Common use of Management by Board of Directors Clause in Contracts

Management by Board of Directors. (a) The management of the Company is fully reserved to the Members, and the Company shall not have “managers” as that term is used in the Act. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Members, who shall make all decisions and take all actions for the Company. (b) The Members shall have the power and authority to delegate to one or more other persons the Members’ rights and power to manage and control the business and affairs, or any portion thereof, of the Company, including to delegate to agents, officers and employees of a Member or the Company, and to delegate by a management agreement with or otherwise to other Persons. (c) The Members have heretofore delegated, and hereby expressly continue to delegate to the Board of Directors of the Company (the “Board”), to the fullest extent permitted under this Agreement and Delaware law, all of the Company’s power and authority to manage and control the business and affairs of the Partnership. The number of directors constituting the Board shall be fixed from time to time pursuant to a resolution adopted by Members representing a Majority Interest. The initial Directors of the Company in office at the date of approval of this Agreement are set forth on Exhibit B hereto. The Board may designate one or more other persons to be officers of the Company to assist in carrying out the Board’s decisions and the day-to-day activities of the Company in its role as the general partner of the Partnership. Officers are not “managers” as that term is used in the Act. Any officers who are so designated shall have such titles and authority and perform such duties as the Board may delegate to them. The salaries or other compensation, if any, of the officers of the Company shall be fixed by the Board. Any officer may be removed as such, either with or without cause, by the Board and any vacancy occurring in any office of the Company may be filled by the Board. Designation of an officer shall not of itself create contract rights. (d) Notwithstanding anything herein to the contrary, without obtaining Extraordinary Approval, the Company shall not, and shall not take any action to cause the Partnership to, (i) sell all or substantially all of the assets of the Company or the Partnership, (ii) merge or consolidate, (iii) dissolve or liquidate, (iv) make or consent to a general assignment for the benefit of its respective creditors; (v) file or consent to the filing of any bankruptcy, insolvency or reorganization petition for relief under the United States Bankruptcy Code naming the Company or the Partnership, as applicable, or otherwise seek, with respect to the Company or the Partnership, such relief from debtors or protection from creditors generally; or (vi) take various actions similar to those described in any of clauses (i) – (v) of this Section 7.01(b).

Management by Board of Directors. (a) The management of the Company is fully reserved to the Members, and the Company shall not have “managers” as that term is used in the Act. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Members, who shall make all decisions and take all actions for the Company. (b) The Members shall have the power and authority to delegate to one or more other persons the Members’ rights and power to manage and control the business and affairs, or any portion thereof, of the Company, including to delegate to agents, officers and employees of a Member or the Company, and to delegate by a management agreement with or otherwise to other Persons. (c) The Members have heretofore delegated, and hereby expressly continue to delegate to the Board of Directors of the Company (the “Board”), to the fullest extent permitted under this Agreement and Delaware law, all of the Company’s power and authority to manage and control the business and affairs of the Partnership. The number of directors constituting the Board shall be fixed from time to time pursuant to a resolution adopted by Members representing a Majority Interest. The initial Directors of the Company in office at the date of approval of this Agreement are set forth on Exhibit B hereto. The Board may designate one or more other persons to be officers of the Company to assist in carrying out the Board’s decisions and the day-to-day activities of the Company in its role as the general partner of the Partnership. Officers are not “managers” as that term is used in the Act. Any officers who are so designated shall have such titles and authority and perform such duties as the Board may delegate to them. The salaries or other compensation, if any, of the officers of the Company shall be fixed by the Board. Any officer may be removed as such, either with or without cause, by the Board and any vacancy occurring in any office of the Company may be filled by the Board. Designation of an officer shall not of itself create contract rights. (d) Notwithstanding anything herein to the contrary, without obtaining Extraordinary Approval, the Company shall not, and shall not take any action to cause the Partnership to, (i) sell all or substantially all of the assets of the Company or the Partnership, (ii) merge or consolidate, (iii) dissolve or liquidate, (iv) make or consent to a general assignment for the benefit of its respective creditors; (v) file or consent to the filing of any bankruptcy, insolvency or reorganization petition for relief under the United States Bankruptcy Code naming the Company or the Partnership, as applicable, or otherwise seek, with respect to the Company or the Partnership, such relief from debtors or protection from creditors generally; or (vi) take various actions similar to those described in any of clauses (i) – (v) of this Section 7.01(b).

Management by Board of Directors. (a) The management of the Company is fully reserved to the Membersthose Members that are Common Unitholders, and the Company shall not have “managers” as that term is used in the Act. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Membersthose Members that are Common Unitholders, who shall make all decisions and take all actions for the Company. (b) The Members that are Common Unitholders shall have the power and authority to delegate to one or more other persons the such Members’ rights and power to manage and control the business and affairs, or any portion thereof, of the Company, including to delegate to agents, officers and employees of a Member or the Company, and to delegate by a management agreement with or otherwise to other Persons. (c) The Members have heretofore delegated, and that are Common Unitholders hereby expressly continue to delegate to the Board of Directors of the Company (the “Board”), to the fullest extent permitted under this Agreement and Delaware lawthe Act, all of the Company’s power and authority to manage and control the business and affairs of the Partnership. The number of directors constituting the Board shall be fixed from time to time pursuant to a resolution adopted by Members representing a Majority Interest. The initial Directors of the Company in office at the date of approval of this Agreement are set forth on Exhibit B heretoCompany. The Board may designate one or more other persons to be officers of the Company to assist in carrying out the Board’s decisions and the day-to-day activities of the Company in its role as the general partner of the PartnershipCompany. Officers are not “managers” as that term is used in the Act. Any officers who are so designated shall have such titles and authority and perform such duties as the Board may delegate to them. The salaries or other compensation, if any, of the officers of the Company shall be fixed by the Board. Any officer may be removed as such, either with or without cause, by the Board and any vacancy occurring in any office of the Company may be filled by the Board. Designation of an officer shall not of itself create contract rights. (d) Notwithstanding anything herein to the contrary, without obtaining Extraordinary Approval, the Company shall not, and shall not take any action to cause the Partnership to, (i) sell all or substantially all of the assets of the Company or the Partnership, (ii) merge or consolidate, (iii) dissolve or liquidate, (iv) make or consent to a general assignment for the benefit of its respective creditors; (v) file or consent to the filing of any bankruptcy, insolvency or reorganization petition for relief under the United States Bankruptcy Code naming the Company or the Partnership, as applicable, or otherwise seek, with respect to the Company or the Partnership, such relief from debtors or protection from creditors generally; or (vi) take various actions similar to those described in any of clauses (i) – (v) of this Section 7.01(b).

