Common use of Actions Requiring Board Approval Clause in Contracts

Actions Requiring Board Approval. (a) In addition to any other matters under Applicable Law or pursuant to the provisions of this Agreement that require the approval of the Board of Managers, the Partnership (or the officers and agents acting on its behalf), on its own behalf or on behalf of any of its subsidiaries, shall not take any of the following actions without having first received the approval of the Board of Managers in accordance with this Agreement: (i) to sell all or any portion of the Partnership’s Eclipse Common Stock or to extend the Agreed Term; (ii) to make distributions of Eclipse Common Stock or other cash and property to the Partners; provided however, the Board shall cause the Partnership to make a distribution of Eclipse Common Stock not later than ten (10) days after the applicable Authorized Shares Distribution Notice or the expiration of the Agreed Term; (iii) to vote or to abstain from voting the shares of the Partnership’s Eclipse Common Stock on any given matter to be voted upon by the shareholders of Eclipse; (iv) to appoint or remove any officer of the Partnership; (v) to merge, combine, or consolidate the Partnership with any other entity, or convert the Partnership into another form of entity; (vi) to liquidate or dissolve the Partnership, commence a voluntary bankruptcy by the Partnership, or consent to the appointment of a receiver, liquidator, assignee, custodian, or trustee for the purposes of winding up the affairs of the Partnership; (vii) to appoint the Partnership’s independent certified public accountants; (viii) to cause the Partnership to (A) execute and deliver any Material Agreement and (B) amend, modify or otherwise change (including by waiver or consent) in any material respect any Material Agreement; (ix) to compromise or settle any lawsuit, administrative matter or other dispute where the amount the Partnership may recover or might be obligated to pay, as applicable, is in excess of $100,000; (x) to form any subsidiary of the Partnership; (xi) to approve (A) a Disposition by a Member of all or a portion of such Partner’s Partnership Interest under Section 9.1 and (B) the admission of an assignee of all or a portion of a Partnership Interest as a Partner pursuant to Section 9.2: (xii) to increase or decrease the number of Managers serving on the Board of Managers; (xiii) to create, incur, assume, guarantee, refinance or prepay any Indebtedness or amend, modify or otherwise alter the terms and provisions of any such Indebtedness (including by waiver or consent); (xiv) to guarantee in the name or on behalf of the Partnership the performance of any contract or other obligation of any person other than the Partnership or any of its subsidiaries; (xv) to mortgage, pledge, assign in trust or otherwise encumber any property or assets of the Partnership, or assign any monies owed or to be owed to the Partnership, except to secure Indebtedness permitted under Section 6.8(a)(xiii); (xvi) to (A) authorize, offer for sale, or issue, any equity or debt securities of the Partnership or (B) repurchase or redeem any equity or debt securities of the Partnership; (xvii) to engage in any transaction with any Partner, manager, officer, employee or other Affiliate of the Partnership, or their respective Affiliates (other than reimbursement of documented expenses of Managers); (xviii) to take any action, authorize or approve, or enter into any binding agreement with respect to or otherwise commit to do any of the foregoing. (b) The Partners acknowledge and agree, notwithstanding anything to the contrary in this Agreement or in the Act, that the matters described in Section 6.8(a) require the approval of the Board only and that no separate or additional Partner vote, consent or approval shall be required in order for the Partnership to undertake such action. (c) To the extent this Agreement obligates the Partnership to take certain actions, each Manager shall vote to cause the Partnership to take such actions.

