Common use of Board of Managers Clause in Contracts

Board of Managers. (a) The Members may determine at any time by mutual agreement the number of Managers to constitute the Board of Managers; provided that at all times each Member shall have the right to elect, designate or appoint an equal number of Managers. The initial number of Managers shall be four, and each Member shall elect, designate or appoint two Managers. Each Manager elected, designated or appointed by a Member shall hold office until a successor is elected and qualified by such Member or until such Manager’s earlier death, resignation, expulsion or removal. A Manager need not be a Member. (b) Subject to matters requiring Member Approval or Prior Manager Approval, the Board of Managers shall manage and control the business and affairs of the Company and shall possess all rights and powers as provided in the Act and otherwise by applicable law including the right to act on behalf of, and serve as an authorized signatory of, the Company. Except as otherwise expressly provided for herein, the Members hereby consent to the exercise by the Board of Managers of all such powers and rights conferred on it by this Agreement, the Act or otherwise by applicable law with respect to the management and control of the Company. Except as otherwise expressly provided for herein or as required by the Act, no other Member shall have any power to act for, sign for or do any act that would bind the Company without the authorization of the Board of Managers. (c) Except as otherwise provided in this Agreement, the Board of Managers shall have the power and authority to delegate to one or more other Persons its rights and powers to manage and control the business and affairs of the Company, including delegating such rights and powers to the Affiliates or agents of the Company or the Members. The Board of Managers may authorize any Persons (including any Member or Affiliate of a Member) to enter into any document on behalf of the Company, perform the obligations of the Company thereunder, and perform any action on behalf of the Company. Notwithstanding the foregoing, the Board of Managers shall not have the power and authority to delegate any rights or powers (i) requiring Prior Manager Approval, Member Approval or otherwise requiring the approval of the Members or (ii) customarily requiring the approval of the managing member of a Delaware limited liability company. (d) The Managers shall, in the performance of their duties, be protected fully in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters any Manager reasonably believes is within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company.

Board of Managers. (a) The Members may determine at any time by mutual agreement the number of Managers to constitute the Board of Managers; Except as otherwise expressly provided that at all times each Member shall have the right to electin this Agreement, designate or appoint an equal number of Managers. The initial number of Managers shall be four, and each Member shall elect, designate or appoint two Managers. Each Manager elected, designated or appointed by a Member shall hold office until a successor is elected and qualified by such Member or until such Manager’s earlier death, resignation, expulsion or removal. A Manager need not be a Member. (b) Subject to matters requiring Member Approval or Prior Manager Approval, the Board of Managers shall manage and control the business and affairs of the Company and shall possess all rights and powers as provided in be managed by or under the Act and otherwise by applicable law including the right to act on behalf of, and serve as an authorized signatory of, the Company. Except as otherwise expressly provided for herein, the Members hereby consent to the exercise by the direction of a Board of Managers of all such powers and rights conferred on it by this Agreement, (the Act or otherwise by applicable law with respect to the management and control of the Company. Except as otherwise expressly provided for herein or as required by the Act, no other Member shall have any power to act for, sign for or do any act that would bind the Company without the authorization of the “Board of Managers. (c) Except as otherwise ”). As provided in this AgreementSection 7.4, the Board of Managers shall have the power and authority to delegate to one or more other Persons appoint Officers of the Company. The Managers shall constitute “managers” within the meaning of the Delaware Act. No Member, by virtue of its rights and powers to manage and control status as such, shall have any management power over the business and affairs of the Company or actual or apparent, authority to enter into, execute or deliver contracts on behalf of, or to otherwise bind, the Company. Except as otherwise specifically provided in this Agreement, the authority and functions of the Board of Managers, on the one hand, and of the Officers, on the other, shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the DGCL. In addition to the powers that now or hereafter can be granted to managers under the Delaware Act and to all other powers granted under any other provision of this Agreement, subject to Section 7.3, the Board of Managers shall have full power and authority to do, and to direct the Officers to do, all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Company, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including delegating such rights the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and powers other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into Company Securities, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the Affiliates business or agents assets of the Company; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company or the merger or other combination of the Company with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article 12); (iv) the use of the assets of the Company (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of the Company Group; and the making of capital contributions to any member of the Company Group; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company under contractual arrangements to all or particular assets of the Company); (vi) the distribution of Company cash; (vii) the selection and dismissal of Officers, employees, agents, outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring, the creation and operation of employee benefit plans, employee programs and employee practices; (viii) the maintenance of insurance for the benefit of the Company Group, the Members and any Indemnitees; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any limited or general partnerships, joint ventures, corporations, limited liability companies or other relationships (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4; (x) the control of any matters affecting the rights and obligations of the Company, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation, and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Member Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.6); (xiii) the purchase, sale or other acquisition or disposition of Company Securities, or the issuance of options, rights, warrants and appreciation rights relating to Company Securities; (xiv) the undertaking of any action in connection with the Company’s participation in any Group Member; and (xv) the entering into of agreements with any of its Affiliates to render services to a Group Member. (b) The Board of Managers shall consist of five natural Persons, except as otherwise set forth in this Section 7.1(b). Each Manager shall be elected as provided in Section 7.1(c) and shall serve in such capacity until his successor has been duly elected and qualified or until such Manager dies, resigns or is removed. A Manager may resign at any time upon written notice to the Company. The Board of Managers may authorize any Persons (including any Member or Affiliate from time to time determine the number of a Member) to enter into any document on behalf Managers then constituting the whole Board of the CompanyManagers, perform the obligations of the Company thereunder, and perform any action on behalf of the Company. Notwithstanding the foregoing, but the Board of Managers shall not have decrease the power and authority number of Persons that constitute the whole Board of Managers if such decrease would shorten the term of any Manager; provided, however, that the number of Persons serving as Managers shall not be decreased to delegate any rights or powers (i) requiring Prior Manager Approval, Member Approval or otherwise requiring less than five without the prior approval of the Members or (iiholders of 66 2/3% of the Outstanding Class A Units; and provided, further, that the number of Persons serving as Managers shall not be increased at any time prior to termination of the right of the Class A Unitholders to elect the Class A Managers pursuant to Section 11.8(e) customarily requiring without the prior approval of all of the managing member holders of a Delaware limited liability company66 2/3% of the Outstanding Class A Units. (dc) The persons comprising the initial Board of Managers shallshall be as follows: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, in the performance of their duties▇▇▇▇ ▇. ▇▇▇▇▇▇▇, be protected fully in relying in good faith upon the records of the Company ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and upon such information, opinions, reports or statements presented to the Company by any Person as to matters any Manager reasonably believes is within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company▇▇▇▇ ▇. ▇▇▇▇▇.

