Common use of Managing Member Clause in Contracts

Managing Member. (a) The management of the Company shall be vested in the Managing Member. ▇▇▇▇▇▇, as the sole member of the Company, shall be the Managing Member as of the Effective Date. (b) The Managing Member acting in its capacity as such shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by managers of a limited liability company under the laws of the State of Delaware. The Managing Member has the power and authority to bind the Company, act or purport to act on behalf of the Company in any manner, to pledge its credit and to render it liable for any purpose. The Managing Member may take action by written consent. Persons dealing with the Company shall be entitled to rely conclusively on the power and authority of the Managing Member. (c) The Company may reimburse the Managing Member for all reasonable, actually incurred out-of-pocket costs and expenses incurred by it on behalf of the Company. (d) If at any time Holdco ceases to be the Managing Member for any reason, ▇▇▇▇▇▇ shall appoint a new Managing Member. (e) To the maximum extent permitted by the Act and under other Applicable Law, the Managing Member shall not have any fiduciary or other duty to another Member or its respective Affiliates, the Company, any of its Subsidiaries or any other Person with respect to the business and affairs of the Company or of any of its Subsidiaries. (f) The Managing Member shall not be liable, responsible or accountable in damages or otherwise to the Company or any of the Members for any acts performed or omitted within the scope of his, her or its authority other than acts or omissions that involve bad faith, fraud or willful misconduct.

Managing Member. (a) The management Except for situations in which the approval of one or more of the Members is specifically required by the express terms of this Agreement, and subject to the provisions of this Article III, the business, property and affairs of the Company shall be vested in managed under the sole, absolute and exclusive direction of the Managing Member. ▇▇▇▇▇▇, as the sole member which may from time to time delegate authority to Officers or to others to act on behalf of the Company, shall be and the Managing Member as shall have the sole power to bind or take any action on behalf of the Effective DateCompany, or to exercise any rights and powers (including the rights and powers to take certain actions, give or withhold certain consents or approvals, or make certain determinations, opinions, judgments or other decisions) granted to the Company under this Agreement or any other agreement, instrument or other document to which the Company is a party. (b) Without limiting the generality of the foregoing, but subject to any situations in which the approval of the Members is specifically required by this Agreement, (x) the Managing Member shall have discretion in determining whether to issue Equity Interests of the Company, the number of Equity Interests of the Company to be issued at any particular time, the purchase price for any Equity Interests of the Company issued, and all other terms and conditions governing the issuance of Equity Interests of the Company and (y) the Managing Member may enter into, approve, and consummate any Liquidity Event or other extraordinary or business combination or divestiture transaction, and execute and deliver on behalf of the Company or the Members any agreement, document and instrument in connection therewith (including amendments, if any, to this Agreement or adoptions of new constituent documents) without the approval or consent of any Member. The Managing Member acting shall operate the Company and its Subsidiaries in accordance in all material respects with an annual budget, business plan and financial forecasts for the Company and its capacity Subsidiaries for each fiscal year. (c) The Managing Member shall be the “manager” of the Company for the purposes of the Act. The Managing Member is hereby designated as such shall have an authorized person, within the power meaning of the Act, to do any execute, deliver and file the certificate of formation of the Company and all acts necessary, convenient other certificates (and any amendments and/or restatements thereof) required or incidental permitted by the Act to or for be filed in the furtherance Office of the purposes described herein, including all powers, statutory or otherwise, possessed by managers Secretary of a limited liability company under the laws State of the State of Delaware. The Managing Member has the power is hereby authorized to execute, deliver and authority to bind the Company, act or purport to act on behalf of file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any manner, to pledge its credit and to render it liable for any purpose. The Managing Member may take action by written consent. Persons dealing with a jurisdiction in which the Company shall be entitled may wish to rely conclusively on conduct business. Notwithstanding any other provision of this Agreement to the power contrary, without the consent of any Member or other Person being required, the Company is hereby authorized to execute, deliver and authority of the Managing Member. (c) The Company may reimburse perform, and the Managing Member for all reasonable, actually incurred out-of-pocket costs and expenses incurred by it or any officer on behalf of the Company, is hereby authorized to execute and deliver (i) each Tax Receivable Agreement; and (ii) any amendment and any agreement, document or other instrument contemplated thereby or related thereto. The Managing Member or any officer is hereby authorized to enter into the documents described in the preceding sentence on behalf of the Company, but such authorization shall not be deemed a restriction on the power of the Managing Member or any officer to enter into other documents on behalf of the Company. Nothing set forth in this Agreement shall reduce or restrict the rights of any Person set forth in the Tax Receivable Agreement, subject to the terms and conditions thereof. (d) If at any time Holdco ceases to be Without limiting the foregoing provisions of this Section 3.01, the Managing Member shall have the general power to manage or cause the management of the Company (which may be delegated to Officers of the Company), including the following powers: (i) to develop and prepare a business plan each year which will set forth the operating goals and plans for the Company; (ii) to execute and deliver or to authorize the execution and delivery of contracts, deeds, leases, licenses, instruments of transfer and other documents on behalf of the Company; (iii) to make any reasonexpenditures, ▇▇▇▇▇▇ to lend or borrow money, to assume or guarantee, or otherwise contract for, indebtedness and other liabilities, to issue evidences of indebtedness and to incur any other obligations; (iv) to establish and enforce limits of authority and internal controls with respect to all personnel and functions; (v) to engage attorneys, consultants and accountants for the Company; (vi) to develop or cause to be developed accounting procedures for the maintenance of the Company’s books of account; and (vii) to do all such other acts as shall appoint a new Managing Memberbe authorized in this Agreement or by the Members in writing from time to time. (e) To the maximum extent permitted by the Act and under other Applicable Law, the Managing Member shall not have any fiduciary or other duty to another Member or its respective Affiliates, the Company, any of its Subsidiaries or any other Person with respect to the business and affairs of the Company or of any of its Subsidiaries. (f) The Managing Member may resign at any time by giving written notice to the Members. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Members, and the acceptance of the resignation shall not be liablenecessary to make it effective. For the avoidance of doubt, responsible or accountable in damages or otherwise to the Company or any of the Members for any acts performed have no right under this Agreement to remove or omitted within replace the scope of his, her or its authority other than acts or omissions that involve bad faith, fraud or willful misconductManaging Member.

