Common use of Independent Activities; Transactions With Affiliates Clause in Contracts

Independent Activities; Transactions With Affiliates. Except as set forth in this Agreement or any Related Party Agreement: (a) The Directors and officers of the Company shall be required to devote such time to the affairs of the Company as may be necessary to manage and operate the Company, and, except as set forth in this Agreement, each Director and officer shall be free to serve any other Person or enterprise in any capacity that each such Director or officer may deem appropriate in his or her discretion. (b) The Members acknowledge and understand that, except as set forth in Section 10.2, each Member, each Director, each officer and/or one or more of their respective Affiliates has heretofore engaged and may hereafter engage in business activities which may be the same as or similar to and may compete with the business conducted by the Company, including the management, owning or operating of the Parent Business or the WebMD Business (“Other Similar Activities”). Without limiting Section 6.1(l), Section 13.6 or any other agreements by which a Member or its Affiliates may be bound restricting that Person’s activities (including, without limitation, the non-compete obligations of Parent and its Affiliates under the Merger Agreement), for purposes of the Members’, Directors’, officers’ and their respective Affiliates’ liability in such capacity under this Agreement, to the fullest extent permitted by applicable law, neither this Agreement nor any activity undertaken pursuant hereto shall prevent any Member, any Director, any officer or any of their respective Affiliates from engaging in whatever activities they choose, including Other Similar Activities, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken (pursuant to an acquisition or otherwise) without having or incurring any obligation to offer any interest in such activities to the Company or any other Member or consult with the Company, any officer, any Director or any other Member regarding such activities, or require any Member to permit the Company or any other Member, any officer or any of their respective Affiliates to participate in any manner in such activities, and as a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes, and renounces any such right, expectancy or claim of participation. Each Member expressly disclaims any fiduciary duties to or from any other Member due to such Member’s status as a Member. (c) No Director other than an Independent Director (in each case, in his or her capacity as such), or any Affiliate or agent of any such Director, shall owe any fiduciary duties to the Company, any Member, or any of their respective Affiliates (other than any fiduciary duties owed to the Affiliates that designated him or her and the implied covenant of good faith and fair dealing) and each Director other than an Independent Director shall be entitled to consider only the interests of his or her Affiliates that appointed him or her in connection with any decision or action brought before such Director in his or her capacity as such Director and shall have no duty or obligation to consider any other interests or factors affecting the Company, any Member, or any of their respective Affiliates. Without limiting the foregoing, any Director acting in accordance with this Agreement shall not be liable to the Company, any Member or any of their respective Affiliates for his or her good-faith reliance on the provisions of this Agreement, and the provisions of this Agreement, to the extent that they eliminate or restrict the duties of a Director otherwise existing at law or in equity, are agreed by all parties hereto to replace such other duties to the greatest extent permitted under applicable law. The fiduciary duties of the Independent Directors to the Company and its Members shall be those of a director to a corporation and its shareholders under the General Corporation law of the State of Delaware as in effect from time to time. (d) To the fullest extent permitted by applicable law, but subject to the provisions of this Agreement, the Board is hereby authorized to cause the Company to purchase assets and/or services from, sell assets and/or provide services to, or otherwise deal with any Member, acting on its own behalf, or any Affiliate of any Member, so long as such purchase, sale, provision of services or other transaction has been approved (i) by the Board (including at least one Director not affiliated with the Person engaged in the transaction with the Company) and (ii) following the Board Restructuring, by the Board, which approval shall include the approval by a majority of the disinterested Directors, and no such transaction between the Company and any Member or Affiliate thereof may be entered into without such approval.

Independent Activities; Transactions With Affiliates. Except as set forth in this Agreement or any Related Party Agreement: (a) The Directors and officers of the Company Each Director shall be required to devote such time to the affairs of the Joint Sales Company as may be necessary to manage and operate the Joint Sales Company, and, except as set forth in this Agreement, each Director and officer shall be free to serve any other Person or enterprise in any capacity that each such Director or officer may deem appropriate in his his, her or her its discretion. (b) The Members acknowledge and understand that, except Insofar as set forth in Section 10.2, each Member, each Director, each officer and/or one or more of their respective Affiliates has heretofore engaged and may hereafter engage in business activities which may be the same as or similar to and may compete with the business conducted by the Company, including the management, owning or operating of the Parent Business or the WebMD Business (“Other Similar Activities”). Without limiting Section 6.1(l), Section 13.6 or any other agreements by which a Member or its Affiliates may be bound restricting that Person’s activities (including, without limitation, the non-compete obligations of Parent and its Affiliates under the Merger Agreement), for purposes of the Members’, Directors’, officers’ and their respective Affiliates’ liability in such capacity under this Agreement, to the fullest extent permitted by applicable lawlaw and except as otherwise provided in the Commercial Alliance Agreements, neither this Agreement nor any activity undertaken pursuant hereto shall prevent any Member, any Director, any officer Member or any of Director or their respective Affiliates from engaging in whatever activities they choose, including Other Similar Activities, whether the same are competitive with the Joint Sales Company or otherwise, and any such activities may be undertaken (pursuant to an acquisition or otherwise) without having or incurring any obligation to offer any interest in such activities to the Joint Sales Company or any other Member or consult with the Company, any officer, any Director or any other Member regarding such activitiesMember, or require any Member or Director to permit the Joint Sales Company or any other Member, any officer Director or any of their respective Member or its Affiliates to participate in any manner in such activities, and as a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes, and renounces any such right, expectancy right or claim of participation. Each Member expressly disclaims any fiduciary duties to or from any other Member due to such Member’s status as a Member. (c) No Director other than an Independent Director (in each case, in his or her capacity as such), or any Affiliate or agent of any such Director, shall owe any fiduciary duties to the Company, any Member, or any of their respective Affiliates (other than any fiduciary duties owed to the Affiliates that designated him or her and the implied covenant of good faith and fair dealing) and each Director other than an Independent Director shall be entitled to consider only the interests of his or her Affiliates that appointed him or her in connection with any decision or action brought before such Director in his or her capacity as such Director and shall have no duty or obligation to consider any other interests or factors affecting the Company, any Member, or any of their respective Affiliates. Without limiting the foregoing, any Director acting in accordance with this Agreement shall not be liable to the Company, any Member or any of their respective Affiliates for his or her good-faith reliance on the provisions of this Agreement, and the provisions of this Agreement, to the extent that they eliminate or restrict the duties of a Director otherwise existing at law or in equity, are agreed by all parties hereto to replace such other duties to the greatest extent permitted under applicable law. The fiduciary duties of the Independent Directors to the Company and its Members shall be those of a director to a corporation and its shareholders under the General Corporation law of the State of Delaware as in effect from time to time. (d) To the fullest extent permitted by applicable law, but law and subject to the provisions of this Agreementthe Commercial Alliance Agreements, the Board of Directors is hereby authorized to cause the * CONFIDENTIAL TREATMENT REQUESTED 3 Joint Sales Company to purchase assets and/or services Property from, sell assets and/or provide services to, Property to or otherwise deal with any MemberMember or Director, acting on its own behalf, or any Affiliate of any MemberMember or Director; PROVIDED that, so long except as set forth in Section 6.10 hereof, any such purchase, sale, provision of services sale or other transaction has shall be made on terms and conditions which are no less favorable to the Joint Sales Company than if the sale, purchase or other transaction had been approved (i) by the Board (including at least one Director not affiliated made with the Person engaged in the transaction with the Company) and (ii) following the Board Restructuring, by the Board, which approval shall include the approval by a majority of the disinterested Directors, and no such transaction between the Company and any Member or Affiliate thereof may be entered into without such approvalan independent third party.

