Common use of Management of the Company’s Affairs Clause in Contracts

Management of the Company’s Affairs. All management powers over the business and affairs of the Company shall be exclusively vested in a board of directors (the “Company Board”) and, subject to the direction of the Company Board, the officers of the Company (the “Officers”). The Officers and Directors shall collectively constitute “managers” of the Company within the meaning of the Act. Neither Member, by virtue of its status as a member of the Company, shall have any management power over the business and affairs of the Company or actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, the Company. Except as otherwise specifically provided in this Agreement, the authority and functions of the Company Board on the one hand and of the Officers on the other shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the Delaware General Corporation Law. Thus, except as otherwise specifically provided in this Agreement, the business and affairs of the Company shall be managed under the direction of the Company Board, which may delegate from time to time such authority and duties as it deems appropriate to one or more of the Officers, who shall be agents of the Company. In addition to the powers that now or hereafter can be granted to managers under the Act and to all other powers granted under any other provision of this Agreement, and subject to any provisions of this Agreement (including Section 3.7 and Section 3.9) that permit action or require approval of specified Persons, the Company Board and the Officers (subject to the direction of the Company Board) shall have full, complete and absolute power and authority to do all things on such terms as they may deem necessary or appropriate to conduct, or cause to be conducted, or to manage, the business and affairs of the Company, including the following:

Management of the Company’s Affairs. All As provided in this Agreement, all management powers over the business and affairs of the Company shall be exclusively vested in a board Board of directors Directors (the “Company Board”"Board of Directors") and, subject to the direction of the Company BoardBoard of Directors, the officers of the Company Officers, who shall collectively (the “Officers”). The Officers and Directors shall collectively Directors) constitute “"managers” " of the Company within the meaning of the Act. Neither MemberNo Shareholder, by virtue of its having the status as of a member of the CompanyShareholder, shall have any management power over the business and affairs of the Company or actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, the Company. Except as otherwise specifically provided in this Agreement, the authority and functions of the Company Board of Directors on the one hand and of the Officers on the other shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the Delaware General Corporation LawGCLD. Thus, except as otherwise specifically provided in this Agreement, the business and affairs of the Company shall be managed under the direction of the Board of Directors, and the day-to-day activities of the Company Board, which may delegate from time to time such authority and duties as it deems appropriate to one or more of shall be conducted on the Company's behalf by the Officers, who shall be agents of the CompanyCompany with such authority as specifically provided in this Agreement or as authorized by the Board of Directors. In addition to the powers that now or hereafter can be granted to managers under the Act and to all other powers granted under any other provision of this Agreement, and the Board of Directors (subject to any provisions of this Agreement (including Section 3.7 and Section 3.95.3) that permit action or require approval of specified Persons, the Company Board and the Officers (subject to Section 5.4 and the direction of the Company BoardBoard of Directors) shall have full, complete and absolute full power and authority to do all things on such terms as they they, in their individual sole discretion, may deem necessary or appropriate to conduct, or to cause to be conducted, or to manage, the business and affairs of the Company, including (a) the following:making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness and the incurring of any other obligations; (b) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company; (c) subject to the requirements of Article X, the merger or other combination of the Company with or into, or the sale, lease or exchange of substantially all of the assets to, another Person; (d) the use of the assets of the Company (including cash on hand) for any purpose consistent with the terms of this Agreement and the repayment of obligations of the Company; (e) the negotiation, execution and performance of any contracts, conveyances or other instruments; (f) the distribution of Company cash; (g) the selection, engagement and dismissal of Officers, employees and agents, outside attorneys, accountants, engineers, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (h) the maintenance of such insurance for the benefit of the Company, as it deems necessary or appropriate; (i) the acquisition or disposition of assets; (j) the formation of, or acquisition of an interest in, or the contribution of property to, any Entity; (k) the control of any matters affecting the rights and obligations of the Company, including the commencement, prosecution and defense of actions at law or in equity and otherwise engaging in the conduct of litigation and the incurring of legal expense and the settlement of claims and litigation; (l) the indemnification of any Person

