Common use of Power and Authority of Board of Directors Clause in Contracts

Power and Authority of Board of Directors. (a) Except as otherwise expressly provided in this Agreement, the business and affairs of the Company shall be managed by or under the direction of a board of directors (the “Board of Directors”), including any committee thereof appointed pursuant to Section 6.13. As provided in Section 6.19, the Board of Directors shall have the power and authority to appoint Officers of the Company. The Board of Directors shall constitute the “manager” of the Company within the meaning of the Delaware Act. No Member, in its capacity as such, shall have any management power over the business and affairs of the Company or actual or apparent authority to enter into, execute or deliver contracts on behalf of, or to otherwise bind, the Company. In addition to the powers that now or hereafter can be granted to managers under the Delaware Act and to all other powers granted under any other provision of this Agreement, but subject to the Consent Rights, the Board of Directors shall have full power and authority to do, and to direct the Officers to do, all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Company Group, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, and the incurring of any other obligations on the part of any Group Member; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of any Group Member; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of any Group Member, or the merger, conversion, consolidation or other combination of any Group Member with or into another Person (subject, however, to any prior approval of Members that may be required by this Agreement); (iv) the use of the assets of any Group Member (including cash on hand) for any purpose consistent with the terms of such Group Member’s constituent documents, including the financing of the conduct of the operations of the Company Group; the lending of funds to other Persons (including other Group Members); the repayment of obligations of the Company Group; and the making of capital contributions to any Member of the Company or any of its Subsidiaries; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of any Group Member under contractual arrangements to all or particular assets of such Group Member); (vi) the declaration and payment of distributions of cash or other assets of any Group Member to an equity owner of any Group Member; (vii) the selection and dismissal of Officers, employees, agents, outside attorneys, accountants, advisors, consultants and contractors of any Group Member and the determination of their compensation and other terms of employment or hiring, and the creation and operation of employee benefit plans, employee programs and employee practices; (viii) the maintenance of insurance for the benefit of the Company Group and the Indemnified Persons; (ix) the formation of, or acquisition or disposition of an interest in, and the contribution of property and the making of loans to, any limited or general partnership, joint venture, corporation, limited liability company or other entity or arrangement on behalf of any Group Member; (x) the control of any matters affecting the rights and obligations of the Company Group, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or remediation, and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by this Agreement and by Law; (xii) the entering into of listing agreements with any Securities Exchange with respect to any series of Preferred Units, and the delisting of any series of Preferred Units from, or requesting that trading be suspended in, any such Securities Exchange; (xiii) the issuance, sale or other disposition, and the purchase or other acquisition, of securities of Group Members or options, rights, warrants or appreciation rights relating to such securities; (xiv) the undertaking of any action in connection with the Company’s, or any other Group Member’s interest or participation in any Group Member; (xv) the filing of a bankruptcy petition with respect to any Group Member; and (xvi) the execution and delivery of agreements with Affiliates of the Company, Portfolio Companies or any Member to render services to a Group Member. (b) In exercising its authority under this Agreement, the Board of Directors may, but shall be under no obligation to, take into account the tax consequences to any Member of any action taken (or not taken) by it. The Directors and the Company shall not have any liability to a Member for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not derived by such Member in connection with such decisions except to the extent set forth in Section 6.16(a)(ii). (c) Notwithstanding any other provision of this Agreement, the Delaware Act or any other applicable Law, the Members and each other Person who may acquire an interest in Units hereby (i) approve, ratify and confirm the execution, delivery and performance by the parties thereto (whether such execution, delivery and performance has already occurred or may occur in the future) of the Exchange Agreement, the Tax Receivable Agreement, the other agreements described in the Registration Statement that are related to the transactions contemplated by the Registration Statement, and each of the Transaction Agreements (as defined in the Merger Agreement); (ii) agree that the Company is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement or Transaction Agreements without any further act, approval or vote of the Members, the other Persons who may acquire an interest in Units or any other Person; and (iii) agree that the execution, delivery or performance by the Company, any Group Member or any Affiliate of any of them, of this Agreement or any agreement contemplated by this Agreement (including the Transaction Agreements, and including the exercise by the Company of the rights accorded pursuant to Article XIII), shall not constitute a breach by the Board of Directors of any duty that the Board of Directors may owe the Company or the Members or any other Persons under this Agreement (or any other agreements) or of any duty (fiduciary or otherwise) existing at law, in equity or otherwise.