Independent Activities; Transactions With Affiliates. Except as set forth in this Agreement or any Related Party Agreement: (a) The Directors Managing Member and officers any of the Company its Affiliates shall be required to devote only such time to the affairs of the Company as the Managing Member determines in its sole discretion may be necessary to manage and operate the Company, andand each such Person, except as set forth in this Agreement, each Director and officer shall be free to serve any other Person or enterprise in any capacity that each such Director or officer it may deem appropriate in his or her its discretion. (b) The Members acknowledge To the extent permitted by applicable law and understand that, except as set forth otherwise provided in Section 10.2this Agreement, each MemberMember acknowledges that the other Members (each acting on its own behalf) and their Affiliates are free to engage or invest in an unlimited number of activities or businesses, each Director, each officer and/or any one or more of their respective Affiliates has heretofore engaged and may hereafter engage in business activities which may be related to the same as activities or similar to and may compete with the business conducted by businesses of the Company, including the management, owning or operating of the Parent Business or the WebMD Business (“Other Similar Activities”). Without limiting Section 6.1(l), Section 13.6 or any other agreements by which a Member or its Affiliates may be bound restricting that Person’s activities (including, without limitation, the non-compete obligations of Parent and its Affiliates under the Merger Agreement), for purposes of the Members’, Directors’, officers’ and their respective Affiliates’ liability in such capacity under this Agreement, to the fullest extent permitted by applicable law, neither this Agreement nor any activity undertaken pursuant hereto shall prevent any Member, any Director, any officer or any of their respective Affiliates from engaging in whatever activities they choose, including Other Similar Activities, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken (pursuant to an acquisition or otherwise) without having or incurring any obligation to offer any interest in such activities or businesses to the Company or any other Member, and neither this Agreement nor any activity undertaken pursuant to this Agreement shall prevent any Member or consult with the Company, any officer, any Director or any other Member regarding its Affiliates from engaging in such activities, or require any Member to permit the Company or any other Member, any officer Member or any of their respective its Affiliates to participate in any manner in such activities, and as a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes, and renounces any such right, expectancy right or claim of participation. Each Member expressly disclaims any fiduciary duties The Members acknowledge that certain conflicts of interest may thus arise and hereby agree that the specific rights with respect to or from any other Member due the Members’ and their Affiliates’ freedom of action provided in this Section 1.09(b) are sufficient to protect their respective interests in relation to such Member’s status as a Memberpossible conflicts and are to be in lieu of all other possible limitations which might otherwise be implied in fact, in law or in equity. (c) No Director other than an Independent Director (in each case, in his or her capacity as such), or any Affiliate or agent of any such Director, shall owe any fiduciary duties to the Company, any Member, or any of their respective Affiliates (other than any fiduciary duties owed to the Affiliates that designated him or her and the implied covenant of good faith and fair dealing) and each Director other than an Independent Director shall be entitled to consider only the interests of his or her Affiliates that appointed him or her in connection with any decision or action brought before such Director in his or her capacity as such Director and shall have no duty or obligation to consider any other interests or factors affecting the Company, any Member, or any of their respective Affiliates. Without limiting the foregoing, any Director acting in accordance with this Agreement shall not be liable to the Company, any Member or any of their respective Affiliates for his or her good-faith reliance on the provisions of this Agreement, and the provisions of this Agreement, to the extent that they eliminate or restrict the duties of a Director otherwise existing at law or in equity, are agreed by all parties hereto to replace such other duties to the greatest extent permitted under applicable law. The fiduciary duties of the Independent Directors to the Company and its Members shall be those of a director to a corporation and its shareholders under the General Corporation law of the State of Delaware as in effect from time to time. (d) To the fullest extent permitted by applicable law, but subject to the provisions of law and except as otherwise provided in this Agreement, the Board Managing Member, when acting on behalf of the Company, is hereby authorized to cause the Company to purchase assets and/or services property from, sell assets and/or provide services to, property to or otherwise deal with any Member, acting on its own behalf, or any Affiliate of any Member, so long as ; provided that any such purchase, sale, provision of services sale or other transaction has been approved (i) by the Board (including at least one Director not affiliated with the Person engaged shall be in the transaction with ordinary course of the Company’s business and shall be made on terms and conditions which are no less favorable to the Company than if the sale, purchase or other transaction had been made with an independent third party on prevailing market terms. The Members agree that the 2006 IMS Lease, the Demand Loans, IMS Health Guaranteed Demand Loans, the Demand Notes, the CMS Additional Contribution Agreement, the Second CMS Contribution Agreement, the Third CMS Contribution Agreement, the Fourth CMS Contribution Agreement, the Fifth CMS Contribution Agreement, the Sixth CMS Contribution Agreement, any Term Note to Spartan entered into pursuant to Section 5.03(j) and (iihereof or Section 5.03(j) following the Board Restructuring, by the Board, which approval shall include the approval by a majority of the disinterested DirectorsPartnership Agreement or the Original Operating Agreement, and no such transaction between any Master Lease entered into pursuant to Section 5.04(h) hereof satisfy this independent third-party standard and the Members hereby authorize the Managing Member to cause the Company or the Company Subsidiary to enter into the documents referenced in this Section 1.09(c) (or confirm that the Managing Member was authorized to cause the Company or IMS AG, in its capacity as General Partner under the Partnership Agreement, was authorized to cause the Partnership or the Partnership Subsidiary (as such term was defined in the Partnership Agreement) to have entered into the documents referenced in this Section 1.09(c) that were entered into prior to the date hereof). (d) Each Member and any Member or Affiliate thereof may be entered into without such approvalalso borrow money from, and transact other business with the Company and, subject to other applicable law, has the same rights and obligations with respect thereto as a Person who is not a Member.

