Common use of Officers Clause in Contracts

Officers. (a) At any time, the Board may appoint and replace individuals as officers or agents of the Company (“Officers”) with such titles as the Board may elect to act on behalf of the Company with such power and authority as the Board may delegate to such persons. Any number of offices may be held by the same person. Officers shall hold their offices for such terms as shall be determined from time to time by the Board. Unless otherwise determined and set forth by the Board and subject to the policies and procedures of the Company applicable to Officers and employees, each Officer shall have the powers, rights and obligations as are customarily held and exercised by other persons in similar positions in limited liability companies organized under the Delaware Act, subject to Section 2.1(c). The Officers shall hold office until their successors are chosen and qualified. Any Officer may be removed at any time, with or without cause, by the Board. The Officers may also be officers or employees of other Persons. The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Board not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and the actions of the Officers taken in accordance with such powers shall bind the Company. Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care as set forth in the Delaware Act. No Officer shall at any time serve as trustee in bankruptcy for any Affiliate of the Company. (b) Notwithstanding the foregoing, it shall be deemed not to be a breach of any duty (including any fiduciary duty) or any other obligation of any type whatsoever of any Manager or any officer or employee or any Affiliates of such Manager, officer or employee (other than any express obligation contained in any agreement to which such Person and the Company or any of its subsidiaries are parties) to engage in outside business interests and activities in preference to or to the exclusion of the Company or in direct competition with the Company; provided such Person does not engage in such business or activity as a result of or using confidential information provided by or on behalf of the Company to such Person; provided, further, that a Person shall not be deemed to be in direct competition with the Company solely because of such Person’s ownership, directly or indirectly, solely for investment purposes, of securities of any publicly traded entity if such Person does not, together with such Person’s Affiliates, collectively own 5% or more of any class or securities of such publicly traded entity, and such Person is not a director or officer (and does not hold an equivalent position) in such publicly traded entity. Neither the Board, not any officer or employee shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Company that may become available to Affiliates of such Person. None of any Member or any other Person shall have any rights by virtue of the Board’s or any officer’s or employee’s or any Affiliates of the Board, officer or employee duties as the Board or any Manager, officer or employee or this Agreement in any business ventures of the Administrator or any Manager or any officer or employee or any Affiliates of the Administrator or any such Manager, officer or employee.

Officers. (a) At any The Sole Member may, from time to time, the Board may appoint and replace individuals as designate one or more persons to be officers or agents of the Company (each an “OfficersOfficer”) with ), including but not limited to a President, Chief Financial Officer and Secretary. Any Officer so designated shall have such titles title and authority and perform such duties as the Board may elect to act on behalf of the Company with such power and authority as the Board may delegate to such persons. Any number of offices may be held by the same person. Officers shall hold their offices for such terms as shall be determined Sole Member may, from time to time time, delegate to them; provided, however, that except as otherwise delegated by the Board. Unless otherwise determined and set forth by Sole Member, the Board and subject to the policies and procedures of the Company applicable to Officers and employees, each Officer shall have the powers, rights such authority and obligations perform such duties as are customarily held and exercised by other persons in officers with similar positions in limited liability companies titles of business corporations organized under the Delaware Act, subject to Section 2.1(c). The Officers Each Officer shall hold office for the term for which such Officer is designated and until their successors are chosen and qualifiedits qualified successor shall be duly designated or until such officer’s death, resignation or removal as provided herein. Any Officer may be removed at any timeas such, with or without cause, by the BoardSole Member at any time. Any Officer may resign at any time upon written notice to the Company. Such resignation shall be in writing and shall take effect at the time specified therein or, if no time is specified therein, at the time the Sole Member receives such written resignation. The Officers Sole Member may also from time to time by resolution authorize a person who is not an Officer to act on behalf of the Company and to execute and/or attest documents as an authorized representative of the Company, subject to such specific authority and such specific limitations as the Sole Member shall in its sole discretion determine and as shall be officers or employees of other Persons. The Officers, to the extent of their powers set forth in this Agreement or otherwise vested the resolution, and such person shall have such title as shall be set forth in them by the resolution. The action of the Board not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and the actions of the Officers such person taken in accordance with the authority granted to such powers person in the resolution shall bind the Company. Except to the extent otherwise provided herein, each Officer and such person shall have a the same fiduciary duty of loyalty and care as set forth in the Delaware Act. No Officer shall at any time serve as trustee in bankruptcy for any Affiliate of the CompanyOfficers. (b) Notwithstanding the foregoing, it shall be deemed not to be a breach of any duty (including any fiduciary duty) or any other obligation of any type whatsoever of any Manager or any officer or employee or any Affiliates of such Manager, officer or employee (other than any express obligation contained in any agreement to which such Person and the Company or any of its subsidiaries are parties) to engage in outside business interests and activities in preference to or to the exclusion of the Company or in direct competition with the Company; provided such Person does not engage in such business or activity as a result of or using confidential information provided by or on behalf of the Company to such Person; provided, further, that a Person shall not be deemed to be in direct competition with the Company solely because of such Person’s ownership, directly or indirectly, solely for investment purposes, of securities of any publicly traded entity if such Person does not, together with such Person’s Affiliates, collectively own 5% or more of any class or securities of such publicly traded entity, and such Person is not a director or officer (and does not hold an equivalent position) in such publicly traded entity. Neither the Board, not any officer or employee shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Company that may become available to Affiliates of such Person. None of any Member or any other Person shall have any rights by virtue of the Board’s or any officer’s or employee’s or any Affiliates of the Board, officer or employee duties as the Board or any Manager, officer or employee or this Agreement in any business ventures of the Administrator or any Manager or any officer or employee or any Affiliates of the Administrator or any such Manager, officer or employee.

Officers. (a) At any time, the Board may appoint and replace individuals as officers or agents of the Company or of any Series (as applicable, “Officers”) with such titles as the Board may elect to act on behalf of the Company or the applicable Series with such power and authority as the Board may delegate to such persons. In the event that any persons are not denominated as “Officers” of any particular Series, such persons shall be deemed to have been named as officers of the Company and of all Series then existing or which may thereafter be formed by the Board, unless otherwise limited by the Board. Any number of offices may be held by the same person. Officers shall hold their offices for such terms as shall be determined from time to time by the Board. Unless otherwise determined and set forth by the Board and subject to the policies and procedures of the Company applicable to Officers and employees, each Officer shall have the powers, rights and obligations as are customarily held and exercised by other persons in similar positions in limited liability companies organized under the Delaware Act, subject to Section 2.1(c2.01(c). The Officers shall hold office until their successors are chosen and qualified. Any Officer may be removed at any time, with or without cause, by the Board. The Officers may also be officers or employees of other Persons. The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Board not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and the actions of the Officers taken in accordance with such powers shall bind the Company. Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care as set forth in the Delaware Act. No Officer shall at any time serve as trustee in bankruptcy for any Affiliate of the Company. (b) Notwithstanding the foregoing, it shall be deemed not to be a breach of any duty (including any fiduciary duty) or any other obligation of any type whatsoever of any Manager or any officer or employee or any Affiliates of such Manager, officer or employee (other than any express obligation contained in any agreement to which such Person and the Company or any Series or any of its their respective subsidiaries are parties) to engage in outside business interests and activities in preference to or to the exclusion of the Company or any Series or in direct competition with the CompanyCompany or any Series; provided such Person does not engage in such business or activity as a result of or using confidential information provided by or on behalf of the Company or any Series to such Person; provided, further, that a Person shall not be deemed to be in direct competition with the Company or any Series solely because of such Person’s ownership, directly or indirectly, solely for investment purposes, of securities of any publicly traded entity if such Person does not, together with such Person’s Affiliates, collectively own 5% or more of any class or securities of such publicly traded entity, and such Person is not a director or officer (and does not hold an equivalent position) in such publicly traded entity. Neither the Board, not any officer or employee shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Company or any Series that may become available to Affiliates of such Person. None of any Member or any other Person shall have any rights by virtue of the Board’s or any officer’s or employee’s or any Affiliates of the Board, officer or employee duties as the Board or any Manager, officer or employee or this Agreement in any business ventures of the Administrator or any Manager or any officer or employee or any Affiliates of the Administrator or any such Manager, officer or employee.

Officers. (a) At any time, the Board may appoint and replace individuals as officers or agents of the Company (“Officers”) with such titles as the Board may elect to act on behalf of the Company with such power and authority as the Board may delegate to such persons. Any number of offices may be held by the same person. Officers shall hold their offices for such terms as shall be determined from time to time by the Board. Unless otherwise determined and set forth by the Board and subject to the policies and procedures of the Company applicable to Officers and employees, each Officer shall have the powers, rights and obligations as are customarily held and exercised by other persons in similar positions in limited liability companies organized under the Delaware Act, subject to Section 2.1(c). The Officers shall hold office until their successors are chosen and qualified. Any Officer may be removed at any time, with or without cause, by the Board. The Officers may also be officers or employees of other Persons. The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Board not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and the actions of the Officers taken in accordance with such powers shall bind the Company. Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care as set forth in the Delaware Act. No Officer shall at any time serve as trustee in bankruptcy for any Affiliate of the Company. (b) Notwithstanding the foregoing, it shall be deemed not to be a breach of any duty (including any fiduciary duty) or any other obligation of any type whatsoever of any Manager or any officer or employee or any Affiliates of such Manager, officer or employee (other than any express obligation contained in any agreement to which such Person and the Company or any of its subsidiaries are parties) to engage in outside business interests and activities in preference to or to the exclusion of the Company or in direct competition with the Company; provided such Person does not engage in such business or activity as a result of or using confidential information provided by or on behalf of the Company to such Person; provided, further, that a Person shall not be deemed to be in direct competition with the Company solely because of such Person’s ownership, directly or indirectly, solely for investment purposes, of securities of any publicly traded entity if such Person does not, together with such Person’s Affiliates, collectively own 5% or more of any class or securities of such publicly traded entity, and such Person is not a director or officer (and does not hold an equivalent position) in such publicly traded entity. Neither the Board, not any officer or employee shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Company that may become available to Affiliates of such Person. None of any Member or any other Person shall have any rights by virtue of the Board’s or any officer’s or employee’s or any Affiliates of the Board, officer or employee duties as the Board or any Manager, officer or employee or this Agreement in any business ventures of the Administrator or any Manager or any officer or employee or any Affiliates of the Administrator or any such Manager, officer or employee. (c) S▇▇▇▇ ▇▇▇▇ is hereby designated as the Chief Executive Officer, J▇▇▇ ▇▇▇▇▇▇▇▇▇ is designated the General Counsel and Secretary and N▇▇▇▇ ▇▇▇▇▇▇▇ is designated as the Chief Financial Officer of the Company, each to serve in such capacity until his earlier death, resignation or removal from office.

Officers. (a) At any The Member may, from time to time, the Board may appoint and replace individuals as designate one or more persons to be officers or agents of the Company (each an “OfficersOfficer”) with ). Any Officer so designated shall have such titles title and authority and perform such duties as the Board may elect to act on behalf of the Company with such power and authority as the Board may delegate to such persons. Any number of offices may be held by the same person. Officers shall hold their offices for such terms as shall be determined Member may, from time to time time, delegate to them; provided, however, that except as otherwise delegated by the Board. Unless otherwise determined and set forth by Member, the Board and subject to the policies and procedures of the Company applicable to Officers and employees, each Officer shall have the powers, rights such authority and obligations perform such duties as are customarily held and exercised by other persons in officers with similar positions in limited liability companies titles of business corporations organized under the Delaware Act, subject to Section 2.1(c)General Corporation Law of the State of Delaware. The Officers Each Officer shall hold office for the term for which such Officer is designated and until their successors are chosen and qualifiedits qualified successor shall be duly designated or until such officer’s death, resignation or removal as provided herein. Any Officer may be removed at any timeas such, with or without cause, by the BoardMember at any time. Any Officer may resign at any time upon written notice to the Company. Such resignation shall be in writing and shall take effect at the time specified therein or, if no time is specified therein, at the time the Member receives such written resignation. The initial Officers may also be officers or employees of other Personsthe Company designated by the Member are listed on Schedule B attached hereto. The OfficersMember may from time to time by resolution authorize a person who is not an Officer to act on behalf of the Company and to execute and/or attest documents as an authorized representative of the Company, subject to such specific authority and such specific limitations as the extent of their powers Member shall in its sole discretion determine and as shall be set forth in this Agreement or otherwise vested the resolution, and such person shall have such title as shall be set forth in them by the resolution. The action of the Board not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and the actions of the Officers such person taken in accordance with the authority granted to such powers person in the resolution shall bind the Company. Except to the extent otherwise provided herein, each Officer and such person shall have a the same fiduciary duty of loyalty and care as set forth in the Delaware Act. No Officer shall at any time serve as trustee in bankruptcy for any Affiliate of the CompanyOfficers. (b) Notwithstanding the foregoing, it shall be deemed not to be a breach of any duty (including any fiduciary duty) or any other obligation of any type whatsoever of any Manager or any officer or employee or any Affiliates of such Manager, officer or employee (other than any express obligation contained in any agreement to which such Person and the Company or any of its subsidiaries are parties) to engage in outside business interests and activities in preference to or to the exclusion of the Company or in direct competition with the Company; provided such Person does not engage in such business or activity as a result of or using confidential information provided by or on behalf of the Company to such Person; provided, further, that a Person shall not be deemed to be in direct competition with the Company solely because of such Person’s ownership, directly or indirectly, solely for investment purposes, of securities of any publicly traded entity if such Person does not, together with such Person’s Affiliates, collectively own 5% or more of any class or securities of such publicly traded entity, and such Person is not a director or officer (and does not hold an equivalent position) in such publicly traded entity. Neither the Board, not any officer or employee shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Company that may become available to Affiliates of such Person. None of any Member or any other Person shall have any rights by virtue of the Board’s or any officer’s or employee’s or any Affiliates of the Board, officer or employee duties as the Board or any Manager, officer or employee or this Agreement in any business ventures of the Administrator or any Manager or any officer or employee or any Affiliates of the Administrator or any such Manager, officer or employee.

