Common use of Liability of Members Clause in Contracts

Liability of Members. (a) To the fullest extent permitted by applicable law, no Member, officer or employee of the Company or any employee of any such Member (in each case, a “Covered Person”) shall (x) have any duty, including but not limited to fiduciary duties of loyalty and care, whether to the Company, to any of the Members, to the creditors of the Company or to any other third party, and (y) have any personal liability whatsoever in its capacity as a Member or otherwise, whether to the Company, to any of the Members, to the creditors of the Company or to any other third party, for the debts, liabilities, commitments or any other obligations of the Company or for any losses of the Company. Therefore, a Member shall be liable only to make Capital Contributions to the Company and the other payments as provided herein. (b) If the Member receives a distribution from the Company, the Member will have no liability under the Act or other applicable law for the amount of the distribution after the expiration of twelve months from the date of the distribution, unless an action to recover the distribution from the Member is commenced prior to the expiration of the twelve-month period and an adjudication of liability against the Member is made in such action. (c) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) or liabilities relating thereto to the Company or another Person, such Covered Person acting in accordance with this Agreement shall not be liable to the Company or any other Member for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity and shall replace such other duties and liabilities of such Covered Person.

Liability of Members. (a) To No Member and no Affiliate, manager, member, employee or agent of a Member shall be liable for any debt, obligation or liability of the Company or of any other Member or have any obligation to restore any deficit balance in its Capital Account solely by reason of being a Member of the Company, except to the extent required by the Act. (b) This Agreement is not intended to, and does not, create or impose any duty (including any fiduciary duty) on any of the Members (including without limitation, the Managing Member) hereto or on their respective Affiliates. Further, notwithstanding any other provision of this Agreement or any duty otherwise existing at law or in equity, the parties hereto agree that no Member or Managing Member shall, to the fullest extent permitted by applicable law, no Member, officer have duties (including fiduciary duties) to any other Member or employee of the Company or any employee of any such Member (in each case, a “Covered Person”) shall (x) have any duty, including but not limited to fiduciary duties of loyalty and care, whether to the Company, and in doing so, recognize, acknowledge and agree that their duties and obligations to any of the Members, to the creditors of the Company or to any other third party, one another and (y) have any personal liability whatsoever in its capacity as a Member or otherwise, whether to the Company, to any of the Members, to the creditors of the Company or to any other third party, for the debts, liabilities, commitments or any other obligations of the Company or for any losses of the Company. Therefore, a Member shall be liable only to make Capital Contributions to the Company are only as expressly set forth in this Agreement; provided, however, that each Member shall have the duty to act in accordance with the implied contractual covenant of good faith and the other payments as provided herein. (b) If the Member receives a distribution from the Company, the Member will have no liability under the Act or other applicable law for the amount of the distribution after the expiration of twelve months from the date of the distribution, unless an action to recover the distribution from the Member is commenced prior to the expiration of the twelve-month period and an adjudication of liability against the Member is made in such actionfair dealing. (c) To the extent that, at law or in equity, a Covered Person any Member (including without limitation, the Managing Member) has duties (including fiduciary duties) or and liabilities relating thereto to the Company Company, to another Member or to another PersonPerson who is a party to or is otherwise bound by this Agreement, such Covered Person the Members (including without limitation, the Managing Member) acting in accordance with under this Agreement shall will not be liable to the Company or Company, to any such other Member or to any such other Person who is a party to or is otherwise bound by this Agreement, for its their good faith reliance on the provisions of this Agreement. The provisions of this Agreement Agreement, to the extent that they restrict or eliminate the duties and liabilities relating thereto of a Covered Person any Member (including without limitation, the Managing Member) otherwise existing at law or in equity and shall equity, are agreed by the Members to replace to that extent such other duties and liabilities of the Members relating thereto (including without limitation, the Managing Member). (d) The Managing Member may consult with legal counsel, accountants and financial or other advisors selected by it, and any act or omission taken by the Managing Member on behalf of the Company or in furtherance of the interests of the Company in good faith in reliance upon and in accordance with the advice of such Covered Person as to matters the Managing Member reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion or advice, and the Managing Member will be fully protected in so acting or omitting to act so long as such counsel or accountants or financial or other advisors were selected with reasonable care. (e) Notwithstanding any other provision of this Agreement or otherwise applicable provision of law or equity, whenever in this Agreement the Managing Member is permitted or required to make a decision (i) in its “sole discretion” or under a grant of similar authority or latitude, such Managing Member shall be entitled to consider only such interests and factors as it desires, including its own interests, and 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 the Members, or (ii) in its “good faith” or under another expressed standard, such Managing Member shall act under such express standard and shall not be subject to any other or different standards.