Independent Activities; Transactions With Affiliates. Except as set forth in this Agreement or any Related Party Agreement: (a) The Directors and officers of the Company Manager shall be required to devote such time to the affairs of the Company as may be necessary to manage and operate the Company, Company and its interest in PCI Air LLC; and Affiliates of the Manager and, except so long as set forth the Manager is in this Agreementsatisfaction of its obligations pursuant to Sections 5.1 and 5.2 hereof, each Director and officer the Manager shall be free to serve any other Person or enterprise in any capacity that each such Director or officer it may deem appropriate in his or her its discretion. (b) The Members acknowledge and understand that, except Insofar as set forth in Section 10.2, each Member, each Director, each officer and/or one or more of their respective Affiliates has heretofore engaged and may hereafter engage in business activities which may be the same as or similar to and may compete with the business conducted by the Company, including the management, owning or operating of the Parent Business or the WebMD Business (“Other Similar Activities”). Without limiting Section 6.1(l), Section 13.6 or any other agreements by which a Member or its Affiliates may be bound restricting that Person’s activities (including, without limitation, the non-compete obligations of Parent and its Affiliates under the Merger Agreement), for purposes of the Members’, Directors’, officers’ and their respective Affiliates’ liability in such capacity under this Agreement, to the fullest extent permitted by applicable law, neither this Agreement nor any activity undertaken pursuant hereto shall prevent any Member, any Director, any officer Member or any of the Manager or their respective Affiliates from engaging in whatever activities they choose, including Other Similar Activities, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken (pursuant to an acquisition or otherwise) without having or incurring any obligation to offer any interest in such activities to the Company or any other Member or consult with the Company, any officer, any Director or any other Member regarding such activitiesMember, or require any Member or the Manager to permit the Company or any other Member, any officer Member or any of their respective its Affiliates to participate in any manner in such activities, and as a material part of the consideration for the execution of this Agreement by each Member, each Member hereby .hereby waives, relinquishes, and renounces any such right, expectancy right or claim of participation. Each Member expressly disclaims any fiduciary duties to or from any other Member due to such Member’s status as a Member. (c) No Director other than an Independent Director (in each case, in his or her capacity as such), or any Affiliate or agent of any such Director, shall owe any fiduciary duties to the Company, any Member, or any of their respective Affiliates (other than any fiduciary duties owed to the Affiliates that designated him or her and the implied covenant of good faith and fair dealing) and each Director other than an Independent Director shall be entitled to consider only the interests of his or her Affiliates that appointed him or her in connection with any decision or action brought before such Director in his or her capacity as such Director and shall have no duty or obligation to consider any other interests or factors affecting the Company, any Member, or any of their respective Affiliates. Without limiting the foregoing, any Director acting in accordance with this Agreement shall not be liable to the Company, any Member or any of their respective Affiliates for his or her good-faith reliance on the provisions of this Agreement, and the provisions of this Agreement, to the extent that they eliminate or restrict the duties of a Director otherwise existing at law or in equity, are agreed by all parties hereto to replace such other duties to the greatest extent permitted under applicable law. The fiduciary duties of the Independent Directors to the Company and its Members shall be those of a director to a corporation and its shareholders under the General Corporation law of the State of Delaware as in effect from time to time. (d) To the fullest extent permitted by applicable law, but law and subject to the provisions of this Agreement, in furtherance of the Board purposes of the Company set forth in Section 1.3, the Manager is hereby authorized to cause the Company to purchase assets and/or services property (whether real, personal or mixed) from, sell assets and/or provide services to, Property to or otherwise deal with any MemberMember or the Manager, acting on its own behalf, or any Affiliate of any Member, so long as Member or Manager; provided that any such purchase, sale, provision of services sale or other transaction shall be made on terms and conditions which are no less favorable to the Company than if the sale, purchase or other transaction had been made with an independent third party. (d) Notwithstanding Section 1.9(c), the Manager, on behalf of the Company, is hereby authorized to cause the Company to enter into the transactions evidenced by, and perform its obligations under, the AMP Funding Contribution Agreement, the RAMP Investments Contribution Agreement, the Assumption Agreements, the Operating Agreement of PCI Air Management Partners, L.L.C., the PCI Master Lease, any PCI Note and the Aircraft Lease Documents, all without any further action, consent or approval of any Person. (e) Each Member and Manager and any Affiliate thereof may also lend money to, borrow money from, act as a surety, guarantor or endorser for, guarantee or assume one or more specific obligations of, provide collateral for, and transact other business with the Company and, subject to other applicable law, has been approved the same rights and obligations with respect thereto as a Person who is not a Member. If a Member or any Affiliate thereof is a lender, in exercising its rights as a lender, including making its decision on whether to foreclose on property of the Company, such lender will have no duty to consider (i) by the Board (including at least one Director not affiliated with the Person engaged in the transaction with the Company) and its status as a Member or an Affiliate of a Member, (ii) following the Board Restructuring, by the Board, which approval shall include the approval by a majority interests of the disinterested DirectorsCompany, and no such transaction between or (iii) any duty it may have to the Company and or any Member or Affiliate thereof may be entered into without such approvalother Person.