Officers. (a) At any time, the Board The Economic Member may appoint and replace individuals as one (1) or more officers or agents of the Company (each, an “OfficersOfficer”), including, without limitation, a President, a Chief Executive Officer, a Chief Operating Officer, a Secretary, a Treasurer, one (1) with such titles as the Board may elect to act on behalf of the Company with such power or more Vice Presidents and authority as the Board may delegate to such personsone (1) or more Assistant Secretaries, and Assistant Vice Presidents. Any number of two (2) or more offices may be held by the same person. Officers Each such Officer shall hold their offices for such terms as shall be determined from time have delegated to time by him or her the Board. Unless otherwise determined authority and set forth by the Board power to execute and subject to the policies and procedures deliver on behalf of the Company applicable (and to Officers cause the Company to perform) any and employeesall such contracts, each certificates, agreements, instruments and other documents, and to take any such action, as the Economic Member deem necessary or appropriate, all as may be set forth in a written delegation of authority executed by the Economic Member. In addition, unless the Economic Member decides otherwise, if the title given to such Officer shall have the powers, rights and obligations as are customarily held and exercised by other persons in similar positions in limited liability companies organized is one commonly used for officers of a business corporation formed under the Delaware ActGeneral Corporation Law of the State of Delaware, subject the assignment of such title shall constitute the delegation to Section 2.1(c)such person of the authorities and duties that are normally associated with that office. The Officers shall hold office until their successors are chosen serve at the pleasure of the Economic Member, and qualifiedthe Economic Member may remove any person as an Officer and/or appoint additional persons as Officers, as the Economic Member deems necessary or desirable. Any Officer may be removed resign at any timetime by giving written notice of such resignation to the Economic Member. Unless otherwise specified in such written notice, with or without cause, such resignation shall take effect upon receipt thereof by the BoardEconomic Member and the acceptance of such resignation shall not be necessary to make it effective. The Officers Any Person dealing with the Company may also conclusively presume that an Officer specified in such a written delegation of authority who executes a contract, certificate, agreement, instrument or other document on behalf of the Company has the full power and authority to do so and each such document shall, for all purposes, be officers or employees of other Persons. duly authorized, executed and delivered by the Company upon execution and delivery by such Officer. (b) The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Board Economic Member not inconsistent with this Agreement, are agents of the Company for the purpose of conducting the business and affairs of the Company’s business , and the actions of the Officers any Officer taken in accordance with such powers shall bind the Company. Except to the extent otherwise provided herein, each Company and any third party dealing with such Officer shall have a fiduciary duty be entitled to rely conclusively (without making inquiry of loyalty and care any kind) on any actions so taken as set forth in the Delaware Act. No Officer shall at any time serve as trustee in bankruptcy for any Affiliate of being properly authorized by the Company. (b) Notwithstanding the foregoing, it shall be deemed not to be a breach of any duty (including any fiduciary duty) or any other obligation of any type whatsoever of any Manager or any officer or employee or any Affiliates of such Manager, officer or employee (other than any express obligation contained in any agreement to which such Person and the Company or any of its subsidiaries are parties) to engage in outside business interests and activities in preference to or to the exclusion of the Company or in direct competition with the Company; provided such Person does not engage in such business or activity as a result of or using confidential information provided by or on behalf of the Company to such Person; provided, further, that a Person shall not be deemed to be in direct competition with the Company solely because of such Person’s ownership, directly or indirectly, solely for investment purposes, of securities of any publicly traded entity if such Person does not, together with such Person’s Affiliates, collectively own 5% or more of any class or securities of such publicly traded entity, and such Person is not a director or officer (and does not hold an equivalent position) in such publicly traded entity. Neither the Board, not any officer or employee shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Company that may become available to Affiliates of such Person. None of any Member or any other Person shall have any rights by virtue of the Board’s or any officer’s or employee’s or any Affiliates of the Board, officer or employee duties as the Board or any Manager, officer or employee or this Agreement in any business ventures of the Administrator or any Manager or any officer or employee or any Affiliates of the Administrator or any such Manager, officer or employee.

Officers. (a) At any The Member may, from time to time, the Board may appoint and replace individuals as designate one or more persons to be officers or agents of the Company (each an “OfficersOfficer”) with ). Any Officer so designated shall have such titles title, power and authority and perform such duties as the Board may elect Member may, from time to act on behalf of time, delegate to them; provided, however, that except as otherwise delegated by the Company with Member, the Officers shall have such power and authority and perform such duties as the Board may delegate to such persons. Any number officers with similar titles of offices may be held by the same person. Officers shall hold their offices for such terms as shall be determined from time to time by the Board. Unless otherwise determined and set forth by the Board and subject to the policies and procedures of the Company applicable to Officers and employees, each Officer shall have the powers, rights and obligations as are customarily held and exercised by other persons in similar positions in limited liability companies business corporations organized under the Delaware Act, subject to Section 2.1(c)General Corporation Law of the State of Delaware. The Officers Each Officer shall hold office for the term for which such Officer is designated and until their successors are chosen and qualifiedits qualified successor shall be duly designated or until such Officer’s death, resignation or removal as provided herein. Any Officer may be removed at any timeas such, with or without cause, by the BoardMember at any time. Any Officer may resign at any time upon written notice to the Company. Such resignation shall be in writing and shall take effect at the time specified therein or, if no time is specified therein, at the time the Member receives such written resignation. The initial Officers may also be officers or employees of other Personsthe Company designated by the Member are listed on Schedule B attached hereto. The OfficersMember may from time to time by resolution authorize a person who is not an Officer to act on behalf of the Company and to execute and/or attest documents as an authorized representative of the Company, subject to such specific authority and such specific limitations as the extent of their powers Member shall in its sole discretion determine and as shall be set forth in this Agreement or otherwise vested the resolution, and such person shall have such title as shall be set forth in them by the resolution. The action of the Board not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and the actions of the Officers such person taken in accordance with the authority granted to such powers person in the resolution shall bind the Company. Except to the extent otherwise provided herein, each Officer and such person shall have a the same fiduciary duty of loyalty and care as set forth in the Delaware Act. No Officer shall at any time serve as trustee in bankruptcy for any Affiliate of the CompanyOfficers. (b) Notwithstanding the foregoing, it shall be deemed not to be a breach of any duty (including any fiduciary duty) or any other obligation of any type whatsoever of any Manager or any officer or employee or any Affiliates of such Manager, officer or employee (other than any express obligation contained in any agreement to which such Person and the Company or any of its subsidiaries are parties) to engage in outside business interests and activities in preference to or to the exclusion of the Company or in direct competition with the Company; provided such Person does not engage in such business or activity as a result of or using confidential information provided by or on behalf of the Company to such Person; provided, further, that a Person shall not be deemed to be in direct competition with the Company solely because of such Person’s ownership, directly or indirectly, solely for investment purposes, of securities of any publicly traded entity if such Person does not, together with such Person’s Affiliates, collectively own 5% or more of any class or securities of such publicly traded entity, and such Person is not a director or officer (and does not hold an equivalent position) in such publicly traded entity. Neither the Board, not any officer or employee shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Company that may become available to Affiliates of such Person. None of any Member or any other Person shall have any rights by virtue of the Board’s or any officer’s or employee’s or any Affiliates of the Board, officer or employee duties as the Board or any Manager, officer or employee or this Agreement in any business ventures of the Administrator or any Manager or any officer or employee or any Affiliates of the Administrator or any such Manager, officer or employee.

Officers. (a) At any The Member may, from time to time, the Board may appoint and replace individuals as designate one or more persons to be officers or agents of the Company (“Officers”) with each an "Officer"). Any Officer so designated shall have such titles title and authority and perform such duties as the Board may elect to act on behalf of the Company with such power and authority as the Board may delegate to such persons. Any number of offices may be held by the same person. Officers shall hold their offices for such terms as shall be determined Member may, from time to time time, delegate to them; provided, however, that except as otherwise delegated by the Board. Unless otherwise determined and set forth by Member, the Board and subject to the policies and procedures of the Company applicable to Officers and employees, each Officer shall have the powers, rights such authority and obligations perform such duties as are customarily held and exercised by other persons in officers with similar positions in limited liability companies titles of business corporations organized under the Delaware Act, subject to Section 2.1(c)General Corporation Law of the State of Delaware. The Officers Each Officer shall hold office for the term for which such Officer is designated and until their successors are chosen and qualifiedits qualified successor shall be duly designated or until such officer's death, resignation or removal as provided herein. Any Officer may be removed at any timeas such, with or without cause, by the BoardMember at any time. Any Officer may resign at any time upon written notice to the Company. Such resignation shall be in writing and shall take effect at the time specified therein or, if no time is specified therein, at the time the Member receives such written resignation. The initial Officers may also be officers or employees of other Personsthe Company designated by the Member are listed on Schedule B attached hereto. The OfficersMember may from time to time by resolution authorize a person who is not an Officer to act on behalf of the Company and to execute and/or attest documents as an authorized representative of the Company, subject to such specific authority and such specific limitations as the extent of their powers Member shall in its sole discretion determine and as shall be set forth in this Agreement or otherwise vested the resolution, and such person shall have such title as shall be set forth in them by the resolution. The action of the Board not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and the actions of the Officers such person taken in accordance with the authority granted to such powers person in the resolution shall bind the Company. Except to the extent otherwise provided herein, each Officer and such person shall have a the same fiduciary duty of loyalty and care as set forth in the Delaware Act. No Officer shall at any time serve as trustee in bankruptcy for any Affiliate of the CompanyOfficers. (b) Notwithstanding the foregoing, it shall be deemed not to be a breach of any duty (including any fiduciary duty) or any other obligation of any type whatsoever of any Manager or any officer or employee or any Affiliates of such Manager, officer or employee (other than any express obligation contained in any agreement to which such Person and the Company or any of its subsidiaries are parties) to engage in outside business interests and activities in preference to or to the exclusion of the Company or in direct competition with the Company; provided such Person does not engage in such business or activity as a result of or using confidential information provided by or on behalf of the Company to such Person; provided, further, that a Person shall not be deemed to be in direct competition with the Company solely because of such Person’s ownership, directly or indirectly, solely for investment purposes, of securities of any publicly traded entity if such Person does not, together with such Person’s Affiliates, collectively own 5% or more of any class or securities of such publicly traded entity, and such Person is not a director or officer (and does not hold an equivalent position) in such publicly traded entity. Neither the Board, not any officer or employee shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Company that may become available to Affiliates of such Person. None of any Member or any other Person shall have any rights by virtue of the Board’s or any officer’s or employee’s or any Affiliates of the Board, officer or employee duties as the Board or any Manager, officer or employee or this Agreement in any business ventures of the Administrator or any Manager or any officer or employee or any Affiliates of the Administrator or any such Manager, officer or employee.

Officers. (a1) At any timeThe Company shall have employees or agents who are designated as officers and assigned titles (including, without limitation, a Chief Executive Officer (the “CEO”), a President, one or more Vice Presidents, a Secretary, and a Treasurer) by the Board from time to time (collectively, the “Officers”). Any Officer designated by the Board may appoint be removed by the Board with or without cause at any time. (2) Each of the Officers shall have such powers and replace individuals duties in the management of the Company as may be prescribed in a resolution of the Board, and, to the extent not so prescribed, if the Officer’s title is one commonly used for officers of a business corporation formed under the General Corporation Law of the State of Delaware, the assignment of such title shall constitute the delegation to such person of the powers and duties as are normally associated with that office. The Officers shall be subject to the authority of the CEO and shall be responsible for implementing the decisions of the Board and conducting the ordinary and usual business and affairs of the Company, including, subject to the policies and limitations established by, and the supervision of, the Board, and subject to the terms of this Agreement, including, without limitation, Section 7(e). Without limiting the generality of the foregoing, the Officers shall not take any of the actions specified in the Delegation of Authority except pursuant to the approval of the party to whom authority is granted for such actions as set forth therein, including the approval of the Board by formally documented authorization where so required. (3) The acts of the Officers shall bind the Company when they are within the scope of the authority of such Officers. Except as otherwise authorized by the Board or the CEO, and except as set forth in the Delegation of Authority, no other natural person shall have authority to bind or act for, or assume any obligations or responsibilities on behalf of, the Company. The Officers shall keep the Board informed as to all matters of concern to the Company. (4) Nothing in this Section 7(j) shall be construed to limit the authority of the Member to act for and bind the Company. The Member also may delegate authority and assign titles to individual employees or agents of the Company (“Officers”) with as determined by the Member. Any such titles as employees or agents shall not be Officers of the Company, but shall be subject to the supervision and control of the Board may elect and shall conform to act on behalf of the Company with such power policies and authority as the Board may delegate to such persons. Any number of offices may be held by the same person. Officers shall hold their offices for such terms as shall be determined from time to time procedures established by the Board. Unless otherwise determined and set forth by the Board and subject to the policies and procedures of the Company applicable to Officers and employees, each Officer shall have the powers, rights and obligations as are customarily held and exercised by other persons in similar positions in limited liability companies organized under the Delaware Act, subject to Section 2.1(c). The Officers shall hold office until their successors are chosen and qualified. Any Officer may be removed at any time, with or without cause, by the Board. The Officers may also be officers or employees of other Persons. The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Board not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and the actions of the Officers taken in accordance with such powers shall bind the Company. Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care as set forth in the Delaware Act. No Officer shall at any time serve as trustee in bankruptcy for any Affiliate of the Company. (b) Notwithstanding the foregoing, it shall be deemed not to be a breach of any duty (including any fiduciary duty) or any other obligation of any type whatsoever of any Manager or any officer or employee or any Affiliates of such Manager, officer or employee (other than any express obligation contained in any agreement to which such Person and the Company or any of its subsidiaries are parties) to engage in outside business interests and activities in preference to or to the exclusion of the Company or in direct competition with the Company; provided such Person does not engage in such business or activity as a result of or using confidential information provided by or on behalf of the Company to such Person; provided, further, that a Person shall not be deemed to be in direct competition with the Company solely because of such Person’s ownership, directly or indirectly, solely for investment purposes, of securities of any publicly traded entity if such Person does not, together with such Person’s Affiliates, collectively own 5% or more of any class or securities of such publicly traded entity, and such Person is not a director or officer (and does not hold an equivalent position) in such publicly traded entity. Neither the Board, not any officer or employee shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Company that may become available to Affiliates of such Person. None of any Member or any other Person shall have any rights by virtue of the Board’s or any officer’s or employee’s or any Affiliates of the Board, officer or employee duties as the Board or any Manager, officer or employee or this Agreement in any business ventures of the Administrator or any Manager or any officer or employee or any Affiliates of the Administrator or any such Manager, officer or employee.

Officers. (a) At any time, The Board of Directors shall have the Board may appoint and replace individuals as officers or agents of the Company (“Officers”) with such titles as the Board may elect to act on behalf of the Company with such power and authority to appoint such officers with such titles, authority and duties as determined by the Board may delegate of Directors. Such Persons so designated by the Board of Directors shall be referred to such personsas “Officers.” The Officers shall have the titles, power, authority and duties as determined by the Board of Directors. (b) Each Officer shall hold office until his or her successor is elected and qualified or until his or her earlier death, disability, resignation or removal. Any number of offices may be held by the same personPerson. The compensation of Officers shall hold their offices for such terms as elected by the Board of Directors shall be determined fixed from time to time by the BoardBoard of Directors or by such Officers as may be designated by resolution of the Board of Directors. (c) Any Officer may resign at any time upon written notice to the Company. Unless otherwise determined and set forth Any Officer, agent or employee of the Company may be removed by the Board of Directors with or without cause at any time. The Board of Directors may delegate the power of removal as to Officers, agents and subject employees who have not been appointed by the Board of Directors. Such removal shall be without prejudice to a Person’s contract rights, if any, but the policies and procedures appointment of any Person as an Officer, agent or employee of the Company applicable shall not of itself create contract rights. (d) The Board of Directors may from time to time delegate the powers or duties of any Officer to any other Officers and employeesor agents, each Officer shall have the powers, rights and obligations as are customarily held and exercised by other persons in similar positions in limited liability companies organized under the Delaware Act, subject to Section 2.1(c). The Officers shall hold office until their successors are chosen and qualified. Any Officer may be removed at notwithstanding any time, with or without cause, provision hereof. (e) Unless otherwise directed by the Board. The Officers may also be officers Board of Directors, the Chairman, the President or employees of any other Persons. The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Board not inconsistent with this Agreement, are agents Officer of the Company for the purpose of the Company’s business and the actions of the Officers taken in accordance with such powers shall bind the Company. Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty power to vote and care as set forth in the Delaware Act. No Officer shall at any time serve as trustee in bankruptcy for any Affiliate of the Company. (b) Notwithstanding the foregoing, it shall be deemed not to be a breach of any duty (including any fiduciary duty) or any other obligation of any type whatsoever of any Manager or any officer or employee or any Affiliates of such Manager, officer or employee (other than any express obligation contained in any agreement to which such Person and the Company or any of its subsidiaries are parties) to engage in outside business interests and activities in preference to or to the exclusion of the Company or in direct competition with the Company; provided such Person does not engage in such business or activity as a result of or using confidential information provided by or otherwise act on behalf of the Company Company, in person or by proxy, at any meeting of members of or with respect to such Person; provided, further, that a Person shall not be deemed to be any action of equity holders of any other entity in direct competition with which the Company solely because may hold securities and otherwise to exercise any and all rights and powers which the Company may possess by reason of such Person’s ownership, directly or indirectly, solely for investment purposes, its ownership of securities of any publicly traded entity if such Person does not, together with such Person’s Affiliates, collectively own 5% or more of any class or securities of such publicly traded entity, and such Person is not a director or officer (and does not hold an equivalent position) in such publicly traded entity. Neither the Board, not any officer or employee shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Company that may become available to Affiliates of such Person. None of any Member or any other Person shall have any rights by virtue of the Board’s or any officer’s or employee’s or any Affiliates of the Board, officer or employee duties as the Board or any Manager, officer or employee or this Agreement in any business ventures of the Administrator or any Manager or any officer or employee or any Affiliates of the Administrator or any such Manager, officer or employeeentities.

