Limited Liability Company Agreement

　　(5) the sale of all or substantially all of the company's assets.

　　(c) all of hhh partners' approval rights pursuant to this section 5.4(b) shall terminate in the event that it exercises the put right, and thereafter the manager shall not cause or commit the company to do any of things specified in section 5.4(b) without the consent of a majority interest, which consent may be unreasonably withheld.

　　5.5 liability for certain acts.

　　(a) subject only to section 10.5, the manager does not, in any way, guarantee the return of the equity owners' capital contributions or a profit for the equity owners from the operations of the company.

　　(b) the manager shall not be liable to the company or to any member for any loss or damage sustained by the company or any member (or successor thereto), except to the extent, if any, that the loss or damage shall have been the result of gross negligence, fraud, deceit or willful misconduct.

　　5.6 manager and members have no exclusive duty to company; noncompetition covenant.

　　(a) except as expressly provided in section 5.6(b):

　　(1) the manager and the members shall have no exclusive duty to act on behalf of the company.

　　(2) each manager and member may have other business interests and may engage in other activities in addition to those relating to the company.

　　(3) neither the company nor any manager shall have any right, by virtue of this agreement, to share or participate in any other investments or activities of any other manager or member.

　　(4) neither any manager nor any equity owner shall incur any liability to the company or to any of the equity owners as a result of engaging in any other business or venture.

　　(b) restriction on competition.

　　(1) during the term of the term of this agreement, neither the manager nor the members shall directly or indirectly, for their own account or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a 'person'):

　　(i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant, advisor, or sales representative, in (a) any travel agency business in direct competition with the company or (b) any business selling any products or services in direct competition with the company;

　　(ii) call upon any person who is an employee of the company or its subsidiaries for the purpose or with the intent of enticing such employee away from or out of the employ of the company or its subsidiaries; or