Actions in Capacity as a Member or Unitholder. To the fullest extent permitted by applicable law, and except as otherwise expressly provided herein, no Member, Unitholder (other than the Board, acting in its capacity as such) or its respective Indemnitees shall be liable to the Company, any Member, any Unitholder or any other Person bound by this Agreement as a result of or arising out any action of or omission by such Member or Unitholder solely in its capacity as a Member or Unitholder, except to the extent such Obligations arise out of such Member’s # material breach of this Agreement or any other Transaction Document or # bad faith violation of the implied contractual covenant of good faith and fair dealing, in each case as determined by a final judgment, order or decree of an arbitrator or a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected).

Members and Unitholders. To the fullest extent permitted by law, including Section 18-1101(e) of the Delaware Act, and notwithstanding any duty otherwise existing at law or in equity, no Member or Unitholder, solely in its capacity as such, shall owe any fiduciary duty to the Company, the Board, any Member, any Unitholder or any other Person bound by this Agreement, provided that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Nothing in this [Section 5.4(a)] shall limit the liabilities, duties or obligations of any Member or Unitholder acting in his or her capacity as an officer or Board pursuant to any other provision of this Agreement.

Capacity. Executive shall serve Employer as President and Chief Executive Officer of Employer and may serve as an officer of other entities owned in whole or in part by the Employer, with such powers and duties as may be set forth in the bylaws or as otherwise prescribed from time to time by Employer, which duties shall include, without limitation, strategic and long-range planning for, and oversight of the day-to-day operations of Employer. Executive’s continued employment with Employer is conditioned upon performance and results as set forth herein.

Member. As of the date hereof, the Member is the sole member of the Company. The name and mailing address of the Member are as follows:

Member. Except as otherwise required by the Act, the business and affairs of the Company shall be managed by or under the direction of the Member.

Member. The Member shall have the same fiduciary duties to the Company as a member of the board of directors of a Delaware corporation. For the avoidance of doubt, such fiduciary duties shall not be limited by the fact that the Member shall be permitted to take certain actions in its sole or reasonable discretion pursuant to the terms of this Agreement or any agreement entered into in connection herewith. Notwithstanding the foregoing, the Company acknowledges that the Member will act through its board of directors, and that the board of directors will owe fiduciary duties to the Member and its stockholders. The Member will use commercially reasonable and appropriate efforts and means, as determined in good faith by the Member, to minimize any conflict of interest between the Company, on the one hand, and the stockholders of the Member, on the other hand, and to effectuate any transaction that involves or affects any of the Company, the Member and/or the stockholders of the Member in a manner that does not # disadvantage the Company of its interests relative to the stockholders of the Member, # advantage the stockholders of the Member relative to the Company or # treat the Company and the stockholders of the Member differently; provided that in the event of a conflict between the interests of the stockholders of the Member and the interests of the Company, the Company agrees that the Member shall discharge its fiduciary duties to the Company by acting in the best interests of the Member’s stockholders.

Capacity Allocation. Promptly after execution of this Agreement and from time to time thereafter as needed, PBI and HWC shall agree upon the production capacity of the combined lab facilities of PBI and HWC dedicated to the Wound Care Business (the “Capacity”). On a monthly basis, twenty percent (20%) of the Capacity shall be allocated to production for sales to Specified Accounts and the remaining eighty percent (80%) shall be allocated to production for all other sales. If on the 15th day of the preceding month sales scheduled for production in a given month are insufficient to fill either allocation of Capacity, then the allocation shall be withdrawn for that month to allow the shortfall to be completed by sales to any accounts.

TPI shall deliver the finished Components to the Storage Yard in shipping fixtures provided by GEII that are capable of appropriately transporting the Components from the Production Facility to the Storage Yard. GEII shall provide shipping fixtures to the Storage Yard. TPI shall be responsible for transfer of the shipping fixtures to the Production Facility for the loading and transportation of the blades to the Storage Yard. TPI shall be responsible for the proper care of the shipping fixtures, and all unloading of trailers at the Storage Yard. All damages or losses at the Storage Yard, including without limitation, the Components shall be borne by TPI, and TPI shall be responsible for insuring against risk of loss or damage at the Storage Yard. The parties understand that TPI shall have no obligation to provide any storage of finished Components at the Production Facility.

Family Member. For purposes of [Section 12(b)], “family member” shall mean a grantee’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the grantee’s household (other than a tenant of the grantee), a trust in which these persons (or the grantee) have more than 50 percent of the beneficial interest, a foundation in which these persons (or the grantee) control the management of assets, and any other entity in which these persons (or the grantee) own more than 50 percent of the voting interests.

Governmental Actions. No Governmental Action is or will be required in connection with # the execution, delivery or performance by it of, or the consummation by it of the transactions contemplated by, this Amendment or any other Loan Document being executed and delivered in connection with this Amendment to which it is, or is to become, a party, or # the performance by it of the Amended Agreement, in each case, other than such Borrower’s Approval, as applicable, which has been duly issued and is in full force and effect.