Liability of Members. (a) To No Member and no Affiliate, manager, member, employee or agent of a Member shall be liable for any debt, obligation or liability of the Company or of any other Member or have any obligation to restore any deficit balance in its Capital Account solely by reason of being a Member of the Company, except to the extent required by the Act. (b) This Agreement is not intended to, and does not, create or impose any duty (including any fiduciary duty) on any of the Members (including without limitation, the Managing Member) hereto or on their respective Affiliates. Further, notwithstanding any other provision of this Agreement or any duty otherwise existing at law or in equity, the parties hereto agree that no Member or Managing Member shall, to the fullest extent permitted by applicable law, no Member, officer have duties (including fiduciary duties) to any other Member or employee of the Company or any employee of any such Member (in each case, a “Covered Person”) shall (x) have any duty, including but not limited to fiduciary duties of loyalty and care, whether to the Company, and in doing so, recognize, acknowledge and agree that their duties and obligations to any of the Members, to the creditors of the Company or to any other third party, one another and (y) have any personal liability whatsoever in its capacity as a Member or otherwise, whether to the Company, to any of the Members, to the creditors of the Company or to any other third party, for the debts, liabilities, commitments or any other obligations of the Company or for any losses of the Company. Therefore, a Member shall be liable only to make Capital Contributions to the Company are only as expressly set forth in this Agreement; provided, however, that each Member shall have the duty to act in accordance with the implied contractual covenant of good faith and the other payments as provided herein. (b) If the Member receives a distribution from the Company, the Member will have no liability under the Act or other applicable law for the amount of the distribution after the expiration of twelve months from the date of the distribution, unless an action to recover the distribution from the Member is commenced prior to the expiration of the twelve-month period and an adjudication of liability against the Member is made in such actionfair dealing. (c) To the extent that, at law or in equity, a Covered Person any Member (including without limitation, the Managing Member) has duties (including fiduciary duties) or and liabilities relating thereto to the Company Company, to another Member or to another PersonPerson who is a party to or is otherwise bound by this Agreement, such Covered Person the Members (including without limitation, the Managing Member) acting in accordance with under this Agreement shall will not be liable to the Company or Company, to any such other Member or to any such other Person who is a party to or is otherwise bound by this Agreement, for its their good faith reliance on the provisions of this Agreement. The provisions of this Agreement Agreement, to the extent that they restrict or eliminate the duties and liabilities relating thereto of a Covered Person any Member (including without limitation, the Managing Member) otherwise existing at law or in equity and shall equity, are agreed by the Members to replace to that extent such other duties and liabilities of the Members relating thereto (including without limitation, the Managing Member). (d) The Managing Member may consult with legal counsel, accountants and financial or other advisors selected by it, and any act or omission taken by the Managing Member on behalf of the Company or in furtherance of the interests of the Company in good faith in reliance upon and in accordance with the advice of such Covered Person as to matters the Managing Member reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion or advice, and the Managing Member will be fully protected in so acting or omitting to act so long as such counsel or accountants or financial or other advisors were selected with reasonable care. (e) Notwithstanding any other provision of this Agreement or otherwise applicable provision of law or equity, whenever in this Agreement the Managing Member is permitted or required to make a decision (i) in its “sole discretion” or “discretion” or under a grant of similar authority or latitude, such Managing Member shall be entitled to consider only such interests and factors as it desires, including its own interests, and 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 the Members, or (ii) in its “good faith” or under another expressed standard, such Managing Member shall act under such express standard and shall not be subject to any other or different standards.

Liability of Members. (a) To No Member and no Affiliate, manager, member, employee or agent of a Member shall be liable for any debt, obligation or liability of the Company or of any other Member or have any obligation to restore any deficit balance in its Capital Account solely by reason of being a Member of the Company, except to the extent required by the Act. (b) This Agreement is not intended to, and does not, create or impose any duty (including any fiduciary duty) on any of the Members (including without limitation, the Managing Member) hereto or on their respective Affiliates. Further, notwithstanding any other provision of this Agreement or any duty otherwise existing at law or in equity, the parties hereto agree that no Member or Managing Member shall, to the fullest extent permitted by applicable law, no Member, officer have duties (including fiduciary duties) to any other Member or employee of the Company or any employee of any such Member (in each case, a “Covered Person”) shall (x) have any duty, including but not limited to fiduciary duties of loyalty and care, whether to the Company, and in doing so, recognize, acknowledge and agree that their duties and obligations to any of the Members, to the creditors of the Company or to any other third party, one another and (y) have any personal liability whatsoever in its capacity as a Member or otherwise, whether to the Company, to any of the Members, to the creditors of the Company or to any other third party, for the debts, liabilities, commitments or any other obligations of the Company or for any losses of the Company. Therefore, a Member shall be liable only to make Capital Contributions to the Company are only as expressly set forth in this Agreement; provided, however, that each Member shall have the duty to act in accordance with the implied contractual covenant of good faith and the other payments as provided herein. (b) If the Member receives a distribution from the Company, the Member will have no liability under the Act or other applicable law for the amount of the distribution after the expiration of twelve months from the date of the distribution, unless an action to recover the distribution from the Member is commenced prior to the expiration of the twelve-month period and an adjudication of liability against the Member is made in such actionfair dealing. (c) To the extent that, at law or in equity, a Covered Person any Member (including without limitation, the Managing Member) has duties (including fiduciary duties) or and liabilities relating thereto to the Company Company, to another Member or to another PersonPerson who is a party to or is otherwise bound by this Agreement, such Covered Person the Members (including without limitation, the Managing Member) acting in accordance with under this Agreement shall will not be liable to the Company or Company, to any such other Member or to any such other Person who is a party to or is otherwise bound by this Agreement, for its their good faith reliance on the provisions of this Agreement. The provisions of this Agreement Agreement, to the extent that they restrict or eliminate the duties and liabilities relating thereto of a Covered Person any Member (including without limitation, the Managing Member) otherwise existing at law or in equity and shall equity, are agreed by the Members to replace to that extent such other duties and liabilities of the Members relating thereto (including without limitation, the Managing Member). (d) The Managing Member may consult with legal counsel, accountants and financial or other advisors selected by it, and any act or omission taken by the Managing Member on behalf of the Company or in furtherance of the interests of the Company in good faith in reliance upon and in accordance with the advice of such Covered Person as to matters the Managing Member reasonably believes to be within such Person's professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion or advice, and the Managing Member will be fully protected in so acting or omitting to act so long as such counsel or accountants or financial or other advisors were selected with reasonable care. (e) Notwithstanding any other provision of this Agreement or otherwise applicable provision of law or equity, whenever in this Agreement the Managing Member is permitted or required to make a decision (i) in its “sole discretion” or “discretion” or under a grant of similar authority or latitude, such Managing Member shall be entitled to consider only such interests and factors as it desires, including its own interests, and 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 the Members, or (ii) in its “good faith” or under another expressed standard, such Managing Member shall act under such express standard and shall not be subject to any other or different standards.

