Common use of Major Decisions Clause in Contracts

Major Decisions. No acts shall be taken, funds expended, decisions made or obligations incurred by the Company, the officers, the Board of Directors, or Stockholder with respect to a matter within the scope of any of the major decisions enumerated below (the "Major Decisions"), unless and until the same has been approved by Supermajority in interest. a. The Major Decisions shall include: (1) Acquire or develop any new business or line of business; (2) Borrow any money from a Stockholder or accept or require capital contributions from any Stockholder, other than loans or capital contributions permitted or contemplated pursuant to Section 2, above; (3) Make any acquisition of or material investment in any Other Entity (defined herein as any general partnership, limited partnership, corporation, joint venture, trust, business trust, governmental agency, cooperative, association, individual, business or other entity); (4) Make any material and substantial change in the purposes of the Company or of its business; (5) Make a determination to surrender any permits, approvals or licenses of the Company or to dissolve the Company; (6) Sell, transfer, convey, exchange, lease, encumber, pledge, or otherwise dispose of all or substantially all, or the assets of the Company; (7) Merge, consolidate or combine the Company into or with any Other Entity; (8) Guarantee by the Company of, or the agreement of the Company to be responsible for, the indebtedness or obligations of any Other Entity; (9) Make an expenditure or incur any obligation by or on behalf of the Company at any one time involving a sum in excess of Twenty-five Thousand and 00/100 U.S. Dollars (U.S. $25,000.00), including by any lease or installment contract where the total amount of all future payments exceeds Twenty-five Thousand and 00/100 U.S. Dollars (U.S. $25,000.00), except for expenditures made and obligations incurred pursuant to and specifically set forth in a budget previously approved by the Supermajority in Interest; (10) Institute any legal action or proceeding, except as provided in Section 6.5, below; (11) Approve all other dividends to the Stockholders, above; (12) Accelerate payment of any Company debt; (13) Authorize any new borrowing by the Company with the exception of trade payables incurred in the normal course of the Company business; (14) Any amendment of the Company's charter; (15) Increase the number of members of the Board of Directors; (16) Bankrupt the Company; (17) Compensation, benefits and employment agreements for officers; (18) All exclusive contracts. To the extent this or any other section of this Agreement or any law requires the consent or approval of any or all the Stockholders to any action or matter, the consent or approval of the representatives to the President shall constitute such Stockholder's consent or approval to such action or matter.

Major Decisions. No acts The matters enumerated below shall be taken, funds expended, decisions made or obligations incurred by the Company, the officers, the Board of Directors, or Stockholder with respect to a matter within the scope of any of the constitute major decisions enumerated below (the "Major Decisions")) and, unless and until notwithstanding anything to the same has been approved contrary in this Agreement, the Articles of Association and/or Bylaws, no Shareholder, Director or Officer shall be authorized to take any action or make any decision within the scope of a Major Decision without obtaining the written consent of the majority (by Supermajority in interest.percentage of Share ownership) of the Shareholders. .. a. The Major Decisions shall include:amend the ,Company's Shareholder's .Agreement or Bylaws; b. change the number or composition of the Directors on the Company's Board of Directors; c. declare or pay any cash, stock or other dividend, or other distribution or payment in respect of any Shares or cause the Company, directly or indirectly, to purchase, acquire, redeem, split, combine or re-class any shares; d. change the Company's accounting firm; e. incur more than $5,000 (1U.S. Dollars) Acquire in indebtedness or develop any new business or line additional indebtedness, except for debt incurred in the ordinary course of the Company's business; (2) Borrow f. issue, purchase or sell any money from a Stockholder Shares or accept or require capital contributions from any Stockholder, other than loans or capital contributions permitted or contemplated pursuant to Section 2, above; (3) Make any acquisition securities of or material investment in any Other Entity (defined herein as any general partnership, limited partnership, corporation, joint venture, trust, business trust, governmental agency, cooperative, association, individual, business or other entity); (4) Make any material and substantial change in the purposes of the Company or of its business; (5) Make a determination to surrender any permits, approvals or licenses of the Company or to dissolve the Company; g. increase or decrease the authorized number of, or chanoe the designated sequences, qualifications, limitations, restrictions or special relative rights of any of the Shares; h. obligate the Company as a surety, guarantor or accommodation party on any obligation; i. issue, grant or sell any security, option, warrant, call, subscription or other right of any kind fixed or contingent, that directly or indirectIy calls for the issuance, sale, pledge or other disposition of any Shares (6) Sell, transfer, conveyexcept as may be issued to a lender to the Company as a part of an approved financing); j. adopt or approve any operating or capital budgets for hture operations and investments; k. sell, exchange, lease, encumberassign, pledgetransfer, encumber or otherwise dispose of all or substantially all, or all of the assets of