Board of Managers. (a) The Members may determine at any time by mutual agreement the number of Managers to constitute the Board of Managers; provided that at all times each Member shall have the right to elect, designate or appoint an equal number of Managers. The initial number of Managers shall be four, . Each of CSWC and each Member Main Street shall elect, designate or appoint two (2) Managers. Each Manager elected, designated or appointed by a Member shall hold office until a successor is elected and qualified by such Member or until such Manager’s earlier death, resignation, expulsion or removal. The number of Managers that shall constitute the Board of Managers may be changed from time to time by Prior Manager Approval. A Manager need not be a Member. (b) Subject to matters requiring Member Approval or Prior Manager Approval, the The Board of Managers shall manage and control the business and affairs of the Company and shall possess all rights and powers as provided in the Act and otherwise by applicable law including the right to act on behalf of, and serve as an authorized signatory of, the Company. Except as otherwise expressly provided for herein, the Members hereby consent to the exercise by the Board of Managers of all such powers and rights conferred on it by this Agreement, the Act or otherwise by applicable law with respect to the management and control of the Company. Except as otherwise expressly provided for herein or as required by the Act, no other Member shall have any power to act for, sign for or do any act that would bind the Company without the authorization of the Board of Managers. (c) Except as otherwise provided in this Agreement, the Board of Managers shall have the power and authority to delegate to one or more other Persons its rights and powers to manage and control the business and affairs of the Company, including delegating such rights and powers to the Affiliates or agents of the Company or the Members. The Board of Managers may authorize any Persons (including any Member or Affiliate of a Member) to enter into any document on behalf of the Company, perform the obligations of the Company thereunder, and perform any action on behalf of the Company. Notwithstanding the foregoing, the Board of Managers shall not have the power and authority to delegate any rights or powers (i) requiring Prior Manager Approval, Member Approval or otherwise requiring the approval of the Members or (ii) customarily requiring the approval of the managing member of a Delaware limited liability company. (d) The Managers shall, in the performance of their duties, be protected fully in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters any Manager reasonably believes is within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company. (e) Except as otherwise provided in this Agreement, the Board of Managers shall have the power and authority to appoint such Officers that the Board of Managers deems appropriate, and to grant to such Officers its rights and powers to manage and control the business and affairs of the Company, including delegating such rights and powers to the Officers. The Board of Managers may authorize any Officer to enter into any document on behalf of the Company, perform the obligations of the Company thereunder, and perform any action on behalf of the Company. Notwithstanding the foregoing, the Board of Managers shall not have the power and authority to delegate any rights or powers (i) requiring Prior Manager Approval or otherwise requiring the approval of the Members or (ii) customarily requiring the approval of the managing member of a Delaware limited liability company.

Board of Managers. (a) The Members may determine number of Managers holding office at any one time shall be two (2), unless otherwise agreed by mutual agreement all of the Unitholders. So long as the Company is not listed on any stock exchange, the Board shall be comprised of members nominated by the Unitholders whereby the number of nominated Managers by each Unitholder shall be as nearly as practicable in proportion to constitute such Unitholder’s Unitholder Interest (for which purposes a Unitholder may aggregate the Unitholder Interests of some or all of its Affiliates provided those Affiliates do not also exercise their nomination rights) provided that any Manager nominated by a Unitholder shall have acceptable qualifications to serve on the Board of Managers; and provided that at all times each Member further that: (i) As long as PEDCO and its Affiliates shall have an aggregate Unitholder Interest of at least fifty (50%), PEDCO may appoint one (1) Manager (the right to elect“PEDCO Manager”); and (ii) So long as MIEJ and its Affiliates shall have an aggregate Unitholder Interest of at least fifty percent 50%, designate or MIEJ may appoint an equal number of Managers. The initial number of Managers shall be four, and one (1) Manager (each Member shall elect, designate or appoint two Managers. Each Manager elected, designated or appointed by a Member shall hold office until a successor is elected and qualified by such Member or until such “MIEJ Manager’s earlier death, resignation, expulsion or removal. A Manager need not be a Member”). (b) Subject to matters requiring Member Approval or Prior Manager Approval, the Board of Managers shall manage and control the business and affairs of the Company and shall possess all rights and powers as provided in the Act and otherwise by applicable law including the right to act on behalf of, and serve as an authorized signatory of, the Company. Except as otherwise expressly provided for herein, the Members hereby consent to the exercise by the Board of Managers of all such powers and rights conferred on it by this Agreement, the Act or otherwise by applicable law with respect to the management and control of the Company. Except as otherwise expressly provided for herein or as required by the Act, no other Member shall have any power to act for, sign for or do any act that would bind the Company without the authorization The Chairman of the Board shall be the MIEJ Manager, as designated by MIEJ. The Chairman shall chair all meetings of Managersthe Board. (c) Except In the event of the resignation, death, removal or disqualification of a Manager selected as otherwise provided in this Agreementset forth above, the Board of Managers appropriate designating Party or Parties shall have the power and authority to delegate to one or more other Persons its rights and powers to manage and control the business and affairs promptly nominate a new Manager, and, after written notice of the Company, including delegating nomination has been given by such rights and powers designating Party or Parties to the Affiliates or agents of other parties, each Unitholder shall vote its Units to elect such nominee to the Company or the Members. The Board of Managers may authorize any Persons (including any Member or Affiliate of a Member) to enter into any document on behalf of the CompanyBoard, perform the obligations of the Company thereunder, if and perform any action on behalf of the Company. Notwithstanding the foregoing, the Board of Managers shall not have the power and authority to delegate any rights or powers (i) requiring Prior Manager Approval, Member Approval or otherwise requiring the approval of the Members or (ii) customarily requiring the approval of the managing member of a Delaware limited liability companyas required. (d) The Managers shallappropriate designating Party or Parties may specify that the Manager elected by it shall be removed at any time and from time to time, with or without cause (subject to applicable Nevada Law, this Agreement, and the Articles), in the performance of their duties, be protected fully in relying in good faith upon the records such Party or Parties’ sole discretion. After written notice to each of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters any Manager reasonably believes is within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf Parties of the Companynew nominee to replace a removed Manager, each Unitholder shall promptly vote its Units to remove the Manager in question and to replace such Manager with the nominee of the Party entitled to designate such Manager.