Liability of Members. (a) To No Member and no Affiliate, manager, member, employee or agent of a Member shall be liable for any debt, obligation or liability of the Company or of any other Member or have any obligation to restore any deficit balance in its Capital Account solely by reason of being a Member of the Company, except to the extent required by the Act. (b) This Agreement is not intended to, and does not, create or impose any duty (including any fiduciary duty) on any of the Members (including, without limitation, the Managing Member) hereto or on their respective Affiliates. Further, notwithstanding any other provision of this Agreement or any duty otherwise existing at law or in equity, the parties hereto agree that (i) no Member shall, to the fullest extent permitted by applicable law, no Member, officer have duties (including fiduciary duties) to any other Member or employee of the Company or any employee of any such Member (in each case, a “Covered Person”) shall (x) have any duty, including but not limited to fiduciary duties of loyalty and care, whether to the Company, and in doing so, recognize, acknowledge and agree that their duties and obligations to any of one another and to the MembersCompany are only as expressly set forth in this Agreement and (ii) the Managing Member shall not, to the creditors of the Company or fullest extent permitted by law, have duties (including fiduciary duties) to any other third party, and (y) have any personal liability whatsoever in its capacity as a Member or otherwise, whether to the Company; provided, however, that each Member and each Manager shall have the duty to any act in accordance with the implied contractual covenant of the Members, to the creditors of the Company or to any other third party, for the debts, liabilities, commitments or any other obligations of the Company or for any losses of the Company. Therefore, a Member shall be liable only to make Capital Contributions to the Company good faith and the other payments as provided herein. (b) If the Member receives a distribution from the Company, the Member will have no liability under the Act or other applicable law for the amount of the distribution after the expiration of twelve months from the date of the distribution, unless an action to recover the distribution from the Member is commenced prior to the expiration of the twelve-month period and an adjudication of liability against the Member is made in such actionfair dealing. (c) To the extent that, at law or in equity, a Covered Person any Member (including without limitation, the Managing Member) has duties (including fiduciary duties) or and liabilities relating thereto to the Company Company, to another Member or to another PersonPerson who is a party to or is otherwise bound by this Agreement, such Covered Person the Members (including without limitation, the Managing Member) acting in accordance with under this Agreement shall will not be liable to the Company or Company, to any such other Member or to any such other Person who is a party to or is otherwise bound by this Agreement, for its their good faith reliance on the provisions of this Agreement. The provisions of this Agreement Agreement, to the extent that they restrict or eliminate the duties and liabilities relating thereto of a Covered Person any Member (including, without limitation, the Managing Member) otherwise existing at law or in equity and shall equity, are agreed by the Members to replace to that extent such other duties and liabilities of the Members relating thereto (including without limitation, the Managing Member). (d) The Managing Member may consult with legal counsel, accountants and financial or other advisors selected by it, and any act or omission taken by the Managing Member on behalf of the Company or in furtherance of the interests of the Company in good faith in reliance upon and in accordance with the advice of such Covered Person as to matters the Managing Member reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion or advice, and the Managing Member will be fully protected in so acting or omitting to act so long as such counsel or accountants or financial or other advisors were selected with reasonable care. (e) Notwithstanding any other provision of this Agreement or otherwise applicable provision of law or equity, whenever in this Agreement the Managing Member is permitted or required to make a decision (i) in its “sole discretion” or under a grant of similar authority or latitude, the Managing Member shall be entitled to consider such interests and factors as the Managing Member desires, including its own interests, and 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 the Members, or (ii) in its “good faith” or under another expressed standard, the Managing Member shall act under such express standard and shall not be subject to any other or different standards.

Liability of Members. (a) To the fullest extent permitted by applicable lawExcept as provided in this Section 6.2, no Member, officer or employee of the Company or any employee of any such Member (in each case, a “Covered Person”) shall (x) have any duty, including but not limited to fiduciary duties of loyalty and carepersonal liability whatever in its capacity as a Member, whether to the Company, to any of the Members, Members or to the creditors of the Company or to any other third party, and (y) have any personal liability whatsoever in its capacity as a Member or otherwise, whether to the Company, to any of the Members, to the creditors of the Company or to any other third party, for the debts, liabilities, commitments contracts, or any other obligations of the Company or for any losses of the Company. Therefore, a A Member shall be liable only to make only its Capital Contribution and shall not be required to lend any funds to the Company or, after its Capital Contribution shall have been paid, subject to the provisions of Sections 6.2(b) and (c) below, to make any further Capital Contributions to the Company and or to repay to the other payments as provided hereinCompany, any Member, or any creditor of the Company all or any portion of any negative amount of such Member’s Capital Account. (b) If in accordance with any applicable state law, a member of a limited liability company may, under certain circumstances be required to return amounts previously distributed to such member, and if a court of competent jurisdiction holds that, notwithstanding the Member receives a distribution from the Companyprovisions of this Agreement, the Member will have no liability under the Act or other applicable law for the amount of the distribution after the expiration of twelve months from the date of the distribution, unless an action to recover the distribution from the any Member is commenced prior obligated to make any such payment, any such obligation shall be the expiration obligation of the twelve-month period and an adjudication of liability against the such Member is made in such actiononly. (c) To If any Member is deemed to have received a distribution from the extent thatCompany pursuant to Article 9, at law or in equityand the aggregate of such distributions exceeds the distributions to which such Member is otherwise entitled, a Covered Person has duties (including fiduciary duties) or liabilities relating thereto such Member shall be obligated to repay such excess to the Company Company. (d) Neither the Manager nor any of its Affiliates shall have any personal liability for the return or another Person, such Covered Person acting in accordance with this Agreement repayment of the Capital Contribution of any Member. The Manager shall not be liable to any Member by reason of any change in the federal income tax laws as they apply to the Company and the Members, whether such change occurs through legislative, judicial, or any other Member for its administrative action, so long as the Manager has acted in good faith reliance on and in a manner reasonably believed to be in the provisions best interest of this Agreement. The provisions of the Members. (e) Notwithstanding anything contained in this Agreement restrict to the duties contrary, upon the dissolution and liabilities termination of a Covered Person otherwise existing at law the Company, no Member shall have any personal liability to repay to the Company any portion or in equity and shall replace such other duties and liabilities all of such Covered Personany Member’s Negative Capital Account.