the Company; (7) Mergel. effect a merger, consolidate consolidation or combine statutory share exchange of the Company; m. acquire, form or fund any affiliates or subsidiaries; n. voluntarily file a bankruptcy petition for the Company; o. dissolve or liquidate the Company; p. make any loans by the Company; q. pay any fee, salary or other, compensation to any Shareholder or Shareholder's affiliate or family member, Officer, or Director; r. make a significant tax election required or permitted by the Code and or applicable law of any taxing authority to which the Company into or with any Other Entity; may be subject; r. admit additional Shareholders (8) Guarantee by the Company of, or the agreement of the Company to be responsible for, the indebtedness or obligations of any Other Entity; (9) Make an expenditure or incur any obligation by or on behalf of the Company at any one time involving a sum in excess of Twenty-five Thousand and 00/100 U.S. Dollars (U.S. $25,000.00), including by any lease or installment contract where the total amount of all future payments exceeds Twenty-five Thousand and 00/100 U.S. Dollars (U.S. $25,000.00), except for expenditures made and obligations incurred other than as approved pursuant to and specifically set forth in a budget previously approved by Article III of this Agreement); and s. authorize the Supermajority in Interest; (10) Institute any legal action or proceeding, except as provided in Section 6.5, below; (11) Approve all other dividends to the Stockholders, above; (12) Accelerate payment of any Company debt; (13) Authorize any new borrowing by the Company with the exception of trade payables incurred in the normal course of the Company business; (14) Any amendment of non-recurring obligations not otherwise approved and within the Company's charter; (15) Increase the number of members of Operating Budget, as previously established by the Board of Directors; (16) Bankrupt the Company; (17) Compensation, benefits and employment agreements for officers; (18) All exclusive contracts. To the extent this or any other section in excess of this Agreement or any law requires the consent or approval of any or all the Stockholders to any action or matter, the consent or approval of the representatives to the President shall constitute such Stockholder's consent or approval to such action or matter.$5,000..

Major Decisions. No acts shall be taken, funds expended, decisions made or obligations incurred by the CompanyLLC, the officers, the Board of DirectorsExecutive Committee (as hereinafter defined), or Stockholder member with respect to a matter within the scope of any of the major decisions enumerated below (the "Major Decisions"), unless and until the same has been approved Approved by Supermajority in interest. a. . The Major Decisions shall include: (1a) Acquire or develop any new business or line of business; (2b) Borrow any money from a Stockholder Member or accept or require capital contributions from any StockholderMember, other than loans or capital contributions permitted or contemplated pursuant to Section 2, 3.2 above; (3c) Make any acquisition of or material investment in any Other Entity (defined herein as hereinafter defined); (d) Make any material and substantial change in the purposes of the LLC or the charter of its business; (e) Make a determination to surrender any permits, approvals or licenses of the LLC or to dissolve the LLC; (f) Admit any general partnership, limited partnership, corporation, joint venture, trust, business trust, governmental agency, cooperative, association, individual, business or other entity)entity (collectively referred to as "Other Entity") as a Member; (4) Make any material and substantial change in the purposes of the Company or of its business; (5) Make a determination to surrender any permits, approvals or licenses of the Company or to dissolve the Company; (6g) Sell, transfer, convey, exchange, lease, encumber, pledge, or otherwise dispose of all or substantially all, or the assets of the CompanyLLC; (7h) Merge, consolidate or combine the Company LLC into or with any Other Entity; (8) i) Guarantee by the Company LLC of, or the agreement of the Company LLC to be responsible for, the indebtedness or obligations of any Other Entity; (9j) Make an expenditure or incur any obligation by or on behalf of the Company LLC at any one time involving a sum in excess of Twenty-five Five Hundred Thousand and 00/100 U.S. Dollars (U.S. $25,000.00500,000.00), including by any lease or installment contract where the total amount of all future payments exceeds Twenty-five Five Hundred Thousand and 00/100 U.S. Dollars (U.S. $25,000.00500,000.00), except for expenditures made and obligations incurred pursuant to and specifically set forth in a budget previously approved Approved by the Supermajority in Majority Interest; (10k) Institute any legal action or proceeding, except as provided in Section 6.513.9, below; (11l) Approve all other dividends distributions to the StockholdersMembers under Section 7.1, above; (12m) Accelerate payment of any Company LLC debt; (13n) Authorize any new borrowing by the Company LLC with the exception of trade payables incurred in the normal course of the Company LLC business; (14o) Any amendment of the Company's charterCertificate or this Agreement; (15p) Increase the number of members of representatives to the Board of DirectorsExecutive Committee; (16q) Bankrupt the CompanyLLC; (17r) Compensation, benefits and employment agreements for officers; (18s) All exclusive contracts. To the extent this or any other section of this Agreement or any law requires the consent or approval of any or all the Stockholders Members to any action or matter, the consent or approval of the representatives to the President CEO shall constitute such StockholderMember's consent or approval to such action or matter.

