Common use of Authority of Board of Managers Clause in Contracts

Authority of Board of Managers. (i) Except for situations in which the approval of the Common Unitholders is otherwise required and except as set forth in Section 3 of the GTCR Purchase Agreement, subject to the provisions of SECTION 5.1(b)(II), (A) the powers of the LLC shall be exercised by or under the authority of, and the business and affairs of the LLC shall be managed under the direction of, the Board and (B) the Board may make all decisions and take all actions for the LLC not otherwise provided for in this Agreement, including the following: (A) entering into, making and performing contracts, agreements and other undertakings binding the LLC that may be necessary, appropriate or advisable in furtherance of the purposes of the LLC and making all decisions and waivers thereunder; (B) maintaining the assets of the LLC in good order; (C) collecting sums due the LLC; (D) opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders for the payment of money and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements; (E) to the extent that funds of the LLC are available therefor, paying debts and obligations of the LLC; (F) acquiring, utilizing for LLC purposes and disposing of any asset of the LLC; (G) hiring and employing executives, Officers, supervisors and other personnel; (H) selecting, removing and changing the authority and responsibility of lawyers, accountants and other advisers and consultants; (I) entering into guaranties on behalf of the LLC's Subsidiaries; (J) obtaining insurance for the LLC; (K) determining Distributions of cash and other property of the LLC as provided in ARTICLE IV; (L) establishing reserves for commitments and obligations (contingent or otherwise) of the LLC; and (M) establishing a seal for the LLC. (ii) The Board may act (A) by resolutions adopted at a meeting and by written consents pursuant to SECTION 5.3, (B) by delegating power and authority to committees pursuant to SECTION 5.4, and (C) by delegating power and authority to any Officer pursuant to SECTION 5.5(a). (iii) Each Unitholder acknowledges and agrees that no Manager shall, as a result of being a Manager (as such), be bound to devote all of his business time to the affairs of the LLC, and that he and his Affiliates do and will continue to engage for their own account and for the accounts of others in other business ventures.

Authority of Board of Managers. (i) Except for situations in which the approval of the Common Unitholders is otherwise required and except as set forth in Section 3 of the GTCR Purchase Agreement, subject to the provisions of SECTION 5.1(b)(IISection 5.1(b)(ii), (A) the powers of the LLC shall be exercised by or under the authority of, and the business and affairs of the LLC shall be managed under the direction of, the Board and (B) the Board may make all decisions and take all actions for the LLC not otherwise provided for in this Agreement, including the following: (A) entering into, making and performing contracts, agreements and other undertakings binding the LLC that may be necessary, appropriate or advisable in furtherance of the purposes of the LLC and making all decisions and waivers thereunder; (B) maintaining the assets of the LLC in good order; (C) collecting sums due the LLC; (D) opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders for the payment of money and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements; (E) to the extent that funds of the LLC are available therefor, paying debts and obligations of the LLC; (F) acquiring, utilizing for LLC purposes and disposing of any asset of the LLC; (G) hiring and employing executives, Officers, supervisors and other personnel; (H) selecting, removing and changing the authority and responsibility of lawyers, accountants and other advisers and consultants; (I) entering into guaranties on behalf of the LLC's ’s Subsidiaries; (J) obtaining insurance for the LLC; (K) determining Distributions distributions of cash and other property of the LLC as provided in ARTICLE Article IV; (L) establishing reserves for commitments and obligations (contingent or otherwise) of the LLC; and (M) establishing a seal for the LLC. (ii) The Board may act (A) by resolutions adopted at a meeting and by written consents pursuant to SECTION Section 5.3, (B) by delegating power and authority to committees pursuant to SECTION Section 5.4, and (C) by delegating power and authority to any Officer pursuant to SECTION Section 5.5(a). (iii) Each Unitholder acknowledges and agrees that no Manager shall, as a result of being a Manager (as such), be bound to devote all of his business time to the affairs of the LLC, and that he and his Affiliates do and will continue to engage for their own account and for the accounts of others in other business ventures.