Liability of Members. (a) To No Member and no Affiliate, manager, member, employee or agent of a Member shall be liable for any debt, obligation or liability of the Company or of any other Member or have any obligation to restore any deficit balance in its capital account solely by reason of being a Member of the Company, except to the extent required by the Act. (b) This Agreement is not intended to, and does not, create or impose any duty (including any fiduciary duty) on any of the Members (including without limitation, the Managing Member) or on their respective Affiliates. Further, notwithstanding any other provision of this Agreement or any duty otherwise existing at law or in equity, the parties hereto agree that no Member or Managing Member shall, to the fullest extent permitted by applicable law, no Member, officer have duties (including fiduciary duties) to any other Member or employee of the Company or any employee of any such Member (in each case, a “Covered Person”) shall (x) have any duty, including but not limited to fiduciary duties of loyalty and care, whether to the Company, and in doing so, recognize, acknowledge and agree that their duties and obligations to any of the Members, to the creditors of the Company or to any other third party, one another and (y) have any personal liability whatsoever in its capacity as a Member or otherwise, whether to the Company, to any of the Members, to the creditors of the Company or to any other third party, for the debts, liabilities, commitments or any other obligations of the Company or for any losses of the Company. Therefore, a Member shall be liable only to make Capital Contributions to the Company are only as expressly set forth in this Agreement; provided, however, that each Member shall have the duty to act in accordance with the implied contractual covenant of good faith and the other payments as provided herein. (b) If the Member receives a distribution from the Company, the Member will have no liability under the Act or other applicable law for the amount of the distribution after the expiration of twelve months from the date of the distribution, unless an action to recover the distribution from the Member is commenced prior to the expiration of the twelve-month period and an adjudication of liability against the Member is made in such actionfair dealing. (c) To the extent that, at law or in equity, a Covered Person any Member (including without limitation, the Managing Member) has duties (including fiduciary duties) or and liabilities relating thereto to the Company Company, to another Member or to another PersonPerson who is a party to or is otherwise bound by this Agreement, such Covered Person the Members (including without limitation, the Managing Member) acting in accordance with under this Agreement shall will not be liable to the Company or Company, to any such other Member or to any such other Person who is a party to or is otherwise bound by this Agreement, for its their good faith reliance on the provisions of this Agreement. The provisions of this Agreement Agreement, to the extent that they restrict or eliminate the duties and liabilities relating thereto of a Covered Person any Member (including without limitation, the Managing Member) otherwise existing at law or in equity and shall equity, are agreed by the Members to replace to that extent such other duties and liabilities of the Members relating thereto (including without limitation, the Managing Member). (d) Notwithstanding any other provision of this Agreement or otherwise applicable provision of law or equity, whenever in this Agreement the Managing Member is permitted or required to make a decision (i) in its “sole discretion” or “discretion” or under a grant of similar authority or latitude, such Covered PersonManaging Member shall be entitled to consider only such interests and factors as it desires, including its own interests, and 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 the Members or (ii) in its “good faith” or under another expressed standard, such Managing Member shall act under such express standard and shall not be subject to any other or different standards.

Liability of Members. (a) To the fullest extent permitted by applicable law, no Member, Manager, officer or employee of the Company or any employee of any such Member or Manager (in each case, a “Covered Person”) shall (x) have any duty, including but not limited to fiduciary duties of loyalty and care, whether to the Company, to any of the Members, to the creditors of the Company or to any other third party, and (y) have any personal liability whatsoever in its capacity as a Member Member, Manager or otherwise, whether to the Company, to any of the Members, to the creditors of the Company or to any other third party, for the debts, liabilities, commitments or any other obligations of the Company or for any losses of the Company. Therefore, a Member shall be liable only to make Capital Contributions to the Company and the other payments as provided herein. (b) If the Member receives a distribution from the Company, the Member will have no liability under the Act or other applicable law for the amount of the distribution after the expiration of twelve months from the date of the distribution, unless an action to recover the distribution from the Member is commenced prior to the expiration of the twelve-month period and an adjudication of liability against the Member is made in such action. (c) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) or liabilities relating thereto to the Company or another Person, such Covered Person acting in accordance with this Agreement shall not be liable to the Company or any other Member for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity and shall replace such other duties and liabilities of such Covered Person.

Liability of Members. (a) To Subject to the fullest extent permitted by applicable lawprovisions of any other agreement to which the Members are parties, and except for the obligations to a Member or Members or the Company imposed under such other agreement, no MemberMember shall be liable, officer responsible or employee accountable in damages or otherwise to the Company or the other Member for any action taken or failure to act by such Member in its business judgment on behalf of the Company within the scope of the authority conferred on it by this Agreement unless such action or any employee of any such Member (in each caseomission constitutes a breach or default under this Agreement, a “Covered Person”) shall (x) have any breach of fiduciary duty, including but not limited to fiduciary duties of loyalty and care, whether to gross negligence or willful misconduct. Unless otherwise agreed upon in writing by the Company, to any of Members or provided by the Members, to the creditors of the Company or to any other third party, and Act: (y1) have any personal liability whatsoever in its capacity as a no Member or otherwise, whether to the Company, to any of the Members, to the creditors of the Company or to any other third party, shall be liable for the debts, liabilities, commitments contracts or any other obligations of the Company or for any losses of Company, (2) the Company. ThereforeMembers shall be liable to make contributions only to the extent required under Article III, a (3) no Member shall be liable only required to make Capital Contributions any other contributions or to the Company and the other payments as provided herein. (b) If the Member receives a distribution from loan any amounts to the Company, the (4) no Member will shall have no personal liability under the Act or other applicable law for the amount repayment of the distribution after contributions or loans of any other Member. Except as expressly provided in the expiration of twelve months from the date of the distributionAct, unless an action to recover the distribution from the Member is commenced prior to the expiration of the twelve-month period and an adjudication of liability against the Member is made nothing in such action. (c) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) or liabilities relating thereto to the Company or another Person, such Covered Person acting in accordance with this Agreement shall not be liable confer any rights or remedies under or by reason of this Agreement on any person or entity other than the Members and their respective successors and assigns, nor shall anything in this Agreement relieve or discharge the obligation or liability of any third person to the Company any party to this Agreement, nor shall any provision of this Agreement give any third person any right of subrogation or action over or against any other Member for its good faith reliance on the provisions of party to this Agreement. The provisions of this Agreement restrict Without limitation on the duties and liabilities of foregoing, no third party shall have any right to enforce any contribution obligation on a Covered Person otherwise existing at law or in equity and shall replace such other duties and liabilities of such Covered PersonMember, except as may be required by the Act.