Managing Member. (a) The Subject to the other provisions of this Agreement, the Managing Member shall have the right to, and shall be fully responsible for, the management and control over the business and internal affairs of the Company Company. The Managing Member shall be vested in make all decisions affecting the Managing Member. ▇▇▇▇▇▇, as the sole member business of the Company, shall be except to the extent that this Agreement requires the consent or approval of some or all other Members. The Members by vote of the Required Members may from time to time direct the Managing Member to undertake or terminate specified management activities as of the Effective Date. (b) set forth in such directive. The Managing Member acting in its capacity as such shall have all rights, powers and authority generally conferred by the power to do any and all acts necessary, convenient or incidental to or for the furtherance laws of the purposes described herein, including all powers, statutory or otherwise, possessed by managers state of New Hampshire on a manager of a limited liability company under managed by a manager or as otherwise provided by law or necessary, advisable or consistent with accomplishing the laws of the State of Delaware. The Managing Member has the power and authority to bind the Company, act or purport to act on behalf of the Company in any manner, to pledge its credit and to render it liable for any purpose. The Managing Member may take action by written consent. Persons dealing with the Company shall be entitled to rely conclusively on the power and authority of the Managing Member. (c) The Company may reimburse the Managing Member for all reasonable, actually incurred out-of-pocket costs and expenses incurred by it on behalf purposes of the Company. (b) Without limiting the other provisions of Section 4.1, the Managing Member shall have the power: (i) to acquire, hold and dispose of property or any interest in it in the ordinary course of business of the Company; (ii) to protect and preserve the title to and the interest of the Company in all of its property and assets, real, personal and mixed; (iii) to employ from time to time, at the expense of the Company, consultants, accountants and attorneys; (iv) to pay all expenses incurred in the operation of the Company and all taxes, assessments, rents and other impositions applicable to the Company or any part thereof; (v) to sign deeds, notes, contracts and other instruments in the name and on behalf of the Company after approval by the Required Members; (vi) to make all filings with governmental authorities, including tax returns before the applicable due date and without interest or penalty; and (vii) to assume any and all overall duties imposed on a member of a limited liability company managed by its members by the laws of the state of New Hampshire. (c) Notwithstanding any other provision of this Agreement to the contrary, the Managing Member may do any of the following only with the prior written consent of all other Members or such other number of Members as may be specified: (i) do any act in contravention of this Agreement; (ii) to cause this Company to enter into partnerships or become a member of other limited liability companies and to exercise the authority and to perform the duties required of the Company as such a partner or member; (iii) to borrow money on behalf of the Company and to encumber the Company assets or place title in the name of a nominee for purposes of obtaining financing; (iv) do any act that would make it impossible to carry on the ordinary business of the Company, except as otherwise provided in this Agreement; (v) knowingly do any act that would subject any Member to liability for the obligations of the Company in any jurisdiction; (vi) knowingly do any act that would cause the Company to be treated as an association taxable as, or otherwise taxed as, a corporation for federal income tax purposes unless at the time it already is so taxed; (vii) wind up the Company or authorize or agree to do so, other than in accordance with Article VII; (viii) consolidate or merge the Company with, or convert the Company into, another entity, other than in accordance with Section 1.8; (ix) sell, lease or otherwise dispose of all or substantially all of the assets of the Company, unless the Required Members consent in writing; (x) amend this Agreement, other than in accordance with Section 8.3; or (xi) admit an Additional Member except pursuant to Section 2.3 or Section 6.1. (d) In all matters relating to the business and internal affairs of the Company, the Managing Member shall act in a manner that the Managing Member reasonably believes to be in the best interest of the Company and its Members. (e) The Managing Member may resign as Managing Member with thirty (30) days written notice to the Required Members. Members owning in the aggregate at least fifty-one percent (51%) of the Percentages by notice to the Managing Member, may remove the Managing Member as Managing Member if, but only if, in the notice the signing Members appoint a successor Managing Member in accordance with Section 4.1(e). The Managing Member shall continue as a Member following resignation or removal with the same Percentage as before resignation or removal. The Managing Member shall be entitled to vote his Interest on removal of the Managing Member even though the Managing Member may have a conflict of interest in casting such vote. (f) If at any time Holdco the Managing Member ceases to be a Member, or in connection with the resignation or removal of the Managing Member for any reasonas provided in Section 4.1(d), ▇▇▇▇▇▇ shall the Required Members, by notice to the other Members, may appoint a new Managing Member. (e) To the maximum extent permitted Member provided that new Managing Member agrees in writing to be bound by the Act and under other Applicable Law, provisions of this Agreement as the Managing Member shall and, if not have any fiduciary or already a Member, agrees in writing to be bound by the provisions of this Agreement as a Member and notifies the other duty to another Member or its respective Affiliates, the Company, any Members of its Subsidiaries or any other address for notices under this Agreement. If the Person with respect to the business and affairs of the Company or of any of its Subsidiaries. (f) The Managing Member so appointed is not already a Member, it shall not be liable, responsible or accountable in damages or otherwise admitted to the Company or any of as a Member effective on the appointment and shall make such contribution to the Company and receive an Interest with such Percentage as the Members for any acts performed or omitted within making the scope of his, her or its authority other than acts or omissions that involve bad faith, fraud or willful misconductappointment may specify.