Actions Requiring Board Approval. (a) In addition to any other matters under Applicable Law or pursuant Notwithstanding anything in this Agreement to the provisions of this Agreement that require contrary, but subject to ‎Section 9.05, ‎Section 9.06, and ‎Section 9.07, neither the approval Partnership nor any of the Board of ManagersPartnership’s Subsidiaries may take any action, the Partnership (or the officers and agents acting on its behalf), on its own behalf or on behalf of any of its subsidiaries, shall not take including any of the following actions actions, without having first received prior Board Approval unless authority to take such action has previously been delegated to an Officer or other authorized person: (a) commencing or acquiring any new project in which the approval of costs and committed project expenses collectively exceed (i) the Board of Managers aggregate amounts approved in the Annual Budget for such acquisition and committed project expenses, if any, plus (ii) $3,000,000; (b) continuing an existing project if the cumulative committed project expenses are expected to exceed (i) the aggregate amounts approved in the Annual Budget for such committed project expenses, if any, plus (ii) $2,000,000; (c) altering, supplementing, amending or otherwise modifying any Budget; (d) approving, altering, supplementing, amending or otherwise modifying any future Partnership budgets; (e) making distributions in accordance with the provisions of ‎Section 7.01 or ‎Section 7.03 of this Agreement: (i) to sell all or any portion of the Partnership’s Eclipse Common Stock or to extend the Agreed Term; (ii) to make distributions of Eclipse Common Stock or other cash and property to the Partners; provided however, the Board shall cause the Partnership to make a distribution of Eclipse Common Stock not later than ten (10) days after the applicable Authorized Shares Distribution Notice or the expiration of the Agreed Term; (iii) to vote or to abstain from voting the shares of the Partnership’s Eclipse Common Stock on any given matter to be voted upon by the shareholders of Eclipse; (iv) to appoint or remove any officer of the Partnership; (v) to merge, combine, or consolidate the Partnership with any other entity, or convert the Partnership into another form of entity; (vi) to liquidate or dissolve the Partnership, commence a voluntary bankruptcy by the Partnership, or consent to the appointment of a receiver, liquidator, assignee, custodian, or trustee for the purposes of winding up the affairs of the Partnership; (vii) to appoint the Partnership’s independent certified public accountants; (viii) to cause the Partnership to (A) execute and deliver any Material Agreement and (B) amend, modify or otherwise change (including by waiver or consent) in any material respect any Material Agreement; (ixf) to compromise incurring, guaranteeing or settle assuming any lawsuit, administrative matter or other dispute where the amount the Partnership may recover or might be obligated to pay, as applicable, is in excess of $100,000; (x) to form any subsidiary of the Partnership; (xi) to approve (A) a Disposition indebtedness by a Member of all or a portion of such Partner’s Partnership Interest under Section 9.1 and (B) the admission of an assignee of all or a portion of a Partnership Interest as a Partner pursuant to Section 9.2: (xii) to increase or decrease the number of Managers serving on the Board of Managers; (xiii) to create, incur, assume, guarantee, refinance or prepay any Indebtedness or amend, modify or otherwise alter the terms and provisions of any such Indebtedness (including by waiver or consent); (xiv) to guarantee in the name or on behalf of the Partnership the performance of any contract or other obligation of any person other than the Partnership or any of its subsidiariesSubsidiaries in excess of an aggregate of $5,000,000; (xvg) to mortgageacquiring or disposing, pledgein any one transaction or series of related transactions, assign of any assets for aggregate consideration in trust or otherwise encumber any property or assets excess of the Partnership, or assign any monies owed or to be owed to the Partnership, except to secure Indebtedness permitted under Section 6.8(a)(xiii)$5,000,000; (xvih) entering into any derivative transactions, including hedging, forward sales or similar contracts, in excess of an aggregate of $5,000,000; (i) initiating any material litigation or other material legal or administrative proceeding or entering into any settlement agreement with respect to any material litigation or other material legal or administrative proceeding; (Aj) authorizeelecting or removing any Officer pursuant to ‎Section 9.03 of this Agreement; (k) creating or adopting any compensation, offer benefits, incentive, welfare or other plan for sale, the benefit of any officer or issue, any equity or debt securities employee of the Partnership or (B) repurchase or redeem any equity or debt securities of the Partnershipits Subsidiaries; (xviil) entering into any agreement, contract or other instrument not otherwise referred to engage in this ‎Section 9.04 to which the Partnership or any of its Subsidiaries is a party or by which any of them or any of their respective assets be bound that would be reasonably expected to create liabilities or obligations of the Partnership in excess of $1,000,000 in any transaction with any Partner, manager, officer, employee Fiscal Year or other Affiliate in excess of $5,000,000 during the Partnership, or their respective Affiliates (other than reimbursement term of documented expenses of Managers);such contract; and (xviiim) to take loaning money or providing any actionguarantee for a third party. The thresholds set out in clauses (a), authorize or approve, or enter into any binding agreement with respect to or otherwise commit to do any of the foregoing. (b), (f), (g), (h) The Partners acknowledge and agree, notwithstanding anything to the contrary in this Agreement or in the Act, that the matters described in Section 6.8(a(l) require the approval of above will be reconsidered by the Board only of Directors on an annual basis and that no separate or additional Partner votefor larger approvals, consent or such as funding projects, the thresholds will not apply to contracts and commitments made under the larger approval shall be required in order for unless otherwise requested by the Partnership to undertake such actionBoard of Directors. (c) To the extent this Agreement obligates the Partnership to take certain actions, each Manager shall vote to cause the Partnership to take such actions.

