Common use of Management in General Clause in Contracts

Management in General. Subject to the other terms and conditions of this Agreement, including the delegations of power and authority set forth herein, the management and control of the business of the LLC shall be vested exclusively in the Manager Member, and the Manager Member shall have exclusive power and authority, in the name of and on behalf of the LLC, to perform all acts and do all things which, in its sole discretion, it deems necessary or desirable to conduct the business of the LLC, with or without the vote or consent of the other Members in their capacity as such; PROVIDED, HOWEVER, that the Manager Member's power and authority over those matters delegated exclusively to the Management Committee pursuant to Section 3.5 of this Agreement shall be limited to (i) the Manager Member's power and authority under Section 3.2(b)(v) to designate members of the Management Committee and (ii) such other power and authority as is expressly granted or reserved to the Manager Member by other provisions of this Agreement (other than this Section 3.1(a)). Members, in their capacity as such, shall have no right to amend or terminate this Agreement or to appoint, select, vote for or remove the Manager Member, the Officers or their agents or to exercise voting rights or call a meeting of the Members, except as specifically provided in this Agreement. No Member other than the Manager Member shall have the power to sign for or bind the LLC in its capacity as a Member, but the Manager Member may delegate the power to sign for or bind the LLC to one or more Officers (including without limitation through delegation to the Management Committee). (a) The Manager Member shall, subject to all applicable provisions of this Agreement and the Act, be authorized in the name of and on behalf of the LLC (subject to the limitations on the authority of the Manager Member set forth herein): (i) to enter into, execute, amend, supplement, acknowledge and deliver any and all contracts, agreements, leases or other instruments for the operation of the LLC's business; and (ii) in general to do all things and execute all documents necessary or appropriate to conduct the business of the LLC as set forth in Section 2.7 hereof, or to protect and preserve the LLC's assets. The Manager Member may delegate any or all of the foregoing powers to one or more of the Officers (including without limitation through delegation to the Management Committee). (b) The Manager Member is required to be a Member, and shall hold office until its resignation in accordance with the provisions hereof. The Manager Member is the "manager" (within the meaning of the Act) of the LLC. The Manager Member shall devote such time to the business and affairs of the LLC as it deems necessary, in its sole discretion, for the performance of its duties, but in any event, shall not be required to devote full time to the performance of such duties and may delegate its duties and responsibilities as provided herein. (c) Any action taken by the Manager Member, and the signature of the Manager Member (or an authorized representative thereof) on any agreement, contract, instrument or other document on behalf of the LLC, shall be sufficient to bind the LLC and shall conclusively evidence the authority of the Manager Member and the LLC with respect thereto (in each case subject to the limitations on the authority of the Manager Member set forth herein). (d) Any Person dealing with the LLC, the Manager Member or any Member may rely upon a certificate signed by the Manager Member as to (i) the identity of the Manager Member or any other Member; (ii) any factual matters relevant to the affairs of the LLC; (iii) the Persons who are authorized to execute and deliver any document on behalf of the LLC; or (iv) any action taken or omitted by the LLC or the Manager Member.