Major Decisions. No acts shall be taken, funds expended, decisions made or obligations incurred by the CompanyLLC, any officer, the officers, the Board of Directors, Executive Committee or Stockholder any Member with respect to a matter within the scope of any of the major decisions enumerated below (the "“Major Decisions"”), unless and until the same has been approved by a Supermajority in interest. a. Interest. The Major Decisions shall includeconsist of the following: (1) a. Acquire or develop any new business or line of business; (2) b. Borrow any money from a Stockholder Member or accept or require capital contributions Capital Contributions from any StockholderMember, other than loans or capital contributions Capital Contributions permitted or contemplated pursuant to Section 2, 3.2 above; (3) c. Make any acquisition of or material investment in any Other Entity (defined herein as any general partnership, limited partnership, corporation, joint venture, trust, business trust, governmental agency, cooperative, association, individual, business or other entity)Person; (4) d. Make any material and substantial change in the purposes of the Company LLC or the charter of its business; (5) e. Make a determination to surrender any permits, approvals or licenses of the Company LLC or to dissolve the CompanyLLC; (6) f. Admit any Person as a Member; g. Sell, transfer, convey, exchange, lease, encumber, pledge, pledge or otherwise dispose of all or substantially all, or all of the assets of the CompanyLLC; (7) h. Merge, consolidate or combine the Company LLC into or with any Other EntityPerson; (8) i. Guarantee by on behalf of the Company ofLLC, or bind the agreement of the Company LLC to be responsible for, the indebtedness or obligations of any Other EntityPerson; (9) j. Make an expenditure or incur any obligation by or on behalf of the Company LLC at any one time involving a sum in excess of Twenty-five Thousand and 00/100 U.S. Dollars (U.S. $25,000.00), including by any lease or installment contract where the total amount of all future payments exceeds Twenty-five Thousand and 00/100 U.S. Dollars (U.S. $25,000.00)20,000, except for expenditures made and obligations incurred pursuant to and specifically set forth in a budget previously approved by the Supermajority in InterestMajority of Members; (10) k. Institute any legal action or proceeding, except as provided in Section 6.513.9, below; (11) l. Approve all distributions other dividends than the annual distribution to the StockholdersMembers under Section 7.1, abovebelow; (12) m. Accelerate payment of any Company LLC debt; (13) n. Authorize any new borrowing by the Company LLC with the exception of trade payables incurred in the normal course of the Company businessLLC Business; (14) Any amendment of o. Amend the Company's charterCertificate or this Agreement; (15) p. Increase the number of members of representatives to the Board of DirectorsExecutive Committee; (16) q. Bankrupt the CompanyLLC; (17) Compensationr. Enter into any compensation, benefits and or employment agreements for officersany officer; (18) All s. Enter into any exclusive contracts. To the extent this or any other section of this Agreement or any law requires the consent or approval of any or all the Stockholders to any action or matter, the consent or approval of the representatives to the President shall constitute such Stockholder's consent or approval to such action or matter.