Officers. (a) At any time, the Board Manager may appoint and replace individuals as officers or agents of the Company (“Officers”) with such titles as the Board Manager may elect to act on behalf of the Company with such power and authority as the Board Manager may delegate to such persons. Any number of offices may be held by the same person. Officers shall hold their offices for such terms as shall be determined from time to time by the BoardManager. Unless otherwise determined and set forth by the Board Manager and subject to the policies and procedures of the Company applicable to Officers and employees, each Officer shall have the powers, rights and obligations as are customarily held and exercised by other persons in similar positions in limited liability companies organized under the Delaware Act, subject to Section 2.1(c). The Officers shall hold office until their successors are chosen and qualified. Any Officer may be removed at any time, with or without cause, by the BoardManager. The Officers may also be officers or employees of other Persons. The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Board Manager not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and the actions of the Officers taken in accordance with such powers shall bind the Company. Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care as set forth in the Delaware Act. No Officer shall at any time serve as trustee in bankruptcy for any Affiliate of the Company. (b) Notwithstanding the foregoing, it shall be deemed not to be a breach of any duty (including any fiduciary duty) or any other obligation of any type whatsoever of any the Manager or any officer or employee or any Affiliates of such Manager, officer or employee (other than any express obligation contained in any agreement to which such Person and the Company or any of its subsidiaries are parties) to engage in outside business interests and activities in preference to or to the exclusion of the Company or in direct competition with the Company; provided such Person does not engage in such business or activity as a result of or using confidential information provided by or on behalf of the Company to such Person; provided, further, that a Person shall not be deemed to be in direct competition with the Company solely because of such Person’s ownership, directly or indirectly, solely for investment purposes, of securities of any publicly traded entity if such Person does not, together with such Person’s Affiliates, collectively own 5% or more of any class or securities of such publicly traded entity, and such Person is not a director or officer (and does not hold an equivalent position) in such publicly traded entity. Neither the BoardManager, not nor any officer or employee employee, shall have no any obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Company that may become available to Affiliates of such Person. None of any Member or any other Person shall have any rights by virtue of the BoardManager’s or any officer’s or employee’s or any Affiliates of the Boardsuch Manager, officer or employee duties as the Board or any Manager, officer or employee or this Agreement in any business ventures of the Administrator or any Manager or any officer or employee or any Affiliates of the Administrator or any such Manager, officer or employee.

Officers. (a) At any time, the Board Manager may appoint and replace individuals as officers or agents of the Company (“Officers”) with such titles as the Board Manager may elect to act on behalf of the Company with such power and authority as the Board Manager may delegate to such persons. Any number of offices may be held by the same person. Officers shall hold their offices for such terms as shall be determined from time to time by the BoardManager. Unless otherwise determined and set forth by the Board Manager and subject to the policies and procedures of the Company applicable to Officers and employees, each Officer shall have the powers, rights and obligations as are customarily held and exercised by other persons in similar positions in limited liability companies organized under the Delaware Act, subject to Section 2.1(c). The Officers shall hold office until their successors are chosen and qualified. Any Officer may be removed at any time, with or without cause, by the BoardManager. The Officers may also be officers or employees of other Persons. The Officers, to the extent of their powers set forth in this Agreement that are in accordance with the scope of the offices they hold or otherwise vested in them by action of the Board Manager not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and the actions of the Officers taken in accordance with such powers shall bind the Company. Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care as set forth in the Delaware Act. No Officer shall at any time serve as trustee in bankruptcy for any Affiliate of the Company. (b) Notwithstanding the foregoing, it shall be deemed not to be a breach of any duty (including any fiduciary duty) or any other obligation of any type whatsoever of any the Manager or any officer or employee or any Affiliates of such Manager, officer or employee (other than any express obligation contained in any agreement to which such Person and the Company or any of its subsidiaries are parties) to engage in outside business interests and activities in preference to or to the exclusion of the Company or in direct competition with the Company; provided such Person does not engage in such business or activity as a result of or using confidential information provided by or on behalf of the Company to such Person; provided, further, that a Person shall not be deemed to be in direct competition with the Company solely because of such Person’s ownership, directly or indirectly, solely for investment purposes, of securities of any publicly traded entity if such Person does not, together with such Person’s Affiliates, collectively own 5% or more of any class or of securities of such publicly traded entity, and such Person is not a director or officer (and does not hold an equivalent position) in such publicly traded entity. Neither the BoardManager, not nor any officer or employee employee, shall have no any obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Company that may become available to Affiliates of such Person. None of any Member or any other Person shall have any rights by virtue of the BoardManager’s or any officer’s or employee’s or any Affiliates of the Boardsuch Manager, officer or employee duties as the Board or any Manager, officer or employee or this Agreement Agreement, in or to any business ventures of the Administrator or any Manager or any officer or employee or any Affiliates of the Administrator or any such Manager, officer or employee.

Officers. (a) At any timeThe General Partner shall have the power and authority to appoint such officers with such titles, authority and duties as determined by the Board may appoint and replace individuals General Partner. Such Persons so designated by the General Partner shall be referred to as officers or agents of the Company (“Officers”) with such titles . The Officers shall have the titles, power, authority and duties as determined by the Board may elect to act on behalf General Partner. No Officer, in its capacity as such, shall be considered a general partner of the Company with such power Partnership by agreement, estoppel or as a result of the performance of its duties hereunder or otherwise. (b) Each Officer shall hold office until his or her successor is elected and authority as the Board may delegate to such personsqualified or until his or her earlier death, disability, resignation or removal. Any number of offices may be held by the same personPerson. (c) Any Officer may resign at any time upon written notice to the Partnership. Officers shall hold their offices for such terms Any Officer, agent or employee of the Partnership may be removed by the General Partner with or without cause at any time. The General Partner may delegate the power of removal as to Officers, agents and employees who have not been appointed by the General Partner. Such removal shall be determined without prejudice to a Person’s contract rights, if any, but the appointment of any Person as an Officer, agent or employee of the Partnership shall not of itself create contract rights. (d) The General Partner may from time to time delegate the powers or duties of any Officer to any other Officers or agents, notwithstanding any provision hereof. (e) Unless otherwise directed by the Board. Unless otherwise determined and set forth by the Board and General Partner, subject to the policies and procedures terms of this Agreement, the Chief Executive Officer or any other Officer of the Company applicable to Officers and employees, each Officer Partnership shall have power to vote and otherwise act on behalf of the powersPartnership, in person or by proxy, at any meeting of Partners of or with respect to any action of equity holders of any other entity in which the Partnership may hold securities and otherwise to exercise any and all rights and obligations powers which the Partnership may possess by reason of its ownership of securities in such other entities. (f) Except as are customarily held and exercised by other persons in similar positions in limited liability companies organized under the Delaware Act, subject to Section 2.1(c). The Officers shall hold office until their successors are chosen and qualified. Any Officer may be removed at any time, with or without cause, by the Board. The Officers may also be officers or employees of other Persons. The Officers, to the extent of their powers set forth otherwise expressly provided in this Agreement or otherwise vested in them required by action of the Board not inconsistent with this AgreementAct, are agents of (i) the Company for duties and obligations owed to the purpose of Partnership by the Company’s business Officers and the actions General Partner shall be the duty of the Officers taken in accordance with such powers shall bind the Company. Except to the extent otherwise provided herein, each Officer shall have a fiduciary care and duty of loyalty owed to a corporation organized under the DGCL by its officers and directors, respectively, and (ii) the duty of care and duty of loyalty owed to the Partners by the Officers and General Partner shall be the same as set forth in the Delaware Act. No Officer shall at any time serve as trustee in bankruptcy for any Affiliate duty of care and duty of loyalty owed to the Companystockholders of a corporation under the DGCL by its officers and directors, respectively. (bg) Notwithstanding The General Partner shall have the foregoing, it shall be deemed not right to be a breach of any duty (including any fiduciary duty) or any other obligation of any type whatsoever of any Manager or any officer or employee or any Affiliates of such Manager, officer or employee (other than any express obligation contained in any agreement to which such Person and the Company or exercise any of its subsidiaries are parties) the powers granted to engage in outside business interests it by this Agreement and activities in preference to or to the exclusion perform any of the Company duties imposed upon it hereunder either directly or in direct competition with the Company; provided such Person does not engage in such business or activity as a result of or using confidential information provided by or on behalf of through the Company to such Person; provided, further, that a Person shall not be deemed to be in direct competition with the Company solely because of such Person’s ownership, directly or indirectly, solely for investment purposes, of securities of any publicly traded entity if such Person does not, together with such Person’s Affiliates, collectively own 5% or more of any class or securities of such publicly traded entity, and such Person is not a director or officer (and does not hold an equivalent position) in such publicly traded entity. Neither the Board, not any officer or employee shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Company that may become available to Affiliates of such Person. None of any Member or any other Person shall have any rights by virtue of the Board’s or any officer’s or employee’s or any Affiliates of the Board, officer or employee duties as the Board or any Manager, officer or employee or this Agreement in any business ventures of the Administrator or any Manager or any officer or employee or any Affiliates of the Administrator or any such Manager, officer or employeeduly authorized Officers.

Officers. (a) At any time, The Board of Directors shall have the Board may appoint and replace individuals as officers or agents of the Company (“Officers”) with such titles as the Board may elect to act on behalf of the Company with such power and authority to appoint such officers with such titles, authority and duties as determined by the Board may delegate of Directors. Such Persons so designated by the Board of Directors shall be referred to such personsas “Officers.” The Officers shall have the titles, power, authority and duties as determined by the Board of Directors. (b) Each Officer shall hold office until his or her successor is elected and qualified or until his or her earlier death, disability, resignation or removal. Any number of offices may be held by the same personPerson. (c) Any Officer may resign at any time upon written notice to the Company. Officers shall hold their offices for such terms Any Officer, agent or employee of the Company may be removed by the Board of Directors with or without cause at any time. The Board of Directors may delegate the power of removal as to Officers, agents and employees who have not been appointed by the Board of Directors. Such removal shall be determined without prejudice to a Person’s contract rights, if any, but the appointment of any Person as an Officer, agent or employee of the Company shall not of itself create contract rights. (d) The Board of Directors may from time to time by delegate the Board. powers or duties of any Officer to any other Officers or agents, notwithstanding any provision hereof. (e) Unless otherwise determined and set forth directed by the Board and of Directors, subject to the policies and procedures Consent Rights, the Chief Executive Officer or any other Officer of the Company applicable to Officers and employees, each Officer shall have the powers, rights power to vote and obligations as are customarily held and exercised by other persons in similar positions in limited liability companies organized under the Delaware Act, subject to Section 2.1(c). The Officers shall hold office until their successors are chosen and qualified. Any Officer may be removed at any time, with or without cause, by the Board. The Officers may also be officers or employees of other Persons. The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Board not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and the actions of the Officers taken in accordance with such powers shall bind the Company. Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care as set forth in the Delaware Act. No Officer shall at any time serve as trustee in bankruptcy for any Affiliate of the Company. (b) Notwithstanding the foregoing, it shall be deemed not to be a breach of any duty (including any fiduciary duty) or any other obligation of any type whatsoever of any Manager or any officer or employee or any Affiliates of such Manager, officer or employee (other than any express obligation contained in any agreement to which such Person and the Company or any of its subsidiaries are parties) to engage in outside business interests and activities in preference to or to the exclusion of the Company or in direct competition with the Company; provided such Person does not engage in such business or activity as a result of or using confidential information provided by or act on behalf of the Company Company, in person or by proxy, at any meeting of members of or with respect to such Person; provided, further, that a Person shall not be deemed to be any action of equity holders of any other entity in direct competition with which the Company solely because may hold securities and otherwise to exercise any and all rights and powers which the Company may possess by reason of such Person’s ownership, directly or indirectly, solely for investment purposes, its ownership of securities of any publicly traded entity if such Person does not, together with such Person’s Affiliates, collectively own 5% or more of any class or securities of such publicly traded entity, and such Person is not a director or officer (and does not hold an equivalent position) in such publicly traded entity. Neither the Board, not any officer or employee shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Company that may become available to Affiliates of such Person. None of any Member or any other Person shall have any rights by virtue of the Board’s or any officer’s or employee’s or any Affiliates of the Board, officer or employee duties as the Board or any Manager, officer or employee or this Agreement in any business ventures of the Administrator or any Manager or any officer or employee or any Affiliates of the Administrator or any such Manager, officer or employeeentities.

Officers. (a) At any The Member may, from time to time, the Board may appoint and replace individuals as designate one or more persons to be officers or agents of the Company (each an “OfficersOfficer”) with ). Any Officer so designated shall have such titles title and authority and perform such duties as the Board may elect to act on behalf of the Company with such power and authority as the Board may delegate to such persons. Any number of offices may be held by the same person. Officers shall hold their offices for such terms as shall be determined Member may, from time to time time, delegate to them; provided, however, that except as otherwise delegated by the Board. Unless otherwise determined and set forth by Member, the Board and subject to the policies and procedures of the Company applicable to Officers and employees, each Officer shall have the powers, rights such authority and obligations perform such duties as are customarily held and exercised by other persons in officers with similar positions in limited liability companies titles of business corporations organized under the Delaware Act, subject to Section 2.1(c)general corporation law of the State of Maryland. The Officers Each Officer shall hold office for the term for which such Officer is designated and until their successors are chosen and qualifiedits qualified successor shall be duly designated or until such officer’s death, resignation or removal as provided herein. Any Officer may be removed at any timeas such, with or without cause, by the BoardMember at any time. Any Officer may resign at any time upon written notice to the Company. Such resignation shall be in writing and shall take effect at the time specified therein or, if no time is specified therein, at the time the Member receives such written resignation. The initial Officers may also be officers or employees of other Personsthe Company designated by the Member are listed on Schedule B attached hereto. The OfficersMember may from time to time by resolution authorize a person who is not an Officer to act on behalf of the Company and to execute and/or attest documents as an authorized representative of the Company, subject to such specific authority and such specific limitations as the extent of their powers Member shall in its sole discretion determine and as shall be set forth in this Agreement or otherwise vested the resolution, and such person shall have such title as shall be set forth in them by the resolution. The action of the Board not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and the actions of the Officers such person taken in accordance with the authority granted to such powers person in the resolution shall bind the Company. Except to the extent otherwise provided herein, each Officer and such person shall have a the same fiduciary duty of loyalty and care as set forth in the Delaware Act. No Officer shall at any time serve as trustee in bankruptcy for any Affiliate of the CompanyOfficers. (b) Notwithstanding the foregoing, it shall be deemed not to be a breach of any duty (including any fiduciary duty) or any other obligation of any type whatsoever of any Manager or any officer or employee or any Affiliates of such Manager, officer or employee (other than any express obligation contained in any agreement to which such Person and the Company or any of its subsidiaries are parties) to engage in outside business interests and activities in preference to or to the exclusion of the Company or in direct competition with the Company; provided such Person does not engage in such business or activity as a result of or using confidential information provided by or on behalf of the Company to such Person; provided, further, that a Person shall not be deemed to be in direct competition with the Company solely because of such Person’s ownership, directly or indirectly, solely for investment purposes, of securities of any publicly traded entity if such Person does not, together with such Person’s Affiliates, collectively own 5% or more of any class or securities of such publicly traded entity, and such Person is not a director or officer (and does not hold an equivalent position) in such publicly traded entity. Neither the Board, not any officer or employee shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Company that may become available to Affiliates of such Person. None of any Member or any other Person shall have any rights by virtue of the Board’s or any officer’s or employee’s or any Affiliates of the Board, officer or employee duties as the Board or any Manager, officer or employee or this Agreement in any business ventures of the Administrator or any Manager or any officer or employee or any Affiliates of the Administrator or any such Manager, officer or employee.