Liability of Members. (a) To No Member and no Affiliate, manager, member, employee or agent of a Member shall be liable for any debt, obligation or liability of the Company or of any other Member or have any obligation to restore any deficit balance in its Capital Account solely by reason of being a Member of the Company, except to the extent required by the Act. (b) This Agreement is not intended to, and does not, create or impose any duty (including any fiduciary duty) on any of the Members (other than the Managing Member in its capacity as such) hereto or on their respective Affiliates. Further, notwithstanding any other provision of this Agreement or any duty otherwise existing at law or in equity, the parties hereto agree that no Member (other than the Managing Member, in its capacity as such, as set forth in Section 3.06) shall, to the fullest extent permitted by applicable law, no Member, officer or employee of the Company or any employee of any such Member (in each case, a “Covered Person”) shall (x) have any duty, duties (including but not limited fiduciary duties) to fiduciary duties of loyalty and care, whether any other Member or to the Company, and in doing so, the parties recognize, acknowledge and agree that their duties and obligations to any of the Members, to the creditors of the Company or to any other third party, one another and (y) have any personal liability whatsoever in its capacity as a Member or otherwise, whether to the Company, to any of the Members, to the creditors of the Company or to any other third party, for the debts, liabilities, commitments or any other obligations of the Company or for any losses of the Company. Therefore, a Member shall be liable only to make Capital Contributions to the Company are only as expressly set forth in this Agreement; provided, however, that each Member shall have the duty to act in accordance with the implied contractual covenant of good faith and the other payments as provided herein. (b) If the Member receives a distribution from the Company, the Member will have no liability under the Act or other applicable law for the amount of the distribution after the expiration of twelve months from the date of the distribution, unless an action to recover the distribution from the Member is commenced prior to the expiration of the twelve-month period and an adjudication of liability against the Member is made in such actionfair dealing. (c) To the extent that, at law or in equity, a Covered Person any Member has duties (including fiduciary duties) or and liabilities relating thereto to the Company Company, to another Member or to another PersonPerson who is a party to or is otherwise bound by this Agreement, such Covered Person the Members (other than the Managing Member in its capacity as such) acting in accordance with under this Agreement shall will not be liable to the Company or Company, to any such other Member or to any such other Person who is a party to or is otherwise bound by this Agreement, for its their good faith reliance on the provisions of this Agreement. The provisions of this Agreement Agreement, to the extent that they restrict or eliminate the duties and liabilities relating thereto of a Covered Person any Member otherwise existing at law or in equity and shall equity, are agreed by the Members to replace to that extent such other duties and liabilities of such Covered Personthe Members relating thereto.

Liability of Members. (a) To No Member and no Affiliate, manager, member, employee or agent of a Member shall be liable for any debt, obligation or liability of the Company or of any other Member or have any obligation to restore any deficit balance in its Capital Account solely by reason of being a Member of the Company, except to the extent required by the Act. (b) This Agreement is not intended to, and does not, create or impose any duty (including any fiduciary duty) on any of the Members (including without limitation, the Managing Member) hereto or on their respective Affiliates. Further, notwithstanding any other provision of this Agreement or any duty otherwise existing at law or in equity, the parties hereto agree that (i) no Member shall, to the fullest extent permitted by applicable law, no Member, officer have duties (including fiduciary duties) to any other Member or employee of the Company or any employee of any such Member (in each case, a “Covered Person”) shall (x) have any duty, including but not limited to fiduciary duties of loyalty and care, whether to the Company, and in doing so, recognize, acknowledge and agree that their duties and obligations to any of one another and to the MembersCompany are only as expressly set forth in this Agreement and (ii) the Managing Member shall not, to the creditors of the Company or fullest extent permitted by law, have duties (including fiduciary duties) to any other third party, and (y) have any personal liability whatsoever in its capacity as a Member or otherwise, whether to the Company; provided, however, that each Member and each Manager shall have the duty to any act in accordance with the implied contractual covenant of the Members, to the creditors of the Company or to any other third party, for the debts, liabilities, commitments or any other obligations of the Company or for any losses of the Company. Therefore, a Member shall be liable only to make Capital Contributions to the Company good faith and the other payments as provided herein. (b) If the Member receives a distribution from the Company, the Member will have no liability under the Act or other applicable law for the amount of the distribution after the expiration of twelve months from the date of the distribution, unless an action to recover the distribution from the Member is commenced prior to the expiration of the twelve-month period and an adjudication of liability against the Member is made in such actionfair dealing. (c) To the extent that, at law or in equity, a Covered Person any Member (including without limitation, the Managing Member) has duties (including fiduciary duties) or and liabilities relating thereto to the Company Company, to another Member or to another PersonPerson who is a party to or is otherwise bound by this Agreement, such Covered Person the Members (including without limitation, the Managing Member) acting in accordance with under this Agreement shall will not be liable to the Company or Company, to any such other Member or to any such other Person who is a party to or is otherwise bound by this Agreement, for its their good faith reliance on the provisions of this Agreement. The provisions of this Agreement Agreement, to the extent that they restrict or eliminate the duties and liabilities relating thereto of a Covered Person any Member (including without limitation, the Managing Member) otherwise existing at law or in equity and shall equity, are agreed by the Members to replace to that extent such other duties and liabilities of the Members relating thereto (including without limitation, the Managing Member). (d) The Managing Member may consult with legal counsel, accountants and financial or other advisors selected by it, and any act or omission taken by the Managing Member on behalf of the Company or in furtherance of the interests of the Company in good faith in reliance upon and in accordance with the advice of such Covered Person as to matters the Managing Member reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion or advice, and the Managing Member will be fully protected in so acting or omitting to act so long as such counsel or accountants or financial or other advisors were selected with reasonable care. (e) Notwithstanding any other provision of this Agreement or otherwise applicable provision of law or equity, whenever in this Agreement the Managing Member is permitted or required to make a decision (i) in its “sole discretion” or under a grant of similar authority or latitude, the Managing Member shall be entitled to consider such interests and factors as the Managers desire, including their own interests, and 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 the Members, or (ii) in its “good faith” or under another expressed standard, the Managing Member shall act under such express standard and shall not be subject to any other or different standards.

