Except as to the Managing Member and otherwise set forth in this Agreement, no Covered Person shall have any duty (including any fiduciary duty or any other duty or standard of care that may arise by default principles of law) to the Company or any Subsidiary or the Company’s Members, Managers or to other Persons that are party to or otherwise bound by this Agreement, provided, however, that nothing in this Agreement eliminates the implied contractual covenant of good faith and fair dealing or exculpates or excuses fraud, misrepresentation, gross negligence or willful misconduct.