Authority of Board of Managers. (i) Except for situations in which with respect to the approval of the Common Unitholders is otherwise required Board Governance Exceptions, and except as set forth in Section 3 of the GTCR Purchase Agreement, subject to the provisions of SECTION 5.1(b)(IISection 5.1(a)(ii), (A) the powers of the LLC Company shall be exercised by or under the authority of, and the business and affairs of the LLC Company shall be managed under the direction of, the Board (including with respect to the matters contemplated by §§ 18‑209, 18‑213, 18‑216, 18‑301, 18‑302, 18‑304, 18‑704, 18‑801, 18‑803 and 18‑806 of the Delaware Act) and (B) the Board may shall make all decisions and take all actions for the LLC Company not otherwise provided for in this Agreement, including the following: (A) entering into, making and performing contracts, agreements and other undertakings binding the LLC Company that may be necessary, appropriate or advisable in furtherance of the purposes of the LLC Company and making all decisions and waivers thereunder; (B) maintaining the assets of the LLC Company in good order; (C) collecting sums due the LLCCompany; (D) opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders for the payment of money and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements; (E) to the extent that funds of the LLC Company are available therefor, paying debts and obligations of the LLCCompany; (F) acquiring, utilizing for LLC purposes and acquiring or disposing of any asset of assets and the LLCtiming thereof, capital expenditures and the timing thereof, opening new or closing existing offices, developing new businesses or divisions, service offerings and pricing, subcontracting authority and facilities management; (G) hiring and employing executives, Officers, supervisors and other personnel; (H) selecting, removing and changing the authority and responsibility of lawyers, accountants and other advisers and consultants; (I) entering into guaranties on behalf of the LLCCompany's Subsidiaries; (J) obtaining insurance for the LLCCompany; (K) determining Distributions distributions of cash and other property of the LLC Company as provided in ARTICLE Article IV;; and (L) establishing reserves for commitments and obligations (contingent or otherwise) of the LLC; and (M) establishing a seal for the LLCCompany. (ii) The Board may act (A) by resolutions adopted at a meeting and by written consents pursuant to SECTION Section 5.3, (B) by delegating power and authority to committees pursuant to SECTION Section 5.4, and (C) by delegating power and authority to any Officer pursuant to SECTION Section 5.5(a). (iii) Each Unitholder acknowledges and agrees that no Manager shall, solely as a result of being a Manager (as such)but subject to any Employee Equity Agreement to which such Manager is a party, be bound to devote all of his business time to the affairs of the LLCCompany, and that he and his Affiliates do and will continue to engage for their own account and for the accounts of others in other business ventures.

Authority of Board of Managers. (i) Except for situations in which the approval of the Common Unitholders is otherwise required and except as set forth in (including pursuant to Section 3 of the GTCR Purchase Agreement, subject to the provisions of SECTION 5.1(b)(II6.7), (Ax) the powers of the LLC shall be exercised by or under the authority of, and the business and affairs of the LLC shall be managed under the direction of, the Board and (By) the Board may make all decisions and take all actions for the LLC not otherwise provided for in this Agreement, including the following: (A) entering into, making and performing contracts, agreements and other undertakings binding the LLC that may be necessary, appropriate or advisable in furtherance of the purposes of the LLC and making all decisions and waivers thereunder; (B) maintaining the assets of the LLC in good order; (C) collecting sums due the LLC; (D) opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders for the payment of money and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements; (E) to the extent that funds of the LLC are available therefor, paying debts and obligations of the LLC; (F) acquiring, utilizing for LLC purposes and disposing of any asset of the LLC; (G) hiring and employing executives, Officers, supervisors and other personnel; (H) selecting, removing and changing the authority and responsibility of lawyers, accountants and other advisers and consultants; (I) entering into guaranties on behalf of the LLC's Subsidiaries; (J) obtaining insurance for the LLC; (K) determining Distributions distributions of cash and other property of the LLC as provided in ARTICLE Article IV; (L) establishing reserves for commitments and obligations (contingent or otherwise) of the LLC; and (M) establishing a seal for the LLC. In any event, the LLC shall not, without specific Board approval pursuant to clause (A) of Section 5.1(b)(ii), enter into, or permit any Subsidiary to enter into, any agreement or arrangement that provide for payments to or from the Company or any Subsidiary in excess of $35,000,000 (other than securitization transactions in the ordinary course of business). (ii) The Board may act (A) by resolutions adopted at a meeting and by written consents pursuant to SECTION Section 5.3, (B) by delegating power and authority to committees pursuant to SECTION Section 5.4, and (C) by delegating power and authority to any Officer pursuant to SECTION Section 5.5(a). (iii) Each Unitholder acknowledges and agrees that no Manager shall, as a result of being a Manager (as such), be bound to devote all of his business time to the affairs of the LLC, and that he and his Affiliates do and will continue to engage for their own account and for the accounts of others in other business ventures.

