Common use of Executive Committee Clause in Contracts

Executive Committee. (A) The Executive Committee shall be composed of not more than nine members who shall be selected by the Board of Directors from its own members and who shall hold office during the pleasure of the Board. (B) The Executive Committee shall have all the powers of the Board of Directors when it is not in session to transact all business for and in behalf of the Company that may be brought before it. (C) The Executive Committee shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Executive Committee or at the call of the Chairman of the Board of Directors. The majority of its members shall be necessary to constitute a quorum for the transaction of business. Special meetings of the Executive Committee may be held at any time when a quorum is present. (D) Minutes of each meeting of the Executive Committee shall be kept and submitted to the Board of Directors at its next meeting. (E) The Executive Committee shall advise and superintend all investments that may be made of the funds of the Company, and shall direct the disposal of the same, in accordance with such rules and regulations as the Board of Directors from time to time make. (F) In the event of a state of disaster of sufficient severity to prevent the conduct and management of the affairs and business of the Company by its directors and officers as contemplated by these By-Laws any two available members of the Executive Committee as constituted immediately prior to such disaster shall constitute a quorum of that Committee for the full conduct and management of the affairs and business of the Company in accordance with the provisions of Article III of these By-Laws; and if less than three members of the Trust Committee is constituted immediately prior to such disaster shall be available for the transaction of its business, such Executive Committee shall also be empowered to exercise all of the powers reserved to the Trust Committee under Article III Section 2 hereof. In the event of the unavailability, at such time, of a minimum of two members of such Executive Committee, any three available directors shall constitute the Executive Committee for the full conduct and management of the affairs and business of the Company in accordance with the foregoing provisions of this Section. This By-Law shall be subject to implementation by Resolutions of the Board of Directors presently existing or hereafter passed from time to time for that purpose, and any provisions of these By-Laws (other than this Section) and any resolutions which are contrary to the provisions of this Section or to the provisions of any such implementary Resolutions shall be suspended during such a disaster period until it shall be determined by any interim Executive Committee acting under this section that it shall be to the advantage of the Company to resume the conduct and management of its affairs and business under all of the other provisions of these By-Laws.

Executive Committee. (A) The Executive Committee shall be composed of not more than nine members who shall be selected by the Board of Directors from its own members and who shall hold office during the pleasure of the Board. (B) The Executive Committee shall have all the powers of the Board of Directors when it is not in session to transact all business for and in behalf of the Company that may be brought before it. (C) The Executive Committee shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Executive Committee or at the call of the Chairman of the Board of Directors. The majority of its members shall be necessary to constitute a quorum for the transaction of business. Special meetings of the Executive Committee may be held at any time when a quorum is present. (D) Minutes of each meeting of the Executive Committee shall be kept and submitted to the Board of Directors at its next meeting. (E) The Executive Committee shall advise and superintend all investments that may be made of the funds of the Company, and shall direct the disposal of the same, in accordance with such rules and regulations as the Board of Directors from time to time make. (F) In the event of a state of disaster of sufficient severity to prevent the conduct and management of the affairs and business of the Company by its directors and officers as contemplated by these By-Laws any two available members of the Executive Committee as constituted immediately prior to such disaster shall constitute a quorum of that Committee for the full conduct and management of the affairs and business of the Company in accordance with the provisions of Article III of these By-Laws; and if less than three members of the Trust Committee is constituted immediately prior to such disaster shall be available for the transaction of its business, such Executive Committee shall also be empowered to exercise all of the powers reserved to the Trust Committee under Article III Section 2 hereof. In the event of the unavailability, at such time, of a minimum of two members of such Executive Committee, any three available directors shall constitute the Executive Committee for the full conduct and management of the affairs and business of the Company in accordance with the foregoing provisions of this Section. This By-By- Law shall be subject to implementation by Resolutions of the Board of Directors presently existing or hereafter passed from time to time for that purpose, and any provisions of these By-Laws (other than this Section) and any resolutions which are contrary to the provisions of this Section or to the provisions of any such implementary Resolutions shall be suspended during such a disaster period until it shall be determined by any interim Executive Committee acting under this section that it shall be to the advantage of the Company to resume the conduct and management of its affairs and business under all of the other provisions of these By-Laws.

Executive Committee. (A) The Executive Committee shall be composed of not more than nine members who shall be selected by the Board of Directors from its own members and who shall hold office during the pleasure of the Board. (B) The Executive Committee shall have all the powers of the Board of Directors when it is not in session to transact all business for and in behalf of the Company that may be brought before it. (C) The Executive Committee shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Executive Committee or at the call of the Chairman of the Board of Directors. The majority of its members shall be necessary to constitute a quorum for the transaction of business. Special meetings of the Executive Committee may be held at any time when a quorum is present. (D) Minutes of each meeting of the Executive Committee shall be kept and submitted to the Board of Directors at its next meeting. (E) The Executive Committee shall advise and superintend all investments that may be made of the funds of the Company, and shall direct the disposal of the same, in accordance with such rules and regulations as the Board of Directors from time to time make. (F) In the event of a state of disaster of sufficient severity to prevent the conduct and management of the affairs and business of the Company by its directors and officers as contemplated by these By-Laws any two available members of the Executive Committee as constituted immediately prior to such disaster shall constitute a quorum of that Committee for the full conduct and management of the affairs and business of the Company in accordance with the provisions of Article III of these By-Laws; and if less than three members of the Trust Committee is constituted immediately prior to such disaster shall be available for the transaction of its business, such Executive Committee shall also be empowered to exercise all of the powers reserved to the Trust Committee under Article III Section 2 hereof. In the event of the unavailability, at such time, of a minimum of two members of such Executive Committee, any three available directors shall constitute the Executive Committee for the full conduct and management of the affairs and business of the Company in accordance with the foregoing provisions of this Section. This By-Law shall be subject to implementation by Resolutions of the Board of Directors presently existing or hereafter passed from time to time for that purpose, and any provisions of these By-Laws (other than this Section) and any resolutions which are contrary to the provisions of this Section or to the provisions of any such implementary Resolutions shall be suspended during such a disaster period until it shall be determined by any interim Executive Committee acting under this section that it shall be to the advantage of the Company to resume the conduct and management of its affairs and business under all of the other provisions of these By-Laws.this