Management in General. Subject to the other terms and conditions of this Agreement, including the delegations of power and authority set forth herein, the (a) The management and control of the business of the LLC Company shall be vested exclusively in a position entitled the Manager “Managing Member, ,” and the Manager Managing Member shall have exclusive power and authority, in the name of and on behalf of the LLCCompany, to perform all acts and do all things which, in its sole discretion, it deems necessary or desirable to conduct the business of the LLC, Company; with or without the vote or consent of the other Members in their capacity as such; PROVIDED, HOWEVER, that the Manager Member's power and authority over those matters delegated exclusively to the Management Committee pursuant to Section 3.5 of except as specifically provided in this Agreement shall be limited to (i) the Manager Member's power and authority under Section 3.2(b)(v) to designate members of the Management Committee and (ii) such other power and authority as is expressly granted or reserved to the Manager Member by other provisions of this Agreement (other than this Section 3.1(a))Agreement. Members, in their capacity as such, shall have no right to amend or terminate this Agreement or to appoint, select, vote for or remove the Manager Managing Member, the Officers officers or their agents or to exercise voting rights or call a meeting of the Members, except as specifically provided in this Agreement. No Member other than the Manager Managing Member shall have the power to sign for or bind the LLC Company to any agreement or document in its capacity as a Member, but the Manager Managing Member may delegate the power to sign for or bind the LLC Company to one or more Officers (including without limitation through delegation officers. None of the Managing Member nor any of the Members shall have any fiduciary duties to the Management Committee)Members; provided that the foregoing shall not eliminate any obligation of the Managing Member and the Members to act in good faith hereunder. (ab) The Manager authority of the Managing Member over the conduct of the affairs of the Company shall be subject only to such limitations as are expressly stated in this Agreement or in the Act. The Managing Member shall, subject to all applicable provisions of this Agreement and the Act, be authorized in the name of and on behalf of the LLC (subject to the limitations on the authority of the Manager Member set forth herein): Company: (i) to enter into, execute, amend, supplement, acknowledge and deliver any and all contracts, agreements, leases or other instruments for the operation of the LLC's Company’s business; and (ii) in general to do all things and execute all documents necessary or appropriate to conduct the business of the LLC as set forth in Section 2.7 hereofCompany, or to protect and preserve the LLC's Company’s assets, any such action taken by the Managing Member being sufficient to bind the Company and conclusively evidencing the authority of the Managing Member and the Company with respect thereto. The Manager Managing Member may delegate any or all of the foregoing powers to one or more of the Officers (including without limitation through delegation to the Management Committee)officers. (bc) The Manager Managing Member need not be a resident of the State of California. The Managing Member is required to be a Member, and shall hold office until its resignation or removal in accordance with the provisions hereof. The Manager Member is the "manager" (within the meaning As of the Act) of date hereof, the LLCManaging Member shall be NIHI. The Manager Managing Member shall devote such time to the business and affairs of the LLC Company as it deems necessary, in its sole discretion, for the performance of its duties, but in any event, event shall not be required to devote full time to the performance of such duties and may delegate its such duties and responsibilities as provided herein. (c) Any action taken by the Manager Member, and the signature of the Manager Member (or an authorized representative thereof) on any agreement, contract, instrument or other document on behalf of the LLC, shall be sufficient to bind the LLC and shall conclusively evidence the authority of the Manager Member and the LLC with respect thereto (in each case subject to the limitations on the authority of the Manager Member set forth herein)this Agreement. (d) Any Person dealing with the LLCCompany, the Manager Managing Member or any Member may rely upon a certificate signed by the Manager Managing Member as to (i) the identity of the Manager Managing Member or any other Member; , (ii) any factual matters relevant to the affairs of the LLCCompany; (iii) the Persons who are authorized to execute and deliver any document on behalf of the LLCCompany; or (iv) any action taken or omitted by the LLC Company or the Manager Managing Member. (e) The Managing Member (whether an initial or a successor Managing Member) shall cease to be the Managing Member upon the earlier of (i) such Managing Member’s resignation or (ii) such Managing Member’s removal pursuant to the affirmative vote of the Members holding a majority of the Class 1 and Class 2 Interests. Any vacancy in the Managing Member position, whether occurring as a result of a Managing Member resigning or being removed, may be filled by appointment of a successor by the Members holding a majority of the Class 1 and Class 2 Interests.