Authority of Board of Managers. (i) Except for situations in which the approval of the Common Unitholders is otherwise required and except as set forth in by this Operating Agreement (including, without limitation, Section 3 3.2(j)) or non-waivable provisions of the GTCR Purchase Agreementapplicable Law, subject to the provisions of SECTION 5.1(b)(IISection 5.1(b)(ii), (Ax) the powers of the LLC Company shall be exercised by or under the authority of, and the business and affairs of the LLC Company shall be managed under the direction of, the Board and (By) the Board may make shall have all power and rights necessary, appropriate or advisable to effectuate and carry out all decisions and take all actions for the LLC Company not otherwise provided for in this Operating Agreement, including including, without limitation, the following: (A) entering into, making and performing contracts, agreements and other undertakings binding the LLC Company that may be necessary, appropriate or advisable in furtherance of the purposes of the LLC Company and making all decisions and waivers thereunder; (B) maintaining the assets of the LLC Company in good order; (C) collecting sums due the LLCCompany; (D) opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders for the payment of money and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements; (E) to the extent that funds of the LLC Company are available therefor, paying debts and obligations of the LLCCompany; (F) acquiring, utilizing for LLC Company purposes and disposing of any asset of the LLCCompany; (G) hiring and employing executives, Officers, supervisors and other personnelemployees of, and consultants to, the Company; (H) selecting, removing and changing the authority and responsibility of lawyers, accountants and other advisers and consultants; (I) entering into guaranties on behalf of the LLCCompany's Subsidiaries; (J) obtaining insurance for the LLCCompany; (K) determining Distributions of cash and other property of the LLC Company as provided in ARTICLE Article IV; (L) establishing reserves for commitments and obligations (contingent or otherwise) of the LLCCompany; and (M) establishing a seal for the LLCCompany. (ii) The Board may act (A) by resolutions adopted at a meeting duly held and by written consents pursuant to SECTION Section 5.3, (B) by delegating power and authority to committees pursuant to SECTION 5.4, Section 5.4(a) and (b), (C) by delegating power and authority to one or more Persons (including any Manager) pursuant to Section 5.4(c) and (D) by delegating power and authority to any Officer pursuant to SECTION Section 5.5(a). (iii) Each Unitholder acknowledges and agrees that no Manager shall, as a result of being a Manager (as such), be bound to devote all of his business time to the affairs of the LLCCompany, and that he and his Affiliates do and will continue to engage for their own account and for the accounts of others in other business ventures. Each Unitholder further acknowledges and agrees that no Unitholder shall, as a result of being a Unitholder (as such), be bound to devote all of its business time to the affairs of the Company, and that it and its Affiliates do and will continue to engage for their own account and for the accounts of others in other business ventures.

Authority of Board of Managers. (i) Except Subject to Section 7(c), except for situations in which the approval of the Common Unitholders Member is otherwise required and except as set forth in Section 3 of the GTCR Purchase Agreement, subject to the provisions of SECTION 5.1(b)(II)required, (A) the powers of the LLC Company shall be exercised by or under the authority of, and the business and affairs of the LLC Company shall be managed under the direction of, the Board (as hereinafter defined), and (B) the Board may make all decisions and take all actions for the LLC Company not otherwise provided for in this Agreement, including the following: (A1) entering into, making and performing contracts, agreements and other undertakings binding the LLC Company that may be necessary, appropriate or advisable in furtherance of the purposes of the LLC Company and making all decisions and waivers thereunder; (B2) maintaining the assets of the LLC Company in good order; (C3) collecting sums due the LLCCompany; (D4) opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders for the payment of money and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements; (E5) to the extent that funds of the LLC Company are available therefor, paying debts and obligations of the LLCCompany; (F6) acquiring, utilizing for LLC Company purposes and disposing of any asset of the LLCCompany; (G7) hiring and employing executives, OfficersOfficers (as hereinafter defined), supervisors and other personnel; (H) 8) selecting, removing and changing the authority and responsibility of lawyers, accountants and other advisers and consultants; (I) entering into guaranties on behalf of the LLC's Subsidiaries; (J9) obtaining insurance for the LLCCompany; (K10) determining Distributions distributions of cash and other property of the LLC as provided in ARTICLE IV;Company; and (L11) establishing reserves for commitments and obligations (contingent or otherwise) of the LLC; and (M) establishing a seal for the LLCCompany. (ii) The Board may act (A) by resolutions adopted at a meeting and by written consents pursuant to SECTION 5.3Section 9, and (B) by delegating power and authority to committees Officers or others pursuant to SECTION 5.4, Sections 10 and (C) by delegating power and authority to any Officer pursuant to SECTION 5.5(a)11. (iii) Each Unitholder The Member acknowledges and agrees that no Manager (as hereinafter defined) shall, as a result of being a Manager (as such), be bound to devote all of his business time to the affairs of the LLCCompany, and that he and his Affiliates do and will continue to engage for their own account and for the accounts of others in other business ventures.