Officers. (a) At any time, the Board may appoint and replace individuals as officers or agents of the Company (“Officers”) with such titles as the Board may elect to act on behalf of the Company with such power and authority as the Board may delegate to such persons. Any number of offices may be held by the same person. Officers shall hold their offices for such terms as shall be determined from time to time by the Board. Unless otherwise determined and set forth by the Board and subject to the policies and procedures of the Company applicable to Officers and employees, each Officer shall have the powers, rights and obligations as are customarily held and exercised by other persons in similar positions in limited liability companies organized under the Delaware Act, subject to Section 2.1(c). The Officers shall hold office until their successors are chosen and qualified. Any Officer may be removed at any time, with or without cause, by the Board. The Officers may also be officers or employees of other Persons. The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Board not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and the actions of the Officers taken in accordance with such powers shall bind the Company. Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care as set forth in the Delaware Act. No Officer shall at any time serve as trustee in bankruptcy for any Affiliate of the Company. (b) Notwithstanding the foregoing, it shall be deemed not to be a breach of any duty (including any fiduciary duty) or any other obligation of any type whatsoever of any Manager or any Manager, officer or employee or any Affiliates of such Manager, officer or employee (other than any express obligation contained in any agreement to which such Person and the Company or any of its subsidiaries are parties) to engage in outside business interests and activities in preference to or to the exclusion of the Company or in direct competition with the Company; provided such Person does not engage in such business or activity as a result of or using confidential information provided by or on behalf of the Company to such Person; provided, further, that a Person shall not be deemed to be in direct competition with the Company solely because of such Person’s ownership, directly or indirectly, solely for investment purposes, of securities of any publicly traded entity if such Person does not, together with such Person’s Affiliates, collectively own 5% or more of any class or securities of such publicly traded entity, and such Person is not a director or officer (and does not hold an equivalent position) in such publicly traded entity. Neither the Board, not any officer or employee shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Company that may become available to Affiliates of such Person. None of any Member or any other Person shall have any rights by virtue of the BoardManager’s or any officer’s or employee’s or any Affiliates of the Boardsuch Manager, officer or employee duties as the Board or any Manager, officer or employee or this Agreement in any business ventures of the Administrator or any Manager or any officer or employee or any Affiliates of the Administrator or any such Manager, officer or employee. (c) S▇▇▇▇ ▇▇▇▇ is hereby designated as the Chief Executive Officer and J▇▇▇ ▇▇▇▇▇▇▇▇▇ is designated the Secretary, General Counsel, and Interim Chief Financial Officer of the Company, each to serve in such capacity until his earlier death, resignation or removal from office.

Officers. (a) At any time, The Board of Directors shall have the Board may appoint and replace individuals as officers or agents of the Company (“Officers”) with such titles as the Board may elect to act on behalf of the Company with such power and authority to appoint such officers with such titles, authority and duties as determined by the Board may delegate of Directors. Such Persons so designated by the Board of Directors shall be referred to such personsas “Officers.” The Officers shall have the titles, power, authority and duties as determined by the Board of Directors. (b) Each Officer shall hold office until his or her successor is elected and qualified or until his or her earlier death, disability, resignation or removal. Any number of offices may be held by the same personPerson. (c) Any Officer may resign at any time upon written notice to the Company. Officers shall hold their offices for such terms Any Officer, agent or employee of the Company may be removed by the Board of Directors with or without cause at any time. The Board of Directors may delegate the power of removal as to Officers, agents and employees who have not been appointed by the Board of Directors. Such removal shall be determined without prejudice to a Person’s contract rights, if any, but the appointment of any Person as an Officer, agent or employee of the Company shall not of itself create contract rights. (d) The Board of Directors may from time to time by delegate the Board. powers or duties of any Officer to any other Officers or agents, notwithstanding any provision hereof. (e) Unless otherwise determined and set forth directed by the Board and subject to of Directors, any Chairman, the policies and procedures President, the Chief Executive Officer or any other Officer of the Company applicable to Officers and employees, each Officer shall have the powers, rights power to vote and obligations as are customarily held and exercised by other persons in similar positions in limited liability companies organized under the Delaware Act, subject to Section 2.1(c). The Officers shall hold office until their successors are chosen and qualified. Any Officer may be removed at any time, with or without cause, by the Board. The Officers may also be officers or employees of other Persons. The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Board not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and the actions of the Officers taken in accordance with such powers shall bind the Company. Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care as set forth in the Delaware Act. No Officer shall at any time serve as trustee in bankruptcy for any Affiliate of the Company. (b) Notwithstanding the foregoing, it shall be deemed not to be a breach of any duty (including any fiduciary duty) or any other obligation of any type whatsoever of any Manager or any officer or employee or any Affiliates of such Manager, officer or employee (other than any express obligation contained in any agreement to which such Person and the Company or any of its subsidiaries are parties) to engage in outside business interests and activities in preference to or to the exclusion of the Company or in direct competition with the Company; provided such Person does not engage in such business or activity as a result of or using confidential information provided by or act on behalf of the Company Company, in person or by proxy, at any meeting of members of or with respect to such Person; provided, further, that a Person shall not be deemed to be any action of equity holders of any other entity in direct competition with which the Company solely because may hold securities and otherwise to exercise any and all rights and powers which the Company may possess by reason of such Person’s ownership, directly or indirectly, solely for investment purposes, its ownership of securities of any publicly traded entity if such Person does not, together with such Person’s Affiliates, collectively own 5% or more of any class or securities of such publicly traded entity, and such Person is not a director or officer (and does not hold an equivalent position) in such publicly traded entity. Neither the Board, not any officer or employee shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Company that may become available to Affiliates of such Person. None of any Member or any other Person shall have any rights by virtue of the Board’s or any officer’s or employee’s or any Affiliates of the Board, officer or employee duties as the Board or any Manager, officer or employee or this Agreement in any business ventures of the Administrator or any Manager or any officer or employee or any Affiliates of the Administrator or any such Manager, officer or employeeentities.

Officers. (a) At any time, the The Board may appoint and replace individuals as shall elect one or more persons to be officers or agents of the Company (each an “Officer” and collectively, the “Officers”) with such titles to assist in carrying out the Board’s and the Members’ decisions, as applicable, and the Board may elect to act on behalf day-to-day activities of the Company with such power and authority in its capacity as the general partner of the Partnership, or otherwise at the direction of Members representing a Majority Interest. Officers are not “managers” as that term is used in the Act. Any individuals who are elected as Officers of the Company shall serve at the pleasure of the Board may delegate and shall have such titles and the authority and duties specified in this Agreement or otherwise delegated to such personseach of them, respectively, by the Board from time to time. Any number of offices Officer positions of the Company may be held by the same person. The salaries or other compensation, if any, of the Officers of the Company shall be fixed by the Board. (b) The Officers may consist of a Chief Executive Officer, a President, one or more Vice Presidents, a Chief Financial Officer, a General Counsel, a Secretary and such other Officers as the Board may elect or appoint from time to time. All Officers elected by the Board shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article VIII. The Board or Members representing a Majority Interest may from time to time elect such other Officers or appoint such agents as may be necessary or desirable for the conduct of the business of the Company. Such other Officers and agents shall have such authority and responsibilities and shall hold their offices for such terms as shall be determined from time to time by the Board. Unless otherwise determined and set forth by the Board and subject to the policies and procedures of the Company applicable to Officers and employees, each Officer shall have the powers, rights and obligations as are customarily held and exercised by other persons in similar positions in limited liability companies organized under the Delaware Act, subject to Section 2.1(c). The Officers shall hold office until their successors are chosen and qualified. Any Officer may be removed at any time, with or without cause, by the Board. The Officers may also be officers or employees of other Persons. The Officers, to the extent of their powers set forth provided in this Agreement or otherwise vested in them as may be prescribed by action the Board or Members representing a Majority Interest, as applicable. (c) The Board may also elect or appoint from among the Directors a person to act as Chairman of the Board not inconsistent with this Agreement(the “Chairman”), are agents of the Company for the purpose of the Company’s business and the actions of the Officers taken in accordance with such powers shall bind the Company. Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care as set forth in the Delaware Act. No Officer shall at any time serve as trustee in bankruptcy for any Affiliate of the Company. (b) Notwithstanding the foregoing, it shall be deemed not to be a breach of any duty (including any fiduciary duty) or any other obligation of any type whatsoever of any Manager or any officer or employee or any Affiliates of such Manager, officer or employee (other than any express obligation contained in any agreement to which such Person and the Company or any of its subsidiaries are parties) to engage in outside business interests and activities in preference to or to the exclusion of the Company or in direct competition with the Company; provided such Person does not engage in such business or activity as a result of or using confidential information provided by or on behalf of the Company to such Person; provided, further, that a Person who shall not be deemed to an Officer unless he or she has otherwise been elected or appointed as such. The Chairman and the Chief Executive Officer must be in direct competition with the Company solely because of such Person’s ownership, directly or indirectly, solely for investment purposes, of securities of any publicly traded entity if such Person does not, together with such Person’s Affiliates, collectively own 5% or more of any class or securities of such publicly traded entity, and such Person is not a director or officer (and does not hold an equivalent position) in such publicly traded entity. Neither the Board, not any officer or employee shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Company that may become available to Affiliates of such Person. None of any Member or any other Person shall have any rights by virtue of the Board’s or any officer’s or employee’s or any Affiliates of the Board, officer or employee duties as the Board or any Manager, officer or employee or this Agreement in any business ventures of the Administrator or any Manager or any officer or employee or any Affiliates of the Administrator or any such Manager, officer or employee.U.S.

Officers. (a) At any time, the The Board of Managers may from time to time appoint (and replace subsequently remove) individuals as officers or agents of the Company (“Officers”) with such titles as the Board may elect to act on behalf of the Company as “officers” or “agents” of the Company within the meaning of Section 18-407 of the Delaware Act to conduct the day-to-day management of the Company with such power and general or specific authority as the Board of Managers may delegate to such personsspecify. Such officers may include a Chief Executive Officer, a President, one or more Vice Presidents, a Chief Financial Officer, a Treasurer, one or more Assistant Treasurers, a Secretary and one or more Assistant Secretaries. Any number of offices may be held by the same person. (b) The Board of Managers may appoint, or empower the Chief Executive Officer or, in the absence of a Chief Executive Officer, the President, to appoint, such other officers and agents as the business of the Company may require. Officers Each of such officers and agents shall hold their offices office for such terms period, have such authority, and perform such duties as are provided in this Agreement or as the Board of Managers may from time to time determine. (c) Unless otherwise directed by the Board of Managers, the Chief Executive Officer or President or any other person authorized by the Board of Managers, the Chief Executive Officer or the President is authorized to vote, represent and exercise on behalf of the Company all rights incident to any and all shares of any other corporation or corporations standing in the name of the Company. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority. (d) Except as otherwise provided in this Agreement, the officers of the Company shall have such powers and duties in the management of the Company as may be determined designated from time to time by the Board. Unless otherwise determined and set forth by the Board and subject to the policies and procedures of the Company applicable to Officers and employees, each Officer shall have the powers, rights and obligations as are customarily held and exercised by other persons in similar positions in limited liability companies organized under the Delaware Act, subject to Section 2.1(c). The Officers shall hold office until their successors are chosen and qualified. Any Officer may be removed at any time, with or without cause, by the Board. The Officers may also be officers or employees of other Persons. The OfficersManagers and, to the extent not so provided, as generally pertain to their respective offices in the context of their powers set forth in this Agreement or otherwise vested in them by action a Delaware corporation, subject to the control of the Board not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and the actions of the Officers taken in accordance with such powers shall bind the Company. Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care as set forth in the Delaware Act. No Officer shall at any time serve as trustee in bankruptcy for any Affiliate of the CompanyManagers. (b) Notwithstanding the foregoing, it shall be deemed not to be a breach of any duty (including any fiduciary duty) or any other obligation of any type whatsoever of any Manager or any officer or employee or any Affiliates of such Manager, officer or employee (other than any express obligation contained in any agreement to which such Person and the Company or any of its subsidiaries are parties) to engage in outside business interests and activities in preference to or to the exclusion of the Company or in direct competition with the Company; provided such Person does not engage in such business or activity as a result of or using confidential information provided by or on behalf of the Company to such Person; provided, further, that a Person shall not be deemed to be in direct competition with the Company solely because of such Person’s ownership, directly or indirectly, solely for investment purposes, of securities of any publicly traded entity if such Person does not, together with such Person’s Affiliates, collectively own 5% or more of any class or securities of such publicly traded entity, and such Person is not a director or officer (and does not hold an equivalent position) in such publicly traded entity. Neither the Board, not any officer or employee shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Company that may become available to Affiliates of such Person. None of any Member or any other Person shall have any rights by virtue of the Board’s or any officer’s or employee’s or any Affiliates of the Board, officer or employee duties as the Board or any Manager, officer or employee or this Agreement in any business ventures of the Administrator or any Manager or any officer or employee or any Affiliates of the Administrator or any such Manager, officer or employee.

Officers. (a) At any time, the Board Manager may appoint and replace individuals as officers or agents of the Company (“Officers”) with such titles as the Board Manager may elect to act on behalf of the Company with such power and authority as the Board Manager may delegate to such persons. Any number of offices may be held by the same person. Officers shall hold their offices for such terms as shall be determined from time to time by the BoardManager. Unless otherwise determined and set forth by the Board Manager and subject to the policies and procedures of the Company applicable to Officers and employees, each Officer shall have the powers, rights and obligations as are customarily held and exercised by other persons in similar positions in limited liability companies organized under the Delaware Act, subject to Section 2.1(c). The Officers shall hold office until their successors are chosen and qualified. Any Officer may be removed at any time, with or without cause, by the BoardManager. The Officers may also be officers or employees of other Persons. The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Board Manager not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and the actions of the Officers taken in accordance with such powers shall bind the Company. Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care as set forth in the Delaware Act. No Officer shall at any time serve as trustee in bankruptcy for any Affiliate of the Company. (b) Notwithstanding the foregoing, it shall be deemed not to be a breach of any duty (including any fiduciary duty) or any other obligation of any type whatsoever of any the Manager or any officer or employee or any Affiliates of such Manager, officer or employee (other than any express obligation contained in any agreement to which such Person and the Company or any of its subsidiaries are parties) to engage in outside business interests and activities in preference to or to the exclusion of the Company or in direct competition with the Company; provided such Person does not engage in such business or activity as a result of or using confidential information provided by or on behalf of the Company to such Person; provided, further, that a Person shall not be deemed to be in direct competition with the Company solely because of such Person’s ownership, directly or indirectly, solely for investment purposes, of securities of any publicly traded entity if such Person does not, together with such Person’s Affiliates, collectively own 5% or more of any class or securities of such publicly traded entity, and such Person is not a director or officer (and does not hold an equivalent position) in such publicly traded entity. Neither the BoardManager, not any officer or employee shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Company that may become available to Affiliates of such Person. None of any Member or any other Person shall have any rights by virtue of the BoardManager’s or any officer’s or employee’s or any Affiliates of the Boardsuch Manager, officer or employee duties as the Board or any Manager, officer or employee or this Agreement in any business ventures of the Administrator or any Manager or any officer or employee or any Affiliates of the Administrator or any such Manager, officer or employee. (c) S▇▇▇▇ ▇▇▇▇ is hereby designated as the Chief Executive Officer and Secretary of the Company, to serve in such capacity until his earlier death, resignation or removal from office.