Independent Activities; Transactions With Affiliates. Except as set forth in this Agreement or any Related Party Agreement: (a) The Directors Managing Member and officers any of the Company its Affiliates shall be required to devote only such time to the affairs of the Company as the Managing Member determines in its sole discretion may be necessary to manage and operate the Company, andand each such Person, except as set forth in this Agreement, each Director and officer shall be free to serve any other Person or enterprise in any capacity that each such Director or officer it may deem appropriate in his or her its discretion. (b) The Members acknowledge To the extent permitted by applicable law and understand that, except as set forth otherwise provided in Section 10.2this Agreement, each MemberMember acknowledges that the other Members (each acting on its own behalf) and their Affiliates are free to engage or invest in an unlimited number of activities or businesses, each Director, each officer and/or any one or more of their respective Affiliates has heretofore engaged and may hereafter engage in business activities which may be related to the same as activities or similar to and may compete with the business conducted by businesses of the Company, including the management, owning or operating of the Parent Business or the WebMD Business (“Other Similar Activities”). Without limiting Section 6.1(l), Section 13.6 or any other agreements by which a Member or its Affiliates may be bound restricting that Person’s activities (including, without limitation, the non-compete obligations of Parent and its Affiliates under the Merger Agreement), for purposes of the Members’, Directors’, officers’ and their respective Affiliates’ liability in such capacity under this Agreement, to the fullest extent permitted by applicable law, neither this Agreement nor any activity undertaken pursuant hereto shall prevent any Member, any Director, any officer or any of their respective Affiliates from engaging in whatever activities they choose, including Other Similar Activities, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken (pursuant to an acquisition or otherwise) without having or incurring any obligation to offer any interest in such activities or businesses to the Company or any other Member, and neither this Agreement nor any activity undertaken pursuant to this Agreement shall prevent any Member or consult with the Company, any officer, any Director or any other Member regarding its Affiliates from engaging in such activities, or require any Member to permit the Company or any other Member, any officer Member or any of their respective its Affiliates to participate in any manner in such activities, and as a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes, and renounces any such right, expectancy right or claim of participation. Each Member expressly disclaims any fiduciary duties The Members acknowledge that certain conflicts of interest may thus arise and hereby agree that the specific rights with respect to or from any other Member due the Members’ and their Affiliates’ freedom of action provided in this Section 1.09(b) are sufficient to protect their respective interests in relation to such Member’s status as a Memberpossible conflicts and are to be in lieu of all other possible limitations which might otherwise be implied in fact, in law or in equity. (c) No Director other than an Independent Director (in each case, in his or her capacity as such), or any Affiliate or agent of any such Director, shall owe any fiduciary duties to the Company, any Member, or any of their respective Affiliates (other than any fiduciary duties owed to the Affiliates that designated him or her and the implied covenant of good faith and fair dealing) and each Director other than an Independent Director shall be entitled to consider only the interests of his or her Affiliates that appointed him or her in connection with any decision or action brought before such Director in his or her capacity as such Director and shall have no duty or obligation to consider any other interests or factors affecting the Company, any Member, or any of their respective Affiliates. Without limiting the foregoing, any Director acting in accordance with this Agreement shall not be liable to the Company, any Member or any of their respective Affiliates for his or her good-faith reliance on the provisions of this Agreement, and the provisions of this Agreement, to the extent that they eliminate or restrict the duties of a Director otherwise existing at law or in equity, are agreed by all parties hereto to replace such other duties to the greatest extent permitted under applicable law. The fiduciary duties of the Independent Directors to the Company and its Members shall be those of a director to a corporation and its shareholders under the General Corporation law of the State of Delaware as in effect from time to time. (d) To the fullest extent permitted by applicable law, but subject to the provisions of law and except as otherwise provided in this Agreement, the Board Managing Member, when acting on behalf of the Company, is hereby authorized to cause the Company to purchase assets and/or services property from, sell assets and/or provide services to, property to or otherwise deal with any Member, acting on its own behalf, or any Affiliate of any Member, so long as ; provided that any such purchase, sale, provision of services sale or other transaction has been approved (i) by the Board (including at least one Director not affiliated with the Person engaged shall be in the transaction with ordinary course of the Company’s business and shall be made on terms and conditions which are no less favorable to the Company than if the sale, purchase or other transaction had been made with an independent third party on prevailing market terms. The Members agree that the 2003 IMS Lease, the Demand Loans, IMS Health Guaranteed Demand Loans, the Demand Notes, the Fifth CMS Contribution Agreement, any Term Note to Spartan entered into pursuant to Section 5.03(j) and (iihereof or Section 5.03(j) following the Board Restructuring, by the Board, which approval shall include the approval by a majority of the disinterested DirectorsPartnership Agreement, and no such transaction between any Master Lease entered into pursuant to Section 5.04(h) hereof satisfy this independent third-party standard and the Members hereby authorize the Managing Member to cause the Company or the Company Subsidiary to enter into the documents referenced in this Section 1.09(c) or confirm that IMS AG, in its capacity as General Partner under the Partnership Agreement, was authorized to cause the Partnership or the Partnership Subsidiary (as such term was defined in the Partnership Agreement) to have entered into the documents referenced in this Section 1.09(c) that were entered into prior to the Conversion. (d) Each Member and any Member or Affiliate thereof may be entered into without such approvalalso borrow money from, and transact other business with the Company and, subject to other applicable law, has the same rights and obligations with respect thereto as a Person who is not a Member.