Actions Requiring Board Approval. (a) In addition to any other matters under Applicable Law or pursuant to Notwithstanding the provisions of this Agreement that require the approval general authority of the Board of Managersset forth in Section 5.1(a)(i), and subject to Section 5.1(a)(iii) and Section 14.12, the Partnership (Company shall not, and shall not, in circumstances where the Company has the authority to cause a Subsidiary to take or the officers and agents acting on its behalf)omit to take such actions, on its own behalf permit or on behalf of cause any of its subsidiariesthe Company’s Subsidiaries to, shall not directly or indirectly, take any of the following actions without having first received the prior approval of the Board of Managers in accordance with this AgreementBoard: (iA) to sell all or any portion of the Partnership’s Eclipse Common Stock or to extend the Agreed Termtaking actions requiring approval under Section 5.1(a)(iii) and Section 5.1(a)(iv); (iiB) amending, modifying or supplementing this Agreement, or becoming a party to make distributions any agreement which by its terms restricts or is inconsistent with its performance of Eclipse Common Stock or other cash and property to the Partners; provided however, the Board shall cause the Partnership to make a distribution of Eclipse Common Stock not later than ten (10) days after the applicable Authorized Shares Distribution Notice or the expiration of the Agreed Termits obligations under this Agreement; (iiiC) to vote or to abstain from voting amending the shares of the Partnership’s Eclipse Common Stock on any given matter to be voted upon by the shareholders of EclipseArticles; (ivD) fixing the timing and amounts of, and making, distributions by the Company to appoint or remove any officer of the Partnershipits Members; (vE) to merge, combine, adopting or consolidate the Partnership with any other entity, or convert the Partnership into another form of entity; (vi) to liquidate or dissolve the Partnership, commence a voluntary bankruptcy by the Partnership, or consent to the appointment of a receiver, liquidator, assignee, custodian, or trustee for the purposes of winding up the affairs of the Partnership; (vii) to appoint the Partnership’s independent certified public accountants; (viii) to cause the Partnership to (A) execute and deliver any Material Agreement and (B) amend, modify or otherwise change (including by waiver or consent) amending in any material respect any Material Agreementmulti-year business plan, annual plan or annual operating budget; (ixF) materially deviating from the Annual Operating Budget then in effect; (G) amending in any material respect any Annual Capital Expenditure Budget; (H) making any Capital Expenditure in excess of an Annual Capital Expenditure Budget; (I) other than under the Senior Debt Facility, (1) creating, incurring, assuming or suffering to compromise exist, (2) amending, restating, extending, consenting, waiving or settle otherwise modifying the terms of or documentation governing or (3) repaying (other than in accordance with its terms) or prepaying, any lawsuitexisting or future indebtedness for borrowed money or notes, administrative matter other than Priority Loans; (J) other than under the Senior Debt Facility, guarantying or Hypothecating assets or securities in support of the obligations of any other dispute where Person; (K) lending money to any other Person, or modifying the amount terms of any loans to any other Person; (L) (1) selling, leasing, transferring or otherwise disposing (including through entry into a joint venture with another Person) of any material assets or group of material assets of the Partnership may recover Company or might be obligated to pay, as applicable, is its Subsidiaries having a net book value in excess of $100,0002.0 million or (2) granting a license of intellectual property or materially modifying any such license, in each case other than in the ordinary course of business; (x1) to form any subsidiary purchasing, acquiring or obtaining all or a substantial portion of the Partnershipbusiness of another Person for consideration (including assumed liabilities), whether by way of an asset purchase, stock or other equity purchase, merger, consolidation or otherwise, or (2) acquiring, structuring, financing or selling, or investing in, any real property interest, or any entity holding real property interests, including but not limited to the exercise of any rights of first refusal or first offer, put or call rights, buy-sell rights, or similar rights, in each case other than in the ordinary course of business; (xiN) to approve (A) a Disposition by a Member appointing or removing any officers of all the Company or a portion its Subsidiaries or entering into any employment agreements with employees of such Partner’s Partnership Interest under Section 9.1 and (B) the admission of an assignee of all Company or a portion of a Partnership Interest as a Partner pursuant to Section 9.2: (xii) to increase or decrease the number of Managers serving on the Board of Managersits Subsidiaries; (xiiiO) (1) commencing, settling or compromising any litigation or arbitration, other than actions to createcollect amounts owed, incuror (2) settling or compromising any claim, assumelitigation or arbitration on terms that require the payment of amounts greater than $100,000 in each case or restrict the activities of the