Officers. (a) At any time, the Board Manager may appoint and replace individuals as officers or agents of the Company (“Officers”) with such titles as the Board Manager may elect to act determine on behalf of the Company with such power and authority as the Board Manager may delegate to such persons. Any number of offices may be held by the same person. Officers shall hold their offices for such terms as shall be determined from time to time by the BoardManager. Unless otherwise determined and set forth by the Board Manager and subject to the policies and procedures of the Company applicable to Officers and employees, each Officer shall have the powers, rights and obligations as are customarily held and exercised by other persons in similar positions in limited liability companies organized under the Delaware Act, subject to Section 2.1(c). The Officers shall hold office until their successors are chosen and qualified. Any Officer may be removed at any time, with or without cause, by the BoardManager. The Officers may also be officers or employees of other Persons. The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Board Manager not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and the actions of the Officers taken in accordance with such powers shall bind the Company. Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care as set forth in the Delaware Act. No Officer shall at any time serve as trustee in bankruptcy for any Affiliate of the Company. (b) Notwithstanding the foregoing, it shall be deemed not to be a breach of any duty (including any fiduciary duty) or any other obligation of any type whatsoever of any the Manager or any officer or employee or any Affiliates of such Manager, officer or employee (other than any express obligation contained in any agreement to which such Person and the Company or any of its subsidiaries are parties) to engage in outside business interests and activities in preference to or to the exclusion of the Company or in direct competition with the Company; provided such Person does not engage in such business or activity as a result of or using confidential information provided by or on behalf of the Company to such Person; provided, further, that a Person shall not be deemed to be in direct competition with the Company solely because of such Person’s ownership, directly or indirectly, solely for investment purposes, of securities of any publicly traded entity if such Person does not, together with such Person’s Affiliates, collectively own 5% or more of any class or securities of such publicly traded entity, and such Person is not a director or officer (and does not hold an equivalent position) in such publicly traded entity. Neither the Board, not any officer or employee shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Company that may become available to Affiliates of such Person. None of any No Member or any other Person shall have any rights by virtue of the Board’s Manager or any officer’s or employee’s or any Affiliates of the BoardManager, officer or employee duties as the Board or any Manager, officer or employee or this Agreement in any business ventures of the Administrator or any Manager or any officer or employee or any Affiliates of the Administrator or any such Manager, officer or employee.

Officers. (a) At any time, the Board Manager may appoint and replace individuals as officers or agents of the Company (“Officers”) with such titles as the Board Manager may elect to act on behalf of the Company with such power and authority as the Board Manager may delegate to such persons. Any number of offices may be held by the same person. Officers shall hold their offices for such terms as shall be determined from time to time by the BoardManager. Unless otherwise determined and set forth by the Board Manager and subject to the policies and procedures of the Company applicable to Officers and employees, each Officer shall have the powers, rights and obligations as are customarily held and exercised by other persons in similar positions in limited liability companies organized under the Delaware Act, subject to Section 2.1(c). The Officers shall hold office until their successors are chosen and qualified. Any Officer may be removed at any time, with or without cause, by the BoardManager. The Officers may also be officers or employees of other Persons. The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Board Manager not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and the actions of the Officers taken in accordance with such powers shall bind the Company. Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care as set forth in the Delaware Act. No Officer shall at any time serve as trustee in bankruptcy for any Affiliate of the Company. (b) Notwithstanding the foregoing, it shall be deemed not to be a breach of any duty (including any fiduciary duty) or any other obligation of any type whatsoever of any the Manager or any officer or employee or any Affiliates of such Manager, officer or employee (other than any express obligation contained in any agreement to which such Person and the Company or any of its subsidiaries are parties) to engage in outside business interests and activities in preference to or to the exclusion of the Company or in direct competition with the Company; provided such Person does not engage in such business or activity as a result of or using confidential information provided by or on behalf of the Company to such Person; provided, further, that a Person shall not be deemed to be in direct competition with the Company solely because of such Person’s ownership, directly or indirectly, solely for investment purposes, of securities of any publicly traded entity if such Person does not, together with such Person’s Affiliates, collectively own 5% or more of any class or securities of such publicly traded entity, and such Person is not a director or officer (and does not hold an equivalent position) in such publicly traded entity. Neither the BoardManager, not any officer or employee shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Company that may become available to Affiliates of such Person. None of any Member or any other Person shall have any rights by virtue of the BoardManager’s or any officer’s or employee’s or any Affiliates of the Boardsuch Manager, officer or employee duties as the Board or any Manager, officer or employee or this Agreement in any business ventures of the Administrator or any Manager or any officer or employee or any Affiliates of the Administrator or any such Manager, officer or employee. (c) S▇▇▇▇ ▇▇▇▇ is hereby designated as the Chief Executive Officer and J▇▇▇ ▇▇▇▇▇▇▇▇▇ is designated the Secretary of the Company, each to serve in such capacity until his earlier death, resignation or removal from office.

Officers. (a) At any timeThe General Partner shall have the power and authority to appoint such officers with such titles, authority and duties as determined by the Board may appoint and replace individuals General Partner. Such Persons so designated by the General Partner shall be referred to as officers or agents of the Company (“Officers”) with such titles . The Officers shall have the titles, power, authority and duties as determined by the Board may elect to act on behalf General Partner. No Officer, in its capacity as such, shall be considered a general partner of the Company with such power Partnership by agreement, estoppel or as a result of the performance of its duties hereunder or otherwise. (a) Each Officer shall hold office until his or her successor is elected and authority as the Board may delegate to such personsqualified or until his or her earlier death, disability, resignation or removal. Any number of offices may be held by the same person. Officers shall hold their offices for such terms as shall be determined from time to time by the Board. Unless otherwise determined and set forth by the Board and subject to the policies and procedures of the Company applicable to Officers and employees, each Officer shall have the powers, rights and obligations as are customarily held and exercised by other persons in similar positions in limited liability companies organized under the Delaware Act, subject to Section 2.1(c). The Officers shall hold office until their successors are chosen and qualified. Any Officer may be removed at any time, with or without cause, by the Board. The Officers may also be officers or employees of other Persons. The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Board not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and the actions of the Officers taken in accordance with such powers shall bind the Company. Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care as set forth in the Delaware Act. No Officer shall at any time serve as trustee in bankruptcy for any Affiliate of the CompanyPerson. (b) Notwithstanding Any Officer may resign at any time upon written notice to the foregoingPartnership. Any Officer, it agent or employee of the Partnership may be removed by the General Partner with or without cause at any time. The General Partner may delegate the power of removal as to Officers, agents and employees who have not been appointed by the General Partner. Such removal shall be deemed not without prejudice to be a breach Person’s contract rights, if any, but the appointment of any duty Person as an Officer, agent or employee of the Partnership shall not of itself create contract rights. (including c) The General Partner may from time to time delegate the powers or duties of any fiduciary dutyOfficer to any other Officers or agents, notwithstanding any provision hereof. (d) Unless otherwise directed by the General Partner, subject to the terms of this Agreement, the Chief Executive Officer or any other obligation of any type whatsoever of any Manager or any officer or employee or any Affiliates of such Manager, officer or employee (other than any express obligation contained in any agreement to which such Person and the Company or any of its subsidiaries are parties) to engage in outside business interests and activities in preference to or to the exclusion Officer of the Company or in direct competition with the Company; provided such Person does not engage in such business or activity as a result of or using confidential information provided by or Partnership shall have power to vote and otherwise act on behalf of the Company Partnership, in person or by proxy, at any meeting of Partners of or with respect to any action of equity holders of any other entity in which the Partnership may hold securities and otherwise to exercise any and all rights and powers which the Partnership may possess by reason of its ownership of securities in such Person; providedother entities. (e) Except as otherwise expressly provided in this Agreement or required by the Act, further(i) the duties and obligations owed to the Partnership by the Officers and the General Partner shall be the duty of care and duty of loyalty owed to a corporation organized under the DGCL by its officers and directors, that respectively, and (ii) the duty of care and duty of loyalty owed to the Partners by the Officers and General Partner shall be the same as the duty of care and duty of loyalty owed to the stockholders of a Person corporation under the DGCL by its officers and directors, respectively. (f) The General Partner shall not be deemed have the right to be in direct competition with exercise any of the Company solely because powers granted to it by this Agreement and perform any of such Person’s ownership, the duties imposed upon it hereunder either directly or indirectly, solely for investment purposes, of securities of any publicly traded entity if such Person does not, together with such Person’s Affiliates, collectively own 5% by or more of any class or securities of such publicly traded entity, and such Person is not a director or officer (and does not hold an equivalent position) in such publicly traded entity. Neither through the Board, not any officer or employee shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Company that may become available to Affiliates of such Person. None of any Member or any other Person shall have any rights by virtue of the Board’s or any officer’s or employee’s or any Affiliates of the Board, officer or employee duties as the Board or any Manager, officer or employee or this Agreement in any business ventures of the Administrator or any Manager or any officer or employee or any Affiliates of the Administrator or any such Manager, officer or employeeduly authorized Officers.

Officers. (a) At any timeThe Managing Member may, the Board may but need not, appoint and replace individuals as one or more officers or agents of the Company (“Officers”) with which may include, but shall not be limited to, chief executive officer, chief operating officer, president, one or more executive vice presidents or vice presidents, secretary, treasurer or chief financial officer, and such titles other officers as deemed necessary or appropriate by the Board Managing Member. The Managing Member may elect delegate its day-to-day management responsibilities to act any such officers, to the extent permitted by Law and subject to Section 6.1, and such officers shall have the authority to contract for, negotiate on behalf of and otherwise represent the interests of the Company with as and to the extent authorized in writing by the Managing Member. Each officer shall perform such power duties and authority have such powers as the Board may delegate to such persons. Any number of offices may be held by the same person. Officers Managing Member shall hold their offices for such terms as shall be determined designate from time to time by the Boardtime. Unless otherwise determined and set forth by the Board and subject to the policies and procedures of the Company applicable to Officers and employees, each Officer shall have the powers, rights and obligations as are customarily held and exercised by other persons in similar positions in limited liability companies organized under the Delaware Act, subject to Section 2.1(c). The Officers Each officer shall hold office at the pleasure of the Managing Member and until their successors are chosen his or her successor shall have been duly appointed and qualified, or until he or she shall resign or shall have been removed in the manner provided herein. Any Officer individual may hold any number of offices. No officer need be a Member or a resident of the State of Delaware. Any officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein or, if no time be specified, at the time of its receipt by the Managing Member. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. Any officer may be removed at any timeas such, either with or without cause, at any time by the BoardManaging Member. The Officers may also be officers or employees Upon the execution and delivery of other Persons. The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Board not inconsistent with this Agreement, are agents the officers of the Company for the purpose shall consist of the Company’s business and the actions of the Officers taken in accordance with such powers shall bind the Company. Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care as individuals set forth in on the Delaware Act. No Officer shall at any time serve as trustee in bankruptcy for any Affiliate of the CompanyInitial Managers Members Schedule. (b) Notwithstanding the foregoing, it shall be deemed not to be a breach of any duty (including any fiduciary duty) or any other obligation of any type whatsoever of any Manager or any officer or employee or any Affiliates of such Manager, officer or employee (other than any express obligation contained in any agreement to which such Person and the Company or any of its subsidiaries are parties) to engage in outside business interests and activities in preference to or to the exclusion of the Company or in direct competition with the Company; provided such Person does not engage in such business or activity as a result of or using confidential information provided by or on behalf of the Company to such Person; provided, further, that a Person shall not be deemed to be in direct competition with the Company solely because of such Person’s ownership, directly or indirectly, solely for investment purposes, of securities of any publicly traded entity if such Person does not, together with such Person’s Affiliates, collectively own 5% or more of any class or securities of such publicly traded entity, and such Person is not a director or officer (and does not hold an equivalent position) in such publicly traded entity. Neither the Board, not any officer or employee shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Company that may become available to Affiliates of such Person. None of any Member or any other Person shall have any rights by virtue of the Board’s or any officer’s or employee’s or any Affiliates of the Board, officer or employee duties as the Board or any Manager, officer or employee or this Agreement in any business ventures of the Administrator or any Manager or any officer or employee or any Affiliates of the Administrator or any such Manager, officer or employee.

Officers. (a) At any time, the Board The Member may appoint and replace individuals as one or more officers or agents of the Company (each, an “OfficersOfficer”) with such titles as the Board may elect to act on behalf of the Company with such power and authority as the Board may delegate to such persons). Any number of Two or more offices may be held by the same person. Officers Each such Officer shall hold their offices for such terms as shall be determined from time have delegated to time by him or her the Board. Unless otherwise determined authority and set forth by the Board power to execute and subject to the policies and procedures deliver on behalf of the Company applicable (and to Officers cause the Company to perform) any and employeesall such contracts, each certificates, agreements, instruments and other documents, and to take any such action, as the Member deems necessary or appropriate, all as may be set forth in a written delegation of authority executed by the Member; provided, however, that without consent of the Member (which the Member shall only provide after obtaining consent from the board of directors of OMP GP), no Officer shall have may take any action on behalf of the powers, rights and obligations as are customarily held and exercised by other persons in similar positions in limited liability companies organized under Company that the Delaware Act, subject to Section 2.1(c)Member could not take on the Member’s own behalf without consent of OMP GP. The Officers shall hold office until their successors are chosen serve at the pleasure of the Member, and qualified. the Member may remove any person as an Officer, appoint additional persons as Officers and add or remove from the delegation of authority of an Officer as the Member deems necessary or desirable. (b) Any Officer may be removed resign at any timetime by giving written notice of such resignation to the Member. Unless otherwise specified in such written notice, with or without cause, such resignation shall take effect upon receipt thereof by the BoardMember and the acceptance of such resignation shall not be necessary to make it effective. The Officers Any Person dealing with the Company may also conclusively presume that an Officer specified in such a written delegation of authority (including this Agreement) who executes a contract, certificate, agreement, instrument or other document on behalf of the Company has the full power and authority to do so and each such document shall, for all purposes, be officers or employees of other Personsduly authorized, executed and delivered by the Company upon execution and delivery by such Officer. The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Board Member not inconsistent with this Agreement, are agents of the Company for the purpose of conducting the business and affairs of the Company’s business , and the actions of the Officers any Officer taken in accordance with such powers shall bind the Company. Except to the extent otherwise provided herein, each Company and any third party dealing with such Officer shall have a fiduciary duty be entitled to rely conclusively (without making inquiry of loyalty and care any kind) on any actions so taken as set forth in the Delaware Act. No Officer shall at any time serve as trustee in bankruptcy for any Affiliate of being properly authorized by the Company. (b) Notwithstanding the foregoing, it shall be deemed not to be a breach of any duty (including any fiduciary duty) or any other obligation of any type whatsoever of any Manager or any officer or employee or any Affiliates of such Manager, officer or employee (other than any express obligation contained in any agreement to which such Person and the Company or any of its subsidiaries are parties) to engage in outside business interests and activities in preference to or to the exclusion of the Company or in direct competition with the Company; provided such Person does not engage in such business or activity as a result of or using confidential information provided by or on behalf of the Company to such Person; provided, further, that a Person shall not be deemed to be in direct competition with the Company solely because of such Person’s ownership, directly or indirectly, solely for investment purposes, of securities of any publicly traded entity if such Person does not, together with such Person’s Affiliates, collectively own 5% or more of any class or securities of such publicly traded entity, and such Person is not a director or officer (and does not hold an equivalent position) in such publicly traded entity. Neither the Board, not any officer or employee shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Company that may become available to Affiliates of such Person. None of any Member or any other Person shall have any rights by virtue of the Board’s or any officer’s or employee’s or any Affiliates of the Board, officer or employee duties as the Board or any Manager, officer or employee or this Agreement in any business ventures of the Administrator or any Manager or any officer or employee or any Affiliates of the Administrator or any such Manager, officer or employee.