Executive Committee. (A) The Executive Committee shall be composed of not more than nine members who shall be selected by the Board of Directors from its own members and who shall hold office during the pleasure of the Board. (B) The Executive Committee shall have all the powers of the Board of Directors when it is not in session to transact all business for and in behalf of the Company that may be brought before it. (C) The Executive Committee shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by least once a majority of its members, or at the call of the Chairman of the Executive Committee or at the call of the Chairman of week in each week the Board of Directorsis not regularly scheduled to meet. The A majority of its members shall be necessary to constitute a quorum for the transaction of business. Special meetings of the Executive Committee may be held at any time when a quorum is present. (D) Minutes of each meeting of the Executive Committee shall be kept and submitted to the Board of Directors at its next meeting. (E) The Executive Committee shall advise and superintend all investments that may be made of the funds of the Company, and shall direct the disposal of the same, in accordance with such rules and regulations as the Board of Directors from time to time make. (F) In the event of a state of disaster of sufficient severity to prevent the conduct and management of the affairs and business of the Company by its directors and officers as contemplated by these By-Laws any two available members of the Executive Committee as constituted immediately prior to such disaster shall constitute a quorum of that Committee for the full conduct and management of the affairs and business of the Company in accordance with the provisions of Article III of these By-Laws; and if less than three members of the Trust Committee is constituted immediately prior to such disaster shall be available for the transaction of its business, such Executive Committee shall also be empowered to exercise all of the powers reserved to the Trust Committee under Article III Section 2 hereof. In the event of the unavailability, at such time, of a minimum of two members of such Executive Committee, any three available directors shall constitute the Executive Committee for the full conduct and management of the affairs and business of the Company in accordance with the foregoing provisions of this Section. This By-Law shall be subject to implementation by Resolutions of the Board of Directors presently existing or hereafter passed from time to time for that purpose, and any provisions of these By-Laws (other than this Section) and any resolutions which are contrary to the provisions of this Section or to the provisions of any such implementary Resolutions shall be suspended during such a disaster period until it shall be determined by any interim Executive Committee acting under this section that it shall be to the advantage of the Company to resume the conduct and management of its affairs and business under all of the other provisions of these By-Laws.

Executive Committee. (A) The Executive Committee shall be composed of not more than nine members who shall be selected by the Board of Directors from its own members and who shall hold office during the pleasure of the Board. (B) The Executive Committee shall have all the powers of the Board of Directors when it is not in session to transact all business for and in behalf of the Company that may be brought before it. (C) The Executive Committee shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Executive Committee or at the call of the Chairman of the Board of Directors. The majority of its members shall be necessary to constitute a quorum for the transaction of business. Special meetings of the Executive Committee may be held at any time when a quorum is present. (D) Minutes of each meeting of the Executive Committee shall be kept and submitted to the Board of Directors at its next meeting. (E) The Executive Committee shall advise and superintend all investments that may be made of the funds of the Company, and shall direct the disposal of the same, in accordance with such rules and regulations as the Board of Directors from time to time make. (F) In the event of a state of disaster of sufficient severity to prevent the conduct and management of the affairs and business of the Company by its directors and officers as contemplated by these By-Laws any two available members of the Executive Committee as constituted immediately prior to such disaster shall constitute a quorum of that Committee for the full conduct and management of the affairs and business of the Company in accordance with the provisions of Article III of these By-Laws; and if less than three members of the Trust Committee is constituted immediately prior to such disaster shall be available for the transaction of its business, such Executive Committee shall also be empowered to exercise all of the powers reserved to the Trust Committee under Article III Section 2 hereof. In the event of the unavailability, at such time, of a minimum of two members of such Executive Committee, any three available directors shall constitute the Executive Committee for the full conduct and management of the affairs and business of the Company in accordance with the foregoing provisions of this Section. This By-Law shall be subject to implementation by Resolutions of the 20 Board of Directors presently existing or hereafter passed from time to time for that purpose, and any provisions of these By-Laws (other than this Section) and any resolutions which are contrary to the provisions of this Section or to the provisions of any such implementary Resolutions shall be suspended during such a disaster period until it shall be determined by any interim Executive Committee acting under this section that it shall be to the advantage of the Company to resume the conduct and management of its affairs and business under all of the other provisions of these By-Laws.

Executive Committee. (A) The Executive Committee shall be composed of not more than nine members who shall be selected by the Board of Directors from its own members and who shall hold office during the pleasure of the Board. (B) The Executive Committee shall have all the powers of the Board of Directors when it is not in session to transact all business for and in behalf of the Company that may be brought before it. (C) The Executive Committee shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by least once a majority of its members, or at the call of the Chairman of the Executive Committee or at the call of the Chairman of week in each week the Board of Directorsis not regularly scheduled to meet. The A majority of its members shall be necessary to constitute a quorum for the transaction of business. Special meetings of the Executive Committee may be held at any time when a quorum is present. (D) Minutes of each meeting of the Executive Committee shall be kept and submitted to the Board of Directors at its next meeting. (E) The Executive Committee shall advise and superintend all investments that may be made of the funds of the Company, and shall direct the disposal of the same, in accordance with such rules and regulations as the Board of Directors from time to time make. (F) In the event of a state of disaster of sufficient severity to prevent the conduct and management of the affairs and business of the Company by its directors and officers as contemplated by these By-By- Laws any two available members of the Executive Committee as constituted immediately prior to such disaster shall constitute a quorum of that Committee for the full conduct and management of the affairs and business of the Company in accordance with the provisions of Article III of these By-Laws; and if less than three members of the Trust Committee is constituted immediately prior to such disaster shall be available for the transaction of its business, such Executive Committee shall also be empowered to exercise all of the powers reserved to the Trust Committee under Article III Section 2 hereof. In the event of the unavailability, at such time, of a minimum of two members of such Executive Committee, any three available directors shall constitute the Executive Committee for the full conduct and management of the affairs and business of the Company in accordance with the foregoing provisions of this Section. This By-Law shall be subject to implementation by Resolutions of the Board of Directors presently existing or hereafter passed from time to time for that purpose, and any provisions of these By-Laws (other than this Section) and any resolutions which are contrary to the provisions of this Section or to the provisions of any such implementary Resolutions shall be suspended during such a disaster period until it shall be determined by any interim Executive Committee acting under this section that it shall be to the advantage of the Company to resume the conduct and management of its affairs and business under all of the other provisions of these By-Laws.

Executive Committee. (A) The Executive Committee shall be composed of not more than nine members who shall be selected by the Board of Directors from its own members and who shall hold office during the pleasure of the Board. (B) The Executive Committee shall have all the powers of the Board of Directors when it is not in session to transact all business for and in behalf of the Company that may be brought before it. (C) The Executive Committee shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Executive Committee or at the call of the Chairman of the Board of Directors. The majority of its members shall be necessary to constitute a quorum for the transaction of business. Special meetings of the Executive Committee may be held at any time when a quorum is present. (D) Minutes of each meeting of the Executive Committee shall be kept and submitted to the Board of Directors at its next meeting. (E) The Executive Committee shall advise and superintend all investments that may be made of the funds of the Company, and shall direct the disposal of the same, in accordance with such rules and regulations as the Board of Directors from time to time make. (F) In the event of a state of disaster of sufficient severity to prevent the conduct and management of the affairs and business of the Company by its directors and officers as contemplated by these By-Laws any two available members of the Executive Committee as constituted immediately prior to such disaster shall constitute a quorum of that Committee for the full conduct and management of the affairs and business of the Company in accordance with the provisions of Article III of these By-Laws; and if less than three members of the Trust Committee is constituted immediately prior to such disaster shall be available for the transaction of its business, such Executive Committee shall also be empowered to exercise all of the powers reserved to the Trust Committee under Article III Section 2 hereof. In the event of the unavailability, at such time, of a minimum of two members of such Executive Committee, any three available directors shall constitute the Executive Committee for the full conduct and management of the affairs and business of the Company in accordance with the foregoing provisions of this Section. This By-Law shall be subject to implementation by Resolutions of the Board of Directors presently existing or hereafter passed from time to time for that purpose, and any provisions of these By-Laws (other than this Section) and any resolutions which are contrary to the provisions of this Section or to the provisions of any such implementary Resolutions shall be suspended during such a disaster period until it shall be determined by any interim Executive Committee acting under this section that it shall be to the advantage of the Company to resume the conduct and management of its affairs and business under all of the other provisions of these By-Laws.foregoing