Authority of Board of Managers. (i) Except for situations in which the approval of the Common Unitholders is otherwise required and except as set forth in Section 3 of the GTCR Purchase Agreement, subject Subject to the provisions of SECTION 5.1(b)(II)7(b)(ii) of this Agreement, (A) the powers of the LLC Company shall be exercised by or under the authority of, and the business and affairs of the LLC Company shall be managed under the direction of, the Board board of managers (the "BOARD") and (B) the Board may make all decisions and take all actions for the LLC Company not otherwise provided for in this Agreement, including the following: (A) entering into, making and performing contracts, agreements and other undertakings binding the LLC Company that may be necessary, appropriate or advisable in furtherance of the purposes of the LLC Company and making all decisions and waivers thereunder; (B) maintaining the assets of the LLC Company in good order; (C) collecting sums due the LLCCompany; (D) opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders for the payment of money and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements; (E) to the extent that funds of the LLC Company are available therefor, paying debts and obligations of the LLCCompany; (F) acquiring, utilizing for LLC Company purposes and disposing of any asset of the LLCCompany; (G) hiring and employing executives, Officers, supervisors and other personnel; (H) selecting, removing and changing the authority and responsibility of lawyers, accountants and other advisers and consultants; (I) entering into guaranties on behalf of the LLCCompany's Subsidiaries; (J) obtaining insurance for the LLCCompany; (K) determining Distributions distributions of cash and other property of the LLC as provided in ARTICLE IVCompany; (L) establishing reserves for commitments and obligations (contingent or otherwise) of the LLCCompany; and (M) establishing a seal for the LLCCompany. (ii) The Board may act (A) by resolutions adopted at a meeting and by written consents pursuant to SECTION 5.37(d), (B) by delegating power and authority to committees pursuant to SECTION 5.4(7(e), and (C) by delegating power and authority to any Officer pursuant to SECTION 5.5(a7(f). (iii) Each Unitholder Member acknowledges and agrees that no Manager shall, as a result of being a Manager (as such), be bound to devote all of his business time to the affairs of the LLCCompany, and that he and his Affiliates do and will continue to engage for their own account and - 4 - for the accounts of others in other business ventures. In addition, to the maximum extent permitted from time to time under the law of the State of Delaware, the Company renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to its Officers, Managers or Members, other than those Officers, Managers or Members who are employees of the Company or any of its Affiliates or Subsidiaries. No amendment or repeal of this SECTION 7(b)(iii) shall apply to or have any effect on the liability or alleged liability of any Officer, Manager or Member of the Company for or with respect to any opportunities of which such Officer, Manager or Member becomes aware prior to such amendment or repeal.