Liability of Members. (a) To the fullest extent permitted by applicable law, no Member, officer or employee of the Company or any employee of any such No Member (in each case, a “Covered Person”) shall (x) have any duty, including but not limited to fiduciary duties of loyalty and care, whether to the Company, to any of the Members, to the creditors of the Company or to any other third party, and (y) have any personal liability whatsoever in its capacity as a Member or otherwise, whether to the Company, to any of the Members, to the creditors of the Company or to any other third party, be liable for the debts, liabilities, commitments contracts or any other obligations of the Company. No Member shall be required to make any loans to the Company, except as otherwise agreed to herein and as may be agreed between the Members. The Company or shall indemnify and hold harmless a Member in the event a Member becomes liable, notwithstanding the preceding sentence, for any losses debt, liability, contract or other obligation of the Company except to the extent expressly provided in the preceding sentence or to the extent such Member is directly or indirectly required to make any payment with respect to any debt, liability, contract or other obligation of the Company. Therefore, a Notwithstanding anything in this Agreement to the contrary: (a) no Member shall be liable only to make Capital Contributions to the Company (whether in contract, tort, strict liability, equity or otherwise) for any special indirect, punitive, exemplary, incidental or consequential damages, whether or not foreseeable, including lost profits and the any other payments as provided herein.damages which cannot be readily ascertained and quantified; (b) If the Member receives a distribution from the Companyexcept as otherwise set forth herein, the Member will have no liability under the Act or other applicable law for the amount obligations of the distribution after the expiration of twelve months from the date Members under this Agreement are obligations of the distributionMembers only, unless an action to recover the distribution from the Member is commenced prior to the expiration and no recourse shall be available against any officer, director, owner or affiliate of the twelve-month period and an adjudication of liability against the Member is made in such action.any Member; and (c) To except as otherwise expressly required by law, no Member shall in any event have any liability whatsoever in excess of (i) the extent thatamount of its contribution pursuant to Section 3.1, at law or in equity(ii) its share of any assets and undistributed profits of the Company, a Covered Person has duties and (including fiduciary dutiesiii) or liabilities relating thereto the amount of any wrongful distribution to such Member, if, and only to the Company or another Personextent, such Covered Person acting Member has actual knowledge (at the time of the distribution) that such distribution is made in accordance with this Agreement shall not be liable to violation of the Company or any other Member for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity and shall replace such other duties and liabilities of such Covered PersonAct.

Liability of Members. 2.6.1 Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company. Except as otherwise expressly required herein or by law, a Member, in its capacity as such, shall have no liability in respect of claims against the Company in excess of (a) the amount of its Capital Contributions, (b) its share of any assets and undistributed profits of the Company, and (c) the amount of any distributions wrongfully distributed to it. No Member shall be required to lend any funds to the Company or, after its Capital Contribution has been funded, subject to the provisions of Section 2.6.2, Section 2.6.3, and Section 7.2.2, to make any further Capital Contributions to the Company or to repay to the Company, any Member, or any creditor of the Company all or any portion of any negative amount of such Member’s Capital Account. 2.6.2 If any Member is deemed to have received a distribution from the Company pursuant to ARTICLE VII, and the aggregate of such distributions exceeds the distributions to which such Member is otherwise entitled pursuant to this Agreement, such Member shall be obligated, as provided in ARTICLE VII, to repay such excess to the Company. 2.6.3 To the fullest extent permitted by applicable law, no Memberin exercising any of its or their voting rights, officer or employee of the Company rights to direct and consent or any employee other rights as a Member hereunder or under the Act, subject to the terms and conditions of any such Member (in each casethis Agreement, a “Covered Person”Member or Members, as the case may be, (a) shall (x) not, except as may be expressly provided herein with respect to any particular matter, have any dutyobligation or duty otherwise existing at law, including but not limited to fiduciary duties of loyalty and care, whether to the Companyin equity or otherwise, to any of Person (including any other Member or the Members, to the creditors of the Company Company) or to consider or take into account the interests of any Person (including any other third party, and (y) have any personal liability whatsoever in its capacity as a Member or otherwise, whether to the Company, to any of the Members, to the creditors of the Company or to any other third party, for the debts, liabilities, commitments or any other obligations of the Company or for any losses of the Company. Therefore, a Member shall be liable only to make Capital Contributions to the Company ) and the other payments as provided herein. (b) If the Member receives a distribution from the Company, the Member will have no liability under the Act or other applicable law for the amount of the distribution after the expiration of twelve months from the date of the distribution, unless an action to recover the distribution from the Member is commenced prior to the expiration of the twelve-month period and an adjudication of liability against the Member is made in such action. (c) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) or liabilities relating thereto to the Company or another Person, such Covered Person acting in accordance with this Agreement shall not be liable to any Person for any action taken by it or them or at its or their direction or any failure by it or them to act or to direct that an action be taken, without regard to whether such action or inaction benefits or adversely affects any Member, the Company or any other Person, except for any liability to which such Member for its good faith reliance on may be subject to the provisions extent that the same results from such Member’s taking or directing an action, or failing to take or direct an action, in violation of the express terms of this Agreement. The provisions of this Agreement restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity and shall replace such other duties and liabilities of such Covered Person.