Board of Managers. (a) The Members may determine at any time by mutual agreement the number of Managers to constitute the Board of Managers; provided that at all times each Member shall have the right to elect, designate or appoint an equal number of Managers. The initial number of Managers shall be four, and each Member shall elect, designate or appoint two Managers. Each Manager elected, designated or appointed by a Member shall hold office until a successor is elected and qualified by such Member or until such Manager’s earlier death, resignation, expulsion or removal. A Manager need not be a Member. (b) Subject to matters requiring Member Approval or Prior Manager Approval, the Board of Managers shall manage and control the business and affairs of the Company and shall possess be managed by or under the direction of its board of managers (the “Board”). Each member of the Board (“Board Member”) shall be a “manager” of the Company for all rights and powers as provided in purposes of the Act and otherwise by applicable law including the right to act on behalf of, and serve as an authorized signatory of, the CompanyAct. Except as otherwise expressly provided for herein, the Members hereby consent to the exercise by the Board of Managers of all such powers and rights conferred on it by in this Agreement, the Act (i) all decisions, determinations, actions, approvals or otherwise by applicable law with respect consents relating to the management and control of the Company. Except as otherwise expressly provided for herein or as required conduct of the business of the Company and its affairs shall be made by the Act, no other Member shall have any power to act for, sign for or do any act that would bind the Company without the authorization of Board and (ii) the Board of Managers. (c) Except as otherwise provided in this Agreement, the Board of Managers shall have the sole power and authority to delegate bind the Company, except and to one the extent that such power is expressly delegated in writing to any other Person by the Board (including through the appointment of Officers). Without limiting the foregoing general powers, the Board is hereby authorized and empowered, on behalf and in the name of the Company, or more other Persons its rights and powers through agents as the Board may deem appropriate, to manage and control do or authorize all things deemed necessary or desirable by it to conduct the business and affairs of the Company, including delegating such rights and to exercise or direct the exercise of all of the powers to the Affiliates or agents of the Company or under the MembersAct and this Agreement and to effectuate the purposes of the Company. The Notwithstanding any contrary provision of this Agreement, the Board of Managers may authorize shall have no authority to knowingly perform any Persons (including act that would subject any Member or Affiliate (in its capacity as a Member of a Memberthe Company) to enter into any document liability for the debts, liabilities or obligations of the Company. (b) No Board Member in his or her capacity as such shall have the authority or power to act for or on behalf of the Company, perform the obligations of to do any act that would be binding on the Company thereunder, and perform or to make any action expenditures or incur any obligations on behalf of the Company. Notwithstanding Company or authorize any of the foregoing, other than specific acts that are expressly and duly authorized by the Board (or a duly authorized committee thereof). (c) The Board, the Board Members and the decisions of Managers the Board shall not have the power and authority to delegate any rights or powers (i) requiring Prior Manager Approval, Member Approval or otherwise requiring the approval benefit of the business judgment rule to the same extent as the Board, such Board Members or (ii) customarily requiring and such decisions would have under the approval benefit of such rule if the managing member Board were a board of directors of a Delaware limited liability company. (d) corporation. The Managers shall, in Board Members shall have the performance same duties of their duties, be protected fully in relying in good faith upon the records care and loyalty as such Persons would have if such Persons were directors of the Company and upon such information, opinions, reports or statements presented a Delaware corporation. Notwithstanding anything to the Company by contrary herein, nothing in this Section 7.1(c) shall create or impose any Person as to matters any Manager reasonably believes is within such other Person’s professional duties or expert competence and who has been selected with reasonable care by obligations on QIC or on behalf of the CompanyQIC Manager.

Board of Managers. (a) The management of the LLC shall be vested exclusively in a board of managers (the “Board of Managers”), which shall be comprised of three members, with each of the Initial Members may determine at any time by mutual agreement appointing one of the number members. The Board of Managers shall initially be comprised of the following three persons: ▇▇▇▇▇▇ ▇▇▇▇▇▇ (as the designee of Ares), R. ▇▇▇▇▇ ▇▇▇▇▇ (as the designee of PEP) and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (as the designee of ▇▇▇▇▇). The Members, in their capacity as members, shall have no part in the management of the LLC and shall have no authority to, or right to, act on behalf of or bind the LLC in connection with any matter, nor have any further voting rights except as to constitute certain matters provided herein or as deemed necessary or appropriate by the Board of Managers; provided that at all times each Member shall have . To the right to elect, designate or appoint an equal number of Managers. The initial number of Managers shall be four, and each Member shall elect, designate or appoint two Managers. Each Manager elected, designated or appointed fullest extent permitted by a Member shall hold office until a successor is elected and qualified by such Member or until such Manager’s earlier death, resignation, expulsion or removal. A Manager need not be a Member. (b) Subject to matters requiring Member Approval or Prior Manager Approvallaw, the Board of Managers shall manage and control the business and affairs of the Company and shall possess all rights and powers as provided in the Act and otherwise by applicable law including the right be authorized to act on behalf ofof and to bind the LLC in all respects, without any further consent, vote or approval of the Members, and serve as an authorized signatory ofthe Board of Managers’ powers shall include, without limitation, the Companyauthority to negotiate, complete, execute and deliver any and all agreements, deeds, instruments, receipts, certificates and other documents on behalf of the LLC, and to take all such other actions on behalf of the LLC as the Board of Managers may consider necessary or advisable in connection with the management of the LLC, including, without limitation, the sole and exclusive right and power respecting the incurrence of indebtedness and the investment, voting and disposition of Common Stock. Any action or resolution of the Board of Managers shall require the consent of each member of the Board of Managers. Except as otherwise expressly provided for hereinin Sections 17 and 24 hereof, any action or consent of the Members required under this Agreement shall require the consent of each of the Initial Members and only the consent of the Initial Members. Each member of the Board of Managers is hereby designated as a “manager” of the LLC within the meaning of Section 18-101(10) of the Act. (b) Any member of the Board of Managers may resign at any time upon written notice to the Members, provided that prior to the effectiveness of any such resignation (or in the event of any other vacancy on the Board of Managers), the Initial Members shall provide for (i) the substitution of a new member of the Board of Managers designated by the same Initial Member that had designated the resigning (or previous) member of the Board of Managers (and all Initial Members hereby agree to take all actions necessary to designate such replacement designee) or (ii) the dissolution of the LLC. (c) Whenever any determination, evaluation, election, decision, approval, authorization, consent or other action is to the exercise be made, given or taken by the Board of Managers of all such powers and rights conferred on it by under this Agreement, the Act such determination, evaluation, election, decision, approval, authorization, consent or otherwise other action may be made, given, withheld or taken by applicable law with respect to the management and control of the Company. Except as otherwise expressly provided for herein or as required by the Act, no other Member shall have any power to act for, sign for or do any act that would bind the Company without the authorization of the Board of Managers. (c) Except as otherwise provided in this Agreement, the Board of Managers shall have the power in its sole and authority to delegate to one absolute discretion. All determinations, decisions and actions made or more other Persons its rights and powers to manage and control the business and affairs of the Company, including delegating such rights and powers to the Affiliates or agents of the Company or the Members. The Board of Managers may authorize any Persons (including any Member or Affiliate of a Member) to enter into any document on behalf of the Company, perform the obligations of the Company thereunder, and perform any action on behalf of the Company. Notwithstanding the foregoing, taken by the Board of Managers in accordance with this Agreement shall not have be conclusive and absolutely binding upon the power and authority to delegate any rights or powers (i) requiring Prior Manager ApprovalLLC, Member Approval or otherwise requiring the approval of the Members or (ii) customarily requiring the approval of the managing member of a Delaware limited liability companyand their respective successors, assigns and personal representatives. (d) The Managers shall, in Persons dealing with the performance of their duties, be protected fully in relying in good faith LLC are entitled to rely conclusively upon the records power and authority of the Company and upon such information, opinions, reports or statements presented to the Company by any Person Board of Managers as to matters any Manager reasonably believes is within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Companyherein set forth.