Independent Activities; Transactions With Affiliates. Except as set forth in this Agreement or any Related Party Agreement: (a) The Directors and officers of the Company shall be required to devote such time to the affairs of the Company as may be necessary to manage and operate the Company, and, except as set forth in this Agreement, each Director and officer shall be free to serve any other Person or enterprise in any capacity that each such Director or officer may deem appropriate in his or her discretion. (b) The Members acknowledge and understand that, except as set forth in Section 10.2, each Member, each Director, each officer and/or one or more of their respective Affiliates has heretofore engaged and may hereafter engage in business activities which may be the same as or similar to and may compete with the business conducted by the Company, including the management, owning or operating of the Parent Business or the WebMD Business (“Other Similar Activities”). Without limiting Section 6.1(l), Section 13.6 or any other agreements by which a Member or its Affiliates may be bound restricting that Person’s activities (including, without limitation, the non-non- compete obligations of Parent and its Affiliates under the Merger Agreement), for purposes of the Members’, Directors’, officers’ and their respective Affiliates’ liability in such capacity under this Agreement, to the fullest extent permitted by applicable law, neither this Agreement nor any activity undertaken pursuant hereto shall prevent any Member, any Director, any officer or any of their respective Affiliates from engaging in whatever activities they choose, including Other Similar Activities, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken (pursuant to an acquisition or otherwise) without having or incurring any obligation to offer any interest in such activities to the Company or any other Member or consult with the Company, any officer, any Director or any other Member regarding such activities, or require any Member to permit the Company or any other Member, any officer or any of their respective Affiliates to participate in any manner in such activities, and as a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes, and renounces any such right, expectancy or claim of participation. Each Member expressly disclaims any fiduciary duties to or from any other Member due to such Member’s status as a Member. (c) No Director other than an Independent Director (in each case, in his or her capacity as such), or any Affiliate or agent of any such Director, shall owe any fiduciary duties to the Company, any Member, or any of their respective Affiliates (other than any fiduciary duties owed to the Affiliates that designated him or her and the implied covenant of good faith and fair dealing) and each Director other than an Independent Director shall be entitled to consider only the interests of his or her Affiliates that appointed him or her in connection with any decision or action brought before such Director in his or her capacity as such Director and shall have no duty or obligation to consider any other interests or factors affecting the Company, any Member, or any of their respective Affiliates. Without limiting the foregoing, any Director acting in accordance with this Agreement shall not be liable to the Company, any Member or any of their respective Affiliates for his or her good-faith reliance on the provisions of this Agreement, and the provisions of this Agreement, to the extent that they eliminate or restrict the duties of a Director otherwise existing at law or in equity, are agreed by all parties hereto to replace such other duties to the greatest extent permitted under applicable law. The fiduciary duties of the Independent Directors to the Company and its Members shall be those of a director to a corporation and its shareholders under the General Corporation law of the State of Delaware as in effect from time to time. (d) To the fullest extent permitted by applicable law, but subject to the provisions of this Agreement, the Board is hereby authorized to cause the Company or any of its Subsidiaries to purchase assets and/or services from, sell assets and/or provide services to, or otherwise deal with any Member, acting on its own behalf, or any Affiliate of any Member, so long as such purchase, sale, provision of services or other transaction has been approved (i) by the Board (including at least one Director not affiliated with the Person engaged in the transaction with the CompanyCompany or any of its Subsidiaries, as applicable) and (ii) following the Board Restructuring, by the Board, which approval shall include the approval by a majority of the disinterested Directors, and no such transaction between the Company or any of its Subsidiaries and any Member or Affiliate thereof may be entered into without such approval.

Independent Activities; Transactions With Affiliates. Except as set forth in this Agreement or any Related Party Agreement: (a) The Directors and officers of the Company Each Manager shall be required to devote such time to the affairs of the Company as may be necessary to manage and operate the CompanyCompany and its Subsidiaries, and, except as set forth in this Agreement, each Director and officer shall be free to serve any other Person or enterprise in any capacity that each such Director or officer Manager may deem appropriate in his his, her or her its discretion. (b) The Members acknowledge and understand that, except Insofar as set forth in Section 10.2, each Member, each Director, each officer and/or one or more of their respective Affiliates has heretofore engaged and may hereafter engage in business activities which may be the same as or similar to and may compete with the business conducted by the Company, including the management, owning or operating of the Parent Business or the WebMD Business (“Other Similar Activities”). Without limiting Section 6.1(l), Section 13.6 or any other agreements by which a Member or its Affiliates may be bound restricting that Person’s activities (including, without limitation, the non-compete obligations of Parent and its Affiliates under the Merger Agreement), for purposes of the Members’, Directors’, officers’ and their respective Affiliates’ liability in such capacity under this Agreement, to the fullest extent permitted by applicable law, neither this Agreement nor any activity undertaken pursuant hereto shall prevent any Member, any Director, any officer Member or any of Manager or their respective Affiliates from engaging in whatever activities they choose, including Other Similar Activities, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken (pursuant to an acquisition or otherwise) without having or incurring any obligation to offer any interest in such activities to the Company or any other Member or consult with the Company, any officer, any Director or any other Member regarding such activitiesMember, or require any Member or Manager to permit the Company or any other Member, any officer Manager or any of their respective Member or its Affiliates to participate in any manner in such activities, and as a material part of the consideration for the execution of this Agreement by each Member, each Member and Manager hereby waives, relinquishes, and renounces any such right, expectancy right or claim of participation. Each Member expressly disclaims any fiduciary duties to or from any other Member due to such Member’s status as a Member. (c) No Director other than an Independent Director (in each case, in his or her capacity as such), or any Affiliate or agent of any such Director, shall owe any fiduciary duties to the Company, any Member, or any of their respective Affiliates (other than any fiduciary duties owed to the Affiliates that designated him or her and the implied covenant of good faith and fair dealing) and each Director other than an Independent Director shall be entitled to consider only the interests of his or her Affiliates that appointed him or her in connection with any decision or action brought before such Director in his or her capacity as such Director and shall have no duty or obligation to consider any other interests or factors affecting the Company, any Member, or any of their respective Affiliates. Without limiting the foregoing, any Director acting in accordance with this Agreement shall not be liable to the Company, any Member or any of their respective Affiliates for his or her good-faith reliance on the provisions of this Agreement, and the provisions of this Agreement, to the extent that they eliminate or restrict the duties of a Director otherwise existing at law or in equity, are agreed by all parties hereto to replace such other duties to the greatest extent permitted under applicable law. The fiduciary duties of the Independent Directors to the Company and its Members shall be those of a director to a corporation and its shareholders under the General Corporation law of the State of Delaware as in effect from time to time. (d) To the fullest extent permitted by applicable law, but law and subject to the provisions of this Agreement, in furtherance of the Board purposes of the Company set forth in Section 1.3, the Management Committee is hereby authorized to cause the Company to purchase assets and/or services property (whether real, personal or mixed) from, sell assets and/or provide services to, such property to or otherwise deal with any MemberMember or Manager, acting on its own behalf, or any Affiliate of any Member, so long as Member or Manager; provided that any such purchase, sale, provision of services sale or other transaction shall be made on terms and conditions which are no less favorable to the Company than if the sale, purchase or other transaction had been made with an independent third party. (d) The Members hereby agree that the transactions evidenced by the Contribution Agreements, the Assumption Agreements, the RAMP Investments Operating Agreement, the Guaranty of Obligations and the Aircraft Lease Documents satisfy the standard set forth in Section 1.9(c) hereof and specifically authorize the Managers to enter into said agreements, all without any further action, consent, or approval of any other Person. (e) Each Member and Manager and any Affiliate thereof may also lend money to, borrow money from, act as a surety, guarantor or endorser for, guarantee or assume one or more specific obligations of, provide collateral for, and transact other business with the Company and, subject to other applicable law, has been approved the same rights and obligations with respect thereto as a Person who is not a Member. If a Member, Manager or any Affiliate thereof is a lender, in exercising its rights as a lender, including making its decision on whether to foreclose on property of the Company, such lender will have no duty to consider (i) by the Board (including at least one Director not affiliated with the Person engaged in the transaction with the Company) and its status as a Member, Manager or an Affiliate of a Member or Manager, (ii) following the Board Restructuring, by the Board, which approval shall include the approval by a majority interests of the disinterested Directors, and no such transaction between Company or (iii) any duty it may have to the Company and or any Member or Affiliate thereof may be entered into without such approvalother Person.