Managing Member. (a) The management business, property and affairs of the Company shall be vested in managed under the sole, absolute and exclusive direction of the Managing Member. ▇▇▇▇▇▇Without limiting the foregoing, as the Managing Member shall have the sole member power to manage or cause the management of the Company, shall be including, without limitation, the Managing Member as power and authority to effectuate the sale, lease, transfer, exchange or other disposition of any, all or substantially all of the Effective Dateassets of the Company (including, but not limited to, the exercise or grant of any conversion, option, privilege or subscription right or any other right available in connection with any assets at any time held by the Company) or the merger, consolidation, reorganization or other combination of the Company with or into another entity. (b) The Except as otherwise expressly set forth in this Agreement, the Managing Member acting in its capacity as such shall have the general power to do any and all acts necessary, convenient manage or incidental to or for cause the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by managers of a limited liability company under the laws of the State of Delaware. The Managing Member has the power and authority to bind the Company, act or purport to act on behalf management of the Company within the scope of the business purpose set forth in Section 2.3, including the following powers which may, subject to any mannerlimitations set forth in this Agreement, be delegated to pledge its credit and to render it liable for any purpose. The Managing Member the officers or other authorized representatives (which may take action by written consent. Persons dealing with the Company shall be entitled to rely conclusively on the power and authority include employees or agents) of the Managing Member.: (ci) The Company may reimburse to have developed and prepared a business plan each year which will set forth the Managing Member operating goals and plans for all reasonablethe Company; (ii) to execute and deliver or to authorize the execution and delivery of contracts, actually incurred out-of-pocket costs deeds, leases, licenses, instruments of transfer and expenses incurred by it other documents, instruments or agreements in the ordinary course of business on behalf of the Company.; (diii) If at any time Holdco ceases to employ, retain, consult with and dismiss such personnel, agents or representatives as may be required for accomplishment of the business purpose set forth in Section 2.3; (iv) to establish and enforce limits of authority and internal controls with respect to all personnel and functions; (v) to engage attorneys, consultants and accountants for the Company; (vi) to develop or cause to be developed, accounting procedures for the maintenance of the Company's books of account; (vii) to appoint auditors; (except if there is an audit committee of the Managing Member Member, in which case such audit committee shall appoint the auditors of the Company); (viii) to make any expenditures, lend or borrow money, assume or guarantee, or otherwise contract for indebtedness and other liabilities, issue evidences of indebtedness in the name of the Company and incur other obligations; (ix) to acquire, dispose of, mortgage, pledge, encumber, buy or exchange assets of the Company; (x) to use the assets of the Company (including cash on hand) for any reasonpurpose consistent with the terms of this Agreement, ▇▇▇▇▇▇ shall appoint a new including the financing of the conduct of the operations of the Company and its subsidiaries, lending funds to other Persons, repaying of obligations of the Company and its subsidiaries and capital contributions to any subsidiary; (xi) to distribute Distributable Cash; (xii) to maintain insurance, including for the benefit of the Managing Member., Members and their respective directors, officers, partners, employees and agents; (exiii) To to form or acquire an interest in, and contribute property and make loans to, any limited or general partnerships, joint ventures, corporations or limited liability companies; (xiv) to control any matters affecting the maximum rights and obligations of the Company, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or remediation proceedings, and the incurring of legal expenses and the settlement of claims and litigation or arbitrations; (xv) to indemnify any Person against liabilities and contingencies to the extent permitted by the Act law and under other Applicable Law, the Managing Member shall not have any fiduciary or other duty to another Member or its respective Affiliates, the Company, any of its Subsidiaries or any other Person with respect to the business and affairs of the Company or of any of its Subsidiaries.this Agreement: and (fxvi) The Managing Member to do all such other acts as shall not be liable, responsible prohibited by or accountable in damages or otherwise to the Company or any violation of the Members for any acts performed or omitted within the scope of his, her or its authority other than acts or omissions that involve bad faith, fraud or willful misconductthis Agreement.

