Common use of Management and Control Clause in Contracts

Management and Control. (a) The sole Member, in its capacity as such: (i) shall not participate in the management or control of the business of, or transact any business for or on behalf of, the Company; (ii) shall have no voting rights, except as specifically provided in this Agreement; and (iii) shall have no power to sign for or bind the Company, The Sole Member shall, however, have the approval rights expressly set forth elsewhere in this Agreement or specifically required by the Act. (b) Except as otherwise specifically provided in this Agreement, the Manager shall have full authority and responsibility and exclusive and complete discretion in the management, control, operation and disposition of the business and assets of the Company for the purposes herein stated, shall make all decisions affecting the Company’s business and assets and shall have full, complete and exclusive discretion to take any and all actions that the Company is authorized to take and to make all decisions with respect thereto. The Manager may appoint a President, one or more Vice Presidents, a Treasurer and a Secretary and such other officers as the Manager shall deem appropriate, each of which officers may, to the extent provided by the Manager, have the powers attendant to a similar officer of a Delaware corporation. Except as otherwise provided by the Act, the Manager shall not be personally liable for any of the debts, liabilities, obligations or contracts of the Company, nor shall the Manager, in its capacity as such, be required to contribute or lend any funds to the Company. (c) Subject to the express provisions of this Agreement, the Manager shall have the authority to execute on behalf of the Company, as its authorized signatory, such agreements, contracts, instruments and other documents a s it s hall from time to time approve, such approval to be conclusively evidenced by its execution and delivery of any of the foregoing, including, without limitation: (i) checks, drafts, notes and other negotiable instruments; (ii) deeds of trust and assignments of rights; (iii) contracts for the sale of assets or relating to consulting, advisory or management services, deeds, leases, assignments and bills of sale; and (iv) loan agreements, mortgages, security agreements, pledge agreements and financing statements. The signature of the Manager on any such instrument, agreement, contract, lease, conveyance or document, or upon any check, draft, note or other negotiable instrument, shall be sufficient to bind the Company in respect thereof and shall conclusively evidence the authority of the Manager with respect thereto, and no third person need look to the application of funds or authority to act or require the joinder or consent of any other party.

Management and Control. (a) The sole MemberSubject to Section 2.01(e), the Company shall be managed by a “board of managers” (the “Board of Managers”), which shall have the right, power and authority to conduct the business and affairs of the Company (whether for the Company itself or where the Company is acting in its capacity as such: (ia direct or indirect member, partner or owner of any other company or partnership) shall not participate in the management or control of and do all things necessary to carry on the business of, or transact any business for or on behalf of, the Company; (ii) shall have no voting rights, except as specifically provided in this Agreement; and (iii) shall have no power to sign for or bind of the Company, The Sole Member shalland, howeversubject to Section 2.01(e), have is hereby authorized to take any action of any kind and to do anything and everything the approval rights expressly set forth elsewhere Board of Managers deems necessary or appropriate in accordance with the provisions of this Agreement or specifically required by the Actand applicable law. (b) Except as otherwise specifically provided in this AgreementSubject to Section 2.01(e), the Manager Board of Managers shall have the full authority and responsibility and exclusive right, power and complete discretion in the management, control, operation and disposition of the business and assets authority to act on behalf of the Company for the purposes herein stated, shall make all decisions affecting the Company’s business and assets and shall have full, complete and exclusive discretion to take any and all actions that (whether the Company is acting in its own behalf or in its capacity as a direct or indirect member, partner or owner of any other company). (c) The Board of Managers is hereby authorized to take and to make all decisions with respect thereto. The Manager may appoint one or more officers of the Company (each, an “Officer”), including, without limitation, a President, a Secretary, one or more Vice Presidents and one or more Assistant Secretaries and Assistant Vice Presidents, a Treasurer and a Secretary and . Each such other officers as the Manager shall deem appropriate, each of which officers may, to the extent provided by the Manager, have the powers attendant to a similar officer of a Delaware corporation. Except as otherwise provided by the Act, the Manager shall not be personally liable for any of the debts, liabilities, obligations or contracts of the Company, nor shall the Manager, in its capacity as such, be required to contribute or lend any funds to the Company. (c) Subject to the express provisions of this Agreement, the Manager Officer shall have delegated to him or her the authority and power to execute and deliver on behalf