Power and Authority of Board of Directors. (a) Except as otherwise expressly provided set forth in Section 11.1(e) and for such matters that, pursuant to the express provisions of this Agreement, the business and affairs of require Shareholder Approval, the Company shall be managed by or under the direction of a board of directors (the “Board of Directors” or “Board”), including any committee thereof appointed pursuant which shall have the power and authority to Section 6.13manage and oversee the conduct of the Company’s business and affairs. As provided in Section 6.195.19(a), the Board of Directors shall have the power and authority to appoint Officers of and delegate such power and authority to Officers as shall be determined by the Company. The Board of Directors shall constitute the “manager” of the Company within the meaning of the Delaware ActBoard. No MemberShareholder, in by virtue of its capacity status as such, shall have any management power over or authority to conduct or manage the business and affairs of the Company or actual or apparent authority to enter into, execute or deliver contracts on behalf of, or to otherwise bind, the Company. In No resolution passed by the Company at a meeting of Shareholders shall invalidate any prior act of the Board of Directors that would have been valid if such resolution had not been passed. (b) Except as otherwise expressly provided in this Agreement, in addition to the powers that now or hereafter can be granted to managers under the Delaware Act and to all other powers granted under any other provision of this Agreement, but subject to the Consent Rights, the Board of Directors shall have full power and authority authority, without any requirement for approval or consent of any Shareholders, to dotake all actions, and to direct the Officers to dotake all actions, all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Company GroupCompany, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including including, without limitation, the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into Shares, and the incurring of any other obligations on the part of any Group Memberobligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business Company or assets of any Group Memberits assets; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of any Group Member, or the merger, conversion, consolidation or other combination of any Group Member with or into another Person (subject, however, to any prior approval of Members that may be required by this Agreement)Company; (iv) the use of the assets of any Group Member the Company (including cash on hand) for any purpose consistent with the terms of such Group MemberCompany’s constituent documentspurposes (as set forth in Section 2.4), including the financing of the conduct of the operations of the Company Groupand its Subsidiaries; the lending of funds to other Persons (including other Group Members); the repayment of obligations of the Company Groupand its Subsidiaries; and the making of capital contributions to any Member Shareholder of the Company or any of its Subsidiaries; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of any Group Member the Company under contractual arrangements to all or particular assets of such Group Memberthe Company); (vi) the declaration and payment of distributions of cash or other assets of any Group Member to an equity owner of any Group MemberShareholders; (vii) the selection and dismissal of Officers, employees, agents, outside attorneys, accountants, advisors, consultants and contractors of any Group Member and the determination of their compensation and other terms of employment or hiring, and engagement; (viii) the creation and operation of employee benefit plans, employee programs and employee practices; (viiiix) the maintenance of insurance for the benefit of the Company Group and the Indemnified Persons; (ixx) the formation of, or acquisition or disposition of an interest in, and the contribution of property and the making of loans to, any limited or general partnership, joint venture, corporation, limited liability company or other entity (or arrangement on behalf of any Group Memberseries thereof) or arrangement; (xxi) the control of any matters affecting the rights and obligations of the Company GroupCompany, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or remediation, and the incurring of legal expense and the settlement of claims and litigation; (xixii) the indemnification of any Person against liabilities and contingencies to the extent permitted by this Agreement and by Law; (xiixiii) the entering into of listing agreements with any National Securities Exchange with respect to any series of Preferred Units, and the delisting of any series some or all of Preferred Units the Shares from, or requesting that trading be suspended inon, any such National Securities Exchange; (xiiixiv) the issuance, sale or other disposition, and the purchase or other acquisition, of securities of Group Members Shares or options, rights, warrants or appreciation rights relating to such securitiesDerivative Securities; (xivxv) the undertaking of any action in connection with the Company’s, or any other Group Member’s interest or participation in any Group Member; (xvxvi) the filing undertaking of any merger, division, consolidation or other similar transaction involving the Company with or into another Person, or the conversion of the Company into a bankruptcy petition with respect corporation or other entity (except to any Group Memberthe extent set forth in Article X); and (xvixvii) the execution and delivery