Officers. (ai) At any time, the Board The Sole Member may appoint and replace individuals as one or more officers or agents of the Company (each, an “OfficersOfficer”) with such titles as the Board may elect to act on behalf of the Company with such power and authority as the Board may delegate to such persons). Any number of two or more offices may be held by the same person. Officers Each such Officer shall hold their offices for such terms as shall be determined from time have delegated to time by him or her the Board. Unless otherwise determined authority and set forth by the Board power to execute and subject to the policies and procedures deliver on behalf of the Company applicable (and to Officers cause the Company to perform) any and employeesall such contracts, each Officer shall have certificates, agreements, instruments and other documents, and to take any such action, as the powersSole Member deems necessary or appropriate, rights and obligations all as are customarily held and exercised may be set forth in a written delegation of authority executed by other persons in similar positions in limited liability companies organized under the Delaware Act, subject to Section 2.1(c)Sole Member. The Officers shall hold office until their successors are chosen serve at the pleasure of the Sole Member, and qualified. the Sole Member may remove any person as an Officer, appoint additional persons as Officers and add or remove from the delegation of authority of an Officer as the Sole Member deems necessary or desirable. (ii) Any Officer may be removed resign at any timetime by giving written notice of such resignation to the Sole Member. Unless otherwise specified in such written notice, with or without cause, such resignation shall take effect upon receipt thereof by the BoardSole Member and the acceptance of such resignation shall not be necessary to make it effective. The Officers Any Person dealing with the Company may also conclusively presume that an Officer specified in such a written delegation of authority who executes a contract, certificate, agreement, instrument or other document on behalf of the Company has the full power and authority to do so and each such document shall, for all purposes, be officers or employees of other Personsduly authorized, executed and delivered by the Company upon execution and delivery by such Officer. The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Board Sole Member not inconsistent with this Agreement, are agents of the Company for the purpose of conducting the business and affairs of the Company’s business , and the actions of the Officers any Officer taken in accordance with such powers shall bind the Company. Except to the extent otherwise provided herein, each Company and any third party dealing with such Officer shall have a fiduciary duty be entitled to rely conclusively (without making inquiry of loyalty and care any kind) on any actions so taken as set forth in the Delaware Act. No Officer shall at any time serve as trustee in bankruptcy for any Affiliate of being properly authorized by the Company. (b) Notwithstanding the foregoing, it shall be deemed not to be a breach of any duty (including any fiduciary duty) or any other obligation of any type whatsoever of any Manager or any officer or employee or any Affiliates of such Manager, officer or employee (other than any express obligation contained in any agreement to which such Person and the Company or any of its subsidiaries are parties) to engage in outside business interests and activities in preference to or to the exclusion of the Company or in direct competition with the Company; provided such Person does not engage in such business or activity as a result of or using confidential information provided by or on behalf of the Company to such Person; provided, further, that a Person shall not be deemed to be in direct competition with the Company solely because of such Person’s ownership, directly or indirectly, solely for investment purposes, of securities of any publicly traded entity if such Person does not, together with such Person’s Affiliates, collectively own 5% or more of any class or securities of such publicly traded entity, and such Person is not a director or officer (and does not hold an equivalent position) in such publicly traded entity. Neither the Board, not any officer or employee shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Company that may become available to Affiliates of such Person. None of any Member or any other Person shall have any rights by virtue of the Board’s or any officer’s or employee’s or any Affiliates of the Board, officer or employee duties as the Board or any Manager, officer or employee or this Agreement in any business ventures of the Administrator or any Manager or any officer or employee or any Affiliates of the Administrator or any such Manager, officer or employee.

Officers. (a) At any time, the The Board may appoint individuals to act as agents or officers (each an “Officer” and replace individuals as officers or agents of collectively, the Company (“Officers”) of the LLC with such titles as the Board may elect to act on behalf of the Company with such power and authority as shall be delegated to such persons by the Board may delegate from time to time. The initial Officers of the LLC and their respective offices and titles shall be the same as the officers and their respective offices and titles at ILG, Inc. immediately prior to the conversion of ILG, Inc. conversion into the LLC. (b) Subject to the provisions of this Agreement, the Officers shall have such persons. Any number of offices rights, powers, authority and responsibilities, general or specific, as may be held by the same person. Officers shall hold their offices for such terms expressly delegated to them pursuant to this Agreement or as shall be determined from time to time by the Board. Unless otherwise determined and set forth by the Board and Officers shall be subject to the policies and procedures of the Company applicable to Officers and employees, each Officer shall have the powers, rights and obligations as are customarily held and exercised by other persons in similar positions in limited liability companies organized under the Delaware Act, subject to Section 2.1(c). The Officers shall hold office until their successors are chosen and qualified. Any Officer may be removed at any time, removal with or without cause, cause at any time by the Board. (c) Upon authorization by the Board, any Officer, acting individually, on behalf of the LLC, is authorized to execute and deliver, any and all agreements, deeds, instruments, receipts, certificates and other documents, and to take all such other action as it may consider necessary or advisable in connection with the purposes of the LLC or the management of any entity for which the LLC serves as general partner, member, manager or other officer, without any vote or consent of any other person or entity, notwithstanding any other provision of this Agreement. The Board confirms that all determinations, decisions and actions made or taken by any of the Officers may also in accordance with this Agreement (including, for the avoidance of doubt, the first sentence of this Section 8(c)) shall be officers or employees conclusive and absolutely binding upon the LLC and the Board, and their respective successors, assigns and personal representatives. (d) Persons dealing with the LLC are entitled to rely conclusively upon the power and authority of other Personsthe Officers as set forth in this Agreement. The OfficersA certificate of any Officer certifying that such individual is an Officer, to the extent of their powers set forth in this Agreement or otherwise vested in them such individual was appointed by action of the Board not inconsistent with pursuant to this Agreement, are agents of shall be conclusive evidence that such individual is an Officer, and such individual’s actions as an Officer, to the Company for the purpose of the Company’s business and the actions of the Officers extent taken in accordance with such powers shall bind the Company. Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care as set forth in the Delaware Act. No Officer shall at any time serve as trustee in bankruptcy for any Affiliate of the Company. (b) Notwithstanding the foregoing, it shall be deemed not to be a breach of any duty (including any fiduciary duty) or any other obligation of any type whatsoever of any Manager or any officer or employee or any Affiliates of such Manager, officer or employee (other than any express obligation contained in any agreement to which such Person this Agreement and the Company or any delegation of its subsidiaries are parties) to engage in outside business interests and activities in preference to or to the exclusion of the Company or in direct competition with the Company; provided such Person does not engage in such business or activity as a result of or using confidential information provided by or on behalf of the Company authority to such Person; provided, further, that a Person shall not be deemed to be in direct competition with the Company solely because of such Person’s ownership, directly or indirectly, solely for investment purposes, of securities of any publicly traded entity if such Person does not, together with such Person’s Affiliates, collectively own 5% or more of any class or securities of such publicly traded entity, and such Person is not a director or officer (and does not hold an equivalent position) in such publicly traded entity. Neither individual by the Board, not any officer or employee shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to be authorized and binding on the Company that may become available to Affiliates of such Person. None of any Member or any other Person shall have any rights by virtue of the Board’s or any officer’s or employee’s or any Affiliates of the Board, officer or employee duties as the Board or any Manager, officer or employee or this Agreement in any business ventures of the Administrator or any Manager or any officer or employee or any Affiliates of the Administrator or any such Manager, officer or employeeLLC.

Officers. (a) At any timeThe Managing Member may, the Board may appoint from time to time as it deems appropriate, select natural persons and replace individuals designate them as officers or agents of the Company (the “Officers”) and assign titles (including, without limitation, President, Vice President, Treasurer, Assistant Treasurer, and Secretary) to any such person. Unless the Managing Member decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Except as otherwise expressly provided in this Agreement, the Managing Member shall have complete and exclusive discretion to manage and control the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to take all such titles actions as it deems necessary, appropriate, proper, advisable, incidental or convenient to or for the Board may elect furtherance of the purposes of the Company. The powers of the Managing Member and each of the Officers shall include, without limitation, the authority (i) to act negotiate, complete, execute, acknowledge, deliver and perform any and all agreements, deeds, instruments, receipts, certificates and other documents on behalf of the Company, and (ii) to take all such other actions on behalf of the Company with such power and authority as the Board Managing Member may delegate consider necessary or advisable in connection with the management of the Company. Subject to such personsthe last sentence of Section 2.2, all determinations, decisions and actions made or taken by the Managing Member, or any of the Officers, in accordance with this Agreement shall be conclusive and absolutely binding upon the Company. Any number of offices delegation pursuant to this Section 2.4(a) may be held by the same person. Officers shall hold their offices for such terms as shall be determined from time to revoked at any time by the BoardManaging Member. Unless otherwise determined and set forth by the Board and subject to the policies and procedures of the Company applicable to Officers and employees, each Officer shall have the powers, rights and obligations as are customarily held and exercised by other persons in similar positions in limited liability companies organized under the Delaware Act, subject to Section 2.1(c). The Officers shall hold office until their successors are chosen and qualified. Any An Officer may be removed at any time, with or without causecause by the Managing Member. No Officer, by virtue of being such, shall be a “manager” within the Board. The Officers may also be officers or employees meaning of other Persons. The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Board not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and the actions of the Officers taken in accordance with such powers shall bind the Company. Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care as set forth in the Delaware Act. No Officer The Managing Member and the Officers shall at not be liable to the Company or any time serve as trustee in bankruptcy Member for any Affiliate of the Company. (b) Notwithstanding the foregoing, it shall be deemed not to be a breach of any duty (including fiduciary duties) if they relied in good faith on the provisions on this Agreement. Whenever in this Agreement the Managing Member or any Officer is permitted or required to make a decision in its discretion or under a grant of similar authority or latitude, the Managing Member or such Officer shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall, to the maximum extent permitted by applicable law, have no duty (including fiduciary dutyduties) or obligation to give any other obligation consideration to any interest of or factors affecting any type whatsoever of any Manager or any officer or employee or any Affiliates of such ManagerMember, officer or employee (other than any express obligation contained in any agreement to which such Person and the Company or any other Person. The parties hereto hereby acknowledge and agree that the provisions of this Agreement, including the provisions of this Section 2.4(a), to the extent they restrict or eliminate the duties (including fiduciary duties) and liabilities relating thereto otherwise existing at law or in equity, replace completely and absolutely such other duties (including fiduciary duties) and liabilities relating thereto and further acknowledge and agree that the provisions of this Section 2.4(a) are fundamental elements to the agreement of the parties hereto to enter into this Agreement and without such provisions the parties hereto would not have entered into this Agreement. (b) Each Officer shall hold office until his or her successor shall be duly designated and qualified or until his or her death or until he or she shall resign or shall have been removed from the Company. (c) Any Officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time is specified, at the time of its subsidiaries are parties) to engage in outside business interests and activities in preference to or to receipt by the exclusion Managing Member. The acceptance of the Company or in direct competition with the Company; provided such Person does not engage in such business or activity as a result of or using confidential information provided by or on behalf of the Company to such Person; provided, further, that a Person resignation shall not be deemed necessary to be make it effective, unless expressly so provided in direct competition with the Company solely because of such Person’s ownership, directly or indirectly, solely for investment purposes, of securities of any publicly traded entity if such Person does not, together with such Person’s Affiliates, collectively own 5% or more of any class or securities of such publicly traded entity, and such Person is not a director or officer (and does not hold an equivalent position) in such publicly traded entity. Neither the Board, not any officer or employee shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Company that may become available to Affiliates of such Person. None of any Member or any other Person shall have any rights by virtue of the Board’s or any officer’s or employee’s or any Affiliates of the Board, officer or employee duties as the Board or any Manager, officer or employee or this Agreement in any business ventures of the Administrator or any Manager or any officer or employee or any Affiliates of the Administrator or any such Manager, officer or employeeresignation.

Officers. (a) At any timeThe Board, the Board in its discretion, may appoint and replace individuals such officers as officers or agents the business of the Company (“Officers”) may require with such titles titles, powers and duties as the Board may elect determines from time to act on behalf of the Company with such power and authority as the time. The Board may delegate to any officer of the Company the power to appoint such personsother officers and to prescribe their respective duties and powers. (b) Each officer of the Company shall hold office until such officer’s successor is elected and qualified, or until such officer’s earlier death, disability, resignation or removal. Any number of offices may be held by the same personPerson. Officers shall hold their offices for such terms as shall The officers of the Company need not be determined from Members. (c) Any officer may resign at any time upon written notice to time by the BoardCompany. Unless otherwise determined and set forth Any officer, agent or employee of the Company may be removed by the Board and subject to the policies and procedures with or without cause at any time. Any vacancy occurring in any office of the Company applicable to Officers and employees, each Officer shall have the powers, rights and obligations as are customarily held and exercised by other persons in similar positions in limited liability companies organized under the Delaware Act, subject to Section 2.1(c). The Officers shall hold office until their successors are chosen and qualified. Any Officer may be removed at any time, with or without cause, filled by the Board. The Officers Board may also delegate the power of removal as to officers, agents and employees who have not been appointed by the Board. Such removal shall be officers without prejudice to a Person’s contract rights, if any, but the appointment of any Person as an officer, agent or employees of other Persons. The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Board not inconsistent with this Agreement, are agents employee of the Company for the purpose shall not of the Company’s business and the actions of the Officers taken in accordance with such powers shall bind the Company. Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care as set forth in the Delaware Act. No Officer shall at any time serve as trustee in bankruptcy for any Affiliate of the Companyitself create contract rights. (bd) Notwithstanding Whenever an officer is absent, or whenever for any reason the foregoingBoard deems it advisable, it shall be deemed not to be a breach the Board may delegate the powers and duties of any duty (including officer to any fiduciary duty) other officer, any Director, the Manager or any other obligation of any type whatsoever of any Manager Person it determines advisable, in its sole discretion. (e) Unless otherwise directed by the Board, the Chairman, the Chief Executive Officer or any other officer or employee or any Affiliates of such Manager, officer or employee (other than any express obligation contained in any agreement to which such Person and the Company or any of its subsidiaries are parties) to engage in outside business interests and activities in preference to or to the exclusion of the Company or in direct competition with the Company; provided such Person does not engage in such business or activity as a result of or using confidential information provided by or shall have power to vote and otherwise act on behalf of the Company Company, in person or by proxy, at any meeting of Members of or with respect to such Person; provided, further, that a Person shall not be deemed to be any action of equityholders of any other entity in direct competition with which the Company solely because may hold securities and otherwise to exercise any and all rights and powers which the Company may possess by reason of such Person’s ownership, directly or indirectly, solely for investment purposes, its ownership of securities of any publicly traded entity if such Person does not, together with such Person’s Affiliates, collectively own 5% or more of any class or securities of such publicly traded entity, and such Person is not a director or officer (and does not hold an equivalent position) in such publicly traded entity. Neither the Board, not any officer or employee shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Company that may become available to Affiliates of such Person. None of any Member or any other Person shall have any rights by virtue of the Board’s or any officer’s or employee’s or any Affiliates of the Board, officer or employee duties as the Board or any Manager, officer or employee or this Agreement in any business ventures of the Administrator or any Manager or any officer or employee or any Affiliates of the Administrator or any such Manager, officer or employeeentities.