Company, guarantee, refinance a Member or prepay any Indebtedness or amend, modify or otherwise alter the terms and provisions of any such Indebtedness (including by waiver or consent)their respective Affiliates; (xivP) to guarantee entering into, modifying or terminating any contracts, agreements, leases or other undertakings that provide for total expenditure of greater than $250,000 in each case and are not terminable without cost or liability on ninety (90) or fewer days’ notice, other than in the name or on behalf ordinary course of the Partnership the performance of any contract or other obligation of any person other than the Partnership or any of its subsidiariesbusiness; (xvQ) to mortgage, pledge, assign in trust or otherwise encumber making any property or assets assignment for the benefit of the Partnershipcreditors, or assign any monies owed filing a petition for relief under bankruptcy or to be owed to the Partnership, except to secure Indebtedness permitted under Section 6.8(a)(xiii);insolvency laws; or (xviR) to (A) authorize, offer for sale, exercising any rights of approval or issue, any equity or debt securities of the Partnership or (B) repurchase or redeem any equity or debt securities of the Partnership; (xvii) to engage in any transaction with any Partner, manager, officer, employee or other Affiliate of the Partnership, or their respective Affiliates (other than reimbursement of documented expenses of Managers); (xviii) to take any action, authorize or approve, or enter into any binding agreement consent with respect to or otherwise commit to do actions of any of Subsidiary that is not controlled by the foregoingCompany. (b) The Partners acknowledge and agree, notwithstanding anything to the contrary in this Agreement or in the Act, that the matters described in Section 6.8(a) require the approval of the Board only and that no separate or additional Partner vote, consent or approval shall be required in order for the Partnership to undertake such action. (c) To the extent this Agreement obligates the Partnership to take certain actions, each Manager shall vote to cause the Partnership to take such actions.

Actions Requiring Board Approval. (a) In addition Unless otherwise expressly set forth herein, including Section 5.8 and Section 15.2, all matters submitted to any other matters under Applicable Law or pursuant to a vote of the provisions of this Agreement that Board require the approval of not less than a majority of the Board members of Managersthe entire Board. Without limiting the generality of the foregoing, subject to any additional approvals otherwise required hereby, the Partnership (or the officers Company shall not, and agents acting on its behalf), on its own behalf or on behalf of shall not permit any of its subsidiariesSubsidiaries to, shall not take any of the following actions without having first received the approval of the Board of Managers in accordance with this AgreementBoard: (i) to sell all the appointment, re-appointment or removal of any officers or managers of the Company or any portion of the Partnership’s Eclipse Common Stock or to extend the Agreed Termits Subsidiaries; (ii) to make distributions the approval of Eclipse Common Stock or other cash each proposed budget and property to the Partners; provided howeverbusiness plan, the Board shall cause the Partnership to make a distribution of Eclipse Common Stock not later than ten (10) days after the applicable Authorized Shares Distribution Notice or the expiration of the Agreed Termand any amendments thereto; (iii) to vote or to abstain from voting the shares approval of any expenditure of the Partnership’s Eclipse Common Stock on Company or any given matter to be voted upon of its Subsidiaries that is not included in a budget previously approved by the shareholders of EclipseBoard; (iv) the commencement of any litigation, arbitration or mediation proceeding against another Person (or series of related proceedings of these types) by the Company or any of its Subsidiaries or settlement of any legal claims (whether in litigation, arbitration or mediation) against or by the Company or any of its Subsidiaries, in each case with respect to appoint or remove any officer an amount in excess of the Partnership$250,000; (v) to merge, combine, the retention or consolidate dismissal of outside auditors of the Partnership with Company or any other entity, or convert the Partnership into another form of entityits Subsidiaries; (vi) transactions between the Company or any of its Subsidiaries, on the one part, and, on the other part, (A) any Member or Affiliate of a Member (other than pursuant to liquidate the Indenture and any other transaction expressly permitted thereunder); provided, however, that no such approval shall be required in respect of transactions in the ordinary course of business that are negotiated at arm’s length (unless such approval is otherwise required hereunder) or dissolve (B) any Director or officer of the PartnershipCompany or director or officer of any of the Company’s Subsidiaries or any Affiliate of a Director or officer of the Company or director or officer of any of the Company’s Subsidiaries (other than (i) transactions between the Company and a Director expressly contemplated by this Agreement and (ii) ordinary course arm’s length employment arrangements not otherwise covered by clause (xvii) of this Section 5.3(a)); provided, commence