Board of Managers. Except as otherwise required by the Act, the business and affairs of the Company shall be managed by or under the direction of a Board of Managers (a) the “Board”). The Members may determine at any time by mutual agreement the Board shall consist of that number of Managers as determined from time to constitute time by resolution of the Board Board, but in no event exceed nine Managers, the number and identity of Managers; provided that at Managers as of the date of this Agreement is as set forth on Schedule C attached hereto, and this Agreement represents the approval, authorization and consent of all times each Member shall have Members as of the right date of this Agreement to elect, designate or appoint an equal number the election of Managerssuch individuals to serve as Managers hereunder. The initial number of Managers shall be fourelected by the Majority Members present in person or represented by proxy at a regular or special meeting of the Managers and entitled to vote in the election of Managers at such meeting, and each Member shall elect, designate or appoint two Managerselected pursuant to a written consent in lieu of such meeting. Each Manager elected, designated or appointed by a Member elected shall hold office until a successor is duly elected and qualified by such Member or until such Manager’s his or her earlier death, resignation, expulsion resignation or removalremoval as hereinafter provided. A No Manager need not shall be required to be a Member. (b) Subject to matters requiring Member Approval or Prior Manager Approval, the Board of Managers shall manage and control the business and affairs of the Company and shall possess all rights and powers as provided in the Act and otherwise by applicable law including the right to act on behalf of, and serve as an authorized signatory of, the Company. Except as otherwise expressly provided for hereinin this Agreement, the Members hereby consent to the exercise by the Board of Managers of all such powers and rights conferred on it a “Manager” by this Agreement, the Act or otherwise by applicable law with respect to the management and control of the Company. Except Notwithstanding the foregoing and except as otherwise expressly provided for herein explicitly set forth in this Agreement, if a vote, consent or as approval of the Members is required by the ActAct or other applicable law with respect to any act to be taken by the Company (other than elections of Managers pursuant to this Section 6.1(a)) or matter considered by the Board, the Members agree that they shall be deemed to have consented to or approved such act or voted on such matter in accordance with the determination of the Board (acting as provided in this Agreement) on such act or matter. With the exception of any Member serving as an Officer of the Company or specifically authorized by the Board, no other Member Member, in his or its capacity as a Member, shall have any power to act for, sign for or do any act that would bind the Company without Company. The Board shall devote such time and effort to the authorization affairs of the Board Company it may deem appropriate for the oversight of Managers. (c) Except as otherwise provided in this Agreement, the Board of Managers shall have the power and authority to delegate to one or more other Persons its rights and powers to manage and control the business management and affairs of the Company, including delegating such rights and powers to . Without limiting the Affiliates or agents generality of the Company or the Members. The Board of Managers may authorize any Persons (including any Member or Affiliate of a Member) to enter into any document on behalf of the Company, perform the obligations of the Company thereunder, and perform any action on behalf of the Company. Notwithstanding the foregoing, the Board of Managers shall not have the power and authority to delegate any rights or powers all matters concerning (i) requiring Prior Manager Approvalthe allocation and Distribution of Profits and Losses, Member Approval or otherwise requiring and the approval return of capital among the Members or Holders, including the taxes thereon, and (ii) customarily requiring accounting procedures and determinations, and other determinations not specifically and expressly provided for by the approval terms of this Agreement, shall be determined by the managing member of a Delaware limited liability company. (d) The Managers shallBoard, in the performance of their duties, whose determination shall be protected fully in relying in good faith upon the records of the Company final and upon such information, opinions, reports or statements presented to the Company by any Person conclusive as to matters any Manager reasonably believes is within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of all the CompanyHolders.

Board of Managers. (a) The Members may determine at any time by mutual agreement the number of Managers to constitute the Board of Managers; provided that at all times each Member shall have the right to elect, designate or appoint an equal number of Managers. The initial number of Managers shall consist of five (5) members and shall have such powers as set forth in this Agreement. Four (4) of the members shall be fourappointed by the Charter Member (the "CHARTER BOARD MEMBERS") and one (1) of the members shall be appointed by the Special Member, if the Special Member is IXIS Financial Products Inc. or its Affiliate. Notwithstanding anything in this Agreement to the contrary or any duty (fiduciary or otherwise) that might otherwise have existed at law or in equity, and each to the fullest extent permitted by applicable law, (i) the IXIS Board Member shall electnot be deemed to owe any duty (including fiduciary duties) to any Member or any other Person (other than the Special Member), designate including without limitation in connection with (x) the business of the Company and its Subsidiaries, (y) any action by any Manager or appoint two Managers. Each Manager electedMember pursuant to this Agreement or (z) any approval or withholding of consent contemplated by this Agreement, designated (ii) whenever in this Agreement the IXIS Board Member is permitted or appointed by required to make a decision or to give or withhold approval or consent, the IXIS Board Member shall hold office until a successor is elected be entitled to act in its sole discretion and qualified by such in the interests of the Special Member, (iii) the IXIS Board Member shall not have any obligation to otherwise consider the interests of any of the other Members in exercising any rights pursuant to this Agreement and (iv) each of the IXIS Board Member, its officers and employees, and their respective agents and/or representatives shall not be liable to any Member or until such Manager’s earlier death, resignation, expulsion any other Person (other than the Special Member) for any action or removal. A Manager need not be a Memberinaction in connection with this Agreement. (b) Subject The Charter Member or Special Member, as the case may be, may appoint any alternate for each member appointed to matters requiring the Board of Managers who shall have the powers of the Board of Managers member in his absence or inability to serve. The Charter Member Approval or Prior Manager ApprovalSpecial Member, as the case may be, shall have the sole power to remove any member or alternate member of the Board of Managers appointed by it, by delivery of written notice to the other Member of such removal. Vacancies on the Board of Managers shall manage and control be filled by the business and affairs of the Company and shall possess all rights and powers as provided in the Act and otherwise by applicable law including the right to act on behalf of, and serve as an authorized signatory of, the Company. Except as otherwise expressly provided for herein, the Members hereby consent to the exercise by Member which appointed the Board of Managers of all such powers and rights conferred on it by this Agreement, member previously holding the Act or otherwise by applicable law with respect to the management and control of the Company. Except as otherwise expressly provided for herein or as required by the Act, no other Member shall have any power to act for, sign for or do any act that would bind the Company without the authorization of the Board of Managersposition which is then vacant. (c) Except The Board of Managers, shall (but shall not be obligated notwithstanding any fiduciary duty it may have to the Company, the Members or the creditors of the Company), in its sole discretion, be entitled