of the CompanyCompany (and to cause the Company to perform) any and all such contracts, as its authorized signatorycertificates, such agreements, contracts, instruments and other documents documents, and to take any such action, as the Board of Managers deems necessary or appropriate, all as may be set forth in a s it s hall from time written delegation of authority executed by the Board of Managers. In addition, unless the Board of Managers decides otherwise, if the title given to time approvesuch Officer is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such approval title shall constitute the delegation to be conclusively evidenced by its execution and delivery of any such person of the foregoing, including, without limitation: (i) checks, drafts, notes authorities and other negotiable instruments; (ii) deeds of trust and assignments of rights; (iii) contracts for the sale of assets or relating to consulting, advisory or management services, deeds, leases, assignments and bills of sale; and (iv) loan agreements, mortgages, security agreements, pledge agreements and financing statementsduties that are normally associated with that office. The signature Officers shall serve at the pleasure of the Manager on Board of Managers, and the Board of Managers may remove any person as an Officer and/or appoint additional persons as Officers, as the Board of Managers deems necessary or desirable. Any person or entity dealing with the Company may conclusively presume that an Officer specified in such instrumenta written delegation of authority who executes a contract, certificate, agreement, contractinstrument or other document on behalf of the Company has the full power and authority to do so and each such document shall, leasefor all purposes, conveyance or documentbe duly authorized, executed and delivered by the Company upon execution by such Officer. (d) As of the date hereof, the individuals set forth on Schedule A to this Agreement are hereby appointed to the offices of the Company set forth opposite their names. (e) Notwithstanding anything to the contrary herein, none of the Company and its Managers and Officers shall take any action, or upon enter into any checkarrangement or contract to do any action, draft, note or other negotiable instrument, shall be sufficient to bind that would require the Company in respect thereof and shall conclusively evidence the authority approval of the Manager with respect theretoBoard of Managers and/or the members of the Company’s ultimate holding company under the organizational documents of the Company’s ultimate holding company or entity, and no third person need look to unless the application requisite approval of funds such Board of Managers or authority to act or require the joinder or consent of any other partymembers has been obtained.

Management and Control. (a) The sole Member, in its capacity as such: (i) shall not participate in the management or control of the business of, or transact any business for or on behalf of, the Company; (ii) shall have no voting rights, except as specifically provided in this Agreement; and (iii) shall have no power to sign for or bind the Company, . The Sole Member shall, however, have the approval rights expressly set forth elsewhere in this Agreement or specifically required by the Act. (b) Except as otherwise specifically provided in this Agreement, the Manager shall have full authority and responsibility and exclusive and complete discretion in the management, control, operation and disposition of the business and assets of the Company for the purposes herein stated, shall make all decisions affecting the Company’s business and assets and shall have full, complete and exclusive discretion to take any and all actions that the Company is authorized to take and to make all decisions with respect thereto. The Manager may appoint a President, one or more Vice Presidents, a Treasurer and a Secretary and such other officers as the Manager shall deem appropriate, each of which officers may, to the extent provided by the Manager, have the powers attendant to a similar officer of a Delaware corporation. Except as otherwise provided by the Act, the Manager shall not be personally liable for any of the debts, liabilities, obligations or contracts of the Company, nor shall the Manager, in its capacity as such, be required to contribute or lend any funds to the Company. (c) Subject to the express provisions of this Agreement, the Manager shall have the authority to execute on behalf of the Company, as its authorized signatory, such agreements, contracts, instruments and other documents a s as it s hall shall from time to time approve, such approval to be conclusively evidenced by its execution and delivery of any of the foregoing, including, without limitation: (i) checks, drafts, notes and other negotiable instruments; (ii) deeds of trust and assignments of rights; (iii) contracts for the sale of assets or relating to consulting, advisory or management services, deeds, leases, assignments and bills of sale; and (iv) loan agreements, mortgages, security agreements, pledge agreements and financing statements. The signature of the Manager on any such instrument, agreement, contract, lease, conveyance or document, or upon any check, draft, note or other negotiable instrument, shall be sufficient to bind the Company in respect thereof and shall conclusively evidence the authority of the Manager with respect thereto, and no third person need look to the application of funds or authority to act or require the joinder or consent of any other party.