Independent Activities; Transactions With Affiliates. Except as set forth in this Agreement or any Related Party Agreement: (a) The Directors and officers Prior to the third anniversary of the Company Final Contribution Date, no Partner shall, nor shall it permit any of its Affiliates to, solicit, other than a general solicitation through help wanted advertisements in newspapers or employee search firms, any employee of the Partnership or of any of its Wholly Owned Affiliates to become employed (whether as an employee, consultant, independent contractor, or any other relationship pursuant to which such Person may render services to such Partner or its Affiliates) by such Partner or any of its Affiliates, without obtaining the prior written consent of the other Partner Group, which consent shall not be unreasonably withheld. (b) Except as otherwise provided in Section 6.4(c), each Partner and any Affiliate thereof may also lend money to, borrow money from, act as a surety, guarantor or endorser for, guarantee or assume one or more specific obligations of, provide collateral for, and transact other business with the Partnership and, subject to any other applicable Legal Requirement, has the same rights and obligations with respect thereto as a Person who is not a Partner. The existence of these relationships and acting in such capacities will not result in the Limited Partners being deemed to be participating in the control of the business of the Partnership or otherwise affect the limited liability of the Limited Partners. (c) The General Partner and any partner, member, manager, stockholder, officer, director or employee of the General Partner, and any of its Affiliates shall be required to devote only such time to the affairs of the Company Partnership as such Person determines in its sole discretion may be necessary to manage and operate the CompanyPartnership, and, except as set forth in this Agreement, and each Director and officer such Person shall be free to serve any other Person or enterprise in any capacity that each such Director or officer it may deem appropriate in his or her its discretion. (bd) The Members acknowledge and understand that, except Except as set forth otherwise provided in Section 10.2the Business Opportunities Agreement, each MemberPartner acknowledges that the other Partners and their Affiliates are free to engage or invest in an unlimited number of activities or businesses, each Director, each officer and/or any one or more of their respective Affiliates has heretofore engaged and may hereafter engage in business activities which may be related to the same as activities or similar to and may compete with the business conducted by the Company, including the management, owning or operating businesses of the Parent Business or the WebMD Business (“Other Similar Activities”). Without limiting Section 6.1(l)Partnership, Section 13.6 or any other agreements by which a Member or its Affiliates may be bound restricting that Person’s activities (including, without limitation, the non-compete obligations of Parent and its Affiliates under the Merger Agreement), for purposes of the Members’, Directors’, officers’ and their respective Affiliates’ liability in such capacity under this Agreement, to the fullest extent permitted by applicable law, neither this Agreement nor any activity undertaken pursuant hereto shall prevent any Member, any Director, any officer or any of their respective Affiliates from engaging in whatever activities they choose, including Other Similar Activities, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken (pursuant to an acquisition or otherwise) without having or incurring any obligation to offer any interest in such activities or businesses to the Company Partnership or any other Member Partner, and neither this Agreement nor any activity undertaken pursuant to this Agreement shall prevent any Partner or consult with the Company, any officer, any Director or any other Member regarding its Affiliates from engaging in such activities, or require any Member Partner to permit the Company Partnership or any other Member, any officer Partner or any of their respective its Affiliates to participate in any manner in such activities, and as a material part of the consideration for the execution of this Agreement by each MemberPartner, each Member Partner hereby waives, relinquishes, and renounces any such right, expectancy right or claim of participation. Each Member expressly disclaims any fiduciary duties The Partners acknowledge that certain conflicts of interest may thus arise and hereby agree that the specific rights with respect to or from any other Member due the Partners' and their Affiliates' freedom of action provided in this Section 2.9(d) and the Business Opportunities Agreement are sufficient to protect their respective interests in relation to such Member’s status as a Member. (c) No Director possible conflicts and are to be in lieu of all other than an Independent Director (possible limitations which might otherwise be implied in each casefact, in his or her capacity as such), or any Affiliate or agent of any such Director, shall owe any fiduciary duties to the Company, any Member, or any of their respective Affiliates (other than any fiduciary duties owed to the Affiliates that designated him or her and the implied covenant of good faith and fair dealing) and each Director other than an Independent Director shall be entitled to consider only the interests of his or her Affiliates that appointed him or her in connection with any decision or action brought before such Director in his or her capacity as such Director and shall have no duty or obligation to consider any other interests or factors affecting the Company, any Member, or any of their respective Affiliates. Without limiting the foregoing, any Director acting in accordance with this Agreement shall not be liable to the Company, any Member or any of their respective Affiliates for his or her good-faith reliance on the provisions of this Agreement, and the provisions of this Agreement, to the extent that they eliminate or restrict the duties of a Director otherwise existing at law or in equity, are agreed by all parties hereto to replace such other duties to the greatest extent permitted under applicable law. The fiduciary duties of the Independent Directors to the Company and its Members shall be those of a director to a corporation and its shareholders under the General Corporation law of the State of Delaware as in effect from time to time. (d) To the fullest extent permitted by applicable law, but subject to the provisions of this Agreement, the Board is hereby authorized to cause the Company to purchase assets and/or services from, sell assets and/or provide services to, or otherwise deal with any Member, acting on its own behalf, or any Affiliate of any Member, so long as such purchase, sale, provision of services or other transaction has been approved (i) by the Board (including at least one Director not affiliated with the Person engaged in the transaction with the Company) and (ii) following the Board Restructuring, by the Board, which approval shall include the approval by a majority of the disinterested Directors, and no such transaction between the Company and any Member or Affiliate thereof may be entered into without such approval.

