Common use of Actions Required by Member Clause in Contracts

Actions Required by Member. (a) Notwithstanding anything herein to the contrary, the Board will not take any action without approval of the Member with respect to an extraordinary matter that would have, or would reasonably be expected to have, a material effect, directly or indirectly, on the Member’s interests in the Company. The type of extraordinary matter referred to in the prior sentence which requires approval of the Member shall include the following: (i) dissolution or liquidation of the Company, the Partnership or a material subsidiary of any such entity; (ii) commencement of any action relating to bankruptcy, insolvency or reorganization of the Company, the Partnership or a material subsidiary of any such entity; (iii) making or consenting to a general assignment for the benefit of the creditors of the Company, the Partnership or a material subsidiary of any such entity; (iv) a merger, consolidation, recapitalization or similar transaction involving the Company, the Partnership or a material subsidiary of any such entity; (v) a sale, exchange or other transfer not in the ordinary course of business of a substantial portion of the assets of the Partnership or a material subsidiary, viewed in each case on a consolidated basis, in one or a series of related transactions; (vi) a material amendment of the Partnership Agreement; and (vii) a material change in the amount of the quarterly distribution made on the Common Units or the payment of a material extraordinary distribution by the Partnership. An extraordinary matter will be deemed approved by the Member if the Board receives a written, facsimile or electronic instruction evidencing such approval from the Member or if a majority of the Directors that are not Independent Directors because of their affiliation with the Member approve such matter. To the fullest extent permitted by law, a Director, acting as such, shall have no duty, responsibility or liability to the Member with respect to any action by the Board approved by the Member in accordance with this Section 5.16. (b) Notwithstanding anything herein to the contrary, the Member shall have exclusive authority over the business and affairs of the Company that do not relate to management and control of the Partnership. The matters referred to in the immediately preceding sentence where the Member shall have exclusive authority shall include but not be limited to (i) the amount and timing of distributions paid by the Company, (ii) the issuance or repurchase of any equity interests in the Company, (iii) the prosecution, settlement or management of any claim made directly against the Company, (iv) whether to sell, convey, transfer or pledge any asset of the Company, (v) whether to amend, modify or waive any rights relating to the assets of the Company (including the decision to amend or forego distributions by the Partnership in respect of the Incentive Distribution Rights), and (vi) whether to enter into any agreement to incur an obligation of the Company other than an agreement entered into for and on behalf of the Partnership for which the Company is liable exclusively by virtue of its capacity as general partner of the Partnership. (c) Without limiting the authority granted by Section 5.16(b) of this Agreement, the Member shall have exclusive authority to cause the Company to exercise the rights of the Company, as general partner of the Partnership, provided in the following provisions of the Partnership Agreement: (i) Section 2.04 (“Purpose and Business”), with respect to decisions to perform all acts determined to be necessary or appropriate to carry out the purposes and conduct the business of the Partnership; (ii) Sections 4.06 (a) and (b) (“Transfer of the General Partner’s General Partner Interest”) and Section 4.07 (“Transfer of Incentive Distribution Rights”), solely with respect to the decision by the Company to transfer its general partner interest in the Partnership or its Incentive Distribution Rights; (iii) Section 5.02 (b) (“Initial Unit Issuances; General Partner Pre-emptive Rights”), solely with respect to the decision to make additional capital contributions to the Partnership; (iv) Section 5.08 (“Limited Preemptive Right”); (v) Section 5.11 (“Issuance of Class B Units in Connection with Reset of Incentive Distribution Rights”) with respect to any decision by the Company thereunder as a holder of Incentive Distribution Rights or Class B Units; (vi) Section 6.07 (“Special Provisions Relating to the Holders of Subordinated Units and Class B Units”) with respect to any decision by the Company thereunder as a holder of Subordinated Units or Class B Units; (vii) Section 7.05(d) (relating to the right of the Company and its Affiliates to purchase Partnership Securities and exercise rights related thereto) and Section 7.11 (“Purchase and Sale of Partnership Securities”), solely with respect to decisions by the Company to purchase or otherwise acquire and sell Partnership Securities for its own account; (viii) Section 7.06 (“Loans from the General Partner; Loans or Contributions from the Partnership or Group Members”), solely with respect to the decision by the Company to lend funds to a Group Member, subject to the provisions of Section 7.09 of the Partnership Agreement; (ix) Section 7.07 (“Indemnification”), solely with respect to any decision by the Company to exercise its rights as an “Indemnitee;” (x) Section 7.12 (“Registration Rights of the General Partner and its Affiliates”), solely with respect to any decision to exercise registration rights; (xi) Section 11.01 (“Withdrawal of the General Partner”), solely with respect to the decision by the Company to withdraw as general partner of the Partnership and to giving notices required thereunder; (xii) Section 11.03 (a) and (b) (“Interest of Departing General Partner and Successor General Partner”); and (xiii) Section 15.01 (“Right to Acquire Limited Partner Interests”).