Management and Control. (a) The sole MemberCompany shall be managed by a "Board of Managers", which shall have the right, power and authority to conduct the business and affairs of the Company (whether for the Company itself or where the Company is acting in its capacity as such: (ia direct or indirect member, partner or owner of any other company or partnership) shall not participate in the management or control of and do all things necessary to carry on the business of, or transact any business for or on behalf of, the Company; (ii) shall have no voting rights, except as specifically provided in this Agreement; and (iii) shall have no power to sign for or bind of the Company, The Sole Member shall, however, have and is hereby authorized to take any action of any kind and to do anything and everything the approval rights expressly set forth elsewhere Board of Managers deems necessary or appropriate in accordance with the provisions of this Agreement or specifically required by the Actand applicable law. (b) Except as otherwise specifically provided in this Agreement, the Manager The Board of Managers shall have the full authority and responsibility and exclusive right, power and complete discretion in the management, control, operation and disposition of the business and assets authority to act on behalf of the Company for the purposes herein stated, shall make all decisions affecting the Company’s business and assets and shall have full, complete and exclusive discretion to take any and all actions that (whether the Company is acting in its own behalf or in its capacity as a direct or indirect member, partner or owner of any other company). (c) The Board of Managers is hereby authorized to take and to make all decisions with respect thereto. The Manager may appoint one or more officers of the Company (each, an "Officer"), including, without ------- limitation, a President, a Secretary, one or more Vice Presidents and one or more Assistant Secretaries and Assistant Vice Presidents, a Treasurer and a Secretary and . Each such other officers as the Manager shall deem appropriate, each of which officers may, to the extent provided by the Manager, have the powers attendant to a similar officer of a Delaware corporation. Except as otherwise provided by the Act, the Manager shall not be personally liable for any of the debts, liabilities, obligations or contracts of the Company, nor shall the Manager, in its capacity as such, be required to contribute or lend any funds to the Company. (c) Subject to the express provisions of this Agreement, the Manager Officer shall have delegated to him or her the authority and power to execute and deliver on behalf of the CompanyCompany (and to cause the Company to perform) any and all such contracts, as its authorized signatorycertificates, such agreements, contracts, instruments and other documents documents, and to take any such action, as the Board of Managers deems necessary or appropriate, all as may be set forth in a s it s hall from time written delegation of authority executed by the Board of Managers. In addition, unless the Board of Managers decides otherwise, if the title given to time approvesuch Officer is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such approval title shall constitute the delegation to be conclusively evidenced by its execution and delivery of any such person of the foregoing, including, without limitation: (i) checks, drafts, notes authorities and other negotiable instruments; (ii) deeds of trust and assignments of rights; (iii) contracts for the sale of assets or relating to consulting, advisory or management services, deeds, leases, assignments and bills of sale; and (iv) loan agreements, mortgages, security agreements, pledge agreements and financing statementsduties that are normally associated with that office. The signature Officers shall sever at the pleasure of the Manager on Board of Managers, and the Board of Managers may remove any person as an Officer and/or appoint additional persons as Officers, as the Board of Managers deems necessary or desirable. Any person or entity dealing with the Company may conclusively presume that an Officer specified in such instrumenta written delegation of authority who executes a contract, certificate, agreement, contract, lease, conveyance or document, or upon any check, draft, note instrument or other negotiable instrument, shall be sufficient to bind document on behalf of the Company in respect thereof has the full power and shall conclusively evidence the authority of the Manager with respect thereto, and no third person need look to the application of funds or authority to act or require do so and each such document shall, for all purposes, be duly authorized, executed and delivered by the joinder or consent of any other partyCompany upon execution by such Officer.

