THE COVERED PERSON.
(B)
A COVERED PERSON SHALL BE FULLY PROTECTED IN RELYING IN GOOD FAITH
UPON THE RECORDS OF THE COMPANY AND UPON SUCH INFORMATION, OPINIONS, REPORTS OR
STATEMENTS PRESENTED TO THE COMPANY BY ANY PERSON AS TO MATTERS THE COVERED
PERSON REASONABLY BELIEVES ARE WITHIN SUCH OTHER PERSON'S PROFESSIONAL OR EXPERT
COMPETENCE AND WHO HAS BEEN SELECTED WITH REASONABLE CARE BY OR ON BEHALF OF THE
COMPANY, INCLUDING INFORMATION, OPINIONS, REPORTS OR STATEMENTS AS TO THE VALUE
AND AMOUNT OF THE ASSETS, LIABILITIES, PROFITS, LOSSES, OR ANY OTHER FACTS
PERTINENT TO THE EXISTENCE AND AMOUNT OF ASSETS FROM WHICH DISTRIBUTIONS TO
MEMBERS MIGHT PROPERLY BE PAID.
SECTION 12.3
DUTIES AND LIABILITIES OF COVERED PERSONS.
(A)
TO THE EXTENT THAT, AT LAW OR IN EQUITY, A COVERED PERSON HAS
DUTIES (INCLUDING FIDUCIARY DUTIES) AND LIABILITIES RELATING THERETO TO THE
COMPANY OR TO ANY OTHER COVERED PERSON, A COVERED PERSON ACTING UNDER THIS
AGREEMENT SHALL NOT BE LIABLE TO THE COMPANY OR TO ANY OTHER COVERED PERSON FOR
ITS GOOD FAITH RELIANCE ON THE PROVISIONS OF THIS AGREEMENT.
THE PROVISIONS OF
THIS AGREEMENT, TO THE EXTENT THAT THEY RESTRICT THE DUTIES AND LIABILITIES OF A
COVERED PERSON OTHERWISE EXISTING AT LAW OR IN EQUITY, ARE AGREED BY THE PARTIES
HERETO TO REPLACE SUCH OTHER DUTIES AND LIABILITIES OF SUCH COVERED PERSON.
(B)
UNLESS OTHERWISE EXPRESSLY PROVIDED HEREIN, (I) WHENEVER A
CONFLICT OF INTEREST EXISTS OR ARISES BETWEEN COVERED PERSONS, OR (II) WHENEVER
THIS AGREEMENT OR ANY OTHER AGREEMENT CONTEMPLATED HEREIN PROVIDES THAT A
COVERED PERSON SHALL ACT IN A MANNER THAT IS, OR PROVIDES TERMS THAT ARE, FAIR
AND REASONABLE TO THE COMPANY OR ANY MEMBER, THE COVERED PERSON
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shall resolve such conflict of interest, taking such action or providing such
terms, considering in each case the relative interest of each party (including
its own interest), such conflict, agreement, transaction or situation and the
benefits and burdens relating to such interests, any customary or accepted
industry practices, and any applicable generally accepted accounting practices
or principles.
In the absence of bad faith by the Covered Person, the
resolution, action or term so made, taken or provided by the Covered Person
shall not constitute a breach of this Agreement or any other agreement
contemplated herein or of any duty or obligation of the Covered Person at law or
in equity or otherwise.
(C)
WHENEVER IN THIS AGREEMENT A COVERED PERSON IS PERMITTED OR
REQUIRED TO MAKE A DECISION (I) IN ITS "DISCRETION" OR UNDER A GRANT OF SIMILAR
AUTHORITY OR LATITUDE, THE COVERED PERSON SHALL BE ENTITLED TO CONSIDER SUCH
INTERESTS AND FACTORS AS IT DESIRES, INCLUDING ITS OWN INTERESTS, AND SHALL HAVE
NO DUTY OR OBLIGATION TO GIVE ANY CONSIDERATION TO ANY INTEREST OF OR FACTORS
AFFECTING THE COMPANY OR ANY OTHER PERSON, OR (II) IN ITS "GOOD FAITH" OR UNDER
ANOTHER EXPRESS STANDARD, THE COVERED PERSON SHALL ACT UNDER SUCH EXPRESS
STANDARD AND SHALL NOT BE SUBJECT TO ANY OTHER OR DIFFERENT STANDARD IMPOSED BY
THIS AGREEMENT