Authority of Board of Managers. (i) Except for situations in which the approval of the Common Unitholders is otherwise required and except as set forth in Section 3 of the GTCR Purchase Agreement, subject Subject to the provisions of SECTION 5.1(b)(II)7(b)(ii) of this Agreement, (A) the powers of the LLC Company shall be exercised by or under the authority of, and the business and affairs of the LLC Company shall be managed under the direction of, the Board board of managers (the "BOARD") and (B) the Board may make all decisions and take all actions for the LLC Company not otherwise provided for in this Agreement, including the following: (A) entering into, making and performing contracts, agreements and other undertakings binding the LLC Company that may be necessary, appropriate or advisable in furtherance of the purposes of the LLC Company and making all decisions and waivers thereunder; (B) maintaining the assets of the LLC Company in good order; (C) collecting sums due the LLCCompany; (D) opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders for the payment of money and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements; (E) to the extent that funds of the LLC Company are available therefor, paying debts and obligations of the LLCCompany; (F) acquiring, utilizing for LLC Company purposes and disposing of any asset of the LLCCompany; (G) hiring and employing executives, Officers, supervisors and other personnel; (H) selecting, removing and changing the authority and responsibility of lawyers, accountants and other advisers and consultants; (I) entering into guaranties on behalf of the LLCCompany's Subsidiaries; (J) obtaining insurance for the LLCCompany; (K) determining Distributions distributions of cash and other property of the LLC as provided in ARTICLE IVCompany; (L) establishing reserves for commitments and obligations (contingent or otherwise) of the LLCCompany; and (M) establishing a seal for the LLCCompany. (ii) The Board may act (A) by resolutions adopted at a meeting and by written consents pursuant to SECTION 5.37(d), (B) by delegating power and authority to committees pursuant to SECTION 5.4(7(e), and (C) by delegating power and authority to any Officer pursuant to SECTION 5.5(a7(f). (iii) Each Unitholder Member acknowledges and agrees that no Manager shall, as a result of being a Manager (as such), be bound to devote all of his business time to the affairs of the LLCCompany, and that he and his Affiliates do and will continue to engage for their own account and for the accounts of others in other business ventures. In addition, to the maximum extent permitted from time to time under the law of the State of Delaware, the Company renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to its Officers, Managers or Members, other than those Officers, Managers or Members who are employees of the Company or any of its Affiliates or Subsidiaries. No amendment or repeal of this SECTION 7(b)(iii) shall apply to or have any effect on the liability or alleged liability of any Officer, Manager or Member of the Company for or with respect to any opportunities of which such Officer, Manager or Member becomes aware prior to such amendment or repeal.

Authority of Board of Managers. (i) Except for situations in which the approval of the Common Unitholders is otherwise required and except as set forth in Section 3 of the GTCR Purchase Agreementrequired, subject to the provisions of SECTION 5.1(b)(IISection 5.1(b)(ii), (A) the powers of the LLC shall be exercised by or under the authority of, and the business and affairs of the LLC shall be managed under the direction of, the Board and (B) subject to the terms and conditions of the GTCR-CLC Contribution Agreement, the Board may make all decisions and take all actions for the LLC not otherwise provided for in this Agreement, including the following: (A) entering into, making and performing contracts, agreements and other undertakings binding the LLC that may be necessary, appropriate or advisable in furtherance of the purposes of the LLC and making all decisions and waivers thereunder; (B) maintaining the assets of the LLC in good order; (C) collecting sums due the LLC; (D) opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders for the payment of money and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements; (E) to the extent that funds of the LLC are available therefor, paying debts and obligations of the LLC; (F) acquiring, utilizing for LLC purposes and disposing of any asset of the LLC; (G) hiring and employing executives, Officers, supervisors and other personnel; (H) selecting, removing and changing the authority and responsibility of lawyers, accountants and other advisers and consultants; (I) entering into guaranties on behalf of the LLC's Subsidiaries; (J) obtaining insurance for the LLC; (K) determining Distributions distributions of cash and other property of the LLC as provided in ARTICLE Article IV; (L) establishing reserves for commitments and obligations (contingent or otherwise) of the LLC; and (M) establishing a seal for the LLC. (ii) The Board may act (A) by resolutions adopted at a meeting and by written consents pursuant to SECTION Section 5.3, (B) by delegating power and authority to committees pursuant to SECTION Section 5.4, and (C) by delegating power and authority to any Officer pursuant to SECTION Section 5.5(a). (iii) Each Unitholder acknowledges and agrees that no Manager shall, as a result of being a Manager (as such), be bound to devote all of his business time to the affairs of the LLC, and that he and his Affiliates do and will continue to engage for their own account and for the accounts of others in other business ventures.