Executive Committee. (A) Section 1. The Executive Committee board shall have an executive committee consisting of three officers and two other directors, all of whom shall be composed elected at the annual meetings of not more than nine the board held in even numbered years after 1972. Vacancies of members who on the executive committee may be filled by the board of directors at any regular or special meeting. Section 2. The executive committee may adopt bylaws governing its own procedures, which shall be selected by subject to this agreement, the Board of Directors from its own members and who shall hold office during the pleasure bylaws of the Boardboard, and any resolutions or other directives of the board. (B) The Executive Committee shall have all the powers Section 3. A quorum at a meeting of the Board of Directors when it executive committee is not in session to transact all business for and in behalf of the Company that may be brought before itthree (3). (C) Section 4. The Executive Committee executive committee shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Executive Committee president or at upon the call of the Chairman any two other members of the Board of Directorsexecutive committee. The majority date and place of its members the meeting shall be necessary fixed by the person or persons calling it. At least forty-eight (48) hours' advance written notice of such meeting shall be given to constitute a quorum for the transaction of business. Special meetings all members of the Executive Committee executive committee by the person or persons calling the meeting. Such notice, however, may be held at waived by any time when or all members who actually attend the meeting or who give written waiver of such notice for a quorum is presentspecified meeting. Section 5. The executive committee shall have the following duties: (a) It shall exercise the powers and perform the duties delegated to it by the board of directors, subject to such conditions and limitations as may be imposed by the board. (Db) Minutes of It shall cause to be prepared a proposed annual budget each meeting of the Executive Committee year which shall be kept and submitted to the Board board of Directors directors at its next least thirty (30) days before the annual meeting. (Ec) The Executive Committee It shall advise and superintend all investments that may be made present a full report of its activities at each regular meeting of the funds of the Company, and shall direct the disposal of the same, in accordance with such rules and regulations as the Board of Directors from time to time makeboard. (F) In the event of a state of disaster of sufficient severity Section 6. Subject to prevent the conduct and management of the affairs and business of the Company by its directors and officers as contemplated by these By-Laws any two available members of the Executive Committee as constituted immediately prior to such disaster shall constitute a quorum of that Committee for the full conduct and management of the affairs and business of the Company in accordance with the provisions of Article III the approved budget it shall have the authority to appoint, fix the conditions of these By-Laws; employment of, and if less than three members remove any employees of the Trust Committee is constituted immediately prior organization. Section 7. It shall have authority to such disaster shall be available fix charges for the transaction of its business, such Executive Committee shall also be empowered to exercise all use of the powers reserved programs and facilities of LOGIS, both as to members and nonmembers consistent with policies and guidelines established by the Trust Committee under Article III board. Section 2 hereof8. In All actions taken by the event of the unavailability, at such time, of a minimum of two members of such Executive Committee, any three available directors shall constitute the Executive Committee for the full conduct and management of the affairs and business of the Company in accordance with the foregoing provisions of this Section. This By-Law executive committee shall be subject to implementation control by Resolutions the board of directors as the Board of Directors presently existing or hereafter passed from time to time for that purpose, and any provisions of these By-Laws (other than this Section) and any resolutions which are contrary to the provisions of this Section or to the provisions of any such implementary Resolutions board shall be suspended during such a disaster period until it shall be determined by any interim Executive Committee acting under this section that it shall be to the advantage of the Company to resume the conduct and management of its affairs and business under all of the other provisions of these By-Lawsdeem advisable.

Executive Committee. (A) The Executive Committee shall be composed of not more than nine members who shall be selected by the Board of Directors from its own members and who shall hold office during the pleasure of the Board. (B) The Executive Committee shall have all the powers of the Board of Directors when it is not in session to transact all business for and in behalf of the Company that may be brought before it. (C) The Executive Committee shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Executive Committee or at the call of the Chairman of the Board of Directors. The majority of its members shall be necessary to constitute a quorum for the transaction of business. Special meetings of the Executive Committee may be held at any time when a quorum is present. (D) Minutes of each meeting of the Executive Committee shall be kept and submitted to the Board of Directors at its next meeting. (E) The Executive Committee shall advise and superintend all investments that may be made of the funds of the Company, and shall direct the disposal of the same, in accordance with such rules and regulations as the Board of Directors from time to time make. (F) In the event of a state of disaster of sufficient severity to prevent the conduct and management of the affairs and business of the Company by its directors and officers as contemplated by these By-Laws any two available members of the Executive Committee as constituted immediately prior to such disaster shall constitute a quorum of that Committee for the full conduct and management of the affairs and business of the Company in accordance with the provisions of Article III of these By-Laws; and if less than three members of the Trust Committee is constituted immediately prior to such disaster shall be available for the transaction of its business, such Executive Committee shall also be empowered to exercise all of the powers reserved to the Trust Committee under Article III Section 2 hereof. In the event of the unavailability, at such time, of a minimum of two members of such Executive Committee, any three available directors shall constitute the Executive Committee for the full conduct and management of the affairs and business of the Company in accordance with the foregoing provisions of this Section. This By-Law shall be subject to implementation by Resolutions of the Board of Directors presently existing or hereafter passed from time to time for that purpose, and any provisions of these By-Laws (other than this Section) and any resolutions which are contrary to the provisions of this Section or to the provisions of any such implementary Resolutions shall be suspended during such a disaster period until it shall be determined by any interim Executive Committee acting under this section that it shall be to the advantage of the Company to resume the conduct and management of its affairs and business under all of the other provisions of these By-Laws.the

