This Agreement (and all Schedules and Exhibits hereto), the Subscription Agreement and the Management Agreement contain the entire understanding among the parties hereto and supersede all prior written or oral agreements among them respecting the within subject matter, unless otherwise provided herein. There are no representations, agreements, arrangements or understandings, oral or written, among the Members hereto relating to the subject matter of this Agreement which are not fully expressed herein, and in said Exhibits and Schedules, or in the Management Agreement.