Authority of Board of Managers. (i) Except for situations in which the approval of the Common Unitholders is otherwise required and except as set forth in Section 3 of the GTCR Purchase Agreementrequired, subject to the provisions of SECTION 5.1(b)(II5.1(b)(ii), (A) the powers of the LLC shall be exercised by or under the authority of, and the business and affairs of the LLC shall be managed under the direction of, the Board and (B) the Board may make all decisions and take all actions for the LLC not otherwise provided for in this Agreement, including the following: (A) entering into, making and performing contracts, agreements and other undertakings binding the LLC that may be necessary, appropriate or advisable in furtherance of the purposes of the LLC and making all decisions and waivers thereunder; (B) maintaining the assets of the LLC in good order; (C) collecting sums due the LLC; (D) opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders for the payment of money and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements; (E) to the extent that funds of the LLC are available therefor, paying debts and obligations of the LLC; (F) acquiring, utilizing for LLC purposes and disposing of any asset of the LLC; (G) hiring and employing executives, Officers, supervisors and other personnel; (H) selecting, removing and changing the authority and responsibility of lawyers, accountants and other advisers and consultants; (I) entering into guaranties on behalf of the LLC's Subsidiaries; (J) obtaining insurance for the LLC; (K) determining Distributions distributions of cash and other property of the LLC as provided in ARTICLE IV; (L) establishing reserves for commitments and obligations (contingent or otherwise) of the LLC; and (M) establishing a seal for the LLC. (ii) The Board may act (A) by resolutions adopted at a meeting and by written consents pursuant to SECTION 5.3, (B) by delegating power and authority to committees pursuant to SECTION 5.4, and (C) by delegating power and authority to any Officer pursuant to SECTION 5.5(a). (iii) Each Unitholder acknowledges and agrees that no Manager shall, as a result of being a Manager (as such), be bound to devote all of his business time to the affairs of the LLC, and that he and his Affiliates do and will continue to engage for their own account and for the accounts of others in other business ventures.

Authority of Board of Managers. (i) Except as expressly provided in this Agreement with respect to the Principal Investors (including, for situations in which the approval avoidance of the Common Unitholders is otherwise required and except as set forth in Section 3 of the GTCR Purchase Agreementdoubt, subject to the provisions of SECTION 5.1(b)(IISection 5.1(b)(iv)) or as required by any non-waivable provision of applicable law, (A) the powers of the LLC shall be exercised by or under the authority of, and the business and affairs of the LLC shall be managed under the direction of, the Board and (B) the Board may make all decisions and take all actions for the LLC not otherwise provided for in this Agreement, including the following:following (subject, in each case, to Section 5.1(b)(iv)): (A) authorizing, designating, reserving for issuance or issuing any Units or other Equity Securities; (B) entering into, making and performing contracts, agreements and other undertakings binding the LLC that may be necessary, appropriate or advisable in furtherance of the purposes of the LLC and making all decisions and waivers thereunder; (BC) maintaining the assets of the LLC in good order; (CD) collecting sums due to the LLC; (DE) opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders for the payment of money and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements; (EF) to the extent that funds of the LLC are available therefor, paying debts and obligations of the LLCLLC as they come due; (FG) acquiring, utilizing for LLC purposes and disposing of any asset assets of the LLC; (GH) hiring and employing executives, Officers, supervisors and other personnelpersonnel for the Company Group; (HI) selecting, removing and changing the authority and responsibility of lawyers, accountants and other advisers and consultants; (IJ) entering into guaranties on behalf of the LLC's ’s Subsidiaries; (JK) obtaining insurance for the LLC; (KL) determining Distributions of cash and other property of the LLC as provided in ARTICLE Article IV;. (LM) establishing reserves for commitments and obligations (contingent or otherwise) of the LLC; and (MN) establishing a seal for the LLC. (ii) The Board may act (A) by resolutions adopted at a meeting and and/or by written consents pursuant to SECTION Section 5.3, (B) by delegating power and authority to committees pursuant to SECTION Section 5.4, and or (C) by delegating power and authority to any Officer pursuant to SECTION Section 5.5(a). (iii) Each Unitholder acknowledges and agrees that no Manager shall, as a result of being a Manager (as such), be bound to devote all of his or her business time to the affairs of the LLC, and that he or she and his or her Affiliates do and will continue to engage for their own account and for the accounts of others in other business ventures. (iv) Notwithstanding anything in this Agreement to the contrary, the LLC shall not, and