Executive Committee. (A) The Executive Committee shall be composed of not more than nine members who shall be selected by the Board of Directors from its own members and who shall hold office during the pleasure of the Board. (B) The Executive Committee shall have all the powers of the Board of Directors when it is not in session to transact all business for and in behalf of the Company that may be brought before it. (C) The Executive Committee shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by least once a majority of its members, or at the call of the Chairman of the Executive Committee or at the call of the Chairman of week in each week the Board of Directorsis not regularly scheduled to meet. The A majority of its members shall be necessary to constitute a quorum for the transaction of business. Special meetings of the Executive Committee may be held at any time when a quorum is present. (D) Minutes of each meeting of the Executive Committee shall be kept and submitted to the Board of Directors at its next meeting. (E) The Executive Committee shall advise and superintend all investments that may be made of the funds of the Company, and shall direct the disposal of the same, in accordance with such rules and regulations as the Board of Directors from time to time make. (F) In the event of a state of disaster of sufficient severity to prevent the conduct and management of the affairs and business of the Company by its directors and officers as contemplated by these By-Laws any two available members of the Executive Committee as constituted immediately prior to such disaster shall constitute a quorum of that Committee for the full conduct and management of the affairs and business of the Company in accordance with the provisions of Article III of these By-By- Laws; and if less than three members of the Trust Committee is constituted immediately prior to such disaster shall be available for the transaction of its business, such Executive Committee shall also be empowered to exercise all of the powers reserved to the Trust Committee under Article III Section 2 hereof. In the event of the unavailability, at such time, of a minimum of two members of such Executive Committee, any three available directors shall constitute the Executive Committee for the full conduct and management of the affairs and business of the Company in accordance with the foregoing provisions of this Section. This By-Law shall be subject to implementation by Resolutions of the Board of Directors presently existing or hereafter passed from time to time for that purpose, and any provisions of these By-Laws (other than this Section) and any resolutions which are contrary to the provisions of this Section or to the provisions of any such implementary Resolutions shall be suspended during such a disaster period until it shall be determined by any interim Executive Committee acting under this section that it shall be to the advantage of the Company to resume the conduct and management of its affairs and business under all of the other provisions of these By-Laws.

Executive Committee. (Ai) The There shall be an Executive Committee shall be composed of not more than nine members who shall be selected by the Board of Directors from its own members and who shall hold office during the pleasure of the Board. (B) The Executive Committee shall have all the powers of the Board of Directors when it is not in session to transact all business for and in behalf of the Company that may be brought before it. (C) The Executive Committee shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Executive Committee or at the call of the Chairman of the Board of Directors. The majority Executive Committee shall consist of its three members of the Board of Directors: the Chairperson and two other Directors. Two members of the Board of Directors (other than the Chairperson) shall be necessary eligible to constitute serve on the Executive Committee, on a quorum for rotating basis, in accordance with the transaction alphabetical order of businessthe names of the Consortium Members that they represent (excluding the Consortium Member represented by the person serving as the Chairperson), beginning with the name that is first in order. Special meetings Each member of the Executive Committee (other than the Chairperson) shall serve a term of two years, except that the initial term of the member representing the Consortium Member whose name is first in order shall be one year so that terms will be staggered between the rotating members. (ii) Meetings of the Executive Committee shall be called by the Chairperson, who must give notice of each meeting to all other members of the Executive Committee. Meetings of the Executive Committee may be held in person or by telephone. A majority of the Executive Committee members shall constitute a quorum for the authorization or taking of any action, and the affirmative vote of a majority of the Executive Committee members present at any time when a meeting at which a quorum is present. (D) Minutes present shall be necessary for the authorization or taking of each any action by the Executive Committee. Any action that may be authorized or taken at a meeting of the Executive Committee may be authorized or taken without a meeting with the affirmative approval in writing of all members of the Executive Committee, subject to applicable law. (iii) The Executive Committee shall have the full powers of the Board of Directors to manage and conduct the affairs of the Consortium between meetings of the Board of Directors. Notwithstanding the foregoing, the Executive Committee’s powers shall be kept limited to such actions as the Executive Committee deems necessary in order for the actions to be timely, and submitted the Executive Committee is expressly prohibited from authorizing or taking any of the following actions: (iv) The Executive Committee is specifically authorized and directed to review and decide all appeals and challenges by Employees, their eligible dependents and designated beneficiaries of adverse determinations by the Plan Administrator of care or coverage under benefit programs offered by or through the Consortium. The Executive Committee shall have the discretion to determine eligibility for care, coverage or benefits and to interpret the terms of benefit programs offered by or through the Consortium. Each Consortium Member must refer all such appeals and challenges presented to it to the Executive Committee for review and decision. (v) The Executive Committee shall report all of its actions to the Board of Directors at its the Board’s next meeting. The Board of Directors may ratify any action authorized or taken by the Executive Committee, or, by at least a two-thirds vote of the Directors present at a meeting at which a quorum is present, may rescind and overrule such action. (Evi) The Executive Committee shall advise and superintend all investments that Board of Directors may be made by resolution provide for such other committees of the funds of the Company, and shall direct the disposal of the same, in accordance with such rules and regulations Directors as the Board of Directors from time to time make. (F) In the event of a state of disaster of sufficient severity to prevent the conduct and management of the affairs and business of the Company by its directors and officers as contemplated by these By-Laws any two available members of the Executive Committee as constituted immediately prior to such disaster shall constitute a quorum of that Committee for the full conduct and management of the affairs and business of the Company in accordance with the provisions of Article III of these By-Laws; and if less than three members of the Trust Committee is constituted immediately prior to such disaster shall be available for the transaction of its business, such Executive Committee shall also be empowered to exercise all of the powers reserved to the Trust Committee under Article III Section 2 hereof. In the event of the unavailability, at such time, of a minimum of two members of such Executive Committee, any three available directors shall constitute the Executive Committee for the full conduct and management of the affairs and business of the Company in accordance with the foregoing provisions of this Section. This By-Law shall be subject to implementation by Resolutions of the Board of Directors presently existing or hereafter passed from time to time for that purposedeems desirable, and any provisions of these By-Laws (other than this Section) and any resolutions which are contrary to discontinue the provisions of this Section or to same at the provisions of any such implementary Resolutions shall be suspended during such a disaster period until it shall be determined by any interim Executive Committee acting under this section that it shall be to the advantage of the Company to resume the conduct and management of its affairs and business under all of the other provisions of these By-LawsBoard’s pleasure.

