Limited Liability of Members, Directors and Agents a) 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 neither any Member nor any Director nor any Officer nor any “authorized person” (within the meaning of the Act) of the Company shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member, Director, Officer or “authorized person” of the Company.
b) To the maximum extent permitted by law, no Covered Person (as defined below) shall be liable to the Company or any Member or any other person or entity bound by this Agreement for (a) any mistake in judgment, (b) any act performed or omission made by such Covered Person, or (c) losses due to the mistake, action, inaction or negligence of other agents of the Company (x) if such Covered Person did not act in bad faith, and (y) if such conduct did not constitute willful misfeasance, gross negligence, or reckless disregard of the duties involved in the conduct of such Covered Person’s respective position. For purposes of this section 10, “Covered Person” shall mean the Sole Member, the Directors, the Officers, the investment adviser, the Company’s administrator and each of their members, managers, officers, employees, agents, controlling persons and any other affiliate and any person or entity who otherwise serves at the request of the Board (or, if the Board is not yet appointed, the Sole Member) on behalf of the Company, each to the extent such person was serving in such capacity at the time the loss or cause of action arose. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of a Covered Person to the Company or any Member otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Covered Person.