Management and Control. (a) The sole Member, in its capacity as such: ; (i) shall not participate in the management or control of the business of, or transact any business for or on behalf of, the Company; (ii) shall have no voting rights, except as specifically provided in this Agreement; and (iii) shall have no power to sign for or bind the Company, . The Sole Member shall, however, have the approval rights expressly set forth elsewhere in this Agreement or specifically required by the Act. (b) Except as otherwise specifically provided in this Agreement, the Manager shall have full authority and responsibility and exclusive and complete discretion in the management, control, operation and disposition of the business and assets of the Company for the purposes herein stated, shall make all decisions affecting the Company’s business and assets and shall have full, complete and exclusive discretion to take any and all actions that the Company is authorized to take and to make all decisions with respect thereto. The Manager may appoint a President, one or more Vice Presidents, a Treasurer and a Secretary and such other officers as the Manager shall deem appropriate, each of which officers may, to the extent provided by the Manager, have the powers attendant to a similar officer of a Delaware corporation. Except as otherwise provided by the Act, the Manager shall not be personally liable for any of the debts, liabilities, obligations or contracts of the Company, nor shall the Manager, ; in its capacity as such, be required to contribute or lend any funds to the Company. (c) Subject to the express provisions of this Agreement, the Manager shall have the authority to execute on behalf of the Company, as its authorized signatory, such agreements, contracts, instruments and other documents a s as it s hall shall from time to time approve, such approval to be conclusively evidenced by its execution and delivery of any of the foregoing, including, without limitation: ; (i) checks, drafts, notes and other negotiable instruments; (ii) deeds of trust and assignments of rights; (iii) contracts for the sale of assets or relating to consulting, advisory or management services, deeds, leases, assignments and bills of sale; and (iv) loan agreements, mortgages, security agreements, pledge agreements and financing statements. The signature of the Manager on any such instrument, agreement, contract, lease, conveyance or document, or upon any check, draft, note or other negotiable instrument, shall be sufficient to bind the Company in respect thereof and shall conclusively evidence the authority of the Manager with respect thereto, and no third person need look to the application of funds or authority to act or require the joinder or consent of any other party.

Management and Control. (a) The sole property, business and affairs of the Company shall be managed and conducted by the Member. The Company may only act and bind itself through actions of the Member, in its capacity as such: (i) shall not participate in or through the management or control actions of the business ofagents, officers and employees of the Company (as described in paragraph (b) below) if and to the extent authorized by this Agreement or transact by the Member in accordance with the provisions of this Agreement. The Member shall have the power to do any business and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or on behalf ofotherwise, possessed by a member under the laws of the state of Delaware. The Member shall be a “manager” (within the meaning of the Act) of the Company; (ii) shall have no voting rights, except as specifically provided . Notwithstanding any other provision in this Agreement; and (iii) , in no event shall have no power to sign for the Company or bind the Company, The Sole Member shall, however, have the approval rights expressly set forth elsewhere in this Agreement establish or specifically required by the Actappoint a board of directors or board of managers. (b) Except as otherwise specifically provided in this Agreement, the Manager shall have full authority The Member may (i) authorize by written action any person to enter into and responsibility and exclusive and complete discretion in the management, control, operation and disposition perform any agreement on behalf of the business and assets of the Company for the purposes herein statedCompany, shall make all decisions affecting the Company’s business and assets and shall have full, complete and exclusive discretion to take any and all actions that the Company is authorized to take and to make all decisions with respect thereto. The Manager may (ii) appoint a Chief Executive Officer and President, one or more Senior Vice Presidents, one or more Vice Presidents, a Treasurer Secretary, an Assistant Secretary, a Chief Financial Officer and a Secretary Chief Legal Officer with duties and powers described in this Section 4.1 and (iii) appoint individuals, with such other titles as it may select, as employees or officers as the Manager shall deem appropriate, each of which officers may, to the extent provided by the Manager, have the powers attendant to a similar officer of a Delaware corporation. Except as otherwise provided by the Act, the Manager shall not be personally liable for any of the debts, liabilities, obligations or contracts of the Company, nor shall the Manager, in its capacity as such, be required Company to contribute or lend any funds