Executive Committee. (Aa) Except where expressly provided to the contrary herein, all decisions with respect to the management and control of the Company that are duly made by the Managing Member shall be binding on the Company and each of the Members. (b) There is hereby established an Executive Committee of the Company. The approval of the Executive Committee shall be required to authorize certain acts or transactions as specified in this Agreement or in the Indenture. The Executive Committee shall be composed consist of not more than nine members who three members. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, the Chairman and Chief Executive Officer of the Managing Member, shall be selected by the Board of Directors from its own members and who shall hold office during the pleasure a member of the Board. (B) The Executive Committee, shall serve as Chairman of the Executive Committee and shall have all be entitled to designate the powers other members of the Board Executive Committee, each of Directors when it is not in session to transact all business for and in behalf whom must be a member of senior management or a director of the Company that may be brought before it. (C) The Executive Committee shall meet at Managing Member or its subsidiaries. Other than as set forth in the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its memberspreceding sentence, or at the call of the Chairman of the Executive Committee or at shall have complete discretion with respect to the call designation of Executive Committee members and any change in membership shall become effective upon receipt of written notice thereof by the Company. (c) The presence of two members of the Chairman of the Board of Directors. The majority of its members Executive Committee shall be necessary to constitute a quorum for the transaction of businessbusiness of any specified item of business requiring a vote of the Executive Committee. Special meetings If a quorum shall not be present at any meeting of the Executive Committee requiring a vote, the meeting may be held adjourn from time to time without notice other than announcement at any time when the meeting, until a quorum is shall be present. (D) Minutes . The Executive Committee shall act at meetings thereof duly convened and held as provided in this Agreement. Each member shall have one vote and, subject to Section 4.4(b), the vote of each meeting a majority of the members of the Executive Committee shall be kept and submitted to the Board act of Directors at its next meetingthe Executive Committee. (Ed) The Executive Committee shall advise and superintend all investments that may be made of the funds of the Company, and shall direct the disposal of the same, in accordance with such rules and regulations as the Board of Directors from time to time make. (F) In the event of a state of disaster of sufficient severity to prevent the conduct and management of the affairs and business of the Company by its directors and officers as contemplated by these By-Laws any two available Any one or more members of the Executive Committee as constituted immediately prior may participate in a meeting thereof by means of conference telephone or similar communications equipment allowing all Persons participating in the meeting to hear each other at the same time. Participation by such disaster means shall constitute presence in person at a quorum of that Committee for meeting. Any action required or permitted by this Agreement to be taken by the full conduct and management of the affairs and business of the Company in accordance with the provisions of Article III of these By-Laws; and if less than three members of the Trust Committee is constituted immediately prior to such disaster shall be available for the transaction of its business, such Executive Committee shall also may be empowered to exercise taken if all of the powers reserved to the Trust Committee under Article III Section 2 hereof. In the event of the unavailability, at such time, of a minimum of two members of such Executive Committee, any three available directors shall constitute the Executive Committee for the full conduct and management of the affairs and business of the Company consent in accordance with the foregoing provisions of this Section. This By-Law shall be subject to implementation by Resolutions of the Board of Directors presently existing or hereafter passed from time to time for that purpose, and any provisions of these By-Laws (other than this Section) and any resolutions which are contrary writing to the provisions adoption of this Section or to the provisions of any such implementary Resolutions shall be suspended during such a disaster period until it shall be determined by any interim Executive Committee acting under this section that it shall be to the advantage of the Company to resume the conduct and management of its affairs and business under all of the other provisions of these By-Laws.resolution authorizing the

Executive Committee. (A) The Executive Committee shall be composed of not more than nine members who shall be selected by the Board of Directors from its own members and who shall hold office during the pleasure of the Board. (B) The Executive Committee shall have all the powers of the Board of Directors when it is not in session to transact all business for and in behalf of the Company that may be brought before it. (C) The Executive Committee shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Executive Committee or at the call of the Chairman of the Board of Directors. The majority of its members shall be necessary to constitute a quorum for the transaction of business. Special meetings of the Executive Committee may be held at any time when a quorum is present. (D) Minutes of each meeting of the Executive Committee shall be kept and submitted to the Board of Directors at its next meeting. (E) The Executive Committee shall advise and superintend all investments that may be made of the funds of the Company, and shall direct the disposal of the same, in accordance with such rules and regulations as the Board of Directors from time to time make. (F) In the event of a state of disaster of sufficient severity to prevent the conduct and management of the affairs and business of the Company by its directors and officers as contemplated by these By-Laws any two available members of the Executive Committee as constituted immediately prior to such disaster shall constitute a quorum of that Committee for the full conduct and management of the affairs and business of the Company in accordance with the provisions of Article III of these By-Laws; and if less than three members of the Trust Committee is constituted immediately prior to such disaster shall be available for the transaction of its business, such Executive Committee shall also be empowered to exercise all of the powers reserved to the Trust Committee under Article III Section 2 hereof. In the event of the unavailability, at such time, of a minimum of two members of such Executive Committee, any three available directors shall constitute the Executive Committee for the full conduct and management of the affairs and business of the Company in accordance with the foregoing provisions of this Section. This By-Law shall be subject to implementation by Resolutions of the Board of Directors presently existing or hereafter passed from time to time for that purpose, and any provisions of these By-Laws (other than this Section) and any resolutions which are contrary to the provisions of this Section or to the provisions of any such implementary Resolutions shall be suspended during such a disaster period until it shall be determined by any interim Executive Committee acting under this section that it shall be to the advantage of the Company to resume the conduct and management of its is affairs and business under all of the other provisions of these By-Laws.

Executive Committee. (A) The Executive Committee shall be composed of not more than nine members who shall be selected by the Board of Directors from its own members and who shall hold office during the pleasure of the Board. (B) The Executive Committee shall have all the powers of the Board of Directors when it is not in session to transact all business for and in behalf of the Company that may be brought before it. (C) The Executive Committee shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Executive Committee or at the call of the Chairman of the Board of Directors. The majority of its members shall be necessary to constitute a quorum for the transaction of business. Special meetings of the Executive Committee may be held at any time when a quorum is present. (D) Minutes of each meeting of the Executive Committee shall be kept and submitted to the Board of Directors at its next meeting. (E) The Executive Committee shall advise and superintend all investments that may be made of the funds of the Company, and shall direct the disposal of the same, in accordance with such rules and regulations as the Board of Directors from time to time make. (F) In the event of a state of disaster of sufficient severity to prevent the conduct and management of the affairs and business of the Company by its directors and officers as contemplated by these By-Laws any two available members of the Executive Committee as constituted immediately prior to such disaster shall constitute a quorum of that Committee for the full conduct and management of the affairs and business of the Company in accordance with the provisions of Article III of these By-Laws; and if less than three members of the Trust Committee is constituted immediately prior to such disaster shall be available for the transaction of its business, such Executive Committee shall also be empowered to exercise all of the powers reserved to the Trust Committee under Article III Section 2 hereof. In the event of the unavailability, at such time, of a minimum of two members of such Executive Committee, any three available directors shall constitute the Executive Committee for the full conduct and management of the affairs and business of the Company in accordance with the foregoing provisions of this Section. This By-Law shall be subject to implementation by Resolutions of the Board of Directors presently existing or hereafter passed from time to time for that purpose, and any provisions of these By-Laws (other than this Section) and any resolutions which are contrary to the provisions of this Section or to the provisions of any such implementary Resolutions shall be suspended during such a disaster period until it shall be determined by any interim Executive Committee acting under this section that it shall be to the advantage of the Company to resume the conduct and management of its affairs and business under all of the other provisions of these By-Laws.of