Management in General. (a) Subject to the other terms and conditions of this Agreement, including the delegations of power and authority set forth herein, the management and control of the business of the LLC shall be vested exclusively in the Manager Member, and the Manager Member shall have exclusive power and authority, in the name of and on behalf of the LLC, to perform all acts and do all things which, in its sole discretion, it deems necessary or desirable to conduct the business of the LLC, with or without the vote or consent of the other Members in their capacity as such; PROVIDED, HOWEVER, that the Manager Member's Member shall not have the power to make investment recommendations to Clients on behalf of the LLC, to execute, or cause the execution of, transactions in, or exercise any powers or privileges with respect to, securities and authority over those matters other instruments in accounts of clients of the LLC, which powers and privileges are hereby delegated irrevocably and exclusively to the greatest extent permitted by applicable law to the Management Committee pursuant to Section 3.5 of this Agreement shall be limited to (i) the Manager Member's power and authority under Section 3.2(b)(v) to designate members of the Management Committee and (ii) such other power and authority as is expressly granted or reserved to the Manager Member by other provisions of this Agreement (other than this Section 3.1(a))3.2 hereof. Members, in their capacity as such, shall have no right to amend or terminate this Agreement or to appoint, select, vote for or remove the Manager Member, the Officers or their agents or to exercise voting rights or call a meeting of the Members, except as specifically provided in this Agreement. No Member other than the Manager Member shall have the power to sign for or bind the LLC in its capacity as a Member, but the Manager Member may delegate the power to sign for or bind the LLC to one or more Officers (including without limitation through delegation to the Management Committee). (ab) The Manager Member shall, subject to all applicable provisions of this Agreement and the Act, be authorized in the name of and on behalf of the LLC (subject to the limitations on the authority of the Manager Member set forth herein): LLC: (i) to enter into, execute, amend, supplement, acknowledge and deliver any and all contracts, agreements, leases or other instruments for the operation of the LLC's business; and (ii) in general to do all things and execute all documents necessary or appropriate to conduct the business of the LLC as set forth in Section 2.7 hereof, or to protect and preserve the LLC's assets. The Manager Member may delegate any or all of the foregoing powers to one or more of the Officers (including without limitation through delegation to the Management Committee)Officers. (bc) The Manager Member is required to be a Member, and shall hold office until its resignation in accordance with the provisions hereof. The Manager Member is the a "manager" (within the meaning of the Act) of the LLC. The Manager Member shall devote such time to the business and affairs of the LLC as it deems necessary, in its sole discretion, for the performance of its duties, but in any event, shall not be required to devote full time to the performance of such duties and may delegate its duties and responsibilities as provided hereinin Section 3.3. (cd) Any action taken by the Manager Member, and the signature of the Manager Member (or an authorized representative thereof) on any agreement, contract, instrument or other document on behalf of the LLC, shall be sufficient to bind the LLC and shall conclusively evidence the authority of the Manager Member and the LLC with respect thereto (in each case subject to the limitations on the authority of the Manager Member set forth herein)thereto. (de) Any Person dealing with the LLC, the Manager Member or any Member may rely upon a certificate signed by the Manager Member as to (i) the identity of the Manager Member or any other Member; (ii) any factual matters relevant to the affairs of the LLC; (iii) the Persons who are authorized to execute and deliver any document on behalf of the LLC; or (iv) any action taken or omitted by the LLC or the Manager Member.

Management in General. Subject to the other terms and conditions of this Agreement, including the delegations of power and authority set forth herein, the (a) The management and control of the business of the LLC shall be vested exclusively in the Manager Member, and the Manager Member shall have exclusive power and authority, in the name of and on behalf of the LLC, to perform all acts and do all things which, in its sole discretion, it deems necessary or desirable to conduct the business of the LLC, ; with or without the vote or consent of the other Members in their capacity as such, except as specifically provided in this Agreement; PROVIDEDprovided, HOWEVERhowever, that the Manager Member's Member shall not have the power to execute, or cause the execution of, transactions in, or exercise any powers or privileges with respect to, securities and authority over those matters other instruments in accounts of clients of the LLC, which powers and privileges are hereby delegated exclusively to the Management Committee Board pursuant to Section 3.5 of this Agreement shall be limited to (i) the Manager Member's power and authority under Section 3.2(b)(v) to designate members of the Management Committee and (ii) such other power and authority as is expressly granted or reserved to the Manager Member by other provisions of this Agreement (other than this Section 3.1(a))3.3 hereof. Members, in their capacity as such, shall have no right to amend or terminate this Agreement or to appoint, select, vote for or remove the Manager Member, the Officers or their agents or to exercise voting rights or call a meeting of the Members, except as specifically provided in this Agreement. No Member other than the Manager Member shall have the power to sign for or bind the LLC to any agreement or document in its capacity as a Member, but the Manager Member may delegate the power to sign for or bind the LLC to one or more Officers (including without limitation through delegation to the Management Committee)Officers. (ab) The Manager Member shall, subject to all applicable provisions of this Agreement and the Act, be authorized in the name of and on behalf of the LLC (subject to the limitations on the authority of the Manager Member set forth herein): LLC: (i) to enter into, execute, amend, supplement, acknowledge and deliver any and all contracts, agreements, leases or other instruments for the operation of the LLC's business; and (ii) in general to do all things and execute all documents necessary or appropriate to conduct the business of the LLC as set forth in Section 2.7 hereof, or to protect and preserve the LLC's assets. The Manager Member may delegate any or