Managing Member. (a) The Subject to Section 2.07 of the Stockholders Agreement and Section 8.7, and except as otherwise provided herein, the overall management and control of the Company shall be vested in exercised by the Managing Member. ▇▇▇▇▇▇, as the sole member of the Company, shall be the Managing Member as of the Effective Date. (b) The Managing Member acting in its capacity as such who shall have the power right, power, and authority, acting solely by itself and without the necessity of approval by any other person, to do carry out any and all of the purposes of the Company specified in Section 3.1 and to perform or refrain from performing any and all acts necessary, convenient or incidental to or for that the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by managers of a limited liability company under the laws of the State of Delaware. The Managing Member has the power and authority to bind the Company, act or purport to act on behalf of the Company in any manner, to pledge its credit and to render it liable for any purpose. The Managing Member may take action by written consentdeem necessary, appropriate, desirable, or incidental thereto. Persons dealing with So long as any Senior Secured Note remains outstanding, the Company shall be entitled to rely conclusively on the power and authority of the Managing Member. (c) The Company may reimburse the Managing Member for all reasonable, actually incurred out-of-pocket costs and expenses incurred by it on behalf of the Company. (d) If at any time Holdco ceases to be the Managing Member for any reason, ▇▇▇▇▇▇ shall appoint a new Managing Member. (e) To the maximum extent permitted by the Act and under other Applicable Law, the Managing Member shall not also have any fiduciary or other duty to another Member or its respective Affiliates, the Company, any of its Subsidiaries or any other Person with respect to the business and affairs of the Company or of any of its Subsidiaries. (f) an Independent Director. The Managing Member shall not be liablerequired to obtain the consent of or notify the Independent Director with respect to any matter, responsible or accountable in damages or otherwise except with respect to the Company matters requiring the vote or any consent of the Members for Independent Director pursuant to this Agreement. The Company shall not, and shall not have the power or authority and shall not be authorized to, take any acts performed action expressly specified herein as requiring the affirmative vote or omitted within written consent of the scope Independent Director absent the currently effective appointment of his, her and affirmative vote or its authority written consent of such Independent Director. No Member (other than acts the Managing Member) shall participate in the management, control, or omissions direction of the operations, business, or affairs of the Company, be involved in or transact any business for the Company, or have the power to act for or on behalf of or to bind the Company, such powers being vested solely and exclusively in the Managing Member (subject to the Managing Member's right to delegate such powers pursuant to Section 8.1(b)). Solely for purposes of (i) taking any action that involve bad faithrequires the approval of the Board of Directors of the Company pursuant to the terms of, fraud and as defined in, the indenture for the Company's 8-1/2% Senior Secured Notes due 2010, or willful misconductpursuant to any other the Note Document and (ii) the definition of Continuing Directors (as defined in such indenture), the Board of Directors of the Managing Member shall be and hereby is deemed to constitute the Board of Directors of the Company. For purposes of Section 8.7, the Board of Directors of the Company shall be composed of the members of the Board of Directors of the Managing Member and the Independent Director.

Managing Member. (a) The management of the Company shall be vested in the Managing Member. ▇▇▇▇▇▇, as the sole member Member of the Company, shall be responsible for, and is hereby authorized to conduct, the Managing Member as implementation of the Effective Date. (b) The Managing Member acting in its capacity as such shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance decisions of the purposes described herein, including all powers, statutory or otherwise, possessed by managers of a limited liability company under Members and for conducting the laws of the State of Delaware. The Managing Member has the power ordinary day-to-day and authority to bind the Company, act or purport to act on behalf of the Company in any manner, to pledge its credit and to render it liable for any purpose. The Managing Member may take action by written consent. Persons dealing with the Company shall be entitled to rely conclusively on the power and authority of the Managing Member. (c) The Company may reimburse the Managing Member for all reasonable, actually incurred out-of-pocket costs and expenses incurred by it on behalf of the Company. (d) If at any time Holdco ceases to be the Managing Member for any reason, ▇▇▇▇▇▇ shall appoint a new Managing Member. (e) To the maximum extent permitted by the Act and under other Applicable Law, the Managing Member shall not have any fiduciary or other duty to another Member or its respective Affiliates, the Company, any of its Subsidiaries or any other Person with respect to the usual business and affairs of the Company or as established and approved by the Members. The acts of any the Managing Member will bind the Company when within the scope of its Subsidiaries. (f) the Managing Member's authority. The Managing Member shall not conform to any policies and programs that may be liableestablished and approved by all of the Members and the scope of the Managing Member's authority shall conform with said policies and programs. No promotional or advertising material, responsible including, without limitation, press releases shall use the name of Northwestern Mutual or accountable in damages or otherwise identify Northwestern Mutual without having previously been approved by such Member. The Managing Member shall be obligated to perform its duties, responsibilities and obligations as Managing Member hereunder, only to the extent that funds of the Company are made available to it for such performance (without relieving the Managing Member of any obligation arising under any other provision of this Agreement to provide funds to the Company as