to the Company. (c) Subject to the express provisions of this Agreement, the Manager shall have the authority to execute act on behalf of the Company, with such power and authority as its authorized signatory, such agreements, contracts, instruments and other documents a s it s hall the Member may delegate from time to time approveto any such person (collectively, the “Authorized Signatories”). Any such persons, officers and employees, whether designated by the Member to act on behalf of the Company or otherwise, may be appointed or removed by the Member at any time and from time to time, with or without cause. Any officer may resign his or her office at any time by delivering a written resignation to the Member. Unless otherwise specified therein, such approval resignation shall take effect upon delivery. The officers shall have such powers and duties in the management of the Company as may be delegated to them by the Member or in this Agreement (unless such powers or duties shall be conclusively evidenced modified by the Member), except that in any event each officer shall exercise such powers and perform such duties as may be required by law. As of the date hereof, the officers of the Company shall be as set forth on Schedule B hereto. The Chief Executive Officer and President shall have primary responsibility for the management of the day-to-day business and affairs of the Company and shall have such other duties and powers as the Member may from time to time prescribe. Each Senior Vice President and Vice President shall perform such duties and have such powers as the Member may from time to time prescribe. The Chief Financial Officer shall have primary responsibility for all funds and securities of the Company and shall deposit all such funds to the credit of the Company in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of this Agreement; he shall disburse the funds of the Company as may be ordered by the Member, making proper vouchers for such disbursements; and, in general, he shall perform such other duties and have such other powers as the Member may from time to time prescribe. The Chief Legal Officer shall perform such duties as may from time to time be prescribed by the Member. The Secretary shall keep the records of all written actions of the Member and shall be the custodian of all contracts, deeds, documents and all other indicia of title to properties owned by the Company and of its execution other corporate records and delivery shall perform such other duties as may from time to time be prescribed by the Member. The Secretary shall properly maintain and file all books, reports, statements, certificates and all other documents and records required by law, the Certificate or by this Agreement. The Assistant Secretary, if any, shall, in the absence of the Secretary or in the event of the Secretary’s inability to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties as may be prescribed by the Member. (c) Any Person dealing with the Company, the Member or any of the foregoing, including, without limitation: (i) checks, drafts, notes and other negotiable instruments; (ii) deeds of trust and assignments of rights; (iii) contracts for Authorized Signatories may rely on a certificate signed by the sale of assets Member or relating to consulting, advisory or management services, deeds, leases, assignments and bills of sale; and (iv) loan agreements, mortgages, security agreements, pledge agreements and financing statements. The signature the Secretary of the Manager Company: i. as to the identity of the Member or an Authorized Signatory; ii. as to the existence or nonexistence of any fact or facts which constitute conditions precedent to acts by the Member or which are in any other manner germane to the affairs of the Company; iii. as to who is authorized to execute and deliver any instrument or document on behalf of the Company; iv. as to the authenticity of any such instrument, agreement, contract, lease, conveyance copy of this Agreement and amendments hereto; v. as to any act or document, or upon any check, draft, note or other negotiable instrument, shall be sufficient failure to bind act by the Company in or as to any other matter whatsoever involving the Company or the Member (solely with respect thereof and shall conclusively evidence to the activities of the Company); or vi. as to the authority of the Manager with respect theretoMember to act. (d) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (or such other person as may from time to time be designated by the Member for such purpose) is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and no third person need look to file any amendments and/or restatements of the application certificate of funds or authority to act or require formation of the joinder or consent of Company (and any amendments and/or restatements thereof); any other partycertificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business; any documents required to obtain a U.S. taxpayer identification number; and any documents otherwise required in order for the Company to conduct business. The execution, delivery and filing of the certificate of formation of the Company by ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and the certificate of amendment of the certificate of formation of the Company by ▇▇▇▇▇▇ ▇. L’Esperance, with the Secretary of State of the State of Delaware are hereby ratified and affirmed in all respects.