shall cause its Subsidiaries not to, directly or indirectly, take any of the following actions without the prior approval of the Board and the prior written approval of each Principal Investor (provided, that the prior approval of a Principal Investor shall not be required (x) with respect to clauses (A) – (D) (and clauses (T) and (U) to the extent applicable) if such Principal Investor, together with its Affiliates, collectively holds less than twenty percent (20%) of such Principal Investor’s Closing Equity and (y) with respect to clauses (E) – (U) if such Principal Investor, together with its Affiliates, collectively holds less than fifty percent (50%) of such Principal Investor’s Closing Equity): (A) amend or repeal any provision of, or supplement, this Agreement, the Certificate, bylaws or other organizational documents of the LLC or its Subsidiaries, other than to the extent required in connection with a Qualified IPO to increase the number of authorized Equity Securities; (B) enter into any agreement or commitments that would restrict any Principal Investor or any of its Affiliates from entering into any line of business; (C) adopt any change to any tax or accounting policy other than as required by generally accepted accounting principles (“GAAP”) or applicable law, or change its independent public accountants, auditors or tax advisors; (D) enter into any transaction (or amend the terms of any such transaction) with any Principal Investor or any of its Affiliates other than (i) as specifically contemplated by this Agreement, (ii) pursuant to any agreements in effect as of the date of the Closing (as defined in the Subscription Agreement) and disclosed in the disclosure schedules thereto or (iii) pursuant to commercial agreements entered into between an operating business of a Principal Investor or its Affiliates, on the one hand, and the LLC or any of its Subsidiaries, on the other, in the ordinary course of business and on arm’s length terms; (E) except in accordance with Section 5.4(a), form, or delegate any authority to, any committee or subset of the Board or elect any Person to any such committee or subset of the Board; (F) make any acquisition or disposition (or any series of related acquisitions or dispositions) of any entity, business or assets with aggregate consideration in excess of one-hundred million United States dollars ($100,000,000), including by way of merger, equity purchase, asset purchase or otherwise; (G) consummate, commit to or enter into any agreement or commitment for a Sale of the LLC or any merger or consolidation with a third party other than (i) an Approved Sale or (ii) with respect to transactions other than a Sale of the LLC as would be permitted under Section 5.1(b)(iv)(F); (H) enter into or commit to enter into any material joint ventures or partnerships, establish or acquire any non-wholly-owned Subsidiaries or merge or consolidate with, or make investments in, any third party (other than in connection with a Drag-Along Sale in accordance with Section 10.6), in each case, that involve a cash or asset contribution (or commitment) in excess of fifty million United States dollars ($50,000,000); (I) effect an initial Public Offering (other than a Qualified IPO), or, except in accordance with Section 6.12, grant any registration rights to any Person; (J) create, designate, authorize, issue, sell or grant, or enter into any agreement providing for the issuance (contingent or otherwise) of, any of its Units or other Equity Securities or any equity appreciation rights, phantom equity plans or similar rights or plans relating to the LLC or its Subsidiaries, other than (i) the issuance of any of the foregoing pursuant to a plan approved under Section 5.1(b)(iv)(O) (provided that, except as approved pursuant to this Section 5.1(b)(iv)(J), for each class of Units (including, for the avoidance of doubt, Value Units and Common Units), the total number of Units issued or reserved for issuance under all such management equity plans and other employee incentive plans shall not exceed the number specified in Schedule B hereto for such class of Units) and (ii) in a Qualified IPO or an initial Public Offering approved pursuant to Section 5.1(b)(iv)(I) and effected pursuant to Section 6.12 and the Registration Rights Agreement; (K) authorize, issue, sell or grant, or enter into any agreement providing for the issuance (contingent or otherwise) of, any of the equity interests of any Subsidiary to persons other than the LLC or another wholly-owned Subsidiary of the LLC, other than issuance of equity interests in connection with a Public Offering approved pursuant to Section 5.1(b)(iv)(I) and effected pursuant to Section 6.12 and the Registration Rights Agreement; (L) incur or guarantee any Restricted Debt, unless such incurrence or guarantee would not result in an Excessive Leverage Event as of the date of incurrence of such Restricted Debt or the effective date of the guarantee of such Restricted Debt; (M) develop, construct, operate, acquire ownership of or otherwise expand into any line of business not conducted by the Company Group as of the date hereof which would be competitive with any business conducted by a Principal Investor or its Affiliates at the time of such action; (i) select, hire, terminate or remove any