a Member in accordance with and subject to the provisions of this Agreement). Any Person dealing with the Company, other than a Member (or any Affiliate of a Member), may rely on the authority of the Managing Member in taking any action in the name of the Company without inquiry into the provisions of this Agreement or compliance herewith, regardless of whether that action actually is taken in accordance with the provisions of this Agreement. Every agreement, instrument or document executed by the Managing Member in the name of the Company with respect to any business or Property of the Company shall be conclusive evidence in favor of any Person relying thereon or claiming thereunder that (i) at the time of the execution or delivery thereof this Agreement was in full force and effect, (ii) such agreement, instrument or document was duly executed according to this Agreement and is binding upon the Company, and (iii) the Managing Member was duly authorized and empowered to execute and deliver such agreement, instrument or document for and on behalf of the Company. Without limiting the terms of Section 8.1, prior to causing the Company to take action with respect to the matters set forth on Schedule 8.2, the Managing Member shall obtain the consent of all Members (provided, however, that each Member’s consent shall be deemed to have been given without the need for further action if and to the extent that an expenditure or new lease is contemplated by or provided for in the Business Plan or Operating Budget). Following Managing Member’s material failure to perform any acts performed of its responsibilities under this Agreement, which (i) persists beyond five (5) business days after written notice to Managing Member with respect to a monetary failure, (ii) persists beyond thirty (30) days after written notice to Managing Member with respect to a non-monetary failure, provided that if such non-monetary failure is not susceptible to cure within such thirty (30) day period, such period shall be extended for up to an additional fifteen (15) days provided that Managing Member commences to cure within such thirty (30) day period and thereafter diligently pursues such cure to completion not to exceed sixty (60) days, or omitted (iii) after Managing member has received more than two (2) notices of its material failure to perform any time within the scope preceding six (6) month period, irrespective of hiswhether any such failure was cured, her the Members hereby acknowledge and agree that the non-Managing Member is hereby authorized (provided that such Member is not then a Defaulting Member) to perform or its authority other than acts or omissions that involve bad faith, fraud or willful misconductoversee the performance of such responsibilities in the place of the Managing Member.

Managing Member. (a) The management property, business, and affairs of the Company shall be vested in managed by the Managing Member. ▇▇▇▇▇▇Except where the Members’ approval is expressly required by this Agreement or by the Act, as the sole member Managing Member shall have full authority, power, and discretion to make all decisions with respect to the Company’s business, including, without limitation, to (i) enter into any contracts or agreements with respect to the operations of the Company, shall be the Managing Member as of the Effective Date. (bii) The Managing Member acting in its capacity as such shall have the power to do invest any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by managers of a limited liability company under the laws of the State of Delaware. The Managing Member has the power and authority to bind the Company, act or purport to act on behalf funds of the Company in any manner, (iii) issue Interests to pledge any Person or admit any Person as a Member, (iv) cause the Company to merge or consolidate with or into another Person or sell all or substantially all of its credit and to render it liable for any purpose. The assets, on such terms as the Managing Member may shall approve, and (v) amend the Certificate, in each case to the fullest extent permitted by the Act. (b) Except as otherwise expressly provided in this Agreement or the Act, the Members shall have no right to control or manage, nor shall they take action by written consent. Persons dealing with any part in the Company shall be entitled to rely conclusively on control or management of, the power and authority property, business, or affairs of the Managing MemberCompany, but they may exercise the rights and powers of Members under this Agreement. (c) The Company may reimburse the Managing Member for all reasonableshall be one representative from Edison Nation, actually incurred out-of-pocket costs Inc. and expenses incurred by it on behalf of the Companyone representative from 4 Keeps Roses, Inc., acting unanimously. (d) If The Managing Member may resign at any time Holdco ceases by notice to the Company. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time is specified, at the time of its receipt by the Company. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. The Members shall have the right to remove the Managing Member , at any time, with or without cause, upon the vote of Members holding 85% of the Percentage Interests, and upon the resignation, removal, death or incapacity of the Managing Member, the Members shall appoint a successor Managing Member pursuant to Section 5.1(c). In the event a specific representative of each, or any one, Member is not presently designated or lacks the legal capacity to serve as the Managing Member or is unavailable in the event of an emergency, then the most senior executive officer of that Member shall be deemed to be the Managing Member for any reason, ▇▇▇▇▇▇ shall appoint a new Managing appointed or acting representative until otherwise replaced by that Member. (e) To the maximum extent permitted by the Act and under other Applicable Law, the Managing Member shall not have any fiduciary or other duty to another Member or its respective Affiliates, the Company, any of its Subsidiaries or any other Person with respect to the business and affairs of the Company or of any of its Subsidiaries. (f) The Managing Member shall not be liable, responsible or accountable in damages or otherwise to the Company or any of the Members for any acts performed or omitted within the scope of his, her or its authority other than acts or omissions that involve bad faith, fraud or willful misconduct.