Major Decisions. No acts shall be taken, funds expended, decisions made or obligations incurred by the CompanyLLC, the officers, the Board of DirectorsExecutive Committee (as hereinafter defined), or Stockholder member with respect to a matter within the scope of any of the major decisions enumerated below (the "Major Decisions"), unless and until the same has been approved by Supermajority in interest. a. . The Major Decisions shall include: (1a) Acquire or develop any new business or line of business not related to the LLC business; (2b) Borrow any money from a Stockholder Member or accept or require capital contributions from any StockholderMember, other than loans or capital contributions permitted or contemplated pursuant to Section 2, 3.2 above; (3c) Make any acquisition of or material investment in any Other Entity (defined herein as hereinafter defined); (d) Make any material and substantial change in the purposes of the LLC or the charter of its business; (e) Make a determination to surrender any permits, approvals or licenses of the LLC or to dissolve the LLC; (f) Admit any general partnership, limited partnership, corporation, joint venture, trust, business trust, governmental agency, cooperative, association, individual, business or other entity)entity (collectively referred to as "Other Entity") as a Member; (4) Make any material and substantial change in the purposes of the Company or of its business; (5) Make a determination to surrender any permits, approvals or licenses of the Company or to dissolve the Company; (6g) Sell, transfer, convey, exchange, lease, encumber, pledge, or otherwise dispose of all or substantially all, or the assets of the CompanyLLC; (7h) Merge, consolidate or combine the Company LLC into or with any Other Entity; (8) i) Guarantee by the Company LLC of, or the agreement of the Company LLC to be responsible for, the indebtedness or obligations of any Other Entity; (9j) Make an expenditure or incur any obligation by or on behalf of the Company LLC at any one time involving a sum in excess of Twenty-five One Hundred Thousand and 00/100 U.S. Dollars (U.S. $25,000.00100,000.00), including by any lease or installment contract where the total amount of all future payments exceeds Twenty-five One Hundred Thousand and 00/100 U.S. Dollars (U.S. $25,000.00100,000.00), except for expenditures made and obligations incurred pursuant to and specifically set forth in a budget previously approved by the Supermajority in InterestExecutive Committee; (10k) Institute any legal action or proceeding, except as provided in Section 6.513.9, below; (11l) Approve all other dividends distributions to the StockholdersMembers under Section 7.1, abovebelow; (12m) Accelerate payment of any Company LLC debt; (13n) Authorize any new borrowing by the Company LLC with the exception of trade payables incurred in the normal course of the Company businessLLC Business; (14o) Any amendment of the Company's charterCertificate or this Agreement; (15p) Increase the number of members of representatives to the Board of DirectorsExecutive Committee; (16q) Bankrupt the CompanyLLC; (17r) Compensation, benefits and employment agreements for officers; (18s) All exclusive contracts. To the extent this or any other section of this Agreement or any law requires the consent or approval of any or all the Stockholders Members to any action or matter, the consent or approval of the representatives to the President CHAIRMAN shall constitute such StockholderMember's consent or approval to such action or matter.

Major Decisions. No acts Notwithstanding anything to the contrary contained herein, the Manager shall be takennot have the authority to take, funds expended, decisions made or obligations incurred by cause the Company, the officers, the Board of Directorsany Operating Company (if applicable), or Stockholder with respect any Subsidiary of the Company to a matter within the scope of take, any of the major decisions enumerated below following actions from and after the Effective Date without the consent of the GR Member and the EBC Sponsor Member (the "each, a “Major Decisions"), unless and until the same has been approved by Supermajority in interest. a. The Major Decisions shall include:Decision”): (1a) Acquire or develop any new business or line of business; (2) Borrow any money from a Stockholder or accept or require capital contributions from any StockholderAmend, other than loans or capital contributions permitted or contemplated pursuant to Section 2, above; (3) Make any acquisition of or material investment in any Other Entity (defined herein as any general partnership, limited partnership, corporation, joint venture, trust, business trust, governmental agency, cooperative, association, individual, business or other entity); (4) Make any material and substantial change in the purposes of the Company or of its business; (5) Make a determination to surrender any permits, approvals or licenses of the Company or to dissolve the Company; (6) Sell, transfer, convey, exchange, lease, encumber, pledgemodify, or otherwise dispose of all waive this Agreement or substantially allany document, contract, or agreement ancillary hereto directly relating to the assets ownership of the Company; (7b) Fundamentally change the principal business of the Company; (c) Make or authorize any Distributions other than Tax Distributions, except those permitted in this Agreement; (d) Approve the Company’s annual budget (if applicable); (e) Authorize the issuance of additional Membership Interests in the Company or admit additional or substitute Members to the Company; (f) Incur