Management by Board of Directors. (a) The Except as otherwise set forth herein, the management of the Company is fully reserved to the Members, and the Company shall not have “managers” as that term is used in the Act. The Except as otherwise set forth herein, the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Members, who shall make all decisions and take all actions for the Company. (b) The Members shall have the power and authority to delegate to one or more other persons the Members’ rights and power to manage and control the business and affairs, or any portion thereof, of the Company, including to delegate to agents, officers and employees of a Member or the Company, and to delegate by a management agreement with or otherwise to other Persons. (c) The Members have heretofore delegated, delegated to and hereby expressly continue to delegate to the Board of Directors of the Company (the “Board”), to the fullest extent permitted under this Agreement and Delaware law, all of the Company’s power and authority to manage and control the business and affairs of the Partnership. The number of directors constituting the Board shall be fixed from time to time pursuant to a resolution adopted by Members representing a Majority Interest. The initial Directors of the Company in office at the date of approval of this Agreement are set forth on Exhibit B hereto. The Board may designate one or more other persons to be officers of the Company to assist in carrying out the Board’s decisions and the day-to-day activities of the Company in its role as the general partner of the Partnership. Officers are not “managers” as that term is used in the Act. Any officers who are so designated shall have such titles and authority and perform such duties as the Board may delegate to them. The salaries or other compensation, if any, of the officers of the Company shall be fixed by the Board. Any officer may be removed as such, either with or without cause, by the Board and any vacancy occurring in any office of the Company may be filled by the Board. Designation of an officer shall not of itself create contract rights. (d) Notwithstanding anything herein to the contrary, without obtaining Extraordinary Approvalapproval of WGR as the sole Member, the Company shall not, and shall not take any action to cause the Partnership to, (i) sell all or substantially all of the assets of the Company or the Partnership, (ii) merge or consolidate, (iii) dissolve or liquidate, (iv) make or consent to a general assignment for the benefit of its respective creditors; , (v) file or consent to the filing of any bankruptcy, insolvency or reorganization petition for relief under the United States Bankruptcy Code naming the Company or the Partnership, as applicable, or otherwise seek, with respect to the Company or the Partnership, such relief from debtors or protection from creditors generally; , or (vi) take various actions similar to those described in any of clauses (i) – — (v) of this Section 7.01(b7.1(d).. WESTERN MIDSTREAM HOLDINGS, LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

Management by Board of Directors. (a) The management of the Company is fully reserved to the Members, and the Company shall not have “managers” as that term is used in the Act. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Members, who shall make all decisions and take all actions for the Company. (b) The Members shall have the power and authority to delegate to one or more other persons the Members’ rights and power to manage and control the business and affairs, or any portion thereof, of the Company, including to delegate to agents, officers and employees of a Member or the Company, and to delegate by a management agreement with or otherwise to other Persons. (c) The Members have heretofore delegated, and hereby expressly continue to delegate to the Board of Directors of the Company (the “Board”), to the fullest extent permitted under this Agreement and Delaware law, all of the Company’s power and authority to manage and control the business and affairs of the Partnership. The number of directors constituting the Board shall be fixed from time to time pursuant to a resolution adopted by Members representing a Majority Interest. The initial Directors of the Company in office at the date of approval of this Agreement are set forth on Exhibit B hereto. The Board may designate one or more other persons to be officers of the Company to assist in carrying out the Board’s decisions and the day-to-day activities of the Company in its role as the general partner of the Partnership. Officers are not “managers” as that term is used in the Act. Any officers who are so designated shall have such titles and authority and perform such duties as the Board may delegate to them. The salaries or other compensation, if any, of the officers of the Company shall be fixed by the Board. Any officer may be removed as such, either with or without cause, by the Board and any vacancy occurring in any office of the Company may be filled by the Board. Designation of an officer shall not of itself create contract rights. (d) Notwithstanding anything herein to the contrary, without obtaining Extraordinary Approval, the Company shall not, and shall not take any action to cause the Partnership to, (i) sell all or substantially all of the assets of the Company or the Partnership, (ii) merge or consolidate, (iii) dissolve or liquidate, (iv) make or consent to a general assignment for the benefit of its respective creditors; (v) file or consent to the filing of any bankruptcy, insolvency or reorganization petition for relief under the United States Bankruptcy Code naming the Company or the Partnership, as applicable, or otherwise seek, with respect to the Company or the Partnership, such relief from debtors or protection from creditors generally; or (vi) take various actions similar to those described in any of clauses (i) – (v) of this Section 7.01(b).

Management by Board of Directors. (a) The management Except for situations in which the approval of all the Company Directors is fully reserved to expressly required by nonwaivable provisions of applicable law or as otherwise provided in this Agreement, (i) the Members, and the Company shall not have “managers” as that term is used in the Act. The powers of the Company LLC shall be exercised by or under the authority of, and the business and affairs of the Company LLC shall be managed under the direction of, a supervisory Board of Directors (the Members"Board"), who shall and (ii) subject to the provisions of this Article IV and Article V, a majority of the Board may make all decisions and take all actions for the Company. (b) The Members shall have the power and authority to delegate to one or more other persons the Members’ rights and power to manage and control the business and affairs, or any portion thereof, of the Company, including to delegate to agents, officers and employees of a Member or the Company, and to delegate by a management agreement with or LLC not otherwise to other Persons. (c) The Members have heretofore delegated, and hereby expressly continue to delegate to the Board of Directors of the Company (the “Board”), to the fullest extent permitted under provided in this Agreement and Delaware law, all of the Company’s power and authority to manage and control the business and affairs of the PartnershipAgreement. The number of directors constituting the Board shall be fixed from time to time pursuant to a resolution adopted by Members representing a Majority Interest. The initial Directors of the Company in office at the date of approval of this Agreement are set forth on Exhibit B hereto. The Board may designate one or more other persons to be officers of the Company to assist in carrying out the Board’s decisions and the day-to-day activities of the Company in its role as LLC will be conducted by the general partner Officers of the Partnership. Officers are not “managers” as that term is used in the Act. Any officers LLC, who are so designated shall have such titles and authority and perform such duties as the Board may delegate to them. The salaries or other compensation, if any, will be agents of the officers of the Company shall be fixed by the Board. Any officer may be removed as such, either with or without cause, by the Board and any vacancy occurring in any office of the Company may be filled by the Board. Designation of an officer shall not of itself create contract rightsLLC. (db) Notwithstanding anything herein to the contraryforegoing, without obtaining Extraordinary Approval, the Company shall not, and shall not take any action to cause unanimous written consent of the Partnership to, Members, (i) sell all the Board shall not have authority to take, and the LLC shall not take, any action that has the purpose or substantially effect, either directly or indirectly, of adversely affecting the rights, privileges or obligations of any Member under this Agreement or otherwise, except to the extent any such action affects all of the assets rights, privileges or obligations of all of the Company Members on an equal or proportional basis, including, but not limited to, any such actions to: (A) terminate the PartnershipLLC, including, without limitation, by way of liquidation, dissolution, winding-up, voluntary bankruptcy or insolvency of the LLC; or (B) distribute property or assets (including cash) of the LLC to the Members; and (ii) merge or consolidatethe Board shall not have authority to take, and the LLC shall not take, any actions to elect for the LLC to be treated as other than a partnership for federal, and applicable state income tax purposes (except in connection with an underwritten public offering by the LLC of its shares of capital stock pursuant to a registration statement under the 1933 Act on Form S-1 (as defined in the 1933 Act)); or (iii) dissolve the Board shall not have authority to take, and the LLC shall not take, any actions to agree or liquidate, (iv) make or consent commit to a general assignment for the benefit of its respective creditors; (v) file or consent agree to the filing of any bankruptcy, insolvency or reorganization petition for relief under the United States Bankruptcy Code naming the Company or the Partnership, as applicable, or otherwise seek, with respect to the Company or the Partnership, such relief from debtors or protection from creditors generally; or (vi) take various actions similar to those described in do any of clauses (i) – (v) of this Section 7.01(b)the foregoing.

