Common use of Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties Clause in Contracts

Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties. (a) Unless otherwise expressly provided in this Agreement or any Group Member Agreement, whenever a potential conflict of interest exists or arises between any Affiliate of the Company (excluding the Company and any Group Member), on the one hand, and the Company or any Group Member, on the other, any resolution or course of action by the Board of Directors in respect of such conflict of interest shall be permitted and deemed approved by all Members, and shall not constitute a breach of this Agreement, of any Group Member Agreement, of any agreement contemplated herein or therein, or of any duty existing at law, in equity or otherwise, including any fiduciary duty, if the resolution or course of action in respect of such conflict of interest is (D) approved by Special Approval, (E) approved by the vote of a majority of the Outstanding Units (excluding Units held by interested parties), (F) on terms no less favorable to the Company than those generally being provided to or available from unrelated third parties or (G) fair and reasonable to the Company, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Company). The Board of Directors shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of such resolution, and the Board of Directors may also adopt a resolution or course of action that has not received Special Approval. If Special Approval is not sought and the Board of Directors determines that the resolution or course of action taken with respect to a conflict of interest complies with the standards set forth in clause (iii) or (iv) of the second preceding sentence, then (H) such resolution or course of action shall be permitted and deemed approved by all Members, and shall not constitute a breach of this Agreement, of any Group Member Agreement, of any agreement contemplated herein or therein, or of any duty existing at law, in equity or otherwise, including any fiduciary duty and (I) it shall be presumed that, in making its decision, the Board of Directors acted in good faith, and in any proceeding brought by any Member or Assignee or by or on behalf of such Member or any other Member or the Company challenging such approval, the Person bringing or prosecuting such proceeding shall have the burden of overcoming such presumption. Notwithstanding anything to the contrary in this Agreement, the existence of the conflicts of interest described in the Registration Statement are hereby approved by all Members and shall not constitute a breach of this Agreement or any duty existing at law, in equity or otherwise.

Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties. (a) Unless otherwise expressly provided in this Agreement or any Group Member Agreement, whenever a potential conflict of interest exists or arises between any Affiliate of the Company (excluding the Company and any Group Member)Company, on the one hand, and the Company any Member, Director, Protector or any Group MemberOfficer, on the other, any resolution or course of action by the Manager or, following the Board Appointment, the Board of Directors in respect of such conflict of interest shall will be permitted and deemed approved by all Members, and shall will not constitute a breach of this Agreement, of any Group Member Agreement, of any agreement contemplated herein or thereinherein, or of any duty existing at law, in equity or otherwise, including any fiduciary duty, if the resolution or course of action in respect of such conflict of interest is (D) approved by Special Approval, (E) approved by the vote of a majority of the Outstanding Units (excluding Units held by interested parties), (Fi) on terms no less favorable to the Company than those generally being provided to or available from unrelated third parties or (Gii) otherwise fair and reasonable to the Company, taking into account the totality of the relationships between the parties involved (including other transactions that may be be, in whole or in part, particularly favorable or advantageous to the Company). The Board of Directors shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of such resolution, and the Board of Directors may also adopt a resolution or course of action that has not received Special Approval. If Special Approval is not sought and the Board of Directors determines that the Any resolution or course of action taken with respect to a any actual or potential conflict that is determined by the Manager or the Board of interest complies with Directors to meet the standards set forth in clause criteria of (iiii) or (ivii) of in the second preceding sentence, then (H) such resolution or course of action shall previous sentence will be permitted and deemed approved by all the Members, and shall will not constitute a breach of this Agreement, of any Group Member Agreement, of any agreement contemplated herein or thereinherein, or of any duty existing at law, in equity stated or otherwiseimplied by law or equity, including any fiduciary duty and (I) duty. In connection with any such approval by the Manager or, following the Board Appointment, the Board of Directors, it shall be presumed that, in making its decision, the Manager or the Board of Directors acted in good faith, and in any proceeding brought by any Member or Assignee or by or on behalf of such Member or any other a Member or the Company challenging such approval, the Person bringing or prosecuting such proceeding shall have the burden of overcoming such presumption. Notwithstanding anything to the contrary in this Agreement, the existence of the conflicts of interest described in the Registration Statement are hereby approved by all Members and shall not constitute a breach of this Agreement or any duty existing at law, in equity or otherwise.

Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties. (a) Unless otherwise expressly provided in this Agreement or any Group Member Agreement, whenever a potential conflict of interest exists or arises between any Affiliate of the Company (excluding the Company and any Group Member), on the one hand, and the Company or 55 any Group Member, on the other, any resolution or course of action by the Board of Directors in respect of such conflict of interest shall be permitted and deemed approved by all Members, and shall not constitute a breach of this Agreement, of any Group Member Agreement, of any agreement contemplated herein or therein, or of any duty existing at law, in equity or otherwise, including any fiduciary duty, if the resolution or course of action in respect of such conflict of interest is (Di) approved by Special Approval, (Eii) approved by the vote of a majority of the Outstanding Units (excluding Units held by interested parties), (Fiii) on terms no less favorable to the Company than those generally being provided to or available from unrelated third parties or (Giv) fair and reasonable to the Company, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Company). The Board of Directors shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of such resolution, and the Board of Directors may also adopt a resolution or course of action that has not received Special Approval. If Special Approval is not sought and the Board of Directors determines that the resolution or course of action taken with respect to a conflict of interest complies with the standards set forth in clause (iii) or (iv) of the second preceding sentence, then (HA) such resolution or course of action shall be permitted and deemed approved by all Members, and shall not constitute a breach of this Agreement, of any Group Member Agreement, of any agreement contemplated herein or therein, or of any duty existing at law, in equity or otherwise, including any fiduciary duty and (IB) it shall be presumed that, in making its decision, the Board of Directors acted in good faith, and in any proceeding brought by any Member or Assignee or by or on behalf of such Member or any other Member or the Company challenging such approval, the Person bringing or prosecuting such proceeding shall have the burden of overcoming such presumption. Notwithstanding anything to the contrary in this Agreement, the existence of the conflicts of interest described in the Registration Statement are hereby approved by all Members and shall not constitute a breach of this Agreement or any duty existing at law, in equity or otherwise.

Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties. (a) Unless otherwise expressly provided in this Agreement or any Group Member Agreement, whenever a an actual or potential conflict of interest exists or arises between any Affiliate of the Company (excluding Sponsor, the Company and any Group Member)Manager, one or more Directors or their respective Affiliates, on the one hand, and any member of the Company Group, their respective Affiliates or any Group MemberMember other than the Sponsor or the Manager, on the other, any resolution or course of action by the Board of Directors in respect of such conflict of interest shall be permitted and deemed approved by all Members, and shall not constitute a breach of this Agreement, of any Group Member Agreement, of any agreement contemplated herein or therein, or of any duty existing at law, in equity stated or otherwiseimplied by law or equity, including any fiduciary duty, if the resolution or course of action in respect of such conflict of interest is is: (D) approved by Special Approval, (E) approved by the vote of a majority of the Outstanding Units (excluding Units held by interested parties), (Fi) on terms no less favorable to the member of the Company Group, their Affiliate or Member other than the Sponsor or the Manager, as applicable, than those generally being provided to or available from unrelated third parties or parties; (Gii) fair and reasonable to the Company, member of the Company Group or their Affiliate taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to any member of the CompanyCompany Group, their respective Affiliates or Member other than the Sponsor, as applicable); (iii) approved or ratified by a vote of disinterested Directors, or (iv) approved or ratified by a Majority Vote by the holders of Class A Units and Class B Units, voting together as a single class. The Board For the avoidance of Directors shall be doubt, the Company is authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval the approval or ratification of such resolutionthe disinterested Directors or the Members pursuant to clauses (iii) and (iv) of the preceding sentence, and the Board of Directors may also adopt a resolution or course of action that has not received Special Approvalthe approval or ratification of the disinterested Directors or Members. Failure to seek such approval or ratification shall not be deemed to indicate that a conflict of interest exists or that such approval or ratification could not have been obtained. If Special Approval is not sought and the Board of Directors determines that the resolution or course of action taken with respect to a conflict of interest complies with satisfies either of the standards set forth in clause clauses (iiii) or (ivii) of the second preceding sentenceabove, then (H) such resolution or course of action shall be permitted and deemed approved by all Members, and shall not constitute a breach of this Agreement, of any Group Member Agreement, of any agreement contemplated herein or therein, or of any duty existing at law, in equity or otherwise, including any fiduciary duty and (I) it shall be presumed that, in making its decisiondetermination, the Board of Directors acted in good faith, and in any proceeding brought by any Member or Assignee or by or on behalf of such Member or any other Member or the Company challenging such approvaldetermination, the Person bringing or prosecuting such proceeding shall have the burden of overcoming such presumption. Notwithstanding anything any other provision of this Agreement to the contrary in this Agreementor any duty otherwise existing at law or equity, the existence of the conflicts of interest described in or contemplated by the Company’s Registration Statement are hereby approved approved, and all such conflicts of interest are waived, by all the Members and each other Person who may acquire an interest in Units hereby and shall not constitute a breach of this Agreement or of any duty (fiduciary or otherwise) otherwise existing at law, in equity or otherwise.