of agreements with Affiliates of the Company, Portfolio Companies or any Member Company to render services to a Group Member. (b) In exercising its authority under this Agreement, the Board of Directors may, but shall be under no obligation to, take into account the tax consequences to any Member of any action taken (or not taken) by it. The Directors and the Company shall not have any liability to a Member for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not derived by such Member in connection with such decisions except to the extent set forth in Section 6.16(a)(ii). (c) Notwithstanding any other provision of this Agreement, the Delaware Act or any other applicable Law, the Members and each other Person who may acquire an interest in Units hereby (i) approve, ratify and confirm the execution, delivery and performance by the parties thereto (whether such execution, delivery and performance has already occurred or may occur in the future) of the Exchange Agreement, the Tax Receivable Agreement, the other agreements described in the Registration Statement that are related to the transactions contemplated by the Registration Statement, and each of the Transaction Agreements (as defined in the Merger Agreement); (ii) agree that the Company is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement or Transaction Agreements without any further act, approval or vote of the Members, the other Persons who may acquire an interest in Units or any other Person; and (iii) agree that the execution, delivery or performance by the Company, any Group Member or any Affiliate of any of them, of this Agreement or any agreement contemplated by this Agreement (including the Transaction Agreements, and including the exercise by the Company of the rights accorded pursuant to Article XIII), shall not constitute a breach by the Board of Directors of any duty that the Board of Directors may owe the Company or the Members or any other Persons under this Agreement (or any other agreements) or of any duty (fiduciary or otherwise) existing at law, in equity or otherwise.

Power and Authority of Board of Directors. (a) Except as otherwise expressly provided in this AgreementAgreement or the Bylaws, the business and affairs of the Company and each Series shall be managed by or under the direction of a board of directors (the “"Board of Directors”"), including any committee thereof appointed pursuant to Section 6.13. As provided in Section 6.19below, the Board of Directors shall have the power and authority to appoint Officers of the CompanyCompany and each Series, as well as Officers to be associated with a specific Series. The Board of Directors and Officers shall constitute the “manager” of the Company "managers" within the meaning of the Delaware Act. No Except as otherwise specifically provided in this Agreement with respect to the Managing Member, in no Member, by virtue of its capacity status as such, shall have any management power over the business and affairs of the Company or any Series or actual or apparent authority to enter into, execute or deliver contracts on behalf of, or to otherwise bind, the CompanyCompany or any Series. Except as otherwise specifically provided in this Agreement, the authority and functions of the Board of Directors, on the one hand, and of the Officers, on the other hand, shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the DGCL. In addition to the powers that now or hereafter can be granted to managers under the Delaware Act and to all other powers granted under any other provision of this Agreement, but subject to Agreement or the Consent RightsBylaws, the Board of Directors shall have full power and authority to do, and to direct the Officers Officers, subject to the provisions of the Bylaws, to do, all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Company Groupand each Series, to exercise all powers set forth in Section ‎Section 2.5 and to effectuate the purposes set forth in Section ‎Section 2.4, including the following: (ia) the making of any expenditures, the lending or or, subject to ‎Section 3.2(g), borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into Shares, and the incurring of any other obligations on the part of any Group Memberobligations; (iib) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company and/or any Group MemberSeries; (iiic) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company or any Group Member, Series or the merger, conversion, consolidation merger or other combination of any Group Member the Company with or into another Person (subject, however, to any prior approval of Members that may be required by this Agreement); (ivd) the use of the assets of the Company or any Group Member Series (including cash on hand) for any purpose consistent with the terms of such Group Member’s constituent documentsthis Agreement, including the financing of the conduct of the operations of the Company GroupCompany, any Series and any Subsidiaries of any Series; the lending of funds to other Persons (including other Group Members); the repayment of obligations of the Company GroupCompany, any Series and any Subsidiaries of any Series; and the making of capital contributions to any Member of the Company associated with any Series or any Subsidiaries of its Subsidiaries;any Series; 27 (ve) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company or any Group Member Series under contractual arrangements to all or particular assets of such Group Memberthe Company or any Series); (vif) the declaration and payment of distributions of cash or other assets of any Group Member to an equity