Liability of Members. (a) To the fullest extent permitted by applicable law, no Member, officer or employee of the Company or any employee of any such Member (in each case, a “Covered Person”) shall (x) have any duty, including but not limited to fiduciary duties of loyalty and care, whether to the Company, to any of the MembersMember, to the creditors of the Company or to any other third party, and (y) have any personal liability whatsoever in its capacity as a Member or otherwise, whether to the Company, to any of the MembersMember, to the creditors of the Company or to any other third party, for the debts, liabilities, commitments or any other obligations of the Company or for any losses of the Company. Therefore, a the Member shall be liable only to make Capital Contributions to the Company and the other payments as provided herein. (b) If the Member receives a distribution from the Company, the Member will have no liability under the Act or other applicable law for the amount of the distribution after the expiration of twelve months from the date of the distribution, unless an action to recover the distribution from the Member is commenced prior to the expiration of the twelve-month period and an adjudication of liability against the Member is made in such action. (c) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) or liabilities relating thereto to the Company or another Person, such Covered Person acting in accordance with this Agreement shall not be liable to the Company or any other the Member for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity and shall replace such other duties and liabilities of such Covered Person.

Liability of Members. 2.6.1 Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, are solely the debts, obligations and liabilities of the Company, and no Member will be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company. Except as otherwise expressly required herein or by law, a Member, in its capacity as such, will have no liability in respect of claims against the Company in excess of (a) the amount of its Capital Contributions, (b) its share of any assets and undistributed profits of the Company, and (c) the amount of any distributions wrongfully distributed to it. No Member will be required to lend any funds to the Company or, after its Capital Contribution has been funded, subject to the provisions of Section 2.6.2 and Section 8.2.2, to make any further Capital Contributions to the Company or to repay to the Company, any Member, or any creditor of the Company all or any portion of any negative amount of such Member’s Capital Account. No Member will be required to guarantee or pledge any assets as security for any debts, liabilities, or other obligations of the Company. 2.6.2 If any Member receives or is deemed to have received a distribution from the Company pursuant to ARTICLE VIII or otherwise, and the aggregate of such distributions exceeds the distributions to which such Member is otherwise entitled pursuant to this Agreement, such Member will be obligated, as provided in ARTICLE VIII, to repay such excess to the Company. 2.6.3 To the fullest extent permitted by applicable law, no Memberin exercising any of its or their voting rights, officer or employee of the Company rights to direct and consent or any employee other rights as a Member hereunder or under the Act, subject to the terms and conditions of any such Member (in each casethis Agreement, a “Covered Person”Member or Members, as the case may be, (a) shall (x) will not, except as may be expressly provided herein with respect to any particular matter, have any dutyobligation or duty otherwise existing at law, including but not limited to fiduciary duties of loyalty and care, whether to the Companyin equity or otherwise, to any of Person (including any other Member or the Members, to the creditors of the Company Company) or to consider or take into account the interests of any Person (including any other third party, and (y) have any personal liability whatsoever in its capacity as a Member or otherwise, whether to the Company, to any of the Members, to the creditors of the Company or to any other third party, for the debts, liabilities, commitments or any other obligations of the Company or for any losses of the Company. Therefore, a Member shall be liable only to make Capital Contributions to the Company ) and the other payments as provided herein. (b) If the Member receives a distribution from the Company, the Member will have no liability under the Act or other applicable law for the amount of the distribution after the expiration of twelve months from the date of the distribution, unless an action to recover the distribution from the Member is commenced prior to the expiration of the twelve-month period and an adjudication of liability against the Member is made in such action. (c) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) or liabilities relating thereto to the Company or another Person, such Covered Person acting in accordance with this Agreement shall not be liable to any Person for any action taken by it or them or at its or their direction or any failure by it or them to act or to direct that an action be taken, without regard to whether such action or inaction benefits or adversely affects any Member, the Company or any other Person, except for any liability to which such Member for its good faith reliance on may be subject to the provisions extent that the same results from such Member’s taking or directing an action, or failing to take or direct an action, in violation of the express terms of this Agreement. The provisions of this Agreement restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity and shall replace such other duties and liabilities of such Covered Person.

Liability of Members. (a) To Subject to the fullest extent permitted by applicable lawprovisions of any other agreement to which the Members are parties, and except for the obligations to a Member or Members or the Company imposed under such other agreement, no MemberMember shall be liable, officer responsible or employee accountable in damages or otherwise to the Company or the other Member for any action taken or failure to act by such Member in its business judgment on behalf of the Company within the scope of the authority conferred on it by this Agreement unless such action or any employee of any such Member (in each caseomission constitutes a breach or default under this Agreement, a “Covered Person”) shall (x) have any breach of fiduciary duty, including but not limited to fiduciary duties of loyalty and care, whether to or tortious or willful misconduct. Unless otherwise agreed upon in writing by the Company, to any of Members or provided by the Members, to the creditors of the Company or to any other third party, and Act: (y1) have any personal liability whatsoever in its capacity as a no Member or otherwise, whether to the Company, to any of the Members, to the creditors of the Company or to any other third party, shall be liable for the debts, liabilities, commitments contracts or any other obligations of the Company or for any losses of Company, (2) the Company. ThereforeMembers shall be liable to make contributions only to the extent required under this Agreement, a (3) no Member shall be liable only required to make Capital Contributions any other contributions or to loan any amounts to the Company and the other payments as provided herein. (b4) If the no Member receives a distribution from the Company, the Member will shall have no personal liability under the Act or other applicable law for the amount repayment of the distribution after contributions or loans of any other Member. Except as expressly provided in the expiration of twelve months from the date of the distributionAct, unless an action to recover the distribution from the Member is commenced prior to the expiration of the twelve-month period and an adjudication of liability against the Member is made nothing in such action. (c) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) or liabilities relating thereto to the Company or another Person, such Covered Person acting in accordance with this Agreement shall not be liable confer any rights or remedies under or by reason of this Agreement on any person or entity other than the Members and their respective successors and assigns, nor shall anything in this Agreement relieve or discharge the obligation or liability of any third person to the Company any party to this Agreement, nor shall any provision of this Agreement give any third person any right of subrogation or action over or against any other Member for its good faith reliance on the provisions of party to this Agreement. The provisions of this Agreement restrict Without limitation on the duties and liabilities of foregoing, no third party shall have any right to enforce any contribution obligation on a Covered Person otherwise existing at law or in equity and shall replace such other duties and liabilities of such Covered PersonMember, except as may be required by the Act.