Management by Board of Directors. (a) The Except as otherwise set forth herein, the management of the Company is fully reserved to the Members, and the Company shall not have “managers” as that term is used in the Act. The Except as otherwise set forth herein, the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Members, who shall make all decisions and take all actions for the Company. (b) The Members shall have the power and authority to delegate to one or more other persons the Members’ rights and power to manage and control the business and affairs, or any portion thereof, of the Company, including to delegate to agents, officers and employees of a Member or the Company, and to delegate by a management agreement with or otherwise to other Persons. (c) The Members have heretofore delegated, delegated to and hereby expressly continue to delegate to the Board of Directors of the Company (the “Board”), to the fullest extent permitted under this Agreement and Delaware law, all of the Company’s power and authority to manage and control the business and affairs of the Partnership. The number of directors constituting the Board shall be fixed from time to time pursuant to a resolution adopted by Members representing a Majority Interest. The initial Directors of the Company in office at the date of approval of this Agreement are set forth on Exhibit B hereto. The Board may designate one or more other persons to be officers of the Company to assist in carrying out the Board’s decisions and the day-to-day activities of the Company in its role as the general partner of the Partnership. Officers are not “managers” as that term is used in the Act. Any officers who are so designated shall have such titles and authority and perform such duties as the Board may delegate to them. The salaries or other compensation, if any, of the officers of the Company shall be fixed by the Board. Any officer may be removed as such, either with or without cause, by the Board and any vacancy occurring in any office of the Company may be filled by the Board. Designation of an officer shall not of itself create contract rights. (d) Notwithstanding anything herein to the contrary, without obtaining Extraordinary Approvalapproval of WGR as the sole Member, the Company shall not, and shall not take any action to cause the Partnership to, (i) sell all or substantially all of the assets of the Company or the Partnership, (ii) merge or consolidate, (iii) dissolve or liquidate, (iv) make or consent to a general assignment for the benefit of its respective creditors; , (v) file or consent to the filing of any bankruptcy, insolvency or reorganization petition for relief under the United States Bankruptcy Code naming the Company or the Partnership, as applicable, or otherwise seek, with respect to the Company or the Partnership, such relief from debtors or protection from creditors generally; or (vi) take various actions similar to those described in any of clauses (i) – (v) of this Section 7.01(b)., or

Management by Board of Directors. (a) The management of the Company is fully reserved to the Members, and the Company shall not have “managers” as that term is used in the Act. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Members, who shall make all decisions and take all actions for the Company. (b) The Members shall have the power and authority to delegate to one or more other persons the Members’ rights and power to manage and control the business and affairs, or any portion thereof, of the Company, including to delegate to agents, officers and employees of a Member or the Company, and to delegate by a management agreement with or otherwise to other Persons. (c) The Members have heretofore delegated, delegated to and hereby expressly continue to delegate to the Board of Directors of the Company (the “Board”), to the fullest extent permitted under this Agreement and Delaware law, all of the Company’s power and authority to manage and control the business and affairs of the Partnership. The number of directors constituting the Board shall be fixed from time to time pursuant to a resolution adopted by Members representing a Majority Interest. The initial Directors of the Company in office at the date of approval of this Agreement are set forth on Exhibit B hereto. The Board may designate one or more other persons to be officers of the Company to assist in carrying out the Board’s decisions and the day-to-day activities of the Company in its role as the general partner of the Partnership. Officers are not “managers” as that term is used in the Act. Any officers who are so designated shall have such titles and authority and perform such duties as the Board may delegate to them. The salaries or other compensation, if any, of the officers of the Company shall be fixed by the Board. Any officer may be removed as such, either with or without cause, by the Western Gas Holdings, LLC Limited Liability Company Agreement Board and any vacancy occurring in any office of the Company may be filled by the Board. Designation of an officer shall not of itself create contract rights. (d) Notwithstanding anything herein to the contrary, without obtaining Extraordinary Approvalapproval of Holdings as the sole Member, the Company shall not, and shall not take any action to cause the Partnership to, (i) sell all or substantially all of the assets of the Company or the Partnership, (ii) merge or consolidate, (iii) dissolve or liquidate, (iv) make or consent to a general assignment for the benefit of its respective creditors; (v) file or consent to the filing of any bankruptcy, insolvency or reorganization petition for relief under the United States Bankruptcy Code naming the Company or the Partnership, as applicable, or otherwise seek, with respect to the Company or the Partnership, such relief from debtors or protection from creditors generally; or (vi) take various actions similar to those described in any of clauses (i) – — (v) of this Section 7.01(b7.1(d).