any indebtedness, pledge, or grant liens on any assets or guarantee, assume, endorse, or otherwise become responsible for the obligations of any other person in excess of $500,000 other than in the ordinary course of business or as otherwise agreed to in Section 4.6; (g) Enter into or effect any transaction or series of related transactions involving the purchase, exchange, or other acquisition (including by merger, consolidation, acquisition of equity, or acquisition of assets) of any assets (other than in the ordinary course of business) or equity interests of another Person other than in the ordinary course of business; (h) Enter into or effect any transaction or series of related transactions involving the sale, lease, license, exchange, or other disposition (including by merger, consolidation, sale of equity or sale of assets) of any material portion of the Company’s equity or assets having a value in excess of $2,000,000, other than in the ordinary course of business; (i) Dissolve, wind-up, or liquidate the Company or initiate a bankruptcy proceeding; (j) Merge, consolidate reorganize, or combine recapitalize all or any portion of the Company into or with any Other EntityCompany; (8) Guarantee by k) Authorize the Company of, redemption or the agreement of the Company to be responsible for, the indebtedness or obligations of repurchase any Other EntityMembership Interests; (9l) Make an expenditure Approve and execute on the acquisition, financing, refinancing, and/or disposition of any Investment; (m) Employ accountants, attorneys, appraisers or incur any obligation by other third-party professionals to perform services for or on behalf of the Company at any one time involving a sum (other than in excess the ordinary course of Twenty-five Thousand business) and 00/100 U.S. Dollars (U.S. $25,000.00), including by any lease or installment contract where the total amount of all future payments exceeds Twenty-five Thousand and 00/100 U.S. Dollars (U.S. $25,000.00), except for expenditures made and obligations incurred pursuant to and specifically set forth in a budget previously approved by the Supermajority in Interestcompensate them from Company funds; (10n) Institute Pay any legal action compensation or proceedingother amounts (including any equity incentives) to the Manager for its services as a Manager, except as provided other than reimbursement of expenses in accordance with Section 6.5, below7.6; (11o) Approve all other dividends to Any transaction or agreement, or the Stockholders, above; (12) Accelerate payment amendment or waiver of any Company debt; (13) Authorize terms of any new borrowing by the Company transaction or agreement, with the exception of trade payables incurred in the normal course of the Company business; (14) Any amendment of the Company's charter; (15) Increase the number of members of the Board of Directors; (16) Bankrupt the Company; (17) Compensationany Member, benefits and employment agreements for officers; (18) All exclusive contracts. To the extent this any officer, any Director, or any other section of this Agreement or any law requires the consent or approval of any or all the Stockholders to any action or matter, the consent or approval of the representatives to the President shall constitute such Stockholder's consent or approval to such action or mattertheir respective Affiliates.

Major Decisions. No acts So long as Experian shall be taken, funds expended, decisions made or obligations incurred by own at least a 10% Membership Interest in the Company, and subject to the officersprovisions of Sections 4.04 and 4.05 below, the Board of DirectorsCompany shall not take, or Stockholder permit to occur, any action which would constitute a Major Decision without the prior written consent of the Experian Managers. Notwithstanding the preceding sentence, if the Company seeks the written consent of the Experian Managers to take, or permit to occur, any action which would constitute a Major Decision and the Experian Managers fail to respond to such consent request by the thirtieth (30th) day after such written consent is delivered to the Experian Managers via registered mail, return receipt requested, then the Company shall, without further action, be entitled to take, or permit to occur, any such action. Each of the following acts, events or occurrences shall constitute a “Major Decision”: (a) any acquisition by the Company of any business of another Person, or of any property, securities, rights or other assets in one or a series of related transactions if the consideration for such acquisition exceeds, in the aggregate, US $15,000,000; (b) any sale, transfer or other disposition of assets of the Company, other than in the ordinary course of business, with a fair market value at the time of such sale, transfer or disposition exceeding, in the aggregate, US $15,000,000; (c) the adoption, filing or amendment of any designation of rights, preferences and privileges with respect to a matter within the scope of any of the major decisions enumerated below (the "Major Decisions"), unless and until the same has been approved by Supermajority in interest. a. The Major Decisions shall include: (1) Acquire or develop any new business or line of business; (2) Borrow any money from a Stockholder or accept or require capital contributions from any Stockholder, other than loans or capital contributions permitted or contemplated pursuant to Section 2, above; (3) Make any acquisition of or material investment in any Other Entity (defined herein as any general partnership, limited partnership, corporation, joint venture, trust, business