Executive Committee. (A) The Executive Committee shall be composed of not more than nine members who shall be selected by the Board of Directors from its own members and who shall hold office during the pleasure of the Board. (B) The Executive Committee shall have all the powers of the Board of Directors when it is not in session to transact all business for and in behalf of the Company that may be brought before it. (C) The Executive Committee shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Executive Committee or at the call of the Chairman of the Board of Directors. The majority of its members shall be necessary to constitute a quorum for the transaction of business. Special meetings of the Executive Committee may be held at any time when a quorum is present. (D) Minutes of each meeting of the Executive Committee shall be kept and keptand submitted to the Board of Directors at its next meeting. (E) The Executive Committee shall advise and superintend all investments that may be made of the funds of the Company, and shall direct the disposal of the same, in accordance with such rules and regulations as the Board of Directors from time to time make. (F) In the event of a state of disaster of sufficient severity to prevent the conduct and management of the affairs and business of the Company by its directors and officers as contemplated by these By-Laws any two available members of the Executive Committee as constituted immediately prior to such disaster shall constitute a quorum of that Committee for the full conduct and management of the affairs and business of the Company in accordance with the provisions of Article III of these By-Laws; and if less than three members of the Trust Committee is constituted immediately prior to such disaster shall be available for the transaction of its business, such Executive Committee shall also be empowered to exercise all of the powers reserved to the Trust Committee under Article III Section 2 hereof. In the event of the unavailability, at such time, of a minimum of two members of such Executive Committee, any three available directors shall constitute the Executive Committee for the full conduct and management of the affairs and business of the Company in accordance with the foregoing provisions of this Section. This By-Law shall be subject to implementation by Resolutions of the Board of Directors presently existing or hereafter passed from time to time for that purpose, and any provisions of these By-Laws (other than this Section) and any resolutions which are contrary to the provisions of this Section or to the provisions of any such implementary Resolutions shall be suspended during such a disaster period until it shall be determined by any interim Executive Committee acting under this section that it shall be to the advantage of the Company to resume the conduct and management of its affairs and business under all of the other provisions of these By-Laws.be

Executive Committee. (A) The Executive Committee shall be composed of not more than nine members who shall be selected by the Board of Directors from its own members and who 2 shall hold office during the pleasure of the Board. (B) The Executive Committee shall have all the powers of the Board of Directors when it is not in session to transact all business for and in behalf of the Company that may be brought before it. (C) The Executive Committee shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Executive Committee or at the call of the Chairman of the Board of Directors. The majority of its members shall be necessary to constitute a quorum for the transaction of business. Special meetings of the Executive Committee may be held at any time when a quorum is present. (D) Minutes of each meeting of the Executive Committee shall be kept and submitted to the Board of Directors at its next meeting. (E) The Executive Committee shall advise and superintend all investments that may be made of the funds of the Company, and shall direct the disposal of the same, in accordance with such rules and regulations as the Board of Directors from time to time make. (F) In the event of a state of disaster of sufficient severity to prevent the conduct and management of the affairs and business of the Company by its directors and officers as contemplated by these By-Laws any two available members of the Executive Committee as constituted immediately prior to such disaster shall constitute a quorum of that Committee for the full conduct and management of the affairs and business of the Company in accordance with the provisions of Article III of these By-Laws; and if less than three members of the Trust Committee is constituted immediately prior to such disaster shall be available for the transaction of its business, such Executive Committee shall also be empowered to exercise all of the powers reserved to the Trust Committee under Article III Section 2 hereof. In the event of the unavailability, at such time, of a minimum of two members of such Executive Committee, any three available directors shall constitute the Executive Committee for the full conduct and management of the affairs and business of the Company in accordance with the foregoing provisions of this Section. This By-Law shall be subject to implementation by Resolutions of the Board of Directors presently existing or hereafter passed from time to time for that purpose, and any provisions of these By-Laws (other than this Section) and any resolutions which are contrary to the provisions of this Section or to the provisions of any such implementary Resolutions shall be suspended during such a disaster period until it shall be determined by any interim Executive Committee acting under this section that it shall be to the advantage of the Company to resume the conduct and management of its affairs and business under all of the other provisions of these By-Laws.

Executive Committee. (A) The Executive Committee shall be composed of not more than nine members who shall be selected by the Board of Directors from its own members and who shall hold office during the pleasure of the Board. (B) The Executive Committee shall have all the powers of the Board of Directors when it is not in session to transact all business for and in behalf of the Company that may be brought before it. (C) The Executive Committee shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Executive Committee or at the call of the Chairman of the Board of Directors. The majority of its members shall be necessary to constitute a quorum for the transaction of business. Special meetings of the Executive Committee may be held at any time when a quorum is present. (D) Minutes of each meeting of the Executive Committee shall be kept and submitted to the Board of Directors at its next meeting. (E) The Executive Committee shall advise and superintend all investments that may be made of the funds of the Company, and shall direct the disposal of the same, in accordance with such rules and regulations as the Board of Directors from time to time make. (F) In the event of a state of disaster of sufficient severity to prevent the conduct and management of the affairs and business of the Company by its directors and officers as contemplated by these By-Laws any two available members of the Executive Committee as constituted immediately prior to such disaster shall constitute a quorum of that Committee for the full conduct and management of the affairs and business of the Company in accordance with the provisions of Article III of these By-Laws; and if less than three members of the Trust Committee is constituted immediately prior to such disaster shall be available for the transaction of its business, such Executive Committee shall also be empowered to exercise all of the powers reserved to the Trust Committee under Article III Section 2 hereof. In the event of the unavailability, at such time, of a minimum of two members of such Executive Committee, any three available directors shall constitute the Executive Committee for the full conduct and management of the affairs and business of the Company in accordance with the foregoing provisions of this Section. This By-Law shall be subject to implementation by Resolutions of the Board of Directors presently existing or hereafter passed from time to time for that purpose, and any provisions of these By-Laws (other than this Section) and any resolutions which are contrary to the provisions of this Section or to the provisions of any such implementary Resolutions shall be suspended during such a disaster period until it shall be determined by any interim Executive Committee acting under this section that it shall be to the advantage of the Company to resume the conduct and management of its affairs and business under all of the other provisions of these By-Laws.