Management by Board of Directors. (a) The management of the Company is fully reserved to the Members, and the Company shall not have “managers” as that term is used in the Act. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Members, who who, except as expressly provided otherwise in this Agreement, shall make all decisions and take all actions for the Company. (b) The Members shall have the power and authority to delegate to one or more other persons Persons the Members’ rights and power to manage and control the business and affairs, or any portion thereof, of the Company, including to delegate to agents, officers and employees of a Member or the Company, and to delegate by a management agreement with or otherwise to other Persons. (c) The Subject to Section 7.1(e) and without limiting the power and authority of the Members have heretofore delegatedto manage the business and affairs of the Company pursuant to the Act and this Agreement, and the Members hereby expressly continue to delegate to the Board of Directors of the Company (the “Board”), to the fullest extent permitted under this Agreement and Delaware lawApplicable Law, all of power and authority related to the Company’s power and authority to manage management and control of the business and affairs of the Partnership. The number of directors constituting the Board shall be fixed from time to time pursuant to a resolution adopted by Members representing a Majority Interest. The initial Directors of the Company in office at the date of approval of this Agreement are set forth on Exhibit B hereto. The Board may designate one or more other persons to be officers of the Company to assist in carrying out the Board’s decisions and the day-to-day activities of the Company in its role as the general partner of the Partnership. Officers are not “managers” as that term is used in the Act. Any officers who are so designated shall have such titles and authority and perform such duties as the Board may delegate to them. The salaries or other compensation, if any, of the officers of the Company shall be fixed by the Board. Any officer may be removed as such, either with or without cause, by the Board and any vacancy occurring in any office of the Company may be filled by the Board. Designation of an officer shall not of itself create contract rightsPartnership Group. (d) Notwithstanding anything herein in this Agreement to the contrary, without obtaining Extraordinary Approvalapproval of the Board, the Company shall not, and shall not take any action to cause any Group Member to take any of the Partnership to, following actions: (i) sell all engage in, or substantially all consent to any amendment, amendment and restatement, supplement, termination or other modification of, grant any waiver or consent under, or assign any of the assets rights or obligations of the Company of any Group Member under any contract or other agreement or instrument relating to any transaction with any Member or any Affiliate of a Member or the Partnership, Company (other than any Group Member); (ii) merge or consolidate, enter into any hedging transactions that are not in compliance with FAS 133; (iii) dissolve or to the fullest extent permitted by Applicable Law, voluntarily liquidate, wind-up or dissolve the Company, the Partnership or any Group Member that constitutes a Significant Subsidiary; (iv) make any election to be classified as other than a partnership or consent to a general assignment disregarded entity for the benefit of its respective creditors; U.S. federal income tax purposes; (v) file or consent to the filing of any bankruptcy, insolvency or reorganization petition for relief under the United States Bankruptcy Code naming the Company or the Partnership, as applicable, any Group Member or otherwise seek, with respect to the Company or the Partnershipany Group Member, such relief from debtors or protection from creditors generally; or ; (vi) sell all or substantially all of the assets of the Company, the Partnership or any Group Member that constitutes a Significant Subsidiary; (vii) merge, consolidate or convert the organizational form of the Company, the Partnership or any Group Member that constitutes a Significant Subsidiary, as set forth more fully in Section 13.2; (viii) enter into or consent to any amendment, amendment and restatement, supplement, termination or other modification of, grant any waiver or consent under, or assign any of its rights or obligations under, any Material Agreement; (ix) incur Indebtedness exceeding $50,000, or such other threshold amount established by the Board; (x) appoint, employ, or otherwise engage any Officer or employee with the designation of “senior vice president” (or any person serving in a capacity senior to senior vice president); (xi) authorize or permit any Group Member to make or provide, or to enter into any binding commitment to make or provide, any investment (whether in the form of debt or equity or otherwise) in any Person; (xii) issue additional equity securities or other interests of any kind (including any instruments convertible or exchangeable into equity securities or other interests); or (xiii) take various actions similar to those described in any of clauses (i) – through (vx) of this Section 7.01(b7.1(d). (e) Notwithstanding anything in this Agreement to the contrary, without obtaining approval of Members representing a Majority Interest, the Board shall not, and shall not take any action to cause any Group Member to (i) take any of the actions set forth in clauses (i) through (vii) of Section 7.01(d) or (ii) effect any material amendment or modification to this Agreement. Notwithstanding anything in this Agreement to the contrary, for so long as Emerge Holdings is a Member, its approval of any action or other matter described in this Section 7.1(e) shall be evidenced by a resolution duly adopted by the Board of Managers of Emerge Holdings.

Management by Board of Directors. (a) The management of the Company is fully reserved to the Members, and the Company shall not have “managers” as that term is used in the Act. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Members, who who, except as expressly provided otherwise in this Agreement, shall make all decisions and take all actions for the Company. (b) The Members shall have the power and authority to delegate to one or more other persons Persons the Members’ rights and power to manage and control the business and affairs, or any portion thereof, of the Company, including to delegate to agents, officers and employees of a Member or the Company, and to delegate by a management agreement with or otherwise to other Persons. (c) The Subject to Section 7.1(e) and without limiting the power and authority of the Members have heretofore delegatedto manage the business and affairs of the Company pursuant to the Act and this Agreement, and the Members hereby expressly continue to delegate to the Board of Directors of the Company (the “Board”), to the fullest extent permitted under this Agreement and Delaware lawApplicable Law, all of power and authority related to the Company’s power and authority to manage management and control of the business and affairs of the Partnership. The number of directors constituting the Board shall be fixed from time to time pursuant to a resolution adopted by Members representing a Majority Interest. The initial Directors of the Company in office at the date of approval of this Agreement are set forth on Exhibit B hereto. The Board may designate one or more other persons to be officers of the Company to assist in carrying out the Board’s decisions and the day-to-day activities of the Company in its role as the general partner of the Partnership. Officers are not “managers” as that term is used in the Act. Any officers who are so designated shall have such titles and authority and perform such duties as the Board may delegate to them. The salaries or other compensation, if any, of the officers of the Company shall be fixed by the Board. Any officer may be removed as such, either with or without cause, by the Board and any vacancy occurring in any office of the Company may be filled by the Board. Designation of an officer shall not of itself create contract rightsPartnership Group. (d) Notwithstanding anything herein in this Agreement to the contrary, without obtaining Extraordinary Approvalapproval of the Board, the Company shall not, and shall not take any action to cause any Group Member to take any of the Partnership to, following actions: (i) sell all engage in, or substantially all consent to any amendment, amendment and restatement, supplement, termination or other modification of, grant any waiver or consent under, or assign any of the assets rights or obligations of any Group Member under any contract or other agreement or instrument relating to any transaction with any Member or any Affiliate of a Member or the Company or the Partnership, (other than any Group Member); (ii) merge or consolidate, enter into any hedging transactions that are not in compliance with FAS 133; (iii) dissolve or to the fullest extent permitted by Applicable Law, voluntarily liquidate, wind-up or dissolve the Company, the Partnership or any Group Member that constitutes a Significant Subsidiary; (iv) make any election to be classified as other than a partnership or consent to a general assignment disregarded entity for the benefit of its respective creditors; U.S. federal income tax purposes; (v) file or consent to the filing of any bankruptcy, insolvency or reorganization petition for relief under the United States Bankruptcy Code naming the Company or the Partnership, as applicable, any Group Member or otherwise seek, with respect to the Company or the Partnershipany Group Member, such relief from debtors or protection from creditors generally; or ; (vi) sell all or substantially all of the assets of the Company, the Partnership or any Group Member that constitutes a Significant Subsidiary; (vii) merge, consolidate or convert the organizational form of the Company, the Partnership or any Group Member that constitutes a Significant Subsidiary, as set forth more fully in Section 13.2; (viii) enter into or consent to any amendment, amendment and restatement, supplement, termination or other modification of, grant any waiver or consent under, or assign any of its rights or obligations under, any Material Agreement; (ix) incur Indebtedness exceeding $50,000, or such other threshold amount established by the Board; (x) appoint, employ, or otherwise engage any Officer or employee with the designation of “senior vice president” (or any person serving in a capacity senior to senior vice president); (xi) authorize or permit any Group Member to make or provide, or to enter into any binding commitment to make or provide, any investment (whether in the form of debt or equity or otherwise) in any Person; (xii) issue additional equity securities or other interests of any kind (including any instruments convertible or exchangeable into equity securities or other interests); or (xiii) take various actions similar to those described in any of clauses (i) – through (vx) of this Section 7.01(b7.1(d). (e) Notwithstanding anything in this Agreement to the contrary, without obtaining approval of Members representing a Majority Interest, the Board shall not, and shall not take any action to cause any Group Member to (i) take any of the actions set forth in clauses (i) through (vii) of Section 7.1(d) or (ii) effect any material amendment or modification to this Agreement. Notwithstanding anything in this Agreement to the contrary, for so long as Emerge Holdings is a Member, its approval of any action or other matter described in this Section 7.1(e) shall be evidenced by a resolution duly adopted by the Board of Managers of Emerge Holdings.