trust, governmental agency, cooperative, association, individual, business or other entity); (4) Make any material and substantial change in the purposes of the Company or of its business; (5) Make a determination to surrender any permits, approvals or licenses of the Company or to dissolve the Company; (6) Sell, transfer, convey, exchange, lease, encumber, pledge, or otherwise dispose of all or substantially all, or the assets equity security of the Company; (7d) Mergethe issuance, consolidate redemption or combine the Company into or with any Other Entity; (8) Guarantee repurchase by the Company of, of any Membership Interest or the agreement any other equity security of the Company to be responsible for, the indebtedness or obligations of any Other EntityPerson; (9e) Make an expenditure other than Voluntary Loans, the borrowing of any sums of money; (f) the creation of any liens or incur encumbrances on any obligation of the Company’s assets, other than the creation of liens and encumbrances (i) securing borrowings permitted under paragraph (e) above; (ii) liens for taxes not yet due, or liens for taxes being contested in good faith and by appropriate proceedings for which adequate reserves have been established; (iii) liens in respect of property or on behalf assets of the Company at any one time involving a sum imposed by law, which were incurred in excess the ordinary course of Twenty-five Thousand and 00/100 U.S. Dollars (U.S. $25,000.00)business, including without limitation, carriers’, warehousemen’s and mechanics’ liens and other similar liens arising in the ordinary course of business and (x) which do not in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Company or (y) which are being contested in good faith by appropriate proceedings and for which adequate reserves have been established, which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any lease such lien; (iv) pledges or installment contract where the total amount of all future payments exceeds Twenty-five Thousand deposits in connection with worker’s compensation, unemployment insurance and 00/100 U.S. Dollars other social security legislation; or (U.S. $25,000.00), except for expenditures made and obligations incurred pursuant to and specifically set forth in a budget previously approved by the Supermajority in Interestv) constituting purchase money security interests; (10g) Institute any legal action or proceeding, except as provided in paragraphs (a) and (b) of this Section 6.54.03, belowany loan or other use of the Company’s assets with a fair market value in excess of $5,000,000 to, or the Company making an investment in, any Person not a Member or an Affiliate of a Member; provided, however, the Company may loan or permit the use of the Company’s assets if the fair market value thereof does not singularly or in the aggregate exceed $5,000,000; (11h) Approve all other dividends to the Stockholders, above; (12) Accelerate payment of any Company debt; (13) Authorize any new borrowing by the Company with the exception of trade payables incurred change in the normal course character of the business of the Company or the undertaking of any new ventures or transactions or the engaging in any type of business not incidental and directly related to the Company’s present business; (14i) Any amendment the sale or other disposition of all or substantially all of the Company's charter; (15) Increase the number assets and property of members of the Board of Directors; (16) Bankrupt the Company; (17j) Compensation, benefits and employment agreements for officersthe merger or consolidation of the Company with or into any other limited liability company or any corporation or other entity; (18k) All exclusive contracts. To except as contemplated by Sections 4.04 and 4.05, any transaction, whether or not evidenced by a written agreement, between the extent this Company, on the one hand, and First American or the Spin-off Successor, as the case may be, or its Affiliates, on the other hand, involving estimated consideration in excess of $2,000,000 over any twelve-month period (each, an “Affiliate Transaction”); and (l) any determination by the Company to require that each of First American or the Spin-off Successor, as the case may be, and Experian provide a guaranty to a third party; provided that if the Experian Managers fail to consent to a request for such guaranties, then FAREISI and its Affiliates (including, without limitation, First American or the Spin-off Successor, as the case may be) shall nevertheless have the right, but not the obligation, to provide any such guaranties upon such terms and conditions as they (or any other section of this Agreement them) shall determine in their (or any law requires its) sole and absolute discretion. Each Affiliate Transaction must be an arm’s length transaction (assuming relatively equal bargaining power between the consent or approval parties) and must be fair to the Company and all its Members from an economic perspective in light of any or all the Stockholders facts and circumstances existing at the time the Affiliate Transaction is entered into. FAREISI shall deliver to any action Experian, within thirty days after the conclusion of each fiscal quarter, a summary of all Affiliate Transactions entered into or matterconsummated during such fiscal quarter, the consent or approval in reasonable detail including a description of the representatives to transaction and the President shall constitute consideration paid and received by FARES in connection with such Stockholder's consent or approval to such action or mattertransaction.