a voluntary bankruptcy however, that in the case of transactions within any of the foregoing categories in this clause (vi), no such approval shall be required in respect of transactions among any of the Company and its Subsidiaries; provided, further, that in the case of transactions within any of the foregoing categories in this clause (vi), Board approval shall be by the Partnership, or consent to the appointment affirmative vote of a receiver, liquidator, assignee, custodian, or trustee for the purposes of winding up the affairs majority of the Partnershipdisinterested Directors, even though the disinterested Directors be less than a majority of the entire Board; (vii) to appoint the Partnership’s independent certified public accountantsestablishment or amendment of material accounting policies of the Company or any of its Subsidiaries, including the Fiscal Year; (viii) any distributions to cause the Partnership Members in respect of their Units other than as required pursuant to (A) execute Section 11.2 and deliver any Material Agreement and (B) amend, modify or otherwise change (including by waiver or consent) in any material respect any Material AgreementSection 13.3; (ix) to compromise (A) any disposal (including by merger, consolidation, sale or settle otherwise) of any lawsuitmaterial Company Assets or any material assets of any of the Company’s Subsidiaries or (B) any Company Sale, administrative matter recapitalization, merger, business combination, consolidation, exchange or other dispute where similar reorganization involving the amount the Partnership may recover Company or might be obligated to payany of its Subsidiaries, as applicable, is in excess of $100,000including any Drag-Along Sale; (x) to form the adoption of any subsidiary new, replacement or substitute Organizational Documents of the PartnershipCompany or any of its Subsidiaries or any amendment thereto, other than (A) amendments to this Agreement that require approval of the Members pursuant to Section 14.1 and (B) any amendments that are ministerial in nature; (xi) to approve (A) a Disposition the engagement by a Member the Company or any of all or a portion its Subsidiaries in any new line of such Partner’s Partnership Interest under Section 9.1 and (B) the admission of an assignee of all or a portion of a Partnership Interest as a Partner pursuant to Section 9.2:business; (xii) to increase any incurrence (or decrease related incurrences) of indebtedness (including any capital leases) by the number Company or any of Managers serving on its Subsidiaries or any guarantee made by the Board Company or any of Managersits Subsidiaries, in each case for an amount in excess of $250,000, and any amendment, modification, or extension of, or suspension of performance under any agreement documenting the foregoing; (xiii) to createany grant of any security interest in any of the assets of the Company or any of its Subsidiaries, incur, assume, guarantee, refinance or prepay any Indebtedness or amend, modify or otherwise alter other than (A) grants of security interests required under the terms of the Indenture and provisions (B) grants of any such Indebtedness (including by waiver or consent)purchase money security interests and security interests in equipment and other leased assets in the ordinary course of business; (xiv) subject to guarantee the adoption of any necessary amendment to this Agreement, any authorization or issuance of (A) Units (or other equity interests in the name or on behalf of the Partnership the performance of any contract or other obligation of any person other than the Partnership Company or any of its subsidiariesSubsidiaries), except for the initial issuance of Class A Units pursuant to Section 4.1(b), (B) rights or warrants or Options to acquire Units (or other equity interests in the Company or any of its Subsidiaries) or (C) any security or instrument convertible into or exchangeable for Units (or other equity interests in the Company or any of its Subsidiaries); (xv) to mortgage, pledge, assign the redemption or buyback of any Units or other equity interests in trust the Company or otherwise encumber any property or assets of the Partnershipits Subsidiaries, or assign any monies owed options to subscribe for or to be owed to securities convertible into or exchangeable for such Units or equity interests, other than in connection with a buyback that is required by any Unit Grant Agreements, Options or management incentive plan approved by the Partnership, except to secure Indebtedness permitted under Section 6.8(a)(xiii)Board; (xvi) to (A) authorizeany variation, offer for salecreation, increase, reorganization, consolidation, sub-division, conversion, reduction, redesignation or issue, any equity or debt securities other alteration of the Partnership authorized or issued Units or other equity interests in the Company or any of its Subsidiaries (B) repurchase or redeem any options to subscribe for or securities convertible into or exchangeable for such Units or equity or debt securities of the Partnershipinterests); (xvii) to engage the hiring, termination or change in any transaction with any Partner, manager, officer, employee the terms of employment of officers or other Affiliate managers of the Partnership, Company or their respective Affiliates (other than reimbursement any of documented expenses its Subsidiaries with an aggregate compensation in excess