Management by Board of Directors. (a) The Except as otherwise set forth herein, the management of the Company is fully reserved to the Members, and the Company shall not have “managers” as that term is used in the Act. The Except as otherwise set forth herein, the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Members, who shall make all decisions and take all actions for the Company. (b) The Members shall have the power and authority to delegate to one or more other persons the Members’ rights and power to manage and control the business and affairs, or any portion thereof, of the Company, including to delegate to agents, officers and employees of a Member or the Company, and to delegate by a management agreement with or otherwise to other Persons. (c) The Members have heretofore delegated, delegated to and hereby expressly continue to delegate to the Board of Directors of the Company (the “Board”), to the fullest extent permitted under this Agreement and Delaware law, all of the Company’s power and authority to manage and control the business and affairs of the Partnership. The number of directors constituting the Board shall be fixed from time to time pursuant to a resolution adopted by Members representing a Majority Interest. The initial Directors of the WESTERN GAS HOLDINGS, LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Company in office at the date of approval of this Agreement are set forth on Exhibit B hereto. The Board may designate one or more other persons to be officers of the Company to assist in carrying out the Board’s decisions and the day-to-day activities of the Company in its role as the general partner of the Partnership. Officers are not “managers” as that term is used in the Act. Any officers who are so designated shall have such titles and authority and perform such duties as the Board may delegate to them. The salaries or other compensation, if any, of the officers of the Company shall be fixed by the Board. Any officer may be removed as such, either with or without cause, by the Board and any vacancy occurring in any office of the Company may be filled by the Board. Designation of an officer shall not of itself create contract rights. (d) Notwithstanding anything herein to the contrary, without obtaining Extraordinary Approvalapproval of WGP as the sole Member, the Company shall not, and shall not take any action to cause the Partnership to, (i) sell all or substantially all of the assets of the Company or the Partnership, (ii) merge or consolidate, (iii) dissolve or liquidate, (iv) make or consent to a general assignment for the benefit of its respective creditors; , (v) file or consent to the filing of any bankruptcy, insolvency or reorganization petition for relief under the United States Bankruptcy Code naming the Company or the Partnership, as applicable, or otherwise seek, with respect to the Company or the Partnership, such relief from debtors or protection from creditors generally; , or (vi) take various actions similar to those described in any of clauses (i) – (vi)—(v) of this Section 7.01(b7.1(d).

Management by Board of Directors. (a) The overall management of the Company is fully reserved to the Members, and the Company shall not have “managers” as that term is used in the Act. The powers control of the Company shall be exercised by or under the authority ofof the board of directors (the “Board” and, and each member of the Board, a “Director”) as provided in this Article VII. A Director shall be deemed to be a “manager” within the meaning of the Act. The Board shall be exclusively vested with all management powers over the business and affairs of the Company except as otherwise expressly provided in this Agreement or by non-waivable provisions of applicable Law. Except as expressly provided herein or as is otherwise required by Law, no Member, in its capacity as a Member, shall be managed under have any management power over the direction of, business and affairs of the Members, who shall make all decisions and take all actions for Company or actual or apparent authority to enter into contracts on behalf of the Company. (b) The Members Board shall have the power be comprised of four Directors, two of whom shall be designated by each of Holdings and authority to delegate to one or more other persons the Members’ rights and power to manage and control the business and affairsSPOC, or any portion thereof, of the Company, including to delegate to agents, officers and employees of in each case so long as such entity remains a Member or the Company, and to delegate by a management agreement with or otherwise to other Persons.Member. The Persons initially serving as Directors are as follows: Holdings: [·] [·] SPOC: [·] [·] (c) The Members have heretofore delegated, and hereby expressly Each Director shall continue to delegate to serve in such capacity until his resignation, death or removal. A Director shall serve at the Board of Directors pleasure of the Company (the “Board”), to the fullest extent permitted under this Agreement Member that appointed such Director and Delaware law, all of the Company’s power and authority to manage and control the business and affairs of the Partnership. The number of directors constituting the Board shall be fixed from time to time pursuant to a resolution adopted by Members representing a Majority Interest. The initial Directors of the Company in office at the date of approval of this Agreement are set forth on Exhibit B hereto. The Board may designate one or more other persons to be officers of the Company to assist in carrying out the Board’s decisions and the day-to-day activities of the Company in its role as the general partner of the Partnership. Officers are not “managers” as that term is used in the Act. Any officers who are so designated shall have such titles and authority and perform such duties as the Board may delegate to them. The salaries or other compensation, if any, of the officers of the Company shall be fixed by the Board. Any officer may be removed as such, either at any time with or without causecause by, by and only by, the Board and any vacancy occurring in any office of the Company may be filled by the Board. Designation of an officer shall not of itself create contract rightsMember that is entitled to appoint such Person. (d) Notwithstanding anything herein In the event of a vacancy on the Board, the Member entitled pursuant to Section 7.1(b) to appoint the Director in respect of which such vacancy occurred may appoint a Person to fill such vacancy. (e) After the date hereof, Members entitled to appoint Directors may appoint such Persons by providing written notice thereof to the contraryother Members and the Company, without obtaining Extraordinary Approval, which notice shall state the Company shall not, and shall not take any action to cause the Partnership to, (i) sell all or substantially all of the assets of the Company or the Partnership, (ii) merge or consolidate, (iii) dissolve or liquidate, (iv) make or consent to a general assignment for the benefit of its respective creditors; (v) file or consent to the filing effective date of any bankruptcy, insolvency or reorganization petition for relief under the United States Bankruptcy Code naming the Company or the Partnership, as applicable, or otherwise seek, with respect such appointment. (f) A Director may resign at any time by giving written notice to the Company or and the PartnershipMember that appointed such Director. Such resignation shall be in writing and shall take effect at the time specified therein, such relief from debtors or protection from creditors generally; or (vi) take various actions similar or, if no time is specified, at the time of its receipt by the Company. The acceptance of a resignation shall not be necessary to those described make it effective unless expressly so provided in any of clauses (i) – (v) of this Section 7.01(b)the resignation.