Independent Activities; Transactions With Affiliates. Except as set forth in this Agreement or any Related Party Agreement: (a) The Directors and officers of the Company shall be required to devote such time to the affairs of the Company as may be necessary to manage and operate the Company, and, except as set forth in this Agreement, each Director and officer shall be free to serve any other Person or enterprise in any capacity that each such Director or officer may deem appropriate in his or her discretion. (b) The Members acknowledge and understand that, except as set forth in Section 10.2, each Member, each Director, each officer and/or one or more of their respective Affiliates has heretofore engaged and may hereafter engage in business activities which may be the same as or similar to and may compete with the business conducted by the Company, including the management, owning or operating of the Parent Business or the WebMD Business (“Other Similar Activities”). Without limiting Section 6.1(l), Section 13.6 or any other agreements by which a Member or its Affiliates may be bound restricting that Person’s activities (including, without limitation, the non-compete obligations of Parent and its Affiliates under the Merger Agreement), for purposes of the Members’, Directors’, officers’ and their respective Affiliates’ liability in such capacity under this Agreement, to the fullest extent permitted by applicable law, neither this Agreement nor any activity undertaken pursuant hereto shall prevent any Member, any Director, any officer or any of their respective Affiliates from engaging in whatever activities they choose, including Other Similar Activities, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken (pursuant to an acquisition or otherwise) without having or incurring any obligation to offer any interest in such activities to the Company or any other Member or consult with the Company, any officer, any Director or any other Member regarding such activities, or require any Member to permit the Company or any other Member, any officer or any of their respective Affiliates to participate in any manner in such activities, and as a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes, and renounces any such right, expectancy or claim of participation. Each Member expressly disclaims any fiduciary duties to or from any other Member due to such Member’s status as a Member. (c) No Director other than an Independent Director (in each case, in his or her capacity as such), or any Affiliate or agent of any such Director, shall owe any fiduciary duties to the Company, any Member, or any of their respective Affiliates (other than any fiduciary duties owed to the Affiliates that designated him or her and the implied covenant of good faith and fair dealing) and each Director other than an Independent Director shall be entitled to consider only the interests of his or her Affiliates that appointed him or her in connection with any decision or action brought before such Director in his or her capacity as such Director and shall have no duty or obligation to consider any other interests or factors affecting the Company, any Member, or any of their respective Affiliates. Without limiting the foregoing, any Director acting in accordance with this Agreement shall not be liable to the Company, any Member or any of their respective Affiliates for his or her good-faith reliance on the provisions of this Agreement, and the provisions of this Agreement, to the extent that they eliminate or restrict the duties of a Director otherwise existing at law or in equity, are agreed by all parties hereto to replace such other duties to the greatest extent permitted under applicable law. The fiduciary duties of the Independent Directors to the Company and its Members shall be those of a director to a corporation and its shareholders under the General Corporation law of the State of Delaware as in effect from time to time. (d) To the fullest extent permitted by applicable law, but subject to the provisions of this Agreement, the Board is hereby authorized to cause the Company or any of its Subsidiaries to purchase assets and/or services from, sell assets and/or provide services to, or otherwise deal with any Member, acting on its own behalf, or any Affiliate of any Member, so long as such purchase, sale, provision of services or other transaction has been approved (i) by the Board (including at least one Director not affiliated with the Person engaged in the transaction with the CompanyCompany or any of its Subsidiaries, as applicable) and (ii) following the Board Restructuring, by the Board, which approval shall include the approval by a majority of the disinterested Directors, and no such transaction between the Company or any of its Subsidiaries and any Member or Affiliate thereof may be entered into without such approval.

Independent Activities; Transactions With Affiliates. Except as set forth in this Agreement or any Related Party Agreement: (a) The Directors and officers of the Company Each Manager shall be required to devote such time to the affairs of the Company as may be necessary to manage and operate the CompanyCompany and its Subsidiaries, and, except as set forth in this Agreement, each Director and officer shall be free to serve any other Person or enterprise in any capacity that each such Director or officer Manager may deem appropriate in his his, her or her its discretion. (b) The Members acknowledge and understand that, except Insofar as set forth in Section 10.2, each Member, each Director, each officer and/or one or more of their respective Affiliates has heretofore engaged and may hereafter engage in business activities which may be the same as or similar to and may compete with the business conducted by the Company, including the management, owning or operating of the Parent Business or the WebMD Business (“Other Similar Activities”). Without limiting Section 6.1(l), Section 13.6 or any other agreements by which a Member or its Affiliates may be bound restricting that Person’s activities (including, without limitation, the non-compete obligations of Parent and its Affiliates under the Merger Agreement), for purposes of the Members’, Directors’, officers’ and their respective Affiliates’ liability in such capacity under this Agreement, to the fullest extent permitted by applicable law, neither this Agreement nor any activity undertaken pursuant hereto shall prevent any Member, any Director, any officer Member or any of Manager or their respective Affiliates from engaging in whatever activities they choose, including Other Similar Activities, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken (pursuant to an acquisition or otherwise) without having or incurring any obligation to offer any interest in such activities to the Company or any other Member or consult with the Company, any officer, any Director or any other Member regarding such activitiesMember, or require any Member or Manager to permit the Company or any other Member, any officer Manager or any of their respective Member or its Affiliates to participate in any manner in such activities, and as a material part of the consideration for the execution of this Agreement by each Member, each Member and Manager hereby waives, relinquishes, and renounces any such right, expectancy right or claim of participation. Each Member expressly disclaims any fiduciary duties to or from any other Member due to such Member’s status as a Member. (c) No Director other than an Independent Director (in each case, in his or her capacity as such), or any Affiliate or agent of any such Director, shall owe any fiduciary duties to the Company, any Member, or any of their respective Affiliates (other than any fiduciary duties owed to the Affiliates that designated him or her and the implied covenant of good faith and fair dealing) and each Director other than an Independent Director shall be entitled to consider only the interests of his or her Affiliates that appointed him or her in connection with any decision or action brought before such Director in his or her capacity as such Director and shall have no duty or obligation to consider any other interests or factors affecting the Company, any Member, or any of their respective Affiliates. Without limiting the foregoing, any Director acting in accordance with this Agreement shall not be liable to the Company, any Member or any of their respective Affiliates for his or her good-faith reliance on the provisions of this Agreement, and the provisions of this Agreement, to the extent that they eliminate or restrict the duties of a Director otherwise existing at law or in equity, are agreed by all parties hereto to replace such other duties to the greatest extent permitted under applicable law. The fiduciary duties of the Independent Directors to the Company and its Members shall be those of a director to a corporation and its shareholders under the General Corporation law of the State of Delaware as in effect from time to time. (d) To the fullest extent permitted by applicable law, but law and subject to the provisions of this Agreement, in furtherance of the Board purposes of the Company set forth in Section 1.3, the Management Committee is hereby authorized to cause the Company to purchase assets and/or services property (whether real, personal or mixed) from, sell assets and/or provide services to, such property to or otherwise deal with any MemberMember or Manager, acting on its own behalf, or any Affiliate of any Member, so long as Member or Manager; provided that any such purchase, sale, provision of services sale or other transaction 4 _____________________________________________________________________________ (d) The Members hereby agree that the transactions evidenced by the Contribution Agreements, the Assumption Agreements, the RAMP Investments Operating Agreement, the Guaranty of Obligations and the Aircraft Lease Documents satisfy the standard set forth in Section 1.9(c) hereof and specifically authorize the Managers to enter into said agreements, all without any further action, consent, or approval of any other Person. (e) Each Member and Manager and any Affiliate thereof may also lend money to, borrow money from, act as a surety, guarantor or endorser for, guarantee or assume one or more specific obligations of, provide collateral for, and transact other business with the Company and, subject to other applicable law, has been approved the same rights and obligations with respect thereto as a Person who is not a Member. If a Member, Manager or any Affiliate thereof is a lender, in exercising its rights as a lender, including making its decision on whether to foreclose on property of the Company, such lender will have no duty to consider (i) by the Board (including at least one Director not affiliated with the Person engaged in the transaction with the Company) and its status as a Member, Manager or an Affiliate of a Member or Manager, (ii) following the Board Restructuring, by the Board, which approval shall include the approval by a majority interests of the disinterested Directors, and no such transaction between Company or (iii) any duty it may have to the Company and or any Member or Affiliate thereof may be entered into without such approvalother Person.