Actions Required by Member. (a) Notwithstanding anything herein to the contrary, the Board of Directors will not take any action without approval of the Member with respect to an extraordinary matter that would have, or would reasonably be expected to have, a material effect, directly or indirectly, on the Member’s 's interests in the Company. The type of extraordinary matter referred to in the prior sentence which requires approval of the Member shall include include, but not be limited to, the following: (i) dissolution commencement of any action relating to bankruptcy, insolvency, reorganization or liquidation relief of debtors by the Company, the Limited Partnership or a material subsidiary of any such entity; (ii) commencement of any action relating to bankruptcy, insolvency or reorganization of the Company, the Partnership or a material subsidiary of any such entity; (iii) making or consenting to a general assignment for the benefit of the creditors of the Company, the Partnership or a material subsidiary of any such entity; (iv) a merger, consolidation, recapitalization or similar transaction involving the Company, the Limited Partnership or a material subsidiary of any such entity; (viii) a sale, exchange or other transfer not in the ordinary course of business of a substantial portion of the assets of the Limited Partnership or a material subsidiary, viewed in each case on a consolidated basis, in one or a series of related transactions; (viiv) dissolution or liquidation of the Company or the Limited Partnership; (v) a material amendment of the Limited Partnership Agreement; and (viivi) a material change in the amount of the quarterly distribution made on the Common Units or the payment of a material extraordinary distribution by the Limited Partnership. An extraordinary matter will be deemed approved by the Member if the Board of Directors receives a written, facsimile or electronic instruction evidencing such approval from the Member or if a majority of the Directors that are do not Independent Directors meet the independence and experience requirements as set forth most recently by the NYSE because of their affiliation with the Member approve such matter. To the fullest extent permitted by law, a Director, acting as such, shall have no duty, responsibility or liability to the Member with respect to any action by the Board of Directors approved as required above by the Member in accordance with this Section 5.16Member. (b) Notwithstanding anything herein to the contrary, the Member shall have exclusive authority over the business and affairs of the Company that do not relate to management and control of the Limited Partnership. The matters referred to in the immediately preceding sentence where the Member shall have exclusive authority shall include but not be limited to (i) the amount and timing of distributions paid by the Company, (ii) the issuance or repurchase of any equity interests in the Company, (iii) the prosecution, settlement or management of any claim made directly against the Company, (iv) whether to sell, convey, transfer or pledge any asset of the Company, (v) whether to amend, modify or waive any rights relating to the assets of the Company (including the decision to amend or forego distributions by the Limited Partnership in respect of the Incentive Distribution Rights), and (vi) whether to enter into any agreement to incur an obligation of the Company other than an agreement entered into for and on behalf of the Limited Partnership for which the Company is liable exclusively by virtue of its capacity as general partner of the Limited Partnership. (c) Without limiting the authority granted by Section 5.16(b) of this Agreement4.9(b), the Member shall have exclusive authority to cause the Company to exercise the rights of the Company, as general partner of the Limited Partnership, provided in the following provisions of the Limited Partnership Agreement: (i) Section 2.04 2.4 (“"Purpose and Business”"), with respect to decisions to perform all acts determined to be necessary propose or appropriate to carry out approve the purposes and conduct by the business Limited Partnership of the Partnershipany business; (ii) Sections 4.06 (a4.6(a) and (b) (“"Transfer of the General Partner’s 's General Partner Interest”") and Section 4.07 4.7 (“"Transfer of Incentive Distribution Rights”"), solely with respect to the decision by the Company to transfer its general partner interest in the Limited Partnership or its Incentive Distribution Rights; (iii) Section 5.02 5.2 (b) (“Initial Unit Issuances; "Contributions by the General Partner Pre-emptive Rights”and its Affiliates"), solely with respect to the decision to make additional capital contributions to the Limited Partnership; (iv) Section 5.08 5.8 (“"Limited Preemptive Right”"); (v) Section 5.11 (“Issuance of Class B Units in Connection with Reset of Incentive Distribution Rights”) with respect to any decision by the Company thereunder as a holder of Incentive Distribution Rights or Class B Units; (vi) Section 6.07 (“Special Provisions Relating to the Holders of Subordinated Units and Class B Units”) with respect to any decision by the Company thereunder as a holder of Subordinated Units or Class B Units; (vii) Section 7.05(d7.5(d) (relating to the right of the Company and its Affiliates to purchase Partnership Securities and exercise rights related thereto) and Section 7.11 (“"Purchase and Sale of Partnership Securities”"), solely with respect to decisions by the Company to purchase or otherwise acquire and sell Partnership Securities for its own account; (viiivi) Section 7.06 7.6(a) (“"Loans from the General Partner; Loans or Contributions from the Partnership or Group Members”"), solely with respect to the decision by the Company to lend funds to a Group Member, subject to the provisions of Section 7.09 7.9 of the Limited Partnership Agreement; (ixvii) Section 7.07 7.7 (“"Indemnification”"), solely with respect to any decision by the Company to exercise its rights as an “"Indemnitee;”" (xviii) Section 7.12 (“"Registration Rights of the General Partner and its Affiliates”"), solely with respect to any decision to exercise registration rights; (xiix) Section 11.01 11.1 (“"Withdrawal of the General Partner”"), solely with respect to the decision by the Company to withdraw as general partner of the Limited Partnership and to giving notices required thereunder; (xiix) Section 11.03 (a11.3(a) and (b) (“"Interest of Departing General Partner and Successor General Partner”"); and (xiiixi) Section 15.01 15.1 (“"Right to Acquire Limited Partner Interests”").