Managing Member. (a) The management of the Company shall be vested in GTCS is hereby designated as the Managing Member. ▇▇▇▇▇▇, as the sole member Member of the Company, shall be the Managing Member as of the Effective Date. (b) The Managing Member acting in its capacity as such shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by managers of a limited liability company under the laws of the State of Delaware. The Managing Member has the exclusive power and authority to bind authority, in the Company, act or purport to act name of and on behalf of the Company in any mannerCompany, to pledge its credit perform all acts and do all things that it deems necessary or desirable to render it liable for any purpose. The Managing Member may take action by written consent. Persons dealing with conduct the Company shall be entitled to rely conclusively on the power and authority of the Managing Member. (c) The Company may reimburse the Managing Member for all reasonable, actually incurred out-of-pocket costs and expenses incurred by it on behalf business of the Company. (dc) If at any time Holdco ceases to be Without limiting the Managing Member for any reason, ▇▇▇▇▇▇ shall appoint a new Managing Member. (egenerality of Section 3.1(b) To the maximum extent permitted by the Act and under other Applicable Lawhereof, the Managing Member shall not have be authorized in the name of and on behalf of the Company: (i) to enter into, execute, amend, supplement, acknowledge and deliver any fiduciary and all contracts, agreements or other duty to another Member or its respective Affiliates, instruments for the operation of the Company, any ; and (ii) in general to do all things and execute all documents necessary or appropriate to conduct the business of the Company as set forth in Section 1.3 hereof. (d) The Managing Member of the Company shall hold office until its Subsidiaries resignation or any other Person removal in accordance with respect the provisions hereof. The Managing Member is a “manager” of the Company (within the meaning of the Act). The Managing Member shall devote such time to the business and affairs of the Company or of any as it deems necessary, in its sole discretion, for the performance of its Subsidiariesduties, but in any event, shall not be required to devote full time to the performance of such duties and may delegate its duties and responsibilities as provided in this Agreement. (e) Any action taken by the Managing Member, and the signature of the Managing Member (or an authorized representative thereof) on any agreement, contract, instrument or other document on behalf of the Company shall be sufficient to bind the Company and shall conclusively evidence the authorization and approval of the Company and its Members with respect thereto. This Section 3.1(e) shall not, subject to the terms of this Agreement, including, without limitation, Article IX hereof, relieve the Managing Member from any liability to the other Members for any act in contravention of this Agreement. (f) The Any Person dealing with the Company, the Managing Member shall not be liableor any Member may rely upon a certificate signed by the Managing Member as to (i) the identity of such Managing Member, responsible any Member or accountable in damages or otherwise any Officer, (ii) any factual matters relevant to the affairs of the Company, (iii) the Persons who are authorized to execute and deliver any document on behalf of the Company or (iv) any of the Members for any acts performed action taken or omitted within by the scope of his, her Company or its authority other than acts or omissions that involve bad faith, fraud or willful misconductsuch Managing Member.

Managing Member. The Managing Member (ain its capacity as manager as opposed to its capacity as a Member) shall have the duty and responsibility to direct and manage the affairs of the Company and to make all decisions with regard thereto, except where (i) the Executive Committee’s or a Member’s approval is required under this Agreement or (ii) the approval of any of the Members is expressly required by a non-waivable provision of applicable law. The Managing Member agrees to carry out its obligations as a manager with respect to the management of the Company using Due Care. The standard of Due Care shall be vested in the Managing Member. ▇▇▇▇▇▇apply to all duties, as the sole member obligations, liabilities, powers and authority of the Company, shall be the Managing Member as manager. The express reference in any provision of this Agreement to the standard of Due Care shall not be construed to mean that Due Care does not apply to any and all other duties, obligations, liabilities, powers and authority of the Effective Date.Managing Member as manager. The Managing Member shall devote such time and effort to the Company as the Company deems reasonably necessary for the conduct of the Company’s business, including, without limitation, the following, all of which shall be at the Company’s expense: (a) in accordance with any approved Annual Budget and Capital Budget or where such expenditure is expressly permitted hereunder and would not constitute a Major Decision, to pay any and all necessary or appropriate expenses associated with the operation of the Company and its Subsidiaries; (b) The Managing Member acting in its capacity as to operate the Subsidiaries and the Properties with a profit motive; (c) to perform and discharge all of the Company’s or any Subsidiary’s duties and obligations with respect to the closing, consummation of and performance under any Company financing (including any Loans or Third-party Loans), including, without limitation, the formation and organization or the contribution of equity interests of any Subsidiaries, the contribution of Properties to such shall have Subsidiaries, and the power to do execution and delivery of any and all acts necessarydocuments and instruments in connection therewith; (d) subject to the terms and conditions of this Agreement, convenient to engage in any kind of activity and perform, carry out and ensure compliance with contracts or other obligations of any kind (including without limitation any contracts with respect to any Loans or any documents securing any such Loans) necessary or incidental to or for in connection with the furtherance accomplishment of the purposes described herein, including all powers, statutory of the Company as may be lawfully carried out or otherwise, possessed performed by managers of a limited liability company partnership under the laws of each state in which the State of Delaware. The Company is then formed or registered or qualified to do business so long as and to the extent such activities are contemplated in the then approved Annual Budget or Capital Budget, provided that the Managing Member has shall not be obligated to take any action with respect to a Duke Agreement