Management of the Company’s Affairs. All As provided in this Agreement ----------------------------------- all management powers over the business and affairs of the Company shall be exclusively vested in a board the Board of directors (the “Company Board”) Directors and, subject to the direction of the Company BoardBoard of Directors, the officers Officers (who, together with the Board of Directors of the Company (the “Officers”). The Officers and Directors shall collectively constitute “"managers” " of the Company within -------- the meaning of the Act). Neither MemberNo Shareholder, by virtue of its having the status as of a member of the CompanyShareholder, shall have any management power over the business and affairs of the Company or actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, the Company. Except as otherwise specifically provided in this Agreement, the authority and functions of the Company Board of Directors on the one hand and of the Officers on the other shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the Delaware General Corporation Law. Thus, except as otherwise specifically provided in this Agreement, the business and affairs of the Company shall be managed under the direction of the Company BoardBoard of Directors, which may delegate from time to time such authority and duties as it deems appropriate to one or more the day-to- day activities of the Officers, who Company shall be agents of conducted on the Company's behalf by the Officers. In addition to the powers that now or hereafter can be granted to managers under the Act and to all other powers granted under any other provision of this Agreement, and the Board of Directors (subject to any provisions of this Agreement (including Section 3.7 and Section 3.97.03) that permit action or require approval of specified Persons, the Company Board and the Officers (subject to Section 7.04 and the direction of the Company BoardBoard of Directors) shall have full, complete and absolute full power and authority to do all things on such terms as they they, in their sole discretion, may deem necessary or appropriate to conduct, or cause to be conducted, or to managethe business of the Company, including (a) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness and the incurring of any other obligations; (b) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company; (c) subject to the requirements of Section 7.11 and affairs Article 12, the merger or other combination of the Company with or into another Person; (d) the use of the assets of the Company (including cash on hand) for any purpose consistent with the terms of this Agreement and the repayment of obligations of the Company; (e) the negotiation, execution and performance of any contracts, conveyances or other instruments; (f) the distribution of Company cash; (g) the selection, engagement and dismissal of Officers, employees and agents, outside attorneys, accountants, engineers, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (h) the maintenance of such insurance for the benefit of the Company, as it deems necessary or appropriate; (i) the acquisition or disposition of assets; (j) the formation of, or acquisition of an interest in, or the contribution of property to, any Person; (k) the control of any matters affecting the rights and obligations of the Company, including the following:commencement, prosecution and defense of actions at law or in equity and otherwise engaging in the conduct of litigation and the incurring of legal expense and the settlement of claims and litigation; (1) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; and (m) the entering into of listing agreements with any securities exchange and the delisting of some or all of the Company Securities from, or requesting that trading be suspended on, any such exchange.