Liability of Members. (a) To No Member and no Affiliate, manager, member, employee or agent of a Member shall be liable for any debt, obligation or liability of the Company or of any other Member or have any obligation to restore any deficit balance in its Capital Account solely by reason of being a Member of the Company, except to the extent required by the Act. (b) This Agreement is not intended to, and does not, create or impose any duty (including any fiduciary duty) on any of the Members (including the Managing Member) hereto or on their respective Affiliates. Further, notwithstanding any other provision of this Agreement or any duty otherwise existing at law or in equity, the parties hereto agree that no Member or Managing Member shall, to the fullest extent permitted by applicable law, no Member, officer have duties (including fiduciary duties) to any other Member or employee of the Company or any employee of any such Member (in each case, a “Covered Person”) shall (x) have any duty, including but not limited to fiduciary duties of loyalty and care, whether to the Company, and in doing so, recognize, acknowledge and agree that their duties and obligations to any of the Members, to the creditors of the Company or to any other third party, one another and (y) have any personal liability whatsoever in its capacity as a Member or otherwise, whether to the Company, to any of the Members, to the creditors of the Company or to any other third party, for the debts, liabilities, commitments or any other obligations of the Company or for any losses of the Company. Therefore, a Member shall be liable only to make Capital Contributions to the Company are only as expressly set forth in this Agreement; provided, however, that each Member shall have the duty to act in accordance with the implied contractual covenant of good faith and the other payments as provided herein. (b) If the Member receives a distribution from the Company, the Member will have no liability under the Act or other applicable law for the amount of the distribution after the expiration of twelve months from the date of the distribution, unless an action to recover the distribution from the Member is commenced prior to the expiration of the twelve-month period and an adjudication of liability against the Member is made in such actionfair dealing. (c) To the extent that, at law or in equity, a Covered Person any Member (including the Managing Member) has duties (including fiduciary duties) or and liabilities relating thereto to the Company Company, to another Member or to another PersonPerson who is a party to or is otherwise bound by this Agreement, such Covered Person the Members (including the Managing Member) acting in accordance with under this Agreement shall will not be liable to the Company or Company, to any such other Member or to any such other Person who is a party to or is otherwise bound by this Agreement, for its their good faith reliance on the provisions of this Agreement. The provisions of this Agreement Agreement, to the extent that they restrict or eliminate the duties and liabilities relating thereto of a Covered Person any Member (including the Managing Member) otherwise existing at law or in equity and shall equity, are agreed by the Members to replace to that extent such other duties and liabilities of the Members relating thereto (including the Managing Member). (d) The Managing Member may consult with legal counsel, accountants and financial or other advisors selected by it, and any act or omission taken by the Managing Member on behalf of the Company or in furtherance of the interests of the Company in good faith in reliance upon and in accordance with the advice of such Covered Person as to matters the Managing Member reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion or advice, and the Managing Member will be fully protected in so acting or omitting to act so long as such counsel or accountants or financial or other advisors were selected with reasonable care. (e) To the fullest extent permitted by applicable Law, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to (a) any Member that is not a director, manager, officer or employee of the Managing Member or any of their respective Subsidiaries, in which case solely acting in their capacity as such, (b) any of their respective Affiliates (other than the Company, the Managing Member or any of their respective Subsidiaries), (c) any Person that was a Member immediately before the Closing or any of its respective Affiliates (including its respective investors and equityholders and any associated Persons or investment funds or any of their respective portfolio companies or investments) or (d) any of the respective officers, managers, directors, agents, shareholders, members, and equityholders of any of the foregoing (but in each case excluding any director, manager, officer or employee of the Managing Member or any of their respective Subsidiaries solely acting in their capacity as such) (each a “Business Opportunities Exempt Party”). The Company and each of the Members, on its own behalf and on behalf of their respective Affiliates and equityholders, hereby renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to any Business Opportunities Exempt Party and irrevocably waives any right to require any Business Opportunity Exempt Party to act in a manner inconsistent with the provisions of this Section 10.01(e). No Business Opportunities Exempt Party who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Managing Member, the Company or any of their respective Subsidiaries, Affiliates or equityholders shall have any duty to communicate or offer such opportunity to the Company and none of the Managing Member, the Company or any of their respective Subsidiaries, Affiliates or equityholders will acquire or be entitled to any interest or participation in any such transaction, agreement, arrangement or other matter or opportunity as a result of participation therein by a Business Opportunity Exempt Party. This Section 10.01(e) shall not apply to, and no interest or expectancy of the Company is renounced with respect to, any opportunity offered to any director or officer of the Managing Member or its Subsidiaries if such opportunity is expressly offered or presented to, or acquired or developed by, such Person solely in his or her capacity as a director or officer of the Managing Member or its Subsidiaries. No amendment or repeal of this Section 10.01(e) shall apply to or have any effect on the liability or alleged liability of any Business Opportunities Exempt Party for or with respect to any opportunities of which any such Business Opportunities Exempt Party becomes aware prior to such amendment or repeal. Any Person purchasing or otherwise acquiring any interest in any Units shall be deemed to have notice of and consented to the provisions of this Section 10.01(e). Neither the amendment or repeal of this Section 10.01(e), nor the adoption of any provision of this Agreement inconsistent with this Section 10.01(e), shall eliminate or reduce the effect of this Section 10.01(e) in respect of any business opportunity first identified or any other matter occurring, or any cause of action that, but for this Section 10.01(e), would accrue or arise, prior to such amendment, repeal or adoption. No action or inaction taken by any Business Opportunities Exempt Party in a manner consistent with this Section 10.01(e) shall be deemed to be a violation of any fiduciary or other duty owed to any Person.