Executive Committee. 7.1 The Company shall have and the Board shall appoint the Executive Committee to take charge of the day to day management and administration of the business and affairs of the Company and exercise such powers and duties as set out more specifically in Schedule 1 and to have such other powers and discretion as may from time to time be determined and unanimously delegated to the Executive Committee by the Board; it being understood that any power or discretion delegated to the Executive Committee shall at all times be subject to any limitation or requirement applicable to the Board. A unanimous decision by the Board may revoke at any time such delegation without assigning any reason thereto. (Aa) The Company shall have an Executive Committee which shall comprise of at least one director from Anwell Director, one director from CIBL Director and such number of Senior Executives from the Company as may be unanimously determined by the Board. The Executive Committee shall be composed of not more than nine members who shall be selected chaired by the Board of Directors from its own members and who shall hold office during the pleasure Managing Director of the BoardCompany. (Bb) The right of appointment conferred on the Board under Clause 7.1 shall include the right of removal exercisable at any time provided that no one Director on the Executive Committee shall have all be removed without the powers consent of the Board of Directors when it is not in session to transact all business for and in behalf majority of the Company that may Anwell Directors and no one Director on the Executive Committee shall be brought before itremoved without the consent of the majority of CIBL Directors. (Cc) A member of the Executive Committee shall be entitled to appoint his or her alternate or another Director to attend any meeting of the Executive Committee on his or her behalf and such substitute shall be deemed for the purpose of such meeting to be a member of the Executive Committee. (d) If for any reason any member of the Executive Committee shall during his or her term of office cease to be a Director of the Company, the Board shall forthwith appoint his or her substitute in accordance with Clauses 7.2(a) and (c). (a) The Executive Committee shall meet at for the principal office despatch of the Company business, adjourn or elsewhere in otherwise regulate its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of meetings as it thinks fit PROVIDED ALWAYS that the Executive Committee or shall meet at the call of the Chairman of the Board of Directors. The majority of its members shall be necessary to constitute least twelve (12) times a quorum for the transaction of business. Special meetings of the Executive Committee may be held at any time when a quorum is presentyear. (Db) Minutes Subject to the provisions of each Clause 7.3(c), at least 4 business days’ written notice of every meeting of the Executive Committee shall be kept and submitted given to all the Board of Directors at its next meetingmembers thereof. (Ec) The Executive Committee shall advise and superintend Notwithstanding Clause 7.3(b), all investments that may be made of the funds of the Company, and shall direct the disposal of the same, in accordance with such rules and regulations as the Board of Directors from time to time make. (F) In the event of a state of disaster of sufficient severity to prevent the conduct and management of the affairs and business of the Company by its directors and officers as contemplated by these By-Laws any two available members of the Executive Committee as constituted immediately prior present at a meeting of the Executive Committee may waive or agree to shorter notice thereof. (a) Subject to Clause 7.4(b) the quorum for meetings of the Executive Committee shall be 2 members comprising at least one Director appointed by each of Anwell and CIBL. (b) If within 30 minutes of such disaster time appointed for the meeting a quorum is not present, the meeting shall stand adjourned to 7 days later at the same time and place (and if such day does not fall on a business day in Hong Kong then the meeting shall be adjourned to the next business day following such day). The members present at such adjourned meeting shall constitute a quorum quorum, so long as one member present was appointed by Anwell and one member present was appointed by CIBL. No notice of that Committee for any such adjournment shall be required to be given to the full conduct and management of the affairs and business of the Company in accordance with the provisions of Article III of these By-Laws; and if less than three members of the Trust Executive Committee or their substitutes. (c) A meeting at which a quorum is constituted immediately prior to such disaster present shall be available for the transaction of its business, such Executive Committee shall also be empowered competent to exercise all of the powers reserved to and discretions for the Trust Committee under Article III Section 2 hereof. time being exercisable by the Executive Committee. 7.5 In the event of an equality of votes at a meeting of the unavailability, at such time, of a minimum of two members of such Executive Committee, any three available directors the matter shall constitute be referred to the Board. 7.6 The Executive Committee for the full conduct and management of the affairs and business of the Company in accordance with the foregoing provisions of this Section. This By-Law shall be subject to implementation by Resolutions of constituted at the first Board of Directors presently existing or hereafter passed from time to time for that purpose, and any provisions of these By-Laws (other than this Section) and any resolutions which are contrary to the provisions of this Section or to the provisions of any such implementary Resolutions shall be suspended during such a disaster period until it shall be determined by any interim Executive Committee acting under this section that it shall be to the advantage of the Company to resume the conduct and management of its affairs and business under all of the other provisions of these By-Lawsmeeting.

Executive Committee. (Aa) The Executive Committee shall be composed number of not more than nine members who shall be selected by the Board of Directors from its own members and who shall hold office during the pleasure of the Board. (B) The Executive Committee shall have all the powers of the Board of Directors when it is not in session to transact all business for and in behalf of the Company that may be brought before it. (C) The Executive Committee shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Executive Committee or at the call of the Chairman of the Board of Directors. The majority of its members shall be necessary to constitute a quorum for the transaction of business. Special meetings of the Executive Committee may be increased or decreased from time to time by the Executive Committee, so long as half of the members of the Executive Committee shall represent and shall have been appointed by COI GP and half of the members shall represent and shall have been appointed by SMG. The Executive Committee shall hold regular meetings at least quarterly at the principal offices of the Partnership. Additional meetings may be held as long as the Executive Committee meets no more often than once each month, with such meeting occurring upon not less than five business days notice from any member thereof specifying the time, date and place of the meeting. A written record of all decisions made by the Executive Committee shall be made by the Executive Committee member or officer appointed by the Executive Committee as Secretary of the Executive Committee, and kept in the records of the Partnership. (b) A majority in number of the members of the Executive Committee shall constitute a quorum for transaction of business at any time when meeting of the Executive Committee; provided, however, that if less than a majority of the members are present at a meeting, a majority of the members present at such meeting may adjourn the meeting without further notice. The act or affirmative vote of a majority in number of the Executive Committee present at a meeting at which a quorum is presentpresent shall be the act of the Executive Committee, provided, however, that at least one member of the Executive Committee appointed by COI and one member of the Executive Committee appointed by SMG shall have consented to such action. (Dc) Minutes of each Any action which may be taken at a meeting of the Executive Committee shall be kept and submitted to the Board of Directors at its next meeting. (E) The Executive Committee shall advise and superintend all investments that may be made taken without a meeting if a consent in writing, setting forth the action so taken, is signed by the number of the funds of the Company, and shall direct the disposal of the same, in accordance with such rules and regulations as the Board of Directors from time to time make. (F) In the event of a state of disaster of sufficient severity to prevent the conduct and management of the affairs and business of the Company by its directors and officers as contemplated by these By-Laws any two available members of the Executive Committee as required to approve such action at a properly called and constituted immediately prior to such disaster shall constitute a quorum of that Committee for the full conduct and management meeting of the affairs and business Executive Committee at which all of the Company in accordance with the provisions of Article III of these By-Laws; and if less than three members of the Trust Committee is constituted immediately prior to such disaster shall be available for the transaction of its business, such Executive Committee shall also be empowered to exercise all were present and voting. The members of the powers reserved to the Trust Executive Committee under Article III Section 2 hereof. In the event may participate in and act at meetings of the unavailability, at such time, Executive Committee through the use of a minimum conference telephone or other communications equipment by means of two members of which all persons participating in the meeting can hear each other. Participation in such meeting shall constitute attendance in person at the meeting by the person or persons so participating. (d) Except as otherwise determined by the Executive Committee, no member thereof shall be entitled to receive any three available directors shall constitute salary or other remuneration from the Partnership for his services as a member of the Executive Committee for the full conduct and management of the affairs and business of the Company in accordance with the foregoing provisions of this Section. This By-Law but shall be subject entitled to implementation by Resolutions reimbursement of the Board of Directors presently existing or hereafter passed from time to time for that purpose, and any provisions of these By-Laws (other than this Section) and any resolutions which are contrary to the provisions of this Section or to the provisions of any such implementary Resolutions shall be suspended during such a disaster period until it shall be determined by any interim Executive Committee acting under this section that it shall be to the advantage of the Company to resume the conduct and management of its affairs and business under all of the other provisions of these By-Lawsdirect expenses.