person as the chief executive officer of the Company Group or (ii) amend the terms of any existing employment agreement or compensation arrangement with, or enter into any new employment agreement or compensation arrangement with, the chief executive officer of the Company Group; (O) adopt, or effect any material changes to, any management equity plan or other employee incentive plan, including, without limitation, employee equity (including any change to the number of Value Units issuable under the Plan or any successor plan), phantom equity or senior management bonus programs, or issue any capital stock or other securities other than limited liability company units, capital stock or other securities which it is obligated to issue under the terms of any option existing as of the date hereof or issuances to employees, officers or managers under any plan approved pursuant to this Section 5.1(b)(iv)(O) (it being understood that (i) that the total number of each class of Units issued or reserved for issuance under all such plans shall not exceed the amounts permitted under Section 5.1(b)(iv)(J) and (ii) the Plan has been approved by the Board and each Principal Investor); (P) determine the terms and conditions governing the issuance of any Additional Securities, including the number and designation of such Additional Securities, the preferences (with respect to distributions, liquidations, or otherwise) over any other Units and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior or junior to, or pari passu with, any other Units, any required contributions in connection therewith and voting rights; (Q) commence or file any bankruptcy, reorganization, liquidation, insolvency or similar proceeding or commence or consent to the filing of an involuntary bankruptcy, reorganization, liquidation, insolvency, or similar proceeding; (R) voluntarily liquidate, dissolve or wind up; (S) commence, pursue, settle or compromise any litigation or regulatory proceeding except for (i) any litigation that arises out of the ordinary course of business and involves solely the payment of monetary damages by the LLC or any of its Subsidiaries of an amount not exceeding ten million United States dollars ($10,000,000) or (ii) any litigation or disputes relating to a Principal Investor’s investment in the LLC; (T) take any other action that requires the consent of ▇▇▇▇▇▇▇ or Providence under this Agreement; or (U) agree or otherwise commit to take any actions set forth in the foregoing subparagraphs (A) through (T).

Authority of Board of Managers. (i) Except as expressly provided in this Agreement with respect to the Principal Investors (including, for situations in which the approval avoidance of the Common Unitholders is otherwise required and except as set forth in Section 3 of the GTCR Purchase Agreementdoubt, subject to the provisions of SECTION 5.1(b)(IISection 5.1(b)(iv)) or as required by any non-waivable provision of applicable law, (A) the powers of the LLC shall be exercised by or under the authority of, and the business and affairs of the LLC shall be managed under the direction of, the Board and (B) the Board may make all decisions and take all actions for the LLC not otherwise provided for in this Agreement, including the following: following (subject, in each case, to Section 5.1(b)(iv)): (A) authorizing, designating, reserving for issuance or issuing any Units or other Equity Securities; (B) entering into, making and performing contracts, agreements and other undertakings binding the LLC that may be necessary, appropriate or advisable in furtherance of the purposes of the LLC and making all decisions and waivers thereunder; ; (BC) maintaining the assets of the LLC in good order; ; (CD) collecting sums due to the LLC; ; (DE) opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders for the payment of money and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements; ; (EF) to the extent that funds of the LLC are available therefor, paying debts and obligations of the LLC; LLC as they come due; (FG) acquiring, utilizing for LLC purposes and disposing of any asset assets of the LLC; ; (GH) hiring and employing executives, Officers, supervisors and other personnel; personnel for the Company Group; (HI) selecting, removing and changing the authority and responsibility of lawyers, accountants and other advisers and consultants; ; (IJ) entering into guaranties on behalf of the LLC's ’s Subsidiaries; ; (JK) obtaining insurance for the LLC; (K) determining Distributions of cash and other property of the LLC as provided in ARTICLE IV; (L) establishing reserves for commitments and obligations (contingent or otherwise) of the LLC; and (M) establishing a seal for the LLC. (ii) The Board may act (A) by resolutions adopted at a meeting and by written consents pursuant to SECTION 5.3, (B) by delegating power and authority to committees pursuant to SECTION 5.4, and (C) by delegating power and authority to any Officer pursuant to SECTION 5.5(a). (iii) Each Unitholder acknowledges and agrees that no Manager shall, as a result of being a Manager (as such), be bound to devote all of his business time to the affairs of the LLC, and that he and his Affiliates do and will continue to engage for their own account and for the accounts of others in other business ventures.