Management and Control. (a) The sole property, business and affairs of the Company shall be managed and conducted by the Member. The Company may only act and bind itself through actions of the Member, in its capacity as such: (i) shall not participate in or through the management or control actions of the business ofagents, officers and employees of the Company (as described in paragraph (b) below) if and to the extent authorized by this Agreement or transact by the Member in accordance with the provisions of this Agreement. The Member shall have the power to do any business and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or on behalf ofotherwise, possessed by a member under the laws of the state of Delaware. The Member shall be a “manager” (within the meaning of the Act) of the Company; (ii) shall have no voting rights, except as specifically provided . Notwithstanding any other provision in this Agreement; and (iii) , in no event shall have no power to sign for the Company or bind the Company, The Sole Member shall, however, have the approval rights expressly set forth elsewhere in this Agreement establish or specifically required by the Actappoint a board of directors or board of managers. (b) Except as otherwise specifically provided in this Agreement, the Manager shall have full authority The Member may (i) authorize by written action any person to enter into and responsibility and exclusive and complete discretion in the management, control, operation and disposition perform any agreement on behalf of the business and assets of the Company for the purposes herein statedCompany, shall make all decisions affecting the Company’s business and assets and shall have full, complete and exclusive discretion to take any and all actions that the Company is authorized to take and to make all decisions with respect thereto. The Manager may (ii) appoint a Chief Executive Officer and President, one or more Senior Vice Presidents, one or more Vice Presidents, a Treasurer Secretary, an Assistant Secretary, a Chief Financial Officer and a Secretary Chief Legal Officer with duties and powers described in this Section 4.1 and (iii) appoint individuals, with such other titles as it may select, as employees or officers as the Manager shall deem appropriate, each of which officers may, to the extent provided by the Manager, have the powers attendant to a similar officer of a Delaware corporation. Except as otherwise provided by the Act, the Manager shall not be personally liable for any of the debts, liabilities, obligations or contracts of the Company, nor shall the Manager, in its capacity as such, be required Company to contribute or lend any funds to the Company. (c) Subject to the express provisions of this Agreement, the Manager shall have the authority to execute act on behalf of the Company, with such power and authority as its authorized signatory, such agreements, contracts, instruments and other documents a s it s hall the Member may delegate from time to time approveto any such person (collectively, the “Authorized Signatories”). Any such persons, officers and employees, whether designated by the Member to act on behalf of the Company or otherwise, may be appointed or removed by the Member at any time and from time to time, with or without cause. Any officer may resign his or her office at any time by delivering a written resignation to the Member. Unless otherwise specified therein, such approval resignation shall take effect upon delivery. The officers shall have such powers and duties in the management of the Company as may be delegated to them by the Member or in this Agreement (unless such powers or duties shall be conclusively evidenced modified by the Member), except that in any event each officer shall exercise such powers and perform such duties as may be required by law. As of the date hereof, the officers of the Company shall be as set forth on Schedule B hereto. The Chief Executive Officer and President shall have primary responsibility for the management of the day-to-day business and affairs of the Company and shall have such other duties and powers as the Member may from time to time prescribe. Each Senior Vice President and Vice President shall perform such duties and have such powers as the Member may from time to time prescribe. The Chief Financial Officer shall have primary responsibility for all funds and securities of the Company and shall deposit all such funds to the credit of the Company in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of this Agreement; he shall disburse the funds of the Company as may be ordered by the Member, making proper vouchers for such disbursements; and, in general, he shall perform such other duties and have such other powers as the Member may from time to time prescribe. The Chief Legal Officer shall perform such duties as may from time to time be prescribed by the Member. The Secretary shall keep the records of all written actions of the Member and shall be the custodian of all contracts, deeds, documents and all other indicia of title to properties owned by the Company and of its execution other corporate records and delivery shall perform such other duties as may from time to time be prescribed by the Member. The Secretary shall properly maintain and file all books, reports, statements, certificates and all other documents and records required by law, the Certificate or by this Agreement. The Assistant Secretary, if any, shall, in the absence of the Secretary or in the event of the Secretary’s inability to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties as may be prescribed by the Member. (c) Any Person dealing with the Company, the Member or any of the foregoing, including, without limitation: (i) checks, drafts, notes and other negotiable instruments; (ii) deeds of trust and assignments of rights; (iii) contracts for Authorized Signatories may rely on a certificate signed by the sale of assets Member or relating to consulting, advisory or management services, deeds, leases, assignments and bills of sale; and (iv) loan agreements, mortgages, security agreements, pledge agreements and financing statements. The signature the Secretary of the Manager Company: i. as to the identity of the Member or an Authorized Signatory; ii. as to the existence or nonexistence of any fact or facts which constitute conditions precedent to acts by the Member or which are in any other manner germane to the affairs of the Company; iii. as to who is authorized to execute and deliver any instrument or document on behalf of the Company; iv. as to the authenticity of any such instrument, agreement, contract, lease, conveyance copy of this Agreement and amendments hereto; v. as to any act or document, or upon any check, draft, note or other negotiable instrument, shall be sufficient failure to bind act by the Company in or as to any other matter whatsoever involving the Company or the Member (solely with respect thereof and shall conclusively evidence to the activities of the Company); or vi. as to the authority of the Manager with respect thereto, and no third person need look Member to the application of funds or authority to act or require the joinder or consent of any other partyact.