Major Decisions. No acts To the extent that the Servicer or either Member proposes that the Company take any of the following actions, then, notwithstanding anything herein to the contrary, the following actions shall require the consent of each of CSG and F45, such consent to be takenprovided in the sole discretion of each of CSG and F45 (each, funds expendeda “Major Decision”): (a) entry into any Loan Document and funding of any Loan thereunder (including any protective advances); (b) except in connection with an EOD pursuant to Section 3.6, decisions made with respect to each Loan, (i) modification, amendment, restatement or obligations incurred by termination of any of the Loan Documents or any waiver of Company’s rights thereunder, (ii) release of any party or parties now or hereafter liable for the payment of any Loan or the performance of any other obligation relating thereto, including in connection with any guaranty, and (iii) release or subordination of all or any portion of the Company’s liens on the Collateral securing any Loan or subordination of any payment and claim rights of the Company under the Loan Documents; (c) entering into any agreement or arrangement with an Affiliate of either Member not expressly permitted by this Agreement (for the avoidance of doubt, the officersengagement of CSG as the initial Servicer as of the Effective Date is deemed approved for purposes of this clause); (d) modifications of this Agreement; (e) sale (including any participation interest) or pledge of any Investment or any other assets of the Company (other than in connection with an EOD pursuant to Section 3.6(b)); (f) dissolution or liquidation of the Company; or (g) the terms of, the Board of Directorsany amendment or modification to or, or Stockholder except with respect to a matter within the scope of any of the major decisions enumerated below (the "Major Decisions"), unless and until the same has been approved by Supermajority in interest. a. The Major Decisions shall include: (1) Acquire or develop any new business or line of business; (2) Borrow any money from a Stockholder or accept or require capital contributions from any Stockholder, other than loans or capital contributions permitted or contemplated termination pursuant to Section 2, above; (3) Make any acquisition of or material investment in any Other Entity (defined herein as any general partnership, limited partnership, corporation, joint venture, trust, business trust, governmental agency, cooperative, association, individual, business or other entity3.5(f); (4) Make any material and substantial change in the purposes of the Company or of its business; (5) Make a determination to surrender any permits, approvals or licenses of the Company or to dissolve the Company; (6) Sell, transfer, convey, exchange, lease, encumber, pledge, or otherwise dispose of all or substantially all, or the assets of the Company; (7) Merge, consolidate or combine the Company into or with any Other Entity; (8) Guarantee by the Company of, or the agreement of the Company to be responsible for, the indebtedness or obligations termination of any Other Entity; (9) Make Servicing Agreement. Without limitation on any other terms or conditions contained herein, the Members may appoint any Person as an expenditure or incur authorized person to execute any obligation by or documents on behalf of the Company at and bind the Company thereby. As of the date hereof, each of ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇, are appointed as an “Authorized Person” of the Company and shall have the power and authority to execute any one time involving a sum in excess of Twenty-five Thousand and 00/100 U.S. Dollars (U.S. $25,000.00), including by any lease or installment contract where the total amount of all future payments exceeds Twenty-five Thousand and 00/100 U.S. Dollars (U.S. $25,000.00), except for expenditures made and obligations incurred pursuant to and specifically set forth in a budget previously documents approved by the Supermajority Members and bind the Company thereby; but, for the avoidance of default, no such individual has any authority to execute documents unless any consent or approvals required under this Agreement have been obtained. In the event that a Member does not provided its written consent in Interest; (10) Institute any legal action or proceeding, except as provided in Section 6.5, below; (11) Approve all other dividends to the Stockholders, above; (12) Accelerate payment respect of any Company debt; (13) Authorize any new borrowing by the Company with the exception of trade payables incurred in the normal course of the Company business; (14) Any amendment of the Company's charter; (15) Increase the number of members of the Board of Directors; (16) Bankrupt the Company; (17) Compensation, benefits and employment agreements for officers; (18) All exclusive contracts. To the extent this or any other section of this Agreement or any law requires the consent or approval of any or all the Stockholders to any action or matterMajor Decision, the consent or approval of Members shall cooperate in good faith to resolve the representatives to disagreement between the President shall constitute such Stockholder's consent or approval Members with respect to such action or matterMajor Decision as promptly as practicable.

