Common use of Additional Committees Clause in Contracts

Additional Committees. (a) If the Member is the Governing Entity, the Member may designate any committee of the Company (a “Management Committee”) which, to the extent provided in resolution or resolutions adopted by the Member, shall have and may exercise, subject to the provisions of this Agreement, the powers and authority of the Member granted hereunder. If the Member is the Governing Entity, the Member shall have full authority to (i) determine from time to time the number of members to constitute any such Management Committee and the term of office (if any) in connection therewith, (ii) appoint such individuals to be members thereof as it shall choose in its discretion, (iii) remove and replace any member thereof, with or without cause, at any time and for any reason or no reason, and (iv) fill any positions created on any such Management Committee as a result of an increase in the size of such Management Committee or vacancies. Members of any Management Committee need not be Officers, Directors or Members. If the Member ceases to be the Governing Entity, each Management Committee shall automatically be dissolved. (b) Each member of a Management Committee appointed shall hold office until a successor is appointed and qualified or until such individual’s earlier death, resignation or removal. Any member of a Management Committee may resign at any time by giving notice of such individual’s resignation in writing or by electronic transmission to the Member, the Chairman of the Board or the Secretary of the Company. Any such resignation shall take effect at the time specified therein, or if the time when it shall become effective shall not be specified therein, then it shall take effect immediately upon its receipt by the Company. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. (c) Unless the Member shall otherwise provide (in the charter of such Management Committee or otherwise), (i) a Management Committee shall not be required to hold any meetings, (ii) a majority of all the members of any such Management Committee may determine its action and fix the time and place of its meetings, if any, and specify what notice thereof, if any, shall be given and (iii) a Management Committee shall not be required to keep regular minutes of its meetings or report the same to the Member. (d) Members of any Management Committee may participate in any meetings by means of telephone conference or other communications equipment that allows all persons participating in the meeting to hear each other, and such participation in a meeting shall constitute presence in person at the meeting. If all the participants are participating by telephone conference or other communications equipment that allows all persons participating in the meeting to hear each other, the meeting shall be deemed to be held at the principal place of business of the Company. (e) Any action required or permitted to be taken at any meeting by a Management Committee may be taken without a meeting if a consent or consents thereto is signed or transmitted electronically, as the case may be, by all members of the Management Committee and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of such Management Committee. (f) To the extent of their powers set forth in this Agreement and in a resolution or resolutions adopted by the Member, the members of any Management Committee are agents of the Company for the purpose of the Company’s business, and the actions of the members of any Management Committee taken in accordance with such powers set forth in this Agreement and in a resolution or resolutions adopted by the Member shall bind the Company. Notwithstanding the last sentence of Section 18-402 of the Act, except as provided in this Agreement or in a resolution of the members of any Management Committee, a member of any Management Committee may not bind the Company. (g) If the Member is the Governing Entity, the Member may (directly or indirectly through one or more other entities, in the name and on behalf of the Company, on its own behalf or in its capacity as general partner of the Issuer, or as general or limited partner, member or other equity owner of any Ares Entity) take such actions as are necessary or appropriate to (i) designate one or more committees (including any investment committees) of the Issuer or any Ares Entity, (ii) appoint such individuals to be members thereof as it shall choose in its discretion, (iii) remove and replace any member thereof, with or without cause, at any time and for any reason or no reason, and (iv) fill any positions created on any such committee as a result of an increase in the size of such committee or vacancies.