all of the foregoing powers to one or more of the Officers (including without limitation through delegation to the Management Committee)Officers. (bc) The Manager Member is required to be a Member, and shall hold office until its resignation or removal in accordance with the provisions hereof. The Manager Member is the a "manager" (within the meaning of the Act) of the LLC. The Manager Member shall devote such time to the business and affairs of the LLC as it deems necessary, in its sole discretion, for the performance of its duties, but in any event, shall not be required to devote full time to the performance of such duties and may delegate its duties and responsibilities as provided hereinin Section 3.3. (cd) Any action taken by the Manager Member, and the signature of the Manager Member (or an authorized representative thereof) on any agreement, contract, instrument or other document on behalf of the LLC, shall be sufficient to bind the LLC and shall conclusively evidence the authority of the Manager Member and the LLC with respect thereto (in each case subject to the limitations on the authority of the Manager Member set forth herein). (d) Any Person dealing with the LLC, the Manager Member or any Member may rely upon a certificate signed by the Manager Member as to (i) the identity of the Manager Member or any other Member; (ii) any factual matters relevant to the affairs of the LLC; (iii) the Persons who are authorized to execute and deliver any document on behalf of the LLC; or (iv) any action taken or omitted by the LLC or the Manager Member.other

Management in General. Subject to the other terms and conditions of this Agreement, including the delegations of power and authority set forth herein, the (a) The management and control of the business of the LLC Company shall be vested exclusively in a position entitled the Manager “Managing Member, ,” and the Manager Managing Member shall have exclusive power and authority, in the name of and on behalf of the LLCCompany, to perform all acts and do all things which, in its sole discretion, it deems necessary or desirable to conduct the business of the LLC, Company; with or without the vote or consent of the other Members in their capacity as such; PROVIDED, HOWEVER, that the Manager Member's power and authority over those matters delegated exclusively to the Management Committee pursuant to Section 3.5 of except as specifically provided in this Agreement shall be limited to (i) the Manager Member's power and authority under Section 3.2(b)(v) to designate members of the Management Committee and (ii) such other power and authority as is expressly granted or reserved to the Manager Member by other provisions of this Agreement (other than this Section 3.1(a))Agreement. Members, in their capacity as such, shall have no right to amend or terminate this Agreement or to appoint, select, vote for or remove the Manager Managing Member, the Officers officers or their agents or to exercise voting rights or call a meeting of the Members, except as specifically provided in this Agreement. No Member other than the Manager Managing Member shall have the power to sign for or bind the LLC Company to any agreement or document in its capacity as a Member, but the Manager Managing Member may delegate the power to sign for or bind the LLC Company to one or more Officers (including without limitation through delegation officers. None of the Managing Member nor any of the Members shall have any fiduciary duties to the Management Committee)Members. (ab) The Manager authority of the Managing Member over the conduct of the affairs of the Company shall be subject only to such limitations as are expressly stated in this Agreement or in the Act. The Managing Member shall, subject to all applicable provisions of this Agreement and the Act, be authorized in the name of and on behalf of the LLC (subject to the limitations on the authority of the Manager Member set forth herein): Company: (i) to enter into, execute, amend, supplement, acknowledge and deliver any and all contracts, agreements, leases or other instruments for the operation of the LLC's Company’s business; and (ii) in general to do all things and execute all documents necessary or appropriate to conduct the business of the LLC as set forth in Section 2.7 hereofCompany, or to protect and preserve the LLC's Company’s assets, any such action taken by the Managing Member being sufficient to bind the Company and conclusively evidencing the authority of the Managing Member and the Company with respect thereto. The Manager Managing Member may delegate any or all of the foregoing powers to one or more of the Officers (including without limitation through delegation to the Management Committee)officers. (bc) The Manager Managing Member need not be a resident of the State of Delaware. The Managing Member is required to be a Member or an Affiliate of a Member, and shall hold office until its resignation or removal in accordance with the provisions hereof. The Manager Member is the "manager" (within the meaning As of the Act) of date hereof, the LLCManaging Member shall be Holdings. The Manager Managing Member shall devote such time to the business and affairs of the LLC Company as it deems necessary, in its sole discretion, for the performance of its duties, but in any event, event shall not be required to devote full time to the performance of such duties and may delegate its such duties and responsibilities as provided herein. (c) Any action taken by the Manager Member, and the signature of the Manager Member (or an authorized representative thereof) on any agreement, contract, instrument or other document on behalf of the LLC, shall be sufficient to bind the LLC and shall conclusively evidence the authority of the Manager Member and the LLC with respect thereto (in each case subject to the limitations on the authority of the Manager Member set forth herein)this Agreement. (d) Any Person dealing with the LLCCompany, the Manager Managing Member or any Member may rely upon a certificate signed by the Manager Managing Member as to (i) the identity of the Manager Managing Member or any other Member; (ii) any factual matters relevant to the affairs of the LLCCompany; (iii) the Persons who are authorized to execute and deliver any document on behalf of the LLCCompany; or (iv) any action taken or omitted by the LLC Company or the Manager Managing Member. (e) The Managing Member (whether an initial or a successor Managing Member) shall cease to be the Managing Member upon the earlier of (i) such Managing Member’s resignation or (ii) such Managing Member’s removal pursuant to the affirmative vote of the Members holding a majority of the Class 1 Interests. Any vacancy in the Managing Member position, whether occurring as a result of a Managing Member resigning or being removed, may be filled by appointment of a successor by the Members holding a majority of the Class 1 Interests.