owner of any Group MemberMembers associated with a Series; (viig) the adoption, amendment and repeal of the Bylaws; provided, however, that if the adoption, amendment or repeal of any Bylaw would operate as an amendment to a provision of this Agreement requiring the approval of any Member (including the Managing Member), such adoption, amendment or repeal will not be effective without the approval of the Members as would be required by this Agreement were such provision to be amended; (h) the election and removal of officers of the Company and/or associated with any Series ("Officers") in the manner prescribed in the Bylaws; (i) the selection and dismissal of Officers, employees, agents, outside attorneys, accountants, advisors, consultants and contractors of any Group Member (including, without limitation, the Administrative Agent) and the determination of their compensation and other terms of employment or hiring, and the creation and operation of employee benefit plans, employee programs and employee practices; (viiij) the solicitation of proxies from holders of any class of Shares issued on or after the date of this Agreement that entitles the holders thereof to vote on any matter submitted for consent or approval of Members under this Agreement and the Bylaws; (k) the maintenance of insurance for the benefit of the Company Group or any Group Member and the Indemnified Persons; (ixl) the formation of, or acquisition or disposition of an interest in, and the contribution of property and the making of loans to, any limited or general partnership, joint venture, corporation, limited liability company or other entity or arrangement on behalf of any Group Memberarrangement; (xm) the control of any matters affecting the rights and obligations of the Company Groupor any Series, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or remediation, and the incurring of legal expense and the settlement of claims and litigation; (xin) the indemnification of any Person against liabilities and contingencies to the extent permitted by this Agreement and by Lawlaw; (xiio) the entering into of listing agreements with any National Securities Exchange with respect to any series of Preferred Units, and the delisting of any series some or all of Preferred Units the Shares from, or requesting that trading be suspended inon, any such Securities Exchangeexchange; (xiiip) the issuance, sale or other disposition, and the purchase or other acquisition, of securities of Group Members Shares or options, rights, warrants or appreciation rights relating to such securitiesShares; (xivq) the undertaking of any action in connection with the Company’s, 's or any other Group Member’s Series' interest or participation in any Group Member; (xvr) the filing registration of a bankruptcy petition with respect any offer, issuance, sale or resale of Shares or other securities or any Series issued or to be issued by the Company under the Securities Act and any Group Member; andother applicable securities laws (including any resale of Shares or other securities by Members or other security holders); (xvis) the execution and delivery of agreements with Affiliates of the Company, Portfolio Companies or any Member Company to render services to a Group Member.Member (including, without limitation, administrative services agreements among the Administrative Agent, any Series and the Subsidiaries of such Series); and (bt) In exercising its authority under this Agreementthe adoption, amendment and repeal of the Board of Directors may, but shall be under no obligation to, take into account the tax consequences to any Member of any action taken (or not taken) by it. The Directors Inter-Series Policy and the Company shall not have any liability to a Member for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not derived by such Member in connection with such decisions except delegation to the extent Administrative Agent and the Inter-Series Committee of the authority to interpret, make determinations under and oversee the implementation of the policies set forth in Section 6.16(a)(ii)the Inter-Series Policy. (c) Notwithstanding any other provision of this Agreement, the Delaware Act or any other applicable Law, the Members and each other Person who may acquire an interest in Units hereby (i) approve, ratify and confirm the execution, delivery and performance by the parties thereto (whether such execution, delivery and performance has already occurred or may occur in the future) of the Exchange Agreement, the Tax Receivable Agreement, the other agreements described in the Registration Statement that are related to the transactions contemplated by the Registration Statement, and each of the Transaction Agreements (as defined in the Merger Agreement); (ii) agree that the Company is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement or Transaction Agreements without any further act, approval or vote of the Members, the other Persons who may acquire an interest in Units or any other Person; and (iii) agree that the execution, delivery or performance by the Company, any Group Member or any Affiliate of any of them, of this Agreement or any agreement contemplated by this Agreement (including the Transaction Agreements, and including the exercise by the Company of the rights accorded pursuant to Article XIII), shall not constitute a breach by the Board of Directors of any duty that the Board of Directors may owe the Company or the Members or any other Persons under this Agreement (or any other agreements) or of any duty (fiduciary or otherwise) existing at law, in equity or otherwise.