that is reserved for the power unilateral action of the CBRE Member pursuant to Section 3.1(b)(vii), except at the request of the CBRE Member; (e) prepare or cause to be prepared for execution by the Company or any Subsidiary all forms, reports and authority returns, if any, required to bind be filed by the Company or any Subsidiary under applicable federal, state or local laws and otherwise required to be prepared by the Managing Member by the terms of this Agreement; (f) apply for, obtain, and maintain, in the name of the Company or any Subsidiary, all licenses and permits (including deposits and bonds) required of the Company or such Subsidiary in connection with the operation of the Properties, and otherwise cause the Property Manager to ensure that ownership and operation of the Properties is conducted in compliance with all applicable federal, state and local laws, regulations and rules (provided’that any actions or decisions with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, shall require the approval of the Executive Committee); (g) acquire and enter into any contract of insurance, as directed by the Executive Committee, or which the Managing Member reasonably deems necessary or appropriate for the protection of the Company and its Subsidiaries, for the conservation of its assets or for any purpose convenient or beneficial to the Company and its Subsidiaries; (h) subject to the terms and conditions of this Agreement, including without limitation Section 3.1 and Section 3.7, to employ such agents as the Managing Member may from time to time reasonably determine to be necessary in connection with the conduct of the Company’s business; (i) notwithstanding anything to the contrary contained in this Agreement but only in accordance with any approved Leasing Plan, act or purport to act execute, on behalf of the Company in or any mannerSubsidiary, Leases for a Property or renewals or extensions thereof or options with respect thereto; (j) subject to the terms and conditions of this Agreement, to pledge its credit execute any and all agreements, contracts, documents, certifications and instruments necessary or convenient in connection with the operation of the Company and is Subsidiaries; (k) to monitor the operations of the Company, the Subsidiaries and the Properties and to render it liable for report thereon to the Executive Committee on a regular basis and as required by the terms of this Agreement; and (1) to oversee the activities of the Property Manager or any purpose. The other Person (including third-party service providers or independent contractors) to whom the Managing Member may have delegated any of its responsibilities under and in accordance with this Agreement and to ensure the performance by any such Person of its obligations to the Company and any Subsidiary (including without limitation the obligations of the Property Manager under the Management Agreement), provided that the Managing Member shall not be obligated to take any action by written consentwith respect to a Duke Agreement that is reserved for the unilateral action of the CBRE Member pursuant to Section 3.1 (b)(vii), except at the request of the CBRE Member. Persons With respect of matters delegated to the Managing Member pursuant to this Section 3.2, any Person dealing with the Managing Member with respect to the conduct of the affairs of the Company shall not be entitled obligated to rely conclusively on ascertain that the power and authority terms of this Agreement have been complied with, or be obligated to inquire into the necessity or expediency, of any action of the Managing Member. (c) The Company may reimburse the Managing Member for all reasonable, actually incurred out-of-pocket costs and expenses incurred by it on behalf of the Company. (d) If at any time Holdco ceases to be the Managing Member for any reason, ▇▇▇▇▇▇ shall appoint a new Managing Member. (e) To the maximum extent permitted by the Act and under other Applicable Law, the Managing Member shall not have any fiduciary or other duty to another Member or its respective Affiliates, the Company, any of its Subsidiaries or any other Person with respect to the business and affairs of the Company or of any of its Subsidiaries. (f) The Managing Member shall not be liable, responsible or accountable in damages or otherwise to the Company or any of the Members for any acts performed or omitted within the scope of his, her or its authority other than acts or omissions that involve bad faith, fraud or willful misconduct.

Managing Member. (a) The management Subject to the other provisions of this Agreement, the full right, power, authority and discretion to conduct the business and affairs of the Company Company, and to do all things necessary to carry on the business of the Company, shall be vested in the Managing Member, acting alone and without the consent of any other Member; provided that the actions set forth on Schedule 4.1(a) hereto (the “Unanimous Actions”) shall require the consent of all Members prior to taking any such action. ▇▇▇▇▇▇, as Without limiting the sole member generality of the Company, shall be foregoing and subject to the other provisions of this Agreement: (A) the Managing Member as shall have the full and exclusive right, power and authority to make all decisions (affirmative or negative) and to take any actions on behalf of or in respect of the Effective DateCompany as determined by the Managing Member in its sole discretion, with the understanding, however, that Unanimous Actions shall require the consent of all Members prior to taking each such action; and (B) except for Unanimous Actions or as otherwise expressly prohibited by this Agreement, the Managing Member is hereby authorized to execute and deliver on behalf of the Company any and all documents, contracts, certificates, agreements and instruments, and to take any action of any kind and to do anything and everything the Managing Member deems necessary, desirable or appropriate in accordance with the provisions of this Agreement and the LLC Act. (b) The Managing Member acting in its capacity as such shall have Subject to the power to do any terms and all acts necessary, convenient or incidental to or for the furtherance conditions of the purposes described herein, including all powers, statutory or otherwise, possessed by managers of a limited liability company under the laws of the State of Delaware. The Managing Member has the power and authority to bind the Company, act or purport to act on behalf of the Company in any manner, to pledge its credit and to render it liable for any purpose. The Managing Member may take action by written consent. Persons dealing with the Company shall be entitled to rely conclusively on the power and authority of the Managing Member. (c) The Company may reimburse the Managing Member for all reasonable, actually incurred out-of-pocket