Executive Committee. Except as otherwise expressly provided in this Agreement, the day-to-day business of the Company shall be managed by the Managing Member as more particularly set forth in Section 6.8 and the strategic business and affairs of the Company shall be vested in and controlled by a committee of persons appointed in writing pursuant to Section 6.2 (A) The the “Executive Committee”). Each person appointed by a Member to the Executive Committee shall act at the exclusive direction of, be composed the agent of not more than nine members who and shall be selected by free to represent the Board views and positions of Directors from its own members and who shall hold office during the pleasure such appointing Member. No member of the Board. (B) Executive Committee shall have any fiduciary duties to any other member of the Executive Committee or to any Member of the Company or any third party other than the Member appointing such member of the Executive Committee. Each Member shall make decisions in its sole discretion, and the members of the Executive Committee shall make decisions in accordance with the direction of their respective appointing Member. The Executive Committee shall have all responsibility for establishing the powers of policies and operating procedures with respect to the Board of Directors when it is not in session to transact all business for and in behalf affairs of the Company that may and for making all decisions as to all matters which the Company has authority to perform (other than decisions in connection with the day-to-day operations and management of each Property which shall be brought before it. (C) The Executive Committee shall meet at reserved to the principal office Managing Member to the extent set forth in Section 6.8.2), as fully as if all the Members were themselves making such decisions in lieu thereof. All decisions made with respect to the management and control of the Company or elsewhere in its discretion at such times to be determined and approved by a majority of its members, or at the call of the Chairman of the Executive Committee (except for such decisions which by the express terms of this Agreement are either prohibited or at require the call approval of all Members) shall be binding on the Chairman of the Board of DirectorsCompany and all Members. The majority of Executive Committee, in its members sole discretion, may delegate certain functions and duties to the Managing Member pursuant to Section 6.3. The Managing Member shall be necessary responsible for performing, or for causing to constitute a quorum for the transaction of business. Special meetings of be performed, all functions and duties delegated or otherwise as determined by the Executive Committee may be held at any time when a quorum is presentincluding the duties described in Section 6.8. (D) Minutes of each meeting of the Executive Committee shall be kept and submitted to the Board of Directors at its next meeting. (E) The Executive Committee shall advise and superintend all investments that may be made of the funds of the Company, and shall direct the disposal of the same, in accordance with such rules and regulations as the Board of Directors from time to time make. (F) In the event of a state of disaster of sufficient severity to prevent the conduct and management of the affairs and business of the Company by its directors and officers as contemplated by these By-Laws any two available members of the Executive Committee as constituted immediately prior to such disaster shall constitute a quorum of that Committee for the full conduct and management of the affairs and business of the Company in accordance with the provisions of Article III of these By-Laws; and if less than three members of the Trust Committee is constituted immediately prior to such disaster shall be available for the transaction of its business, such Executive Committee shall also be empowered to exercise all of the powers reserved to the Trust Committee under Article III Section 2 hereof. In the event of the unavailability, at such time, of a minimum of two members of such Executive Committee, any three available directors shall constitute the Executive Committee for the full conduct and management of the affairs and business of the Company in accordance with the foregoing provisions of this Section. This By-Law shall be subject to implementation by Resolutions of the Board of Directors presently existing or hereafter passed from time to time for that purpose, and any provisions of these By-Laws (other than this Section) and any resolutions which are contrary to the provisions of this Section or to the provisions of any such implementary Resolutions shall be suspended during such a disaster period until it shall be determined by any interim Executive Committee acting under this section that it shall be to the advantage of the Company to resume the conduct and management of its affairs and business under all of the other provisions of these By-Laws.

Executive Committee. (Aa) The Company shall be managed by its Members who shall act only through the Executive Committee and the Management Committee as provided in this Agreement. All of the executive and management power and authority of the Company shall reside with the Executive Committee, except to the extent that (i) the Executive Committee expressly delegates such authority to the Management Committee and such delegation of authority has not been subsequently revoked by the Executive Committee, (ii) this Agreement expressly delegates such authority to the Management Committee or the President, or (iii) as provided in Sections 2.10 or 2.11. Except as provided in Sections 3.9, 7.6 and 9.2, the Executive Committee shall be composed of not more than nine members who two (2) Executive Representatives, one of which shall be selected appointed by DE and one of which shall be appointed by KS. Each Member may, without the approval or consent of the other Member and without any condition or restriction whatsoever, select, designate, appoint, remove and replace at any time the Executive Representative appointed by it. Such selection, designation, appointment, removal or replacement shall be effective upon receipt by the Board other Member of Directors notice from its own members and the Member taking such action. No Person may serve as an Executive Representative who shall hold office during the pleasure is not a director, officer or employee of the BoardMember who appointed such Person. (Bb) The Executive Committee shall have all the powers of the Board of Directors when it is not Except as provided in session to transact all business for Sections 3.9 and in behalf of the Company that may be brought before it. (C) The Executive Committee shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined 7.6(b), action by a majority of its members, or at the call of the Chairman of the Executive Committee or at the call of the Chairman of the Board of Directors. The majority of its members shall be necessary to constitute a quorum for the transaction of business. Special meetings of the Executive Committee may be held at any time when a quorum is presenttaken only with the written approval of both Executive Representatives. (Dc) Minutes Subject to Section 2.10, no Member shall have the authority to act for, or assume any obligation or responsibility on behalf of, the Company without the prior approval of each meeting the Executive Committee. (d) Subject to Section 2.10, the members of the Executive Committee shall be kept required to take such actions that are, in their judgment, reasonably necessary to implement a Conforming Budget including approval of contracts and submitted loans that are commercially reasonable and in the best interests of the Company, except that, subject to Section 2.10, the following actions shall be subject to approval or disapproval by the Executive Committee without regard to the Board expenditures contemplated in a Conforming Budget: (i) The location of Directors at its next meetingthe Company's manufacturing facilities. (Eii) Approval of incentive compensation and bonus plans and arrangements for the Company's employees and base compensation and incentive compensation for the Company's President. (iii) Contracts requiring expenditures in excess of $1,000,000 with the exception of contracts to acquire technology to the extent delegated to the Management Committee pursuant to Section 2.3(a)(ix). The Executive Committee shall advise and superintend all investments not act in a manner that may be made of would unreasonably impede or delay the funds of the Company, and shall direct the disposal of the same, in accordance with such rules and regulations as the Board of Directors from time to time make. (F) In the event implementation of a state of disaster of sufficient severity to prevent the conduct and management of the affairs and business of the Company by its directors and officers as contemplated by these By-Laws any two available members of the Executive Committee as constituted immediately prior to such disaster shall constitute a quorum of that Committee for the full conduct and management of the affairs and business of the Company in accordance with the provisions of Article III of these By-Laws; and if less than three members of the Trust Committee is constituted immediately prior to such disaster shall be available for the transaction of its business, such Executive Committee shall also be empowered to exercise all of the powers reserved to the Trust Committee under Article III Section 2 hereof. In the event of the unavailability, at such time, of a minimum of two members of such Executive Committee, any three available directors shall constitute the Executive Committee for the full conduct and management of the affairs and business of the Company in accordance with the foregoing provisions of this Section. This By-Law shall be subject to implementation by Resolutions of the Board of Directors presently existing or hereafter passed from time to time for that purpose, and any provisions of these By-Laws (other than this Section) and any resolutions which are contrary to the provisions of this Section or to the provisions of any such implementary Resolutions shall be suspended during such a disaster period until it shall be determined by any interim Executive Committee acting under this section that it shall be to the advantage of the Company to resume the conduct and management of its affairs and business under all of the other provisions of these By-LawsConforming Budget.