Power and Authority of Board of Directors. (a) Except as otherwise expressly provided in this AgreementAgreement or the Bylaws, the business and affairs of the Company and each Series shall be managed by or under the direction of a board of directors (the “"Board of Directors”"), including any committee thereof appointed pursuant to Section 6.13. As provided in Section 6.19below, the Board of Directors shall have the power and authority to appoint Officers of the CompanyCompany and each Series, as well as Officers to be associated with a specific Series. The Board of Directors and Officers shall constitute the “manager” of the Company "managers" within the meaning of the Delaware Act. No Except as otherwise specifically provided in this Agreement with respect to the Managing Member, in no Member, by virtue of its capacity status as such, shall have any management power over the business and affairs of the Company or any Series or actual or apparent authority to enter into, execute or deliver contracts on behalf of, or to otherwise bind, the CompanyCompany or any Series. Except as otherwise specifically provided in this Agreement, the authority and functions of the Board of Directors, on the one hand, and of the Officers, on the other hand, shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the DGCL. In addition to the powers that now or hereafter can be granted to managers under the Delaware Act and to all other powers granted under any other provision of this Agreement, but subject to Agreement or the Consent RightsBylaws, the Board of Directors shall have full power and authority to do, and to direct the Officers Officers, subject to the provisions of the Bylaws, to do, all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Company Groupand each Series, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (ia) the making of any expenditures, the lending or or, subject to Section 3.2(g), borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into Shares, and the incurring of any other obligations on the part of any Group Memberobligations; (iib) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company and/or any Group MemberSeries; (iiic) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company or any Group Member, Series or the merger, conversion, consolidation merger or other combination of any Group Member the Company with or into another Person (subject, however, to any prior approval of Members that may be required by this Agreement); (ivd) the use of the assets of the Company or any Group Member Series (including cash on hand) for any purpose consistent with the terms of such Group Member’s constituent documentsthis Agreement, including the financing of the conduct of the operations of the Company GroupCompany, any Series and any Subsidiaries of any Series; the lending of funds to other Persons (including other Group Members); the repayment of obligations of the Company GroupCompany, any Series and any Subsidiaries of any Series; and the making of capital contributions to any Member of the Company associated with any Series or any Subsidiaries of its Subsidiariesany Series; (ve) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company or any Group Member Series under contractual arrangements to all or particular assets of such Group Memberthe Company or any Series); (vif) the declaration and payment of distributions of cash or other assets of any Group Member to an equity owner of any Group MemberMembers associated with a Series; (viig) the adoption, amendment and repeal of the Bylaws; provided, however, that if the adoption, amendment or repeal of any Bylaw would operate as an amendment to a provision of this Agreement requiring the approval of any Member (including the Managing Member), such adoption, amendment or repeal will not be effective without the approval of the Members as would be required by this Agreement were such provision to be amended; (h) the election and removal of officers of the Company and/or associated with any Series ("Officers") in the manner prescribed in the Bylaws; (i) the selection and dismissal of Officers, employees, agents, outside attorneys, accountants, advisors, consultants and contractors of any Group Member (including, without limitation, the Administrative Agent) and the determination of their compensation and other terms of employment or hiring, and the creation and operation of employee benefit plans, employee programs and employee practices; (viiij) the solicitation of proxies from holders of any class of Shares issued on or after the date of this Agreement that entitles the holders thereof to vote on any matter submitted for consent or approval of Members under this Agreement and the Bylaws; (k) the