Management of the Company’s Affairs. All management powers over the business and affairs of the Company shall be exclusively vested in a board Board of directors Directors (the “Company Board”"BOARD OF DIRECTORS") and, subject to the direction of the Company BoardBoard of Directors, the officers of the Company (the “Officers”). The Directors and Officers and Directors shall collectively constitute “the "managers” " of the Company within the meaning of the Act. Neither No Member, by virtue of its status as a member of the CompanyMember, shall have any management power over the business and affairs of the Company or actual or apparent authority to enter into into, execute or deliver contracts on behalf of, or to otherwise bind, the Company. Except as otherwise specifically provided in this Agreement, the authority and functions of the Company Board of Directors, on the one hand hand, and of the Officers Officers, on the other other, shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the Delaware General Corporation LawLaw of Delaware (the "GCLD"). Thus, except as otherwise specifically provided in this Agreement, the business and affairs of the Company shall be managed under the direction of the Board of Directors, and the day-to-day activities of the Company Board, which may delegate from time to time such authority and duties as it deems appropriate to one or more of shall be conducted on the Company's behalf by the Officers, who shall be agents of the CompanyCompany with such authority as specifically provided in this Agreement or as authorized by the Board of Directors. In addition to the powers that now or hereafter can be granted to managers under the Act and to all other powers granted under any other provision of this Agreement, and subject to any provisions the Board of this Agreement (including Section 3.7 and Section 3.9) that permit action or require approval of specified Persons, the Company Board and the Officers (subject to the direction of the Company Board) Directors shall have full, complete and absolute full power and authority to do do, and to direct the Officers to do, all things on such terms as they it, in its sole discretion, may deem necessary or appropriate to conduct, or to cause to be conducted, or to manage, the business and affairs of the Company, including the following:making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness and the incurring of any other obligations; the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company; subject to the requirements of Article XVI, the merger or other combination of the Company with or into, or the sale, lease or exchange of all or substantially all of the assets to, another Person; the use of the assets of the Company (including cash on hand) for any purpose consistent with the terms of this Agreement and the repayment of obligations of the Company; the negotiation, execution and performance of any contracts, conveyances or other instruments; the declaration and payment of any distribution (in cash or otherwise); the selection, engagement and dismissal of Officers, employees and agents, outside attorneys, accountants, engineers, consultants and contractors and the determination of their compensation and other terms of employment or hiring; the maintenance of such insurance for the benefit of the Company, as it deems necessary or appropriate; the acquisition or disposition of assets; the formation of, or acquisition of an interest in, or the contribution of property to, any entity; the control of any matters affecting the rights and obligations of the Company, including the commencement, prosecution and defense of actions at law or in equity and otherwise engaging in the conduct of litigation and the incurring of legal expense and the settlement of claims and litigation; the indemnification of any Person against liabilities and contingencies to the extent permitted by law; and the entering into of listing agreements with any National Securities Exchange or other securities exchange and the delisting of some or all of the Interests from, or requesting that trading be suspended on, any such National Securities Exchange or other securities exchange.

Management of the Company’s Affairs. All As provided in this Agreement, all management powers over the business and affairs of the Company shall be exclusively vested in a board Board of directors Directors (the “Company Board”"Board of Directors") and, subject to the direction of the Company BoardBoard of Directors, the officers of the Company Officers, who shall collectively (the “Officers”). The Officers and Directors shall collectively Directors) constitute “the "managers” " of the Company within the meaning of the Act. Neither MemberNo Shareholder, by virtue of its status as a member of the CompanyShareholder, shall have any management power over the business and affairs of the Company or actual or apparent authority to enter into into, execute or deliver contracts on behalf of, or to otherwise bind, the Company. Except as otherwise specifically provided in this Agreement, the authority and functions of the Company Board of Directors on the one hand and of the Officers on the other shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the Delaware General Corporation LawGCLD. Thus, except as otherwise specifically provided in this Agreement, the business and affairs of the Company shall be managed under the direction of the Board of Directors, and the day-to-day activities of the Company Board, which may delegate from time to time such authority and duties as it deems appropriate to one or more of shall be conducted on the Company's behalf by the Officers, who shall be agents of the CompanyCompany with such authority as specifically provided in this Agreement or as authorized by the Board of Directors. In addition to the powers that now or hereafter can be granted to managers under the Act and to all other powers granted under any other provision of this Agreement, and subject to any provisions the Board of this Agreement (including Section 3.7 and Section 3.9) that permit action or require approval of specified Persons, the Company Board and the Officers (subject to the direction of the Company Board) Directors shall have full, complete and absolute full power and authority to do do, and to direct the Officers to do, all things on such terms as they it, in its sole discretion, may deem necessary or appropriate to conduct, or to cause to be conducted, or to manage, the business and affairs of the Company, including the following:making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness and the incurring of any other obligations; the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company; subject to the requirements of Article XI, the merger or other combination of the Company with or into, or the sale, lease or exchange of all or substantially all of the assets to, another Person; the use of the assets of the Company (including cash on hand) for any purpose consistent with the terms of this Agreement and the repayment of obligations of the Company; the negotiation, execution and performance of any contracts, conveyances or other instruments; the declaration and payment of any