to call upon the Members to make loans to the Company on a pro rata basis in accordance with their Percentage Interests and on such terms as otherwise provided shall be determined by the Board of Managers, in lieu of calling for Additional Capital pursuant to Section 4.2. Notwithstanding the authority of the Board of Managers to call upon the Members to make loans pursuant to this Section 7.2(c), no Member shall be obligated to make such loans to the Company. (d) Subject to Section 7.2(f) and Section 7.2(g) each Board of Managers member shall be entitled to cast one vote with respect to any decision made by the Board of Managers, PROVIDED that the members who are actually present at a meeting of the Board of Managers shall be entitled to cast the vote of a member not present at such meeting, with the written consent of such non-attending member on whose behalf a vote is being cast. (e) The Board of Managers shall meet at least once each quarter at the offices of the Company (unless such meeting shall be waived by all members thereof) or on the call of either the Charter Member or Special Member or three members of the Board of Managers upon 10 days' notice to the Members and all members of the Board of Managers by telephone, electronic mail, telecopy (with receipt confirmed by sender's fax machine). An agenda for each meeting shall be prepared in advance by the Member or the members of the Board of Managers who called the meeting. Three members of the Board of Managers shall constitute a quorum, except in such cases as stipulated in Section 7.2(f) or Section 7.2(g) when the consent of the IXIS Board Member or the Special Member, as the case may be, is required for the proposed action to be taken, in which case a quorum shall only be deemed to be present if the IXIS Board Member or the Special Member, as the case may be, is also present. Subject to Section 7.2(f) and Section 7.2(g), the vote of a majority of the members of the Board of Managers shall be required for all actions of the Board of Managers and for all matters on which the Board of Managers can act under this Agreement. The Board of Managers may act without a meeting if the action taken is approved in advance in writing by a majority of the Members including the IXIS Board Member or the Special Member, as the case may be, where the consent of the IXIS Board Member or the Special Member, as the case may be, is required pursuant to Section 7.2(f) or Section 7.2(g). (f) Notwithstanding anything to the contrary set forth in this Agreement, the Board of Managers shall have not, without the power consent of the IXIS Board Member (unless and authority to delegate the extent that the Special Member's right to select a member of the Board of Managers has been terminated (and not reinstated) under Section 4.2(c)), which may be granted in its sole and absolute discretion, cause the Company to: (i) amend, waive or otherwise modify, or terminate, this Agreement or the Administrative Services Agreement, PROVIDED that the Board of Managers may amend this Agreement to reflect the rights of Additional Units or Other Equity permitted to be issued under this Agreement, subject only to the consent of the IXIS Board Member as to the form of such amendment and, notwithstanding anything to the contrary contained herein, the Special Member may not withhold its consent based on the substance of such amendment; (ii) approve the budget under the Administrative Services Agreement for any calendar year if the aggregate amount in such budget exceeds 110% of the aggregate amount in the budget for the immediately preceding calendar year, PROVIDED that if such immediately preceding calendar year is less than a full calendar year, the calculation shall be based on the annualized amount set forth in the budget for such immediately preceding calendar year; or approve any expenditures under the budget as then in effect for any calendar year under the Administrative Services Agreement if the aggregate expenditures under such budget would exceed 110% of the aggregate amount originally set forth in such budget. (iii) change the lines of business of the Company or any of its Subsidiaries to any lines of business other than a line of business specified in Section 3.1 of this Agreement; (iv) sell, assign or transfer assets of the Company or any of its Subsidiaries (including equity interests in Centerbrook or any other Subsidiary of the Company) outside the ordinary course of business, except to the extent permitted under the Warrant Agreement or in connection with a Forced Sale permitted under clause (xiv) below; (v) merge or consolidate with, or convert into, another Entity or acquire the assets of another Entity other than the acquisition of investments made by Centerbrook or other Subsidiaries which investments are related to the Credit Enhancement Business; (vi) issue to the Charter Member or its Affiliates additional Units or Other Equity which are senior in any respect to the Units owned by the Special Member; (vii) permit any transactions between (x) the Company and/or Centerbrook or any other Subsidiary of the Company on the one hand and (y) the Charter Member or more any of its Affiliates (other Persons than the Company and its wholly-owned Subsidiaries) or any non-wholly-owned Subsidiary of the Company on the other hand, unless such transaction is on arm's length terms no less favorable than that which could be obtained from an independent third party, other than the Administrative Services Agreement and the issuance of Units to the Charter Member in accordance with the terms hereof; (viii) issuance of any equity interest in Centerbrook or any other Subsidiary of the Company to the Charter Member or any of its Affiliates (other than the Company or any of its Subsidiaries); (ix) file a petition in bankruptcy or consent to the institution of a bankruptcy proceeding with respect to, or otherwise permit the liquidation, dissolution or winding up of, the Company, Centerbrook or any of its Subsidiaries, except in connection with a Forced Sale permitted under clause (xiv) below; (x) appoint any successor Administrator under the Administrative Services Agreement (or appoint any Person to fulfill any of the obligations or duties contained in the Administrative Services Agreement) or consent to the assignment by the Administrator of its rights and powers obligations under the Administrative Services Agreement; (xi) transfer or assign its obligations under the Centerbrook Operating Agreement; (xii) permit any changes to manage the Capital Model that could permit at any time the ratio of (x) the aggregate amount of equity capital contributed to Centerbrook up to such time DIVIDED BY (y) the aggregate notional amount of all CDS (as defined in the Centerbrook Operating Agreement) in the CDS Program (as defined in the Centerbrook Operating Agreement) at such time to be lower than 0.05; (xiii) form or acquire, or permit any of its Subsidiaries to form or acquire, any non-wholly-owned Subsidiaries to the extent that any ownership interest therein is held by CharterMac or any of its Affiliates (other than the Company or any of its wholly-owned Subsidiaries); (xiv) sell all or substantially all of the assets and control the business and affairs properties of the Company, including delegating such rights and powers PROVIDED that, subject to the Affiliates or agents rights of the Special Member under Section 4.01(c) of the Warrant Agreement, the Company or shall be permitted to enter into a Forced Sale without such consent at any time after the Members. The fifth anniversary of the date hereof so long as the Company shall have provided written notice thereof to the "Holders" (as defined in the Warrant Agreement), which notice shall set forth the consideration (including amount and type) and the other terms and conditions thereof, at least 20 days prior to the consummation thereof; and (xv) at any time that the Board of Managers may authorize any Persons (including any Member consists of three or Affiliate more members that are also employees of a Member) to Holdings, enter into any document on behalf employment agreement, profits interests agreement, incentive plan agreement or any other employment related agreement with any employee or prospective employee of the Company. (g) Notwithstanding anything to the contrary set forth in this Agreement, perform at any time that the obligations Special Member's right to select a member of the Company thereunder, Board of Managers has been terminated (and perform any action on behalf of the Company. Notwithstanding the foregoingnot reinstated) under Section 4.2(c), the Board of