Officers. (a) At any timeSubject to Section 5.2(d), the Board Managing Member may from time to time appoint and replace individuals as officers or agents of the Company (together with the officers of any Subsidiary of the Company, “Officers”) with who shall exercise such titles powers and perform such duties as shall be delegated from time to time by the Board may elect to act on behalf of the Company with such power and authority as the Board may delegate to such personsManaging Member. Any number of offices may be held by the same person. The initial Officers shall hold their offices for such terms as shall be determined from time to time by the Board. Unless otherwise determined and set forth by the Board and subject to the policies and procedures of the Company applicable to Officers and employees, each Officer shall have the powers, rights and obligations as are customarily held and exercised by other persons in similar positions in limited liability companies organized under the Delaware Act, subject to Section 2.1(c). The Officers shall hold office until their successors are chosen and qualified. listed on EXHIBIT B. Any Officer may be removed at any time, with or without cause, by the BoardManaging Member. The Managing Member shall provide prompt notice of any change to the Officers may also be officers or employees of other Persons. the Company to the Members. (b) The Officers, to the extent of their the powers set forth in this Agreement or otherwise vested in delegated to them by action of the Board not inconsistent with this AgreementManaging Member, are agents of the Company for the purpose of the Company’s business business, and the actions of the Officers taken in accordance with such powers shall bind the Company. Except Notwithstanding anything to the extent otherwise provided hereincontrary in this Agreement, each no Officer shall be authorized to take any action that constitutes a Major Decision unless such Major Decision has been approved by the Major Decision Committee in accordance with Section 5.3. (c) Each Officer shall have a fiduciary duty duties of loyalty and care as set forth in equivalent to any such duties which would apply to officers of business corporations organized under the Delaware Act. No Officer shall at any time serve as trustee in bankruptcy for any Affiliate General Corporation Law of the CompanyState of Delaware. (bd) Notwithstanding anything to the foregoingcontrary in this Agreement, it shall be deemed not to be a breach the Members agree that the appointment of any duty (including any fiduciary duty) or any other obligation of any type whatsoever of any Manager or any president, chief executive officer or employee or any Affiliates of such Manager, officer or employee (other than any express obligation contained in any agreement to which such Person and equivalent position at the Company or any by the Managing Member shall constitute a Major Decision under this Agreement for purposes of its subsidiaries are parties) to engage in outside business interests and activities in preference to or to the exclusion of the Company or in direct competition with the Company; provided such Person does not engage in such business or activity as a result of or using confidential information provided by or on behalf of the Company to such PersonSection 5.3; provided, furtherhowever, that a Person the members of the Major Decision Committee appointed by the NSAM Member shall not be deemed to be in direct competition with the Company solely because of such Person’s ownership, directly or indirectly, solely for investment purposes, of securities withhold their approval of any publicly traded entity if such Person does not, together with such Person’s Affiliates, collectively own 5% or more on the basis of any class or securities of such publicly traded entity, and the compensation that the Managing Member proposes be paid to such Person is not a director or officer (and in the year of hire, provided that such compensation does not hold an equivalent position) in such publicly traded entity. Neither exceed the Board, not any officer or employee shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Company that may become available to Affiliates of such Person. None of any Member or any other Person shall have any rights by virtue of the Board’s or any officer’s or employee’s or any Affiliates of the Board, officer or employee duties as the Board or any Manager, officer or employee or this Agreement in any business ventures of the Administrator or any Manager or any officer or employee or any Affiliates of the Administrator or any such Manager, officer or employeeCompensation Cap.

Officers. (a) At The Board shall have the authority to appoint, determine the compensation of, and terminate employees or officers of the Company or any timeSubsidiary, and the Board shall have the authority to delegate and revoke such powers and duties exercisable by the Board to the employees and officers of the Company or any Subsidiary (in each case, subject to the terms of any employment agreement between the Company or any Subsidiary, on the one hand, and such employee or officer, on the other hand). Each employee or officer of the Company or any Subsidiary shall hold office at the pleasure of the Board for the term for which he or she is appointed and until his or her successor has been appointed and qualified (in each case, subject to the terms of any employment agreement (if any) between the Company or any Subsidiary, on the one hand, and such employee or officer, on the other hand). Any individual may appoint hold any number of offices, and replace individuals as employees and officers or and agents of the Company or any Subsidiary need not be Members. (“Officers”) with Any such titles as action by the Board with respect to employees or officers of any Subsidiary may elect be (but for purposes of this Agreement is not required to act on behalf be) confirmed by action of the board of directors, managers, or similar governing body of such Subsidiary.) (b) Subject to Section 8.7, officer(s) appointed by the Board shall be responsible for the implementation of actions taken and matters adopted by the Board and for conducting the ordinary and usual business affairs of the Company with including exercising day-to-day authority to operate the business and affairs of the Company and taking such power and authority as actions required in the Board may delegate to such persons. Any number Ordinary Course of offices may be held by Business of the same person. Officers shall hold their offices for such terms as shall be determined from time to time by the BoardCompany. Unless otherwise determined and set forth by the Board and subject to the policies and procedures other provisions of this Agreement, officers of the Company applicable to Officers and employees, each Officer shall have such authority and perform such duties in the powers, rights and obligations as are customarily held and exercised by other persons in similar positions in limited liability companies organized under the Delaware Act, subject to Section 2.1(c). The Officers shall hold office until their successors are chosen and qualified. Any Officer may be removed at any time, with or without cause, by the Board. The Officers may also be officers or employees of other Persons. The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Board not inconsistent with this Agreement, are agents management of the Company for as would customarily apply to an individual holding the purpose of the Company’s business and the actions of the Officers taken comparable office in accordance with such powers shall bind the Company. Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care as set forth in the Delaware Act. No Officer shall at any time serve as trustee in bankruptcy for any Affiliate of the Companycorporation. (b) Notwithstanding the foregoing, it shall be deemed not to be a breach of any duty (including any fiduciary duty) or any other obligation of any type whatsoever of any Manager or any officer or employee or any Affiliates of such Manager, officer or employee (other than any express obligation contained in any agreement to which such Person and the Company or any of its subsidiaries are parties) to engage in outside business interests and activities in preference to or to the exclusion of the Company or in direct competition with the Company; provided such Person does not engage in such business or activity as a result of or using confidential information provided by or on behalf of the Company to such Person; provided, further, that a Person shall not be deemed to be in direct competition with the Company solely because of such Person’s ownership, directly or indirectly, solely for investment purposes, of securities of any publicly traded entity if such Person does not, together with such Person’s Affiliates, collectively own 5% or more of any class or securities of such publicly traded entity, and such Person is not a director or officer (and does not hold an equivalent position) in such publicly traded entity. Neither the Board, not any officer or employee shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Company that may become available to Affiliates of such Person. None of any Member or any other Person shall have any rights by virtue of the Board’s or any officer’s or employee’s or any Affiliates of the Board, officer or employee duties as the Board or any Manager, officer or employee or this Agreement in any business ventures of the Administrator or any Manager or any officer or employee or any Affiliates of the Administrator or any such Manager, officer or employee.

Officers. (a) At any time, the Board may appoint and replace individuals as officers or agents of the Company (“Officers”) with such titles as the Board may elect to act on behalf of the Company with such power and authority as the Board may delegate to such persons. Any number of offices may be held by the same person. Officers shall hold their offices for such terms as shall be determined from time to time by the BoardBoard . Unless otherwise determined and set forth by the Board and subject to the policies and procedures of the Company applicable to Officers and employees, each Officer shall have the powers, rights and obligations as are customarily held and exercised by other persons in similar positions in limited liability companies organized under the Delaware Act, subject to Section 2.1(c). The Officers shall hold office until their successors are chosen and qualified. Any Officer may be removed at any time, with or without cause, by the BoardBoard . The Officers may also be officers or employees of other Persons. The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Board not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and the actions of the Officers taken in accordance with such powers shall bind the Company. Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care as set forth in the Delaware Act. No Officer shall at any time serve as trustee in bankruptcy for any Affiliate of the Company. (b) Notwithstanding the foregoing, it shall be deemed not to be a breach of any duty (including any fiduciary duty) or any other obligation of any type whatsoever of any Manager or any Manager, officer or employee or any Affiliates of such Manager, officer or employee (other than any express obligation contained in any agreement to which such Person and the Company or any of its subsidiaries are parties) to engage in outside business interests and activities in preference to or to the exclusion of the Company or in direct competition with the Company; provided such Person does not engage in such business or activity as a result of or using confidential information provided by or on behalf of the Company to such Person; provided, further, that a Person shall not be deemed to be in direct competition with the Company solely because of such Person’s ownership, directly or indirectly, solely for investment purposes, of securities of any publicly traded entity if such Person does not, together with such Person’s Affiliates, collectively own 5% or more of any class or securities of such publicly traded entity, and such Person is not a director or officer (and does not hold an equivalent position) in such publicly traded entity. Neither the Board, not any officer or employee shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Company that may become available to Affiliates of such Person. None of any Member or any other Person shall have any rights by virtue of the BoardManager’s or any officer’s or employee’s or any Affiliates of the Boardsuch Manager, officer or employee duties as the Board or any Manager, officer or employee or this Agreement in any business ventures of the Administrator or any Manager or any officer or employee or any Affiliates of the Administrator or any such Manager, officer or employee. (c) S▇▇▇▇ ▇▇▇▇ is hereby designated as the Chief Executive Officer and J▇▇▇ ▇▇▇▇▇▇▇▇▇ is designated the Secretary , General Counsel, and Interim Chief Financial Officer of the Company, each to serve in such capacity until his earlier death, resignation or removal from office.

Officers. (a) At any timeThe Board, the Board in its discretion, may appoint and replace individuals such officers as officers or agents the business of the Company (“Officers”) may require with such titles titles, powers and duties as the Board may elect determines from time to act on behalf of the Company with such power and authority as the time. The Board may delegate to any officer of the Company the power to appoint such personsother officers and to prescribe their respective duties and powers. (b) Each officer of the Company shall hold office until such officer’s successor is elected and qualified, or until such officer’s earlier death, disability, resignation or removal. Any number of offices may be held by the same personPerson. Officers shall hold their offices for such terms as shall The officers of the Company need not be determined from Members. (c) Any officer may resign at any time upon written notice to time by the BoardCompany. Unless otherwise determined and set forth Any officer, agent or employee of the Company may be removed by the Board and subject to the policies and procedures with or without cause at any time. Any vacancy occurring in any office of the Company applicable to Officers and employees, each Officer shall have the powers, rights and obligations as are customarily held and exercised by other persons in similar positions in limited liability companies organized under the Delaware Act, subject to Section 2.1(c). The Officers shall hold office until their successors are chosen and qualified. Any Officer may be removed at any time, with or without cause, filled by the Board. The Officers Board may also delegate the power of removal as to officers, agents and employees who have not been appointed by the Board. Such removal shall be officers without prejudice to a Person’s contractual rights, if any, but the appointment of any Person as an officer, agent or employees of other Persons. The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Board not inconsistent with this Agreement, are agents employee of the Company for the purpose shall not of the Company’s business and the actions of the Officers taken in accordance with such powers shall bind the Company. Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care as set forth in the Delaware Act. No Officer shall at any time serve as trustee in bankruptcy for any Affiliate of the Companyitself create contract rights. (bd) Notwithstanding Whenever an officer is absent, or whenever for any reason the foregoingBoard deems it advisable, it shall be deemed not to be a breach the Board may delegate the powers and duties of any duty (including officer to any fiduciary duty) other officer, any Director, the Manager or any other obligation of any type whatsoever of any Manager Person it determines advisable, in its sole discretion. (e) Unless otherwise directed by the Board, the Chairman, the Chief Executive Officer or any other officer or employee or any Affiliates of such Manager, officer or employee (other than any express obligation contained in any agreement to which such Person and the Company or any of its subsidiaries are parties) to engage in outside business interests and activities in preference to or to the exclusion of the Company or in direct competition with the Company; provided such Person does not engage in such business or activity as a result of or using confidential information provided by or shall have power to vote and otherwise act on behalf of the Company Company, in person or by proxy, at any meeting of Members of or with respect to such Person; provided, further, that a Person shall not be deemed to be any action of equityholders of any other entity in direct competition with which the Company solely because may hold securities and otherwise to exercise any and all rights and powers which the Company may possess by reason of such Person’s ownership, directly or indirectly, solely for investment purposes, its ownership of securities of any publicly traded entity if such Person does not, together with such Person’s Affiliates, collectively own 5% or more of any class or securities of such publicly traded entity, and such Person is not a director or officer (and does not hold an equivalent position) in such publicly traded entity. Neither the Board, not any officer or employee shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Company that may become available to Affiliates of such Person. None of any Member or any other Person shall have any rights by virtue of the Board’s or any officer’s or employee’s or any Affiliates of the Board, officer or employee duties as the Board or any Manager, officer or employee or this Agreement in any business ventures of the Administrator or any Manager or any officer or employee or any Affiliates of the Administrator or any such Manager, officer or employeeentities.

Officers. (a) At any time, the Board may appoint and replace individuals as officers or agents of the Company (“Officers”) with such titles as the Board may elect to act on behalf of the Company with such power and authority as the Board may delegate to such persons. Any number of offices may be held by the same person. Officers shall hold their offices for such terms as shall be determined from time to time by the Board. Unless otherwise determined and set forth by the Board and subject to the policies and procedures of the Company applicable to Officers and employees, each Officer shall have the powers, rights and obligations as are customarily held and exercised by other persons in similar positions in limited liability companies organized under the Delaware Act, subject to Section 2.1(c). The Officers shall hold office until their successors are chosen and qualified. Any Officer may be removed at any time, with or without cause, by the Board. The Officers may also be officers or employees of other Persons. The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Board not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and the actions of the Officers taken in accordance with such powers shall bind the Company. Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care as set forth in the Delaware Act. No Officer shall at any time serve as trustee in bankruptcy for any Affiliate of the Company. (b) Notwithstanding the foregoing, it shall be deemed not to be a breach of any duty (including any fiduciary duty) or any other obligation of any type whatsoever of any Manager or any officer or employee or any Affiliates of such Manager, officer or employee (other than any express obligation contained in any agreement to which such Person and the Company or any of its subsidiaries are parties) to engage in outside business interests and activities in preference to or to the exclusion of the Company or in direct competition with the Company; provided such Person does not engage in such business or activity as a result of or using confidential information provided by or on behalf of the Company to such Person; provided, further, that a Person shall not be deemed to be in direct competition with the Company solely because of such Person’s ownership, directly or indirectly, solely for investment purposes, of securities of any publicly traded entity if such Person does not, together with such Person’s Affiliates, collectively own 5% or more of any class or securities of such publicly traded entity, and such Person is not a director or officer (and does not hold an equivalent position) in such publicly traded entity. Neither the Board, not any officer or employee shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Company that may become available to Affiliates of such Person. None of any Member or any other Person shall have any rights by virtue of the Board’s or any officer’s or employee’s or any Affiliates of the Board, officer or employee duties as the Board or any Manager, officer or employee or this Agreement in any business ventures of the Administrator or any Manager or any officer or employee or any Affiliates of the Administrator or any such Manager, officer or employee. (c) S▇▇▇▇ ▇▇▇▇ is hereby designated as the Chief Executive Officer , J▇▇▇ ▇▇▇▇▇▇▇▇▇ is designated the General Counsel and Secretary and N▇▇▇▇ ▇▇▇▇▇▇▇ is designated as the Chief Financial Officer of the Company, each to serve in such capacity until his earlier death, resignation or removal from office.