costs and expenses incurred by it on behalf of the Company. (d) If at any time Holdco ceases to be the Managing Member for any reason, ▇▇▇▇▇▇ shall appoint a new Managing Member. (e) To the maximum extent permitted by the Act and under other Applicable Lawthis Agreement, the Managing Member shall not have any fiduciary or other duty the responsibility and authority for (i) the day to another Member or its respective Affiliates, the Company, any day management and operation of its Subsidiaries or any other Person with respect to the business and affairs of the Company or (including the Business) in accordance with this Agreement, (ii) implementing all Unanimous Actions approved by the Members and (iii) managing the Company consistent with the terms and conditions of any this Agreement. The Managing Member accepts and agrees to perform its duties and undertake its responsibilities set forth in this Agreement and in doing so act in good faith and in the best interests of its Subsidiariesthe Company. (fc) The Managing Member may not be removed as Managing Member, nor may it resign as Managing Member. (d) The Managing Member shall not be liable, responsible or accountable in damages or otherwise entitled to the reimbursement of all reasonable, documented out-of-pocket expenses it incurs on behalf of the Company in accordance with this Agreement. (e) Whenever pursuant to this Agreement, the Managing Member exercises any right given to it to approve or disapprove or to provide or withhold consent or any arrangement or term is to be satisfactory or acceptable to the Managing Member, all such decisions, directions and determinations made by the Managing Member shall be in the sole and absolute discretion of the Members Managing Member, except as otherwise expressly provided for in this Agreement, and shall be final and conclusive. Each Member hereby acknowledges that the Managing Member shall not owe any acts performed or omitted within fiduciary duties to any Member, and each Member hereby waives any and all applicable fiduciary duties and the scope applicability of his, her or its authority other than acts or omissions that involve bad faith, fraud or willful misconductthe corporate opportunity doctrine with respect to the Managing Member.

Managing Member. (a) The management of the Company shall be vested in the Managing Member. ▇▇▇▇▇▇, as The Managing Member shall manage and control the sole member business of the Company, shall be subject to the Managing Member as limitations and restrictions set forth in this Agreement, by conducting, in the name of, and on behalf of, the Company the business and affairs of the Effective DateCompany, and in so doing may exercise in the name of, and on behalf of, the Company all the rights and powers which may be possessed by the Members under the Act including, without limitation the rights and powers provided in this Agreement. (b) The Managing Member acting in its capacity as such shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by managers of a limited liability company under the laws of the State of Delaware. The Managing Member has the power and authority to bind the Company, act or purport to act on behalf of the Company in any manner, to pledge its credit and to render it liable for any purpose. The Managing Member may take action by written consent. Persons Any Person dealing with the Company shall be entitled may rely (without duty of further inquiry) upon a certificate signed by the Managing Member as to: (i) The identity of any Managing Member, Member, or Officer; (ii) The existence or nonexistence of any fact or facts which constitute a condition precedent to rely conclusively on acts by the power and authority Managing Member or which are in other matters germane to the affairs of the Managing Company; (iii) The Persons who are authorized to execute and deliver any instrument or document of the Company; or (iv) Any act or failure to act by the Company or any other matter whatsoever involving the Company or any Member. (c) The Company may reimburse signature of the Managing Member for shall be necessary and sufficient to convey title to any Property owned by the Company or to execute any promissory notes, trust deeds, mortgages, or other instruments of hypothecation, and all reasonable, actually incurred out-of-pocket costs and expenses incurred by it on behalf of the CompanyMembers agree that a copy of this Agreement may be shown to the appropriate parties in order to confirm the same, and further agree that the signature of the Managing Member shall be sufficient to execute any document necessary to effectuate this or any other provision of this Agreement. All of the Members, pursuant to Section 10, do hereby appoint the Managing Member as their attorney-in- fact for the execution of any or all of the documents described in this Section 4.4(c). (d) If The Managing Member shall have the power to delegate authority to such committees, employees, agents and representatives of the Company, as it may from time to time deem appropriate. Any delegation of authority to take any action must be approved in the same manner as would be required for the Managing Member to approve such action directly. The Managing Member is hereby authorized to execute all agreements and other documents necessary for or incidental to the formation of the Company, including, without limitation, those agreements set forth in Sections 1.3, 1.9(d), and 4.5(r), (u), and (v). (e) The Managing Member may, from time to time as it deems advisable, select natural persons who are employees or agents of the Company and designate them as officers of the Company (the "Officers") and assign titles (including, without limitation, President, Vice President, Secretary, and Treasurer) to any such person. Unless the Managing Member explicitly provides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 4.4(e) may be revoked at any time Holdco ceases to be by the Managing Member for any reason, ▇▇▇▇▇▇ shall appoint a new Member. An Officer may be removed with or without cause by the Managing Member. (e) To the maximum extent permitted by the Act and under other Applicable Law, the Managing Member shall not have any fiduciary or other duty to another Member or its respective Affiliates, the Company, any of its Subsidiaries or any other Person with respect to the business and affairs of the Company or of any of its Subsidiaries. (f) The A Managing Member shall not be liableliable under a judgment, responsible decree, or accountable order of court, or in damages any other manner, for a debt, obligation, or otherwise to liability of the Company or any solely by virtue of such Managing Member serving as the Managing Member of the Members for any acts performed or omitted within the scope of his, her or its authority other than acts or omissions that involve bad faith, fraud or willful misconductCompany.