Independent Activities; Transactions With Affiliates. Except as set forth in this Agreement or any Related Party Agreement: (a) The Directors and officers of the Company Each Manager shall be required to devote such time to the business and affairs of the Company as may be necessary to manage and operate the Company, and, except . Except as set forth provided in this AgreementSection 1.9(d) hereof, each Director and officer Manager shall be free to serve any other Person or enterprise in any capacity that each such Director or officer Manager may deem appropriate in his or her such Manager’s discretion. (b) The Members acknowledge and understand that, except Insofar as set forth in Section 10.2, each Member, each Director, each officer and/or one or more of their respective Affiliates has heretofore engaged and may hereafter engage in business activities which may be the same as or similar to and may compete with the business conducted by the Company, including the management, owning or operating of the Parent Business or the WebMD Business (“Other Similar Activities”). Without limiting Section 6.1(l), Section 13.6 or any other agreements by which a Member or its Affiliates may be bound restricting that Person’s activities (including, without limitation, the non-compete obligations of Parent and its Affiliates under the Merger Agreement), for purposes of the Members’, Directors’, officers’ and their respective Affiliates’ liability in such capacity under this Agreement, to the fullest extent permitted by applicable law, law neither this Agreement nor any activity undertaken pursuant hereto shall prevent any MemberMember or Manager, any Director, any officer or any Affiliate of their respective Affiliates any Member or Manager, from engaging in whatever activities they such Person may choose, including Other Similar Activities, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken (pursuant to an acquisition or otherwise) without having or incurring any obligation to offer any interest in such activities to the Company or any other Member or consult with the Company, Member. Neither this Agreement nor any officer, any Director or any other Member regarding such activities, or activity undertaken pursuant hereto shall require any Member or Manager to permit the Company or any other Member, Manager, or Affiliate of any officer Member or any of their respective Affiliates Manager, to participate in any manner in such activities, and as a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes, and renounces any such right, expectancy right or claim of participation. Each Member expressly disclaims any fiduciary duties The Members hereby further acknowledge that certain conflicts of interest may thus arise and hereby agree that the specific rights with respect to or from any other Member due the Members’ and their Affiliates’ freedom of action provided in this Section 1.9(b) are sufficient to protect their respective interests in relation to such Member’s status as a Memberpossible conflicts and shall be in lieu of all other possible limitations that might otherwise be implied in fact, at law, or in equity. (c) No Director other than an Independent Director (in each case, in his or her capacity as such), or any Affiliate or agent of any such Director, shall owe any fiduciary duties to the Company, any Member, or any of their respective Affiliates (other than any fiduciary duties owed to the Affiliates that designated him or her and the implied covenant of good faith and fair dealing) and each Director other than an Independent Director shall be entitled to consider only the interests of his or her Affiliates that appointed him or her in connection with any decision or action brought before such Director in his or her capacity as such Director and shall have no duty or obligation to consider any other interests or factors affecting the Company, any Member, or any of their respective Affiliates. Without limiting the foregoing, any Director acting in accordance with this Agreement shall not be liable to the Company, any Member or any of their respective Affiliates for his or her good-faith reliance on the provisions of this Agreement, and the provisions of this Agreement, to the extent that they eliminate or restrict the duties of a Director otherwise existing at law or in equity, are agreed by all parties hereto to replace such other duties to the greatest extent permitted under applicable law. The fiduciary duties of the Independent Directors to the Company and its Members shall be those of a director to a corporation and its shareholders under the General Corporation law of the State of Delaware as in effect from time to time. (d) To the fullest extent permitted by applicable law, but subject to the provisions of law and except as otherwise provided in this Agreement, the Board of Managers is hereby authorized authorized, in furtherance of the purposes of the Company, to cause the Company to purchase assets and/or services property from, sell assets and/or provide services property to, borrow money from, or otherwise deal with any MemberMember or Manager, acting on its such Person’s own behalf, or any Affiliate of any MemberMember or Manager, so long provided, that, except as otherwise provided in this Agreement (for example, Section 5.8, dealing with Member or Manager loans) any such purchase, sale, provision of services borrowing, or other transaction has been approved (i) by the Board (including at least one Director not affiliated with the Person engaged in the transaction with the Company) shall be made on terms and (ii) following the Board Restructuring, by the Board, which approval shall include the approval by a majority of the disinterested Directors, and conditions that are no such transaction between less favorable to the Company and any Member than if such purchase, sale, or Affiliate thereof may be entered into without such approvalother transaction had been made with an independent third party.