Managers shall not have not, without the power consent of the Special Member, which may be granted in its sole and authority to delegate any rights or powers absolute discretion, cause the Company to: (i) requiring Prior Manager Approvalamend, Member Approval waive or otherwise requiring modify this Agreement or the approval Administrative Services Agreement, PROVIDED that the Board of Managers may amend this Agreement to reflect the rights of Additional Units or Other Equity permitted to be issued under this Agreement, subject only to the consent of the Members or Special Member as to the form of such amendment and, notwithstanding anything to the contrary contained herein, the Special Member may not withhold its consent based on the substance of such amendment; (ii) customarily requiring change the approval lines of the managing member of a Delaware limited liability company. (d) The Managers shall, in the performance of their duties, be protected fully in relying in good faith upon the records business of the Company and upon such informationor any of its Subsidiaries to any lines of business other than a line of business specified in Section 3.1 of this Agreement; (iii) sell, opinions, reports assign or statements presented transfer assets of the Company or any of its Subsidiaries (including equity interests in Centerbrook or any other Subsidiary of the Company) to CharterMac or any of its Affiliates; (iv) issue to the Charter Member or its Affiliates additional Units or Other Equity which are senior in any respect to the Units owned by the Special Member; (v) permit any transactions between (x) the Company and/or Centerbrook or any other Subsidiary of the Company on the one hand and (y) the Charter Member or any of its Affiliates (other than the Company and its wholly-owned Subsidiaries) or any non-wholly-owned Subsidiary of the Company on the other hand, unless such transaction is on arm's length terms no less favorable than that which could be obtained from an independent third party, other than the Administrative Services Agreement and the issuance of Units to the Charter Member in accordance with the terms hereof; (vi) issuance of any equity interest in Centerbrook or any other Subsidiary of the Company to the Charter Member or any of its Affiliates (other than the Company or any of its Subsidiaries); (vii) form or acquire, or permit any of its Subsidiaries to form or acquire, any non-wholly-owned Subsidiaries to the extent that any ownership interest therein is held by CharterMac or any Person of its Affiliates (other than the Company or any of its wholly-owned Subsidiaries); (viii) sell all or substantially all of the assets and properties of the Company, PROVIDED that, subject to the rights of the Special Member under Section 4.01(c) of the Warrant Agreement, the Company shall be permitted to enter into a Forced Sale without such consent at any time after the fifth anniversary of the date hereof so long as the Company shall have provided written notice thereof to matters the "Holders" (as defined in the Warrant Agreement), which notice shall set forth the consideration (including amount and type) and the other terms and conditions thereof, at least 20 days prior to the consummation thereof; and (ix) at any Manager reasonably believes is within such time that the Board of Managers consists of three or more members that are also employees of Holdings, enter into any employment agreement, profits interests agreement, incentive plan agreement or any other Person’s professional employment related agreement with any employee or expert competence and who has been selected with reasonable care by or on behalf prospective employee of the Company.

Board of Managers. (a) The Members may determine at any time by mutual agreement Except as otherwise provided herein, the number management, control and operation of Managers to constitute the Board of Managers; provided that at all times each LLC shall be vested exclusively in the Board, and no Member shall have the any right to elect, designate participate in or appoint an equal number of Managers. The initial number of Managers shall be four, and each Member shall elect, designate exercise control or appoint two Managers. Each Manager elected, designated or appointed by a Member shall hold office until a successor is elected and qualified by such Member or until such Manager’s earlier death, resignation, expulsion or removal. A Manager need not be a Member. (b) Subject to matters requiring Member Approval or Prior Manager Approval, the Board of Managers shall manage and control management power over the business and affairs of the Company LLC. (b) The Board has, subject to the terms of this Agreement, general supervision, direction and control of the business of the LLC. The Board shall possess all rights and powers as provided in have, subject to the Act and otherwise by applicable law including the right to act on behalf of, and serve as an authorized signatory ofterms of this Agreement, the Companygeneral powers and duties (including fiduciary duties) typically applicable to the board of directors of a corporation and all other powers and duties over the LLC and its business. Except as otherwise expressly provided for herein, the Members hereby consent Board shall have full power and authority and absolute discretion to do all things deemed necessary or desirable by it to conduct the exercise by business of the Board LLC on behalf and in the name of Managers of all such powers and rights conferred on it by this Agreementthe LLC, the Act or otherwise by applicable law including, without limitation, with respect to the management of, and control the exercise of, all voting rights associated with the LLC's ownership of securities (including, without limitation, the nomination, voting and appointment of directors and officers) and other investments in and/or loans to the LLC and its controlled Affiliates or employees of the Company. Except as otherwise expressly provided for herein or as required by LLC and its controlled Affiliates (including, without limitation, determining the Act, no other Member shall have any power to act for, sign for or do any act that would bind the Company without the authorization timing and terms of the Board disposition of Managersany securities, other investment or loan). (c) Except as expressly provided otherwise provided in this AgreementAgreement or the LLC Act, the Board of Managers shall have sole power and authority to act on all matters that require the approval of the Members (so that the approval of the Board shall constitute all required Member approval) and no Member shall have any right to vote on such matter and such acts shall be subject only to the approval of the Board (and such approval shall be valid for all purposes of the LLC Act). Any merger or consolidation of the LLC with or into any other Person or the sale of all or substantially all the assets of the LLC shall be subject to the approval of the Board and the approval of a majority in interest of the Members holding Common Units (and such approval shall be valid for all purposes of the LLC Act). Each Authorized Person has the power and authority to delegate bind the LLC with respect to one or more any matter that has been authorized in accordance with this Agreement and no Member (other Persons than the Member in its rights and powers to manage and control the business and affairs of the Company, including delegating such rights and powers to the Affiliates or agents of the Company or the Members. The Board of Managers may authorize any Persons (including any Member or Affiliate of a Membercapacity as an Authorized Person) to enter into any document on behalf of the Company, perform the obligations of the Company thereunder, and perform any action on behalf of the Company. Notwithstanding the foregoing, the Board of Managers shall not have the power and or authority to delegate bind the LLC on any rights or powers (i) requiring Prior Manager Approval, Member Approval or otherwise requiring the approval of the Members or (ii) customarily requiring the approval of the managing member of a Delaware limited liability companymatter. (d) The authorized number of individuals on the Board shall be such number as determined from time to time by the Board in accordance with this paragraph (d) and shall initially be six. Each individual on the Board is referred to herein as a "Manager". The Board may from time to time determine to increase its size for the purpose of adding additional independent Managers shall(in addition to the one specified in paragraph (e) below); provided, that WCAS IX shall have the right to designate one additional Manager (in addition to the three specified in paragraph (e) below) for each additional independent Manager added as aforesaid. (e) The Board shall be comprised of (i) three Managers (or such greater number as determined in accordance with paragraph (d) above) designated by WCAS IX, who shall initially be ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, D. ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇, (ii) one Manager designated by FFT, who shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇, (iii) the President and Chief Executive Officer and (iv) one independent Manager (or such greater number as shall have been determined by the Board pursuant to paragraph (d) above) designated by a majority in interest of the Members holding Common Units. The right of each of WCAS IX and FFT to designate Manager(s) as aforesaid shall continue for so long as each such party or any of its Affiliate Transferees, respectively, continues to be a Member. (f) If a Member is no longer entitled to designate a Manager(s) pursuant to clauses (i) or (ii) of paragraph (e) above, then the Manager(s) designated by such Member shall immediately resign or otherwise be removed by the Board and a majority in interest of the Members holding Common Units shall be entitled to designate such Manager(s). (g) The Board shall have the authority to designate members to the boards of directors or other governing bodies of any entity for which the Company shall have the right to do so. (h) Committees of the Board shall be created only upon the approval of a majority of the members of the Board; provided, that subject to paragraph (e) above, a minimum of one Manager designated by WCAS IX shall be entitled to serve on each such committee (unless the Managers designated by WCAS IX waive such requirement). (i) Any Manager designated by a Member as set forth above may be removed from the Board with or without cause only by such designating Member and replaced by the Member so removing its designee. (j) Meetings of the Board and any committee thereof shall be held at the principal office of the LLC or at such other place as may be determined by the Board or such committee. Regular meetings of the Board shall be held on such dates and at such times as shall be determined by the Board. Special meetings of the Board or any committee thereof may be called by a majority of the Managers on the Board or such committee on at least five days' prior written notice to the other Managers, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Board or any committee at any meeting (as opposed to by written consent), however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if, either before, at or after the meeting, any Manager as to whom notice was improperly provided signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions taken by the Board or any committee thereof may be taken by vote of the Board or of such committee at a meeting of the Managers (or, in the performance case of their dutiesa committee, be protected fully the Managers that are members thereof) or by written consent so long as such consent is signed by all the Managers (or, in relying in good faith upon the records case of a committee, all the Managers that are members thereof). A meeting of the Company and upon such information, opinions, reports Board or statements presented any committee thereof may be held by conference telephone or similar communications equipment by means of which all individuals participating in the meeting can be heard. (k) Each Manager shall have one vote on all matters submitted to the Company Board or any committee thereof on which such Manager serves (whether the consideration of such matter is taken at a meeting or by any Person written consent). Except as to matters any Manager reasonably believes is within such other Person’s professional otherwise provided herein, the affirmative vote (whether by proxy or expert competence and who has been selected with reasonable care by or on behalf otherwise) of Managers holding a majority of the Companyvotes of all Managers shall constitute the act of the Board if taken-at a meeting. Except as otherwise provided by the Board when establishing any committee, the affirmative vote (whether by proxy or otherwise) of members of such committee holding a majority of the votes of all members of such committee shall constitute the act of such committee if taken at a meeting.

Board of Managers. (a) The business and affairs of the Company shall be managed by the Members may determine at any time by mutual agreement the number of Managers to constitute acting through their respective representatives on the Board of Managers; Managers (the “Board”). Except as otherwise provided by this Agreement, the Board shall have the full and exclusive right, power and authority to oversee the Company, to manage its business and affairs and to do all such lawful acts that at all times each Member are not, by the Act, the Certificate of Formation or this Agreement directed or required to be exercised or done by the Members, and in so doing the Board shall have the right and authority to electtake all actions which the Board deems necessary, designate useful or appoint an equal number appropriate for the management and conduct of Managersthe business of the Company. The initial number of Managers shall be four, and each Member shall elect, designate or appoint two Managers. Each Manager elected, designated or appointed by a Member shall hold office until a successor is elected and qualified by such No Member or until such Manager’s earlier death, resignation, expulsion or removal. A Manager need not be a Member. (bacting individually) Subject shall have the authority to matters requiring Member Approval or Prior Manager Approval, the Board of Managers shall manage and control the business and affairs of the Company and shall possess all rights and powers as provided in the Act and otherwise by applicable law including the right to act or contract for or incur on behalf ofof the Company any debts, liabilities or other obligations or bind the Company, except as expressly permitted by this Agreement or required by the Act. (b) The Board shall consist of four (4) individuals (each, a “Manager”), unless a different number is unanimously approved by the Board, three (3) of whom shall be designated from time to time by Albany (each Manager designated by Albany, an “Albany Manager”) and serve as an authorized signatory ofone (1) of whom shall be designated from time to time by Safran (the Manager designated by Safran, the Company“Safran Manager”). Albany hereby designates ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ as the initial Albany Managers. Safran hereby designates ▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇ as the initial Safran Manager. (c) Each Manager shall be entitled to one (1) vote in all matters submitted to the Board for a vote. Except as otherwise expressly provided for hereinspecified in this Agreement, including Section 5.02, decisions and actions of the Members hereby consent Board shall require approval by a simple majority of Manager votes present at a meeting at which a quorum is present. (d) Any Manager may resign as such at any time upon written notice to the exercise Company. Such resignation shall be made in writing and shall take effect at the time specified therein or, if no time is specified therein, at the time of its receipt by the Board. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. (e) Each Manager shall hold office until his or her successor is designated, or until his or her death, resignation or removal. Any Manager may be removed, with or without cause, at any time by the Member who designated such Manager and in no other circumstances; provided, however, that any Manager may be removed by the Board of Managers for Cause. The applicable Member may designate a new Manager to fill any vacancy created by any resignation, death or removal of all any Manager designated by such powers and rights conferred on it by this AgreementMember. In connection with each designation or removal of a Manager, the Act Member making such designation or otherwise by applicable law with respect removal shall give notice to the management Company and control the other Members. Any such removal or designation shall be effective as of the Company. Except as otherwise expressly provided for herein date such notice is given to the Members or as required by the Act, no any other Member shall have any power to act for, sign for or do any act that would bind the Company without the authorization of the Board of Managerslater date specified in such notice. (cf) Except as otherwise provided in this Agreement, The Company or the Board of Managers shall have the power and authority to delegate to one or more other Persons its rights and powers to manage and control the business and affairs applicable Subsidiary of the Company, as the case may be, shall reimburse each Manager for all reasonable out-of-pocket expenses incurred by such Manager in connection with his or her attendance at meetings of the Board, any committees thereof, or the board of directors or similar governing body of any of the Company’s Subsidiaries or any committees thereof, including delegating such rights reasonable travel, lodging and powers to meal expenses. (g) The Company and its Subsidiaries shall obtain customary director and officer indemnity insurance on commercially reasonable terms, which insurance shall cover each Manager and the Affiliates members of the board of directors or agents similar governing body of each Subsidiary of the Company. (h) Each Manager shall inform the Board promptly upon learning of any threatened or pending lawsuit, administrative proceeding or review against the Company or any Manager or officer (in their capacities as such) of the Company or the Members. The Board of Managers may authorize to which any Persons (including any Member or Affiliate of a Member) to enter into any document on behalf of the Company, perform the obligations assets of the Company thereunderis subject, and perform any action on behalf of or relating to the Company. Notwithstanding transactions contemplated by this Agreement or the foregoing, the Board of Managers shall not have the power and authority to delegate any rights or powers (i) requiring Prior Manager Approval, Member Approval or otherwise requiring the approval of the Members or (ii) customarily requiring the approval of the managing member of a Delaware limited liability company. (d) The Managers shallconsummation thereof, in the performance of their duties, each case that could reasonably be protected fully in relying in good faith expected to have a material adverse effect upon the records of the Company and upon such informationits Subsidiaries, opinionstaken as a whole; provided, reports that a Manager shall not be required to so inform the Board where doing so would waive attorney-client privilege or statements presented contravene any Law or any contract entered into prior to the Company Agreement Date; provided, further, that such Manager and, if applicable, the Member that shall have designated such Manager, shall use commercially reasonable efforts, including by any Person as entering into a joint defense or common interest agreement, to matters any permit such Manager reasonably believes is within to so inform the Board without loss of such other Person’s professional privilege or expert competence and who has been selected with reasonable care by contravention of such Law or on behalf of the Companycontract.

Board of Managers. (a) The Members Board of Managers shall consist of not less than one nor more than nine Persons. As of the date hereof, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ shall be the members of the Board of Managers. The Board of Managers shall be elected from time to time by the Members. At all times, a majority of the Managers shall be residents of the United States. A Manager may determine resign at any time by mutual agreement giving written notice to all the number of Managers to constitute the Board of Managers; provided that at all times each Member shall have the right to elect, designate or appoint an equal number of Managers. The initial number of Managers shall be four, and each Member shall elect, designate or appoint two ManagersMembers. Each Manager elected, designated or appointed by a Member shall hold office until a successor is shall have been duly elected or appointed and shall have qualified by such Member or until such Manager’s earlier death, resignationDisability, expulsion resignation or removalremoval in the manner provided in this Agreement. A Manager need not may be a Memberremoved by the other Managers or by the Members with or without Cause. Vacancies in the Board of Managers may be filled by the remaining Managers. (b) Subject to matters requiring Member Approval The Board of Managers shall hold regular meetings as it deems appropriate, which meetings shall be held at the Company’s principal office or Prior Manager Approval, such other place in the United States as the Board of Managers shall manage and control the business and affairs determine. A majority of the Company and shall possess all rights and powers as provided Managers, whether present in person or by telephone in the Act and otherwise by applicable law including the right same manner as permitted under Section 5.8, shall constitute a quorum at any meeting to act on behalf of, and serve as an authorized signatory of, the Company. Except as otherwise expressly provided for herein, the Members hereby consent to the exercise by the Board of Managers as provided hereunder. Any action requiring the vote, consent or approval of the Board of Managers may be taken (i) at a meeting by an affirmative vote of a majority of the Managers present at such meeting or (ii) without a meeting if a consent in writing, setting forth the action so taken, is signed by all such of the Managers. In addition to the general powers given to the Board of Managers by law and rights conferred on it by this Agreement, the Act or otherwise by applicable law with respect to the management and control of the Company. Except except as otherwise expressly provided for herein or as required limited by the Act, no other Member shall have any power to act for, sign for or do any act that would bind the Company without the authorization provisions of the Board of Managers. (c) Except as otherwise provided in this Agreement, the Board of Managers shall have the power to engage in all activities and authority transactions as may be necessary or desirable, in the sole discretion of the Board of Managers, in order to delegate to one or more other Persons its rights and powers to manage and control carry out the business and affairs of the Company, including delegating such rights and powers to the Affiliates or agents of the Company or the Members. The Board of Managers may authorize any Persons (including any Member or Affiliate of a Member) to enter into any document all on behalf of the Company, perform including, without limitation, the following: (i) to purchase or otherwise acquire, lease as lessee or lessor, invest in, hold, use, encumber, sell, exchange, transfer, and dispose of property of any description or any interest in property of any description; (ii) to enter into, amend or terminate contracts; (iii) to form or acquire the control of other domestic or foreign limited liability companies; (iv) to be a shareholder, partner, member, associate, or participant in other profit or nonprofit enterprises or ventures; (v) to conduct the Company’s affairs in Ohio and elsewhere; (vi) to borrow money, including from a Member of the Company; (vii) to issue, sell and pledge the Company’s notes, bonds, and other evidences of indebtedness; (viii) to secure any of the Company’s obligations by mortgage, pledge, or deed of trust of all or any of the Company’s property; (ix) to guarantee or secure the obligations of any person; (x) to open, maintain and close bank accounts and draw checks or other orders for the payment of money; (xi) to make such elections under the Code and Regulations and other relevant tax laws as to the treatment of items of Company thereunderincome, gain, loss, deduction and credit, and perform any action on behalf of the Company. Notwithstanding the foregoing, as to all other relevant matters as the Board of Managers shall not have deem necessary, and select the power method of accounting and authority bookkeeping procedures to delegate any rights or powers (i) requiring Prior Manager Approval, Member Approval or otherwise requiring be used by the approval of the Members or (ii) customarily requiring the approval of the managing member of a Delaware limited liability company.Company; and (dxii) The Managers shall, to do all things permitted by law and exercise all authority within or incidental to the purposes stated in the performance Articles of their duties, be protected fully in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters any Manager reasonably believes is within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the CompanyOrganization.