maintenance of insurance for the benefit of the Company Group or any Group Member and the Indemnified Persons; (ixl) the formation of, or acquisition or disposition of an interest in, and the contribution of property and the making of loans to, any limited or general partnership, joint venture, corporation, limited liability company or other entity or arrangement on behalf of any Group Memberarrangement; (xm) the control of any matters affecting the rights and obligations of the Company Groupor any Series, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or remediation, and the incurring of legal expense and the settlement of claims and litigation; (xin) the indemnification of any Person against liabilities and contingencies to the extent permitted by this Agreement and by Lawlaw; (xiio) the entering into of listing agreements with any National Securities Exchange with respect to any series of Preferred Units, and the delisting of any series some or all of Preferred Units the Shares from, or requesting that trading be suspended inon, any such Securities Exchangeexchange; (xiiip) the issuance, sale or other disposition, and the purchase or other acquisition, of securities of Group Members Shares or options, rights, warrants or appreciation rights relating to such securitiesShares; (xivq) the undertaking of any action in connection with the Company’s, 's or any other Group Member’s Series' interest or participation in any Group Member; (xvr) the filing registration of a bankruptcy petition with respect any offer, issuance, sale or resale of Shares or other securities or any Series issued or to be issued by the Company under the Securities Act and any Group Member; andother applicable securities laws (including any resale of Shares or other securities by Members or other security holders); (xvis) the execution and delivery of agreements with Affiliates of the Company, Portfolio Companies or any Member Company to render services to a Group Member.Member (including, without limitation, administrative services agreements among the Administrative Agent, any Series and the Subsidiaries of such Series); (bt) In exercising its the adoption, amendment and repeal of the Inter-Series Policy and the delegation to the Administrative Agent and the Inter-Series Committee of the authority to interpret, make determinations under this Agreementand oversee the implementation of the policies set forth in the Inter-Series Policy; and (u) unless otherwise provided in the Series Designation establishing a Series or in a Share Designation related to such Series, the granting of rights to holders of equity interests in entities controlled by such Series to vote on matters to be voted upon by Members associated with such Series, either as a separate class or with such Members and on any such basis as the Board of Directors may, but shall be under no obligation to, take into account the tax consequences to any Member of any action taken (or not taken) by it. The Directors and the Company shall not have any liability to a Member for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not derived by such Member in connection with such decisions except to the extent set forth in Section 6.16(a)(ii)determine. (c) Notwithstanding any other provision of this Agreement, the Delaware Act or any other applicable Law, the Members and each other Person who may acquire an interest in Units hereby (i) approve, ratify and confirm the execution, delivery and performance by the parties thereto (whether such execution, delivery and performance has already occurred or may occur in the future) of the Exchange Agreement, the Tax Receivable Agreement, the other agreements described in the Registration Statement that are related to the transactions contemplated by the Registration Statement, and each of the Transaction Agreements (as defined in the Merger Agreement); (ii) agree that the Company is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement or Transaction Agreements without any further act, approval or vote of the Members, the other Persons who may acquire an interest in Units or any other Person; and (iii) agree that the execution, delivery or performance by the Company, any Group Member or any Affiliate of any of them, of this Agreement or any agreement contemplated by this Agreement (including the Transaction Agreements, and including the exercise by the Company of the rights accorded pursuant to Article XIII), shall not constitute a breach by the Board of Directors of any duty that the Board of Directors may owe the Company or the Members or any other Persons under this Agreement (or any other agreements) or of any duty (fiduciary or otherwise) existing at law, in equity or otherwise.