Except as otherwise provided herein, in any instance hereunder where a person’s consent, approval, acceptance, satisfaction, determination, waiver or other action or decision (collectively, “Consent”) is sought or required, such Consent shall not be unreasonably withheld, delayed or conditioned by such person. The Managers shall make all decisions affecting the business an affairs of the Company in good faith using his reasonable business judgment (it being understood and agreed that for the purposes of this Agreement, the term “reasonable business judgment” shall refer to the “business judgment rule” as the same would be applied under Applicable Law if the Person in question were a director of a corporation).