Management in General. Subject to the other terms and conditions of this Agreement, including the delegations of power and authority set forth herein, the management and control of the business of the LLC shall be vested exclusively in the Manager Member, and the Manager Member shall have exclusive power and authority, in the name of and on behalf of the LLC, to perform all acts and do all things which, in its sole discretion, it deems necessary or desirable to conduct the business of the LLC, with or without the vote or consent of the other Members in their capacity as such; PROVIDEDprovided, HOWEVERhowever, that the Manager Member's power and authority over Member shall not have any powers or privileges with respect to those matters delegated exclusively to the Management Committee pursuant to Section 3.5 of this Agreement shall be limited to (i) the Manager Member's power and authority under Section 3.2(b)(v) to designate members of the Management Committee and (ii) such other power and authority as is expressly granted or reserved to the Manager Member by other provisions of this Agreement (other than this Section 3.1(a))3.2 hereof. Members, in their capacity as such, shall have no right to amend or terminate this Agreement or to appoint, select, vote for or remove the Manager Member, the Officers or their agents or to exercise voting rights or call a meeting of the Members, except as specifically provided in this Agreement. No Member other than the Manager Member shall have the power to sign for or bind the LLC in its capacity as a Member, but the Manager Member may delegate the power to sign for or bind the LLC to one or more Officers (including without limitation through delegation to the Management Committee). (a) The Manager Member shall, subject to all applicable provisions of this Agreement and the Act, be authorized in the name of and on behalf of the LLC (subject to the limitations on the authority of the Manager Member set forth herein): LLC: (i) to enter into, execute, amend, supplement, acknowledge and deliver any and all contracts, agreements, leases or other instruments for the operation of the LLC's ’s business; and (ii) in general to do all things and execute all documents necessary or appropriate to conduct the business of the LLC as set forth in Section 2.7 hereof, or to protect and preserve the LLC's ’s assets. The Manager Member may delegate any or all of the foregoing powers to one or more of the Officers (including without limitation through delegation to the Management Committee). (b) The Manager Member is required to be a Member, and shall hold office until its resignation in accordance with the provisions hereof. The Manager Member is the "“manager" ” (within the meaning of the Act) of the LLC. The Manager Member shall devote such time to the business and affairs of the LLC as it deems necessary, in its sole discretion, for the performance of its duties, but in any event, shall not be required to devote full time to the performance of such duties and may delegate its duties and responsibilities as provided hereinin Section 3.3. (c) Any action taken by the Manager Member, and the signature of the Manager Member (or an authorized representative thereof) on any agreement, contract, instrument or other document on behalf of the LLC, shall be sufficient to bind the LLC and shall conclusively evidence the authority of the Manager Member and the LLC with respect thereto (in each case subject to the limitations on the authority of the Manager Member set forth herein)thereto. (d) Any Person dealing with the LLC, the Manager Member or any Member may rely upon a certificate signed by the Manager Member as to (i) the identity of the Manager Member or any other Member; (ii) any factual matters relevant to the affairs of the LLC; (iii) the Persons who are authorized to execute and deliver any document on behalf of the LLC; or (iv) any action taken or omitted by the LLC or the Manager Member.