Major Decisions. No acts Except for the transactions described on Schedule 2 which are hereby approved, so long as EXPERIAN shall be taken, funds expended, decisions made or obligations incurred by own at least a 10% Membership Interest in the Company, and subject to the officersprovisions of Sections 4.04 and 4.05 below, the Board of DirectorsCompany shall not take, or Stockholder permit to occur, any action which would constitute a Major Decision without the prior written consent of the Experian Managers. Notwithstanding the preceding sentence, if the Company seeks the written consent of the Experian Managers to take, or permit to occur, any action which would constitute a Major Decision and the Experian Managers fail to respond to such consent request by the thirtieth (30th) day after such written consent is delivered to the Experian Managers via registered mail, return receipt requested, then the Company shall, without further action, be entitled to take, or permit to occur, any such action. Each of the following acts, events or occurrences shall constitute a "Major Decision": (a) any acquisition by the Company of any business of another Person, or of any property, securities, rights or other assets in one or a series of related transactions if (i) the consideration for such acquisition exceeds, in the aggregate, US $5,000,000 or (ii) the Company is required to make a cash down-payment in excess of $1,250,000 in connection with such acquisition (regardless of the aggregate consideration involved in such acquisition). (b) any sale, transfer or other disposition of assets of the Company, other than in the ordinary course of business, with a fair market value at the time of such sale, transfer or disposition exceeding, in the aggregate, US $5,000,000. (c) the adoption, filing or amendment of any designation of rights, preferences and privileges with respect to a matter within the scope of any of the major decisions enumerated below (the "Major Decisions"), unless and until the same has been approved by Supermajority in interest. a. The Major Decisions shall include: (1) Acquire or develop any new business or line of business; (2) Borrow any money from a Stockholder or accept or require capital contributions from any Stockholder, other than loans or capital contributions permitted or contemplated pursuant to Section 2, above; (3) Make any acquisition of or material investment in any Other Entity (defined herein as any general partnership, limited partnership, corporation, joint venture, trust, business trust, governmental agency, cooperative, association, individual, business or other entity); (4) Make any material and substantial change in the purposes of the Company or of its business; (5) Make a determination to surrender any permits, approvals or licenses of the Company or to dissolve the Company; (6) Sell, transfer, convey, exchange, lease, encumber, pledge, or otherwise dispose of all or substantially all, or the assets equity security of the Company; (7d) Mergethe issuance, consolidate redemption or combine the Company into or with any Other Entity; (8) Guarantee repurchase by the Company of, of any Membership Interest or the agreement any other equity security of the Company to be responsible for, the indebtedness or obligations of any Other EntityPerson; (9e) Make an expenditure other than borrowings made, or incur permitted to be made, under the Company's borrowing facilities listed on Schedule 3 hereto (together with any obligation by extensions or on behalf of refinancings thereof which do not increase the Company at any one time involving a sum in excess of Twenty-five Thousand and 00/100 U.S. Dollars (U.S. $25,000.00), including by any lease or installment contract where the total aggregate principal amount of all future payments exceeds Twenty-five Thousand borrowings permitted to be made thereunder) and 00/100 U.S. Dollars (U.S. $25,000.00)Voluntary Loans, except for expenditures made and obligations incurred pursuant to and specifically set forth in a budget previously approved by the Supermajority in Interestborrowing of any sums of money; (10f) Institute any legal action or proceeding, except as provided in Section 6.5, below; (11) Approve all other dividends to the Stockholders, above; (12) Accelerate payment creation of any Company debt; (13) Authorize liens or encumbrances on any new borrowing by the Company with the exception of trade payables incurred in the normal course of the Company business; (14) Any amendment of the Company's charter; assets, other than the creation of liens and encumbrances (15i) Increase the number securing borrowings permitted under paragraph (e) above; (ii) liens for taxes not yet due, or liens for taxes being contested in good faith and by appropriate proceedings for which adequate reserves have been established; (iii) liens in respect of members property or assets of the Board Company imposed by law, which were incurred in the ordinary course of Directors; business, including without limitation, carriers', warehousemen's and mechanics' liens and other similar liens arising in the ordinary course of business and (16x) Bankrupt which do not in the Company; aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Company or (17y) Compensationwhich are being contested in good faith by appropriate proceedings and for which adequate reserves have been established, benefits and employment agreements for officers; (18) All exclusive contracts. To which proceedings have the extent this effect of preventing the forfeiture or any other section sale of this Agreement the property or any law requires the consent or approval of any or all the Stockholders assets subject to any action such lien; (iv) pledges or matterdeposits in connection with worker's compensation, the consent or approval of the representatives to the President shall constitute such Stockholder's consent or approval to such action or matter.unemployment insurance and other social security legislation; or