Management by Board of Directors. The Company will have a Board of Directors (athe “Board of Directors”) The management consisting of one or more directors (each, a “Director”) who will be elected by the Member, and who will constitute “Managers” within the meaning of the Act. A Director will serve until he or she resigns or is removed by the Member, with or without cause. Except as expressly set forth herein, the management, control and operation of the Company is fully reserved to will be vested exclusively in the MembersBoard of Directors, and the Company shall not have “managers” as that term is used in the Act. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Members, who shall make all decisions and take all actions for the Company. (b) The Members shall have the power and authority to delegate to one or more other persons the Members’ rights and power to manage and control the business and affairs, or any portion thereof, of the Company, including to delegate to agents, officers and employees of a Member or the Company, and to delegate by a management agreement with or otherwise to other Persons. (c) The Members have heretofore delegated, and hereby expressly continue to delegate to the Board of Directors of will have full power and authority and absolute discretion to do all things deemed necessary or desirable by it to conduct the Company (the “Board”), to the fullest extent permitted under this Agreement and Delaware law, all business of the Company’s power and authority to manage and control ; provided however, that the business and affairs consent of the Partnership. The number of directors constituting Member will be required to approve the Board shall be fixed from time to time pursuant to a resolution adopted by Members representing a Majority Interest. The initial Directors of the Company in office at the date of approval of this Agreement are set forth on Exhibit B hereto. The Board may designate one or more other persons to be officers of the Company to assist in carrying out the Board’s decisions and the day-to-day activities of the Company in its role as the general partner of the Partnership. Officers are not “managers” as that term is used in the Act. Any officers who are so designated shall have such titles and authority and perform such duties as the Board may delegate to them. The salaries or other compensation, if any, of the officers of the Company shall be fixed by the Board. Any officer may be removed as such, either with or without cause, by the Board and any vacancy occurring in any office of the Company may be filled by the Board. Designation of an officer shall not of itself create contract rights. (d) Notwithstanding anything herein to the contrary, without obtaining Extraordinary Approval, the Company shall not, and shall not take any action to cause the Partnership to, following: (i) sell dissolution of the Company; (ii) merger or conversion involving the Company; (iii) Transfer of all or substantially all of the assets of the Company or the Partnership, (ii) merge or consolidate, (iii) dissolve or liquidate, Company; (iv) make or consent to the admission of a general assignment for the benefit of its respective creditorsnew member; and (v) file or consent to amendment of the filing Certificate of any bankruptcy, insolvency or reorganization petition for relief under the United States Bankruptcy Code naming Formation of the Company or this Agreement. A majority of the Partnershipnumber of Directors will constitute a quorum for the transaction of business at a meeting of the Board of Directors. Unless a greater vote is required by the Act or this Agreement, as applicablethe affirmative vote or consent of a majority of the Directors present at a meeting at which a quorum is present is necessary to approve a matter or authorize an action. Any action permitted or required by the Act or this Agreement to be taken at a meeting of the Board of Directors or any committee designated by the Board of Directors may be taken without a meeting, without prior notice and without a vote, if a written consent, that sets forth the action to be taken, is signed by the Board of Directors or such committee, whichever the case may be. The Board of Directors will keep minutes of its meetings and will remain an active Board of Directors consisting of the appointed Directors thereof until otherwise seek, with respect to directed or reconstituted by the Company or the Partnership, such relief from debtors or protection from creditors generally; or (vi) take various actions similar to those described in any of clauses (i) – (v) of this Section 7.01(b)Member.

Management by Board of Directors. (a) The management and control of the Company is fully reserved to the Members, and the Company shall not have “managers” as that term is used in the Act. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company Limited shall be managed under vested in the direction ofBoard of Directors, who shall exercise such management and control only in accordance with the provisions of this LLC Agreement, including without limitation the procedures established in this Section 4.1 and in Section 4.4. Except as set forth in Section 4.4 and other provisions of this LLC Agreement that expressly require the unanimous consent of the Board of Directors, (i) all decisions to be made by the Board of Directors in connection with the management and control of Limited shall be made in accordance with the procedures established in this Section 4.1, and (ii) all such decisions with respect to the management and control of Limited that are duly authorized by the Board of Directors in such manner shall be binding on Limited and each of the Members. The entire Board of Directors shall consist of five members, three of whom shall be selected by WECC and two of whom shall be selected by Global. Any vacancy in the Board resulting from the death, resignation or other removal of a director shall be filled by the Member who selected such director. The members of the Board of Directors shall be "managers" as defined in Section 18-101(9) of the DLLCA. Notwithstanding any provision contained in this LLC Agreement, the Members recognize and acknowledge that the Members, who shall make all decisions officers and take all actions for the Companyemployees of Limited are not "managers" as so defined. (b) The Members Except as otherwise provided in paragraph (d) of this Section 4.1, the Board shall have act at meetings thereof duly convened and held as provided in this LLC Agreement. A majority of the power and authority to delegate to one or more other persons members of the Members’ rights and power to manage and control entire Board shall constitute a quorum for the transaction of business and affairs, or any portion specified item of business. Except as otherwise set forth in Section 4.4 or any other provisions of this LLC Agreement expressly requiring the unanimous consent of the Board of Directors, the vote of a majority of the members of the entire Board shall be the act of the Board. To facilitate the orderly conduct of meetings of the Board, one of the members thereof shall be selected by such members as Chairman thereof, of and such Chairman or, in his absence, the CompanyPresident, including to delegate to agents, officers and employees of a Member or the Companyshall preside at such meetings, and to delegate by a management agreement with or otherwise to other Personsthe Secretary shall attend such meetings for the purpose of recording the proceedings of such meetings, as provided in Sections 4.2.2, 4.2.3 and 4.2.6. (c) The Members have heretofore delegated, and hereby expressly continue to delegate to the Board members of Directors of the Company (the “Board”), to the fullest extent permitted under this Agreement and Delaware law, all of the Company’s power and authority to manage and control the business and affairs of the Partnership. The number of directors constituting the Board shall be fixed from time to time pursuant to a resolution adopted by Members representing a Majority Interest. The initial Directors of the Company in office at the date of approval of this Agreement are set forth on Exhibit B hereto. The Board may designate one or more other persons to be officers of the Company to assist in carrying out the Board’s decisions and the day-to-day activities of the Company in its role as the general partner of the Partnership. Officers are not “managers” as that term is used in the Act. Any officers who are so designated shall have such titles and authority and perform such duties as the Board may delegate participate in a meeting thereof by means of conference telephone or similar communications equipment allowing all persons participating in the meeting to themhear each other at the same time. The salaries or other compensation, if any, of the officers of the Company Participation by such means shall be fixed by the Board. Any officer may be removed as such, either with or without cause, by the Board and any vacancy occurring constitute presence in any office of the Company may be filled by the Board. Designation of an officer shall not of itself create contract rightsperson at a meeting. (d) Notwithstanding anything herein Any action required or permitted by this LLC Agreement to be taken at a meeting of the Board may be taken without a meeting if all members of the entire Board consent in writing to the contrary, without obtaining Extraordinary Approval, adoption of a resolution authorizing the Company action. Such resolution and the written consents thereto shall not, and shall not take any action to cause be filed with the Partnership to, (i) sell all or substantially all minutes of the assets proceedings of the Company Board of Directors. (e) The Board may hold meetings, both regular and special, either within or without the PartnershipState of Delaware. (f) Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by unanimous consent of the Members, but no less frequently than once each calendar quarter. (iig) merge or consolidate, (iii) dissolve or liquidate, (iv) make or consent to a general assignment for Special meetings of the benefit of its respective creditors; (v) file or consent Board may be called by either Member on ten days' written notice to the filing of any bankruptcyother Member, insolvency either personally or reorganization petition for relief under the United States Bankruptcy Code naming the Company by mail or the Partnership, as applicable, or otherwise seek, with respect to the Company or the Partnership, such relief from debtors or protection from creditors generally; or (vi) take various actions similar to those described in any of clauses (i) – (v) of this Section 7.01(b)by facsimile transmission.