Management and Control. (a) The sole MemberSubject to Section 2.01(e), the Company shall be managed by a “board of managers” (the “Board of Managers”), which shall have the right, power and authority to conduct the business and affairs of the Company (whether for the Company itself or where the Company is acting in its capacity as such: (ia direct or indirect member, partner or owner of any other company or partnership) shall not participate in the management or control of and do all things necessary to carry on the business of, or transact any business for or on behalf of, the Company; (ii) shall have no voting rights, except as specifically provided in this Agreement; and (iii) shall have no power to sign for or bind of the Company, The Sole Member shalland, howeversubject to Section 2.01(e), have is hereby authorized to take any action of any kind and to do anything and everything the approval rights expressly set forth elsewhere Board of Managers deems necessary or appropriate in accordance with the provisions of this Agreement or specifically required by the Actand applicable law. (b) Except as otherwise specifically provided in this AgreementSubject to Section 2.01(e), the Manager Board of Managers shall have the full authority and responsibility and exclusive right, power and complete discretion in the management, control, operation and disposition of the business and assets authority to act on behalf of the Company for the purposes herein stated, shall make all decisions affecting the Company’s business and assets and shall have full, complete and exclusive discretion to take any and all actions that (whether the Company is acting in its own behalf or in its capacity as a direct or indirect member, partner or owner of any other company). (c) The Board of Managers is hereby authorized to take and to make all decisions with respect thereto. The Manager may appoint one or more officers of the Company (each, an “Officer”), including, without limitation, a President, a Secretary, one or more Vice Presidents and one or more Assistant Secretaries and Assistant Vice Presidents. Each such Officer shall have delegated to him or her the authority and power to execute and deliver on behalf of the Company (and to cause the Company to perform) any and all such contracts, a Treasurer certificates, agreements, instruments and a Secretary other documents, and to take any such other officers action, as the Manager shall deem Board of Managers deems necessary or appropriate, all as may be set forth in a written delegation of authority executed by the Board of Managers. In addition, unless the Board of Managers decides otherwise, if the title given to such Officer is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Officers shall serve at the pleasure of the Board of Managers, and the Board of Managers may remove any person as an Officer and/or appoint additional persons as Officers, as the Board of Managers deems necessary or desirable. Any person or entity dealing with the Company may conclusively presume that an Officer specified in such a written delegation of authority who executes a contract, certificate, agreement, instrument or other document on behalf of the Company has the full power and authority to do so and each such document shall, for all purposes, be duly authorized, executed and delivered by the Company upon execution by such Officer. (d) As of which officers maythe date hereof, the individuals set forth on Schedule A to this Agreement are hereby appointed to the extent provided by offices of the ManagerCompany set forth opposite their names. (e) Notwithstanding anything to the contrary herein, have none of the powers attendant Company and its Managers and Officers shall take any action, or enter into any arrangement or contract to a similar officer do any action, that would require any approval or consent of a Delaware corporation. Except any person under the limited partnership agreement, as otherwise provided by the Actamended from time to time, of Kentucky Hospital Holdings JV, LP, the Manager shall not be personally liable for any of the debts, liabilities, obligations or contracts ultimate holding entity of the Company, nor shall or any shareholders agreement to which the Managergeneral partner of Kentucky Hospital Holdings JV, in its capacity as such, be required to contribute or lend any funds LP is a party relating to the Company. (c) Subject to governance, management or activities of Kentucky Hospital Holdings JV, LP, unless the express provisions of this Agreement, the Manager shall have the authority to execute on behalf of the Company, as its authorized signatory, such agreements, contracts, instruments and other documents a s it s hall from time to time approve, such requisite approval to be conclusively evidenced by its execution and delivery of any of the foregoing, including, without limitation: (i) checks, drafts, notes and other negotiable instruments; (ii) deeds of trust and assignments of rights; (iii) contracts for the sale of assets or relating to consulting, advisory or management services, deeds, leases, assignments and bills of sale; and (iv) loan agreements, mortgages, security agreements, pledge agreements and financing statements. The signature of the Manager on any such instrument, agreement, contract, lease, conveyance or document, or upon any check, draft, note or other negotiable instrument, shall be sufficient to bind the Company in respect thereof and shall conclusively evidence the authority of the Manager with respect thereto, and no third person need look to the application of funds or authority to act or require the joinder or consent of any other partyhas been obtained.