Officers. (a) At any time, the Board may appoint and replace individuals as officers or agents of the Company (“Officers”) with such titles as the Board may elect to act on behalf of the Company with such power and authority as the Board may delegate to such persons. Any number of offices may be held by the same person. Officers shall hold their offices for such terms as shall be determined from time to time by the Board. Unless otherwise determined and set forth by the Board and subject to the policies and procedures of the Company applicable to Officers and employees, each Officer shall have the powers, rights and obligations as are customarily held and exercised by other persons in similar positions in limited liability companies organized under the Delaware Act, subject to Section 2.1(c). The Officers shall hold office until their successors are chosen and qualified. Any Officer may be removed at any time, with or without cause, by the Board. The Officers may also be officers or employees of other Persons. The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Board not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and the actions of the Officers taken in accordance with such powers shall bind the Company. Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care as set forth in the Delaware Act. No Officer shall at any time serve as trustee in bankruptcy for any Affiliate of the Company. (b) Notwithstanding the foregoing, it shall be deemed not to be a breach of any duty (including any fiduciary duty) or any other obligation of any type whatsoever of any Manager or any Manager, officer or employee or any Affiliates of such Manager, officer or employee (other than any express obligation contained in any agreement to which such Person and the Company or any of its subsidiaries are parties) to engage in outside business interests and activities in preference to or to the exclusion of the Company or in direct competition with the Company; provided such Person does not engage in such business or activity as a result of or using confidential information provided by or on behalf of the Company to such Person; provided, further, that a Person shall not be deemed to be in direct competition with the Company solely because of such Person’s ownership, directly or indirectly, solely for investment purposes, of securities of any publicly traded entity if such Person does not, together with such Person’s Affiliates, collectively own 5% or more of any class or securities of such publicly traded entity, and such Person is not a director or officer (and does not hold an equivalent position) in such publicly traded entity. Neither the Board, not any officer or employee shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Company that may become available to Affiliates of such Person. None of any Member or any other Person shall have any rights by virtue of the BoardManager’s or any officer’s or employee’s or any Affiliates of the Boardsuch Manager, officer or employee duties as the Board or any Manager, officer or employee or this Agreement in any business ventures of the Administrator or any Manager or any officer or employee or any Affiliates of the Administrator or any such Manager, officer or employee. (c) N▇▇▇▇ ▇▇▇▇▇▇▇ is designated Chief Executive Officer and Chief Financial Officer and J▇▇▇ ▇▇▇▇▇▇▇▇▇ is designated the Secretary, General Counsel of the Company, each to serve in such capacity until his earlier death, resignation or removal from office.

Officers. (a) At any time, the Board may appoint and replace individuals as officers or agents of the Company (“Officers”) with such titles as the Board may elect to act on behalf of the Company with such power and authority as the Board may delegate to such persons. Any number of offices may be held by the same person. Officers shall hold their offices for such terms as shall be determined from time to time by the BoardBoard . Unless otherwise determined and set forth by the Board and subject to the policies and procedures of the Company applicable to Officers and employees, each Officer shall have the powers, rights and obligations as are customarily held and exercised by other persons in similar positions in limited liability companies organized under the Delaware Act, subject to Section 2.1(c). The Officers shall hold office until their successors are chosen and qualified. Any Officer may be removed at any time, with or without cause, by the BoardBoard . The Officers may also be officers or employees of other Persons. The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Board not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and the actions of the Officers taken in accordance with such powers shall bind the Company. Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care as set forth in the Delaware Act. No Officer shall at any time serve as trustee in bankruptcy for any Affiliate of the Company. (b) Notwithstanding the foregoing, it shall be deemed not to be a breach of any duty (including any fiduciary duty) or any other obligation of any type whatsoever of any Manager or any officer or employee or any Affiliates of such Manager, officer or employee (other than any express obligation contained in any agreement to which such Person and the Company or any of its subsidiaries are parties) to engage in outside business interests and activities in preference to or to the exclusion of the Company or in direct competition with the Company; provided such Person does not engage in such business or activity as a result of or using confidential information provided by or on behalf of the Company to such Person; provided, further, that a Person shall not be deemed to be in direct competition with the Company solely because of such Person’s ownership, directly or indirectly, solely for investment purposes, of securities of any publicly traded entity if such Person does not, together with such Person’s Affiliates, collectively own 5% or more of any class or securities of such publicly traded entity, and such Person is not a director or officer (and does not hold an equivalent position) in such publicly traded entity. Neither the BoardBoard , not any officer or employee shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Company that may become available to Affiliates of such Person. None of any Member or any other Person shall have any rights by virtue of the Board’s or any officer’s or employee’s or any Affiliates of the BoardBoard , officer or employee duties as the Board or any Manager, officer or employee or this Agreement in any business ventures of the Administrator or any Manager or any officer or employee or any Affiliates of the Administrator or any such Manager, officer or employee. (c) S▇▇▇▇ ▇▇▇▇ is hereby designated as the Chief Executive Officer and J▇▇▇ ▇▇▇▇▇▇▇▇▇ is designated the General Counsel , Secretary and Interim Chief Financial Officer of the Company, each to serve in such capacity until his earlier death, resignation or removal from office.

Officers. (a) At any time, the The Board may appoint and replace individuals as one or more officers or agents of the Company (each, an “OfficersOfficer”) with such titles ). The Officers shall be as the Board may elect to act set forth on behalf of the Company with such power and authority as the Board may delegate to such persons. Any number of Schedule I. Two or more offices may be held by the same person. Officers Each such Officer shall hold their offices for such terms as shall be determined from time have delegated to time by him or her the Board. Unless otherwise determined authority and set forth by the Board power to execute and subject to the policies and procedures deliver on behalf of the Company applicable (and to Officers cause the Company to perform) any and employeesall such contracts, each Officer shall have certificates, agreements, instruments and other documents, and to take any such action, as the powersBoard deems necessary or appropriate, rights and obligations all as are customarily held and exercised by other persons in similar positions in limited liability companies organized under the Delaware Act, subject to Section 2.1(c). The Officers shall hold office until their successors are chosen and qualified. Any Officer may be removed at any time, with or without cause, set forth in a written delegation of authority executed by the Board. The Officers shall serve at the pleasure of the Board, and the Board may also remove any person as an Officer, appoint additional persons as Officers and add or remove from the delegation of authority of an Officer as the Board deems necessary or desirable. (b) Any Officer may resign at any time by giving written notice of such resignation to the Board. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board and the acceptance of such resignation shall not be officers necessary to make it effective. Any Person dealing with the Company may conclusively presume that an Officer specified in such a written delegation of authority (including this Agreement) who executes a contract, certificate, agreement, instrument or employees other document on behalf of other Personsthe Company has the full power and authority to do so and each such document shall, for all purposes, be duly authorized, executed and delivered by the Company upon execution and delivery by such Officer. The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Board not inconsistent with this Agreement, are agents of the Company for the purpose of conducting the business and affairs of the Company’s business , and the actions of the Officers any Officer taken in accordance with such powers shall bind the Company and any third party dealing with such Officer shall be entitled to rely conclusively (without making inquiry of any kind) on any actions so taken as being properly authorized by the Company. Except Notwithstanding the foregoing or anything to the extent otherwise provided contrary set forth herein, each neither the Board nor any Officer shall have a fiduciary duty of loyalty and care as set forth in be entitled to approve or otherwise take any other action that, pursuant to the Delaware Act. No Officer shall at any time serve as trustee in bankruptcy for any Affiliate terms of the Company. (b) Notwithstanding Member LLC Agreement, requires the foregoing, it shall be deemed not to be a breach of any duty (including any fiduciary duty) or any other obligation of any type whatsoever of any Manager or any officer or employee or any Affiliates of such Manager, officer or employee (other than any express obligation contained in any agreement to which such Person and the Company or any of its subsidiaries are parties) to engage in outside business interests and activities in preference to or to the exclusion consent of the Company or board of directors of the Member without first obtaining the consent of the board of directors of the Member in direct competition accordance with the Company; provided such Person does not engage in such business or activity as a result of or using confidential information provided by or on behalf terms of the Company to such Person; provided, further, that a Person shall not be deemed to be in direct competition with the Company solely because of such Person’s ownership, directly or indirectly, solely for investment purposes, of securities of any publicly traded entity if such Person does not, together with such Person’s Affiliates, collectively own 5% or more of any class or securities of such publicly traded entity, and such Person is not a director or officer (and does not hold an equivalent position) in such publicly traded entity. Neither the Board, not any officer or employee shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Company that may become available to Affiliates of such Person. None of any Member or any other Person shall have any rights by virtue of the Board’s or any officer’s or employee’s or any Affiliates of the Board, officer or employee duties as the Board or any Manager, officer or employee or this Agreement in any business ventures of the Administrator or any Manager or any officer or employee or any Affiliates of the Administrator or any such Manager, officer or employeeLLC Agreement.

Officers. (a) At any time, the Board The Member may appoint and replace individuals as one or more officers or agents of the Company (each, an “OfficersOfficer”) with such titles as the Board may elect to act on behalf of the Company with such power and authority as the Board may delegate to such persons). Any number of Two or more offices may be held by the same person. Officers Each such Officer shall hold their offices for such terms as shall be determined from time have delegated to time by him or her the Board. Unless otherwise determined authority and set forth by the Board power to execute and subject to the policies and procedures deliver on behalf of the Company applicable (and to Officers cause the Company to perform) any and employeesall such contracts, each Officer shall have certificates, agreements, instruments and other documents, and to take any such action, as the powersMember deems necessary or appropriate, rights and obligations all as are customarily held and exercised may be set forth in a written delegation of authority executed by other persons in similar positions in limited liability companies organized under the Delaware Act, subject to Section 2.1(c)Member. The Officers shall hold office until their successors are chosen serve at the pleasure of the Member, and qualified. the Member may remove any person as an Officer, appoint additional persons as Officers and add or remove from the delegation of authority of an Officer as the Member deems necessary or desirable. (b) Any Officer may be removed resign at any timetime by giving written notice of such resignation to the Member. Unless otherwise specified in such written notice, with or without cause, such resignation shall take effect upon receipt thereof by the BoardMember and the acceptance of such resignation shall not be necessary to make it effective. The Officers Any Person dealing with the Company may also conclusively presume that an Officer specified in such a written delegation of authority (including this Agreement) who executes a contract, certificate, agreement, instrument or other document on behalf of the Company has the full power and authority to do so and each such document shall, for all purposes, be officers or employees of other Personsduly authorized, executed and delivered by the Company upon execution and delivery by such Officer. The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Board Member not inconsistent with this Agreement, are agents of the Company for the purpose of conducting the business and affairs of the Company’s business , and the actions of the Officers any Officer taken in accordance with such powers shall bind the Company. Except to the extent otherwise provided herein, each Company and any third party dealing with such Officer shall have a fiduciary duty be entitled to rely conclusively (without making inquiry of loyalty and care any kind) on any actions so taken as set forth in the Delaware Act. No Officer shall at any time serve as trustee in bankruptcy for any Affiliate of being properly authorized by the Company. (b) Notwithstanding the foregoing, it shall be deemed not to be a breach of any duty (including any fiduciary duty) or any other obligation of any type whatsoever of any Manager or any officer or employee or any Affiliates of such Manager, officer or employee (other than any express obligation contained in any agreement to which such Person and the Company or any of its subsidiaries are parties) to engage in outside business interests and activities in preference to or to the exclusion of the Company or in direct competition with the Company; provided such Person does not engage in such business or activity as a result of or using confidential information provided by or on behalf of the Company to such Person; provided, further, that a Person shall not be deemed to be in direct competition with the Company solely because of such Person’s ownership, directly or indirectly, solely for investment purposes, of securities of any publicly traded entity if such Person does not, together with such Person’s Affiliates, collectively own 5% or more of any class or securities of such publicly traded entity, and such Person is not a director or officer (and does not hold an equivalent position) in such publicly traded entity. Neither the Board, not any officer or employee shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Company that may become available to Affiliates of such Person. None of any Member or any other Person shall have any rights by virtue of the Board’s or any officer’s or employee’s or any Affiliates of the Board, officer or employee duties as the Board or any Manager, officer or employee or this Agreement in any business ventures of the Administrator or any Manager or any officer or employee or any Affiliates of the Administrator or any such Manager, officer or employee.

Officers. (a) At any The Member may, from time to time, the Board may appoint and replace individuals as designate one or more persons to be officers or agents of the Company (each an “OfficersOfficer”) with ). Any Officer so designated shall have such titles title and authority and perform such duties as the Board may elect to act on behalf of the Company with such power and authority as the Board may delegate to such persons. Any number of offices may be held by the same person. Officers shall hold their offices for such terms as shall be determined Manager may, from time to time time, delegate to them; provided, however, that except as otherwise delegated by the Board. Unless otherwise determined and set forth by Manager, the Board and subject to the policies and procedures of the Company applicable to Officers and employees, each Officer shall have the powers, rights such authority and obligations perform such duties as are customarily held and exercised by other persons in officers with similar positions in limited liability companies titles of business corporations organized under the Delaware Act, subject to Section 2.1(c)General Corporation Law or its successor. The Officers Each Officer shall hold office for the term for which such Officer is designated and until their successors are chosen and qualifiedsuch officer’s qualified successor shall be duly designated or until such officer’s death, resignation or removal as provided herein. Any Officer may be removed at any timeas such, with or without cause, by the BoardManager at any time. Any Officer may resign at any time upon written notice to the Company. Such resignation shall be in writing and shall take effect at the time specified therein or, if no time is specified therein, at the time the Manager receives such written resignation. The Officers Manager may also from time to time by resolution authorize a person who is not an Officer to act on behalf of the Company and to execute and/or attest documents as an authorized representative of the Company, subject to such specific authority and such specific limitations as the Manager shall in its sole discretion determine and as shall be officers or employees set forth in the resolution, and such person shall have such title as shall be set forth in the resolution. The action of other Persons. such person taken in accordance with the authority granted to such person in the resolution shall bind the Company, and such person shall have the same fiduciary duty of loyalty and care as the Officers. (b) The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Board Member not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and and, the actions of the Officers taken in accordance with such powers shall bind the Company. . (c) Except to the extent otherwise provided hereinherein or in the Act, each Officer shall have a fiduciary duty of loyalty and care as set forth in similar to that of officers of business corporations organized under the Delaware Act. No Officer shall at any time serve as trustee in bankruptcy for any Affiliate of the CompanyGeneral Corporation Law. (b) Notwithstanding the foregoing, it shall be deemed not to be a breach of any duty (including any fiduciary duty) or any other obligation of any type whatsoever of any Manager or any officer or employee or any Affiliates of such Manager, officer or employee (other than any express obligation contained in any agreement to which such Person and the Company or any of its subsidiaries are parties) to engage in outside business interests and activities in preference to or to the exclusion of the Company or in direct competition with the Company; provided such Person does not engage in such business or activity as a result of or using confidential information provided by or on behalf of the Company to such Person; provided, further, that a Person shall not be deemed to be in direct competition with the Company solely because of such Person’s ownership, directly or indirectly, solely for investment purposes, of securities of any publicly traded entity if such Person does not, together with such Person’s Affiliates, collectively own 5% or more of any class or securities of such publicly traded entity, and such Person is not a director or officer (and does not hold an equivalent position) in such publicly traded entity. Neither the Board, not any officer or employee shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Company that may become available to Affiliates of such Person. None of any Member or any other Person shall have any rights by virtue of the Board’s or any officer’s or employee’s or any Affiliates of the Board, officer or employee duties as the Board or any Manager, officer or employee or this Agreement in any business ventures of the Administrator or any Manager or any officer or employee or any Affiliates of the Administrator or any such Manager, officer or employee.