Management by Board of Directors. (a) The overall management of the Company is fully reserved to the Members, and the Company shall not have “managers” as that term is used in the Act. The powers control of the Company shall be exercised by or under the authority ofof the board of directors (the “Board” and, and each member of the Board, a “Director”) as provided in this Article VII. A Director shall be deemed to be a “manager” within the meaning of the Act. The Board shall be exclusively vested with all management powers over the business and affairs of the Company except as otherwise expressly provided in this Agreement or by non-waivable provisions of applicable Law. Except as expressly provided herein or as is otherwise required by Law, no Member, in its capacity as a Member, shall be managed under have any management power over the direction of, business and affairs of the Members, who shall make all decisions and take all actions for Company or actual or apparent authority to enter into contracts on behalf of the Company. (b) The Members Board shall have the power be comprised of four Directors, two of whom shall be designated by each of Holdings and authority to delegate to one or more other persons the Members’ rights and power to manage and control the business and affairsSPOC, or any portion thereof, of the Company, including to delegate to agents, officers and employees of in each case so long as such entity remains a Member or the Company, and to delegate by a management agreement with or otherwise to other Persons.Member. The Persons initially serving as Directors are as follows: Holdings: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇. Fails SPOC: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (c) The Members have heretofore delegated, and hereby expressly Each Director shall continue to delegate to serve in such capacity until his resignation, death or removal. A Director shall serve at the Board of Directors pleasure of the Company (the “Board”), to the fullest extent permitted under this Agreement Member that appointed such Director and Delaware law, all of the Company’s power and authority to manage and control the business and affairs of the Partnership. The number of directors constituting the Board shall be fixed from time to time pursuant to a resolution adopted by Members representing a Majority Interest. The initial Directors of the Company in office at the date of approval of this Agreement are set forth on Exhibit B hereto. The Board may designate one or more other persons to be officers of the Company to assist in carrying out the Board’s decisions and the day-to-day activities of the Company in its role as the general partner of the Partnership. Officers are not “managers” as that term is used in the Act. Any officers who are so designated shall have such titles and authority and perform such duties as the Board may delegate to them. The salaries or other compensation, if any, of the officers of the Company shall be fixed by the Board. Any officer may be removed as such, either at any time with or without causecause by, by and only by, the Board and any vacancy occurring in any office of the Company may be filled by the Board. Designation of an officer shall not of itself create contract rightsMember that is entitled to appoint such Person. (d) Notwithstanding anything herein In the event of a vacancy on the Board, the Member entitled pursuant to Section 7.1(b) to appoint the Director in respect of which such vacancy occurred may appoint a Person to fill such vacancy. (e) After the date hereof, Members entitled to appoint Directors may appoint such Persons by providing written notice thereof to the contraryother Members and the Company, without obtaining Extraordinary Approval, which notice shall state the Company shall not, and shall not take any action to cause the Partnership to, (i) sell all or substantially all of the assets of the Company or the Partnership, (ii) merge or consolidate, (iii) dissolve or liquidate, (iv) make or consent to a general assignment for the benefit of its respective creditors; (v) file or consent to the filing effective date of any bankruptcy, insolvency or reorganization petition for relief under the United States Bankruptcy Code naming the Company or the Partnership, as applicable, or otherwise seek, with respect such appointment. (f) A Director may resign at any time by giving written notice to the Company or and the PartnershipMember that appointed such Director. Such resignation shall be in writing and shall take effect at the time specified therein, such relief from debtors or protection from creditors generally; or (vi) take various actions similar or, if no time is specified, at the time of its receipt by the Company. The acceptance of a resignation shall not be necessary to those described make it effective unless expressly so provided in any of clauses (i) – (v) of this Section 7.01(b)the resignation.

Management by Board of Directors. (a) The overall management of the Company is fully reserved to the Members, and the Company shall not have “managers” as that term is used in the Act. The powers control of the Company shall be exercised by or under the authority ofof the board of directors (the “Board” and, and each member of the Board, a “Director”) as provided in this Article VII. A Director shall be deemed to be a “manager” within the meaning of the Act. The Board shall be exclusively vested with all management powers over the business and affairs of the Company except as otherwise expressly provided in this Agreement or by non-waivable provisions of applicable Law. Except as expressly provided herein or as is otherwise required by Law, no Member, in its capacity as a Member, shall be managed under have any management power over the direction of, business and affairs of the Members, who shall make all decisions and take all actions for Company or actual or apparent authority to enter into contracts on behalf of the Company. (b) The Members Board shall have the power be comprised of four Directors, two of whom shall be designated by each of Holdings and authority to delegate to one or more other persons the Members’ rights and power to manage and control the business and affairsSPOC, or any portion thereof, of the Company, including to delegate to agents, officers and employees of in each case so long as such entity remains a Member or the Company, and to delegate by a management agreement with or otherwise to other Persons.Member. The Persons initially serving as Directors are as follows: Holdings: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ SPOC: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ (c) The Members have heretofore delegated, and hereby expressly Each Director shall continue to delegate to serve in such capacity until his resignation, death or removal. A Director shall serve at the Board of Directors pleasure of the Company (the “Board”), to the fullest extent permitted under this Agreement Member that appointed such Director and Delaware law, all of the Company’s power and authority to manage and control the business and affairs of the Partnership. The number of directors constituting the Board shall be fixed from time to time pursuant to a resolution adopted by Members representing a Majority Interest. The initial Directors of the Company in office at the date of approval of this Agreement are set forth on Exhibit B hereto. The Board may designate one or more other persons to be officers of the Company to assist in carrying out the Board’s decisions and the day-to-day activities of the Company in its role as the general partner of the Partnership. Officers are not “managers” as that term is used in the Act. Any officers who are so designated shall have such titles and authority and perform such duties as the Board may delegate to them. The salaries or other compensation, if any, of the officers of the Company shall be fixed by the Board. Any officer may be removed as such, either at any time with or without causecause by, by and only by, the Board and any vacancy occurring in any office of the Company may be filled by the Board. Designation of an officer shall not of itself create contract rightsMember that is entitled to appoint such Person. (d) Notwithstanding anything herein In the event of a vacancy on the Board, the Member entitled pursuant to Section 7.1(b) to appoint the Director in respect of which such vacancy occurred may appoint a Person to fill such vacancy. (e) After the date hereof, Members entitled to appoint Directors may appoint such Persons by providing written notice thereof to the contraryother Members and the Company, without obtaining Extraordinary Approval, which notice shall state the Company shall not, and shall not take any action to cause the Partnership to, (i) sell all or substantially all of the assets of the Company or the Partnership, (ii) merge or consolidate, (iii) dissolve or liquidate, (iv) make or consent to a general assignment for the benefit of its respective creditors; (v) file or consent to the filing effective date of any bankruptcy, insolvency or reorganization petition for relief under the United States Bankruptcy Code naming the Company or the Partnership, as applicable, or otherwise seek, with respect such appointment. (f) A Director may resign at any time by giving written notice to the Company or and the PartnershipMember that appointed such Director. Such resignation shall be in writing and shall take effect at the time specified therein, such relief from debtors or protection from creditors generally; or (vi) take various actions similar or, if no time is specified, at the time of its receipt by the Company. The acceptance of a resignation shall not be necessary to those described make it effective unless expressly so provided in any of clauses (i) – (v) of this Section 7.01(b)the resignation.

Management by Board of Directors. (a) The management of the Company is fully reserved to the Members, and the Company shall not have “managers” as that term is used in the Act. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Members, who who, except as expressly provided otherwise in this Agreement, shall make all decisions and take all actions for the Company. (b) The Members shall have the power and authority to delegate to one or more other persons Persons the Members’ rights and power to manage and control the business and affairs, or any portion thereof, of the Company, including to delegate to agents, officers and employees of a Member or the Company, and to delegate by a management agreement with or otherwise to other Persons. (c) The Subject to Section 7.1(e) and without limiting the power and authority of the Members have heretofore delegatedto manage the business and affairs of the Company pursuant to the Act and this Agreement, and the Members hereby expressly continue to delegate to the Board of Directors of the Company (the “Board”), to the fullest extent permitted under this Agreement and Delaware lawApplicable Law, all of power and authority related to the Company’s power and authority to manage management and control of the business and affairs of the Partnership. The number of directors constituting the Board shall be fixed from time to time pursuant to a resolution adopted by Members representing a Majority Interest. The initial Directors of the Company in office at the date of approval of this Agreement are set forth on Exhibit B hereto. The Board may designate one or more other persons to be officers of the Company to assist in carrying out the Board’s decisions and the day-to-day activities of the Company in its role as the general partner of the Partnership. Officers are not “managers” as that term is used in the Act. Any officers who are so designated shall have such titles and authority and perform such duties as the Board may delegate to them. The salaries or other compensation, if any, of the officers of the Company shall be fixed by the Board. Any officer may be removed as such, either with or without cause, by the Board and any vacancy occurring in any office of the Company may be filled by the Board. Designation of an officer shall not of itself create contract rightsPartnership Group. (d) Notwithstanding anything herein in this Agreement to the contrary, without obtaining Extraordinary Approvalapproval of the Board, the Company shall not, and shall not take any action to cause any Group Member to take any of the Partnership to, following actions: (i) sell all engage in, or substantially all consent to any amendment, amendment and restatement, supplement, termination or other modification of, grant any waiver or consent under, or assign any of the assets rights or obligations of any Group Member under any contract or other agreement or instrument relating to any transaction with any Member or any Affiliate of a Member or the Company or the Partnership, (other than any Group Member); (ii) merge or consolidate, enter into any hedging transactions that are not in compliance with FAS 133; (iii) dissolve or to the fullest extent permitted by Applicable Law, voluntarily liquidate, wind-up or dissolve the Company, the Partnership or any Group Member that constitutes a Significant Subsidiary; (iv) make any election to be classified as other than a partnership or consent to a general assignment disregarded entity for the benefit of its respective creditors; U.S. federal income tax purposes; (v) file or consent to the filing of any bankruptcy, insolvency or reorganization petition for relief under the United States Bankruptcy Code naming the Company or the Partnership, as applicable, any Group Member or otherwise seek, with respect to the Company or the Partnershipany Group Member, such relief from debtors or protection from creditors generally; or ; (vi) sell all or substantially all of the assets of the Company, the Partnership or any Group Member that constitutes a Significant Subsidiary; (vii) merge, consolidate or convert the organizational form of the Company, the Partnership or any Group Member that constitutes a Significant Subsidiary, as set forth more fully in Section 13.2; (viii) enter into or consent to any amendment, amendment and restatement, supplement, termination or other modification of, grant any waiver or consent under, or assign any of its rights or obligations under, any Material Agreement; (ix) incur Indebtedness exceeding $50,000, or such other threshold amount established by the Board; (x) appoint, employ, or otherwise engage any Officer or employee with the designation of “senior vice president” (or any person serving in a capacity senior to senior vice president); (xi) authorize or permit any Group Member to make or provide, or to enter into any binding commitment to make or provide, any investment (whether in the form of debt or equity or otherwise) in any Person; (xii) issue additional equity securities or other interests of any kind (including any instruments convertible or exchangeable into equity securities or other interests); or (xiii) take various actions similar to those described in any of clauses (i) – through (vx) of this Section 7.01(b7.1(d). (e) Notwithstanding anything in this Agreement to the contrary, without obtaining approval of Members representing a Majority Interest, the Board shall not, and shall not take any action to cause any Group Member to (i) take any of the actions set forth in clauses (i) through (vii) of Section 7.1(d) or (ii) effect any material amendment or modification to this Agreement. Notwithstanding anything in this Agreement to the contrary, for so long as Emerge Holdings is a Member, its approval of any action or other matter described in this Section 7.1

Management by Board of Directors. (a) The management of the Company is fully reserved to the Members, and the Company shall not have “managers” as that term is used in the Act. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Members, who shall make all decisions and take all actions for the Company. (b) The Members shall have the power and authority to delegate to one or more other persons the Members’ rights and power to manage and control the business and affairs, or any portion thereof, of the Company, including to delegate to agents, officers and employees of a Member or the Company, and to delegate by a management agreement with or otherwise to other Persons. (c) The Members have heretofore delegated, delegated to and hereby expressly continue to delegate to the Board of Directors of the Company (the “Board”), to the fullest extent permitted under this Agreement and Delaware law, all of the Company’s power and authority to manage and control the business and affairs of the Partnership. The number of directors constituting the Board shall be fixed from time to time pursuant to a resolution adopted by Members representing a Majority Interest. The initial Directors of the Company in office at the date of approval of this Agreement are set forth on Exhibit B hereto. The Board may designate one or more other persons to be officers of the Company to assist in carrying out the Board’s decisions and the day-to-day activities of the Company in its role as the general partner of the Partnership. Officers are not “managers” as that term is used in the Act. Any officers who are so designated shall have such titles and authority and perform such duties as the Board may delegate to them. The salaries or other compensation, if any, of the officers of the Company shall be fixed by the Board. Any officer may be removed as such, either with or without cause, by the Board and any vacancy occurring in any office of the Company may be filled by the Board. Designation of an officer shall not of itself create contract rights. (d) Notwithstanding anything herein to the contrary, without obtaining Extraordinary Approvalapproval of Holdings as the sole Member, the Company shall not, and shall not take any action to cause the Partnership to, (i) sell all or substantially all of the assets of the Company or the Partnership, (ii) merge or consolidate, (iii) dissolve or liquidate, (iv) make or consent to a general assignment for the benefit of its respective creditors; (v) file or consent to the filing of any bankruptcy, insolvency or reorganization petition for relief under the United States Bankruptcy Code naming the Company or the Partnership, as applicable, or otherwise seek, with respect to the Company or the Partnership, such relief from debtors or protection from creditors generally; or (vi) take various actions similar to those described in any of clauses (i) – — (v) of this Section 7.01(b7.1(d).