of Managers)$200,000 per annum; (xviii) to take entering into any actionagreement, authorize contract, commitment, undertaking or approveexpenditure (or related agreements, contracts, commitments, undertakings or expenditures), other than in the ordinary course of business, involving, in each case (without duplication), any amount in excess of $250,000, or enter into any binding agreement amendment, modification or extension of or suspension of performance under any such agreement, contract, commitment, undertaking or expenditure; (xix) any acquisition by the Company or any of its Subsidiaries of an interest in any Person or the acquisition of a material portion of the assets or business of any Person or any division or line of business thereof; (xx) the commencement of any Bankruptcy Event with respect to the Company or otherwise commit to do any of the foregoing.its Subsidiaries; (bxxi) The Partners acknowledge and agreethe approval by the Company, notwithstanding anything for itself or with respect to any of its Subsidiaries, of any action by any of its Subsidiaries as to which approval of the Company, in its capacity as stockholder, member or partner of such Subsidiary, is required or requested pursuant to the contrary Organizational Documents of such Subsidiary; (xxii) the formation of any Subsidiary; (xxiii) the adoption of any management incentive plan for employees of the Company or any of its Subsidiaries; (xxiv) the granting of any approval or the making of any determination, as the case may be, to the extent provided in this Agreement Sections 5.4(b), 7.3, 7.5(a), 7.8, 7.9, 14.1, 15.2(d) or in the Act, 16.15 hereof or any other section hereof that the matters described in Section 6.8(a) require the states that approval of the Board only and that no separate or additional Partner vote, consent or approval shall be required in order for the Partnership to undertake such action.is required; (cxxv) To the extent this Agreement obligates designation or removal of the Partnership Executive Director; and (xxvi) the entering into any contract, commitment or binding arrangement to take certain actions, each Manager shall vote to cause any of the Partnership to take such foregoing actions.

Actions Requiring Board Approval. The Company (a) In addition which term ----------- -------------------------------- shall be deemed to any other matters under Applicable Law or pursuant to the provisions include, for purposes of this Agreement that require Section 6.3, all Subsidiaries of the approval Company existing as of, and formed after, the date of this Agreement) shall not, without first having obtained the affirmative vote or written consent of a majority of the members of the Board of ManagersDirectors, which majority shall include the Series A Investor Nominee and the Series B Investor Nominee: (a) amend, alter, repeal or waive any provision of, or add any provision to, the Partnership (Amended Charter or the officers and agents acting on its behalf), on its own behalf Company's By-laws (other than in connection with a QPO or on behalf of any of its subsidiaries, shall not take any the merger or acquisition of the following actions without having first received Company approved by a majority of the approval members of the Board of Managers Directors, subject to any consent of the Series A Investor Nominee and Series B Investor Nominee pursuant to this Section 6.3); (b) recapitalize or reclassify any class or series of its capital stock; (c) take any action or enter into any agreement to authorize, sell or issue any equity securities other than at fair market value or options, warrants or other securities convertible into or exchangeable for equity securities of the Company; provided, however, that the Company may issue shares of Common -------- ------- Stock or options to purchase shares of Common Stock to employees, directors and consultants of the Company pursuant to stock and option plans approved by the Compensation Committee; (d) directly or indirectly, through subsidiaries or otherwise, redeem, purchase or otherwise acquire for consideration any shares of its Common Stock or any other class of its capital stock, except for (i) the redemption of the Preferred Stock pursuant to and as provided in the Amended Charter, (ii) the repurchase of shares of Common Stock at the original purchase price thereof from employees, directors or consultants of the Company, other than shares of Common Stock owned by Xxxxxxx X. Xxxxx, Xx., Xxxxxxx Xxxxxxxxxx and Xxxx X. Xxxxxx, XX, pursuant to agreements under which the Company has the option or obligation to repurchase such shares upon the occurrence of certain events, including termination of employment and (iii) the redemption of shares of Common Stock from the Founder and the certain additional stockholders of the Company in accordance with this Section 1.6 of the Series A Purchase Agreement:; (e) declare or pay any dividends or make any distributions of cash, property or securities of the Company with respect to any shares of its Common Stock or any other class of its capital stock (other than dividends payable by the Company solely in shares of Common Stock); (f) liquidate, dissolve or wind up the Company or sell, lease, convey, exchange, transfer or otherwise dispose of the assets of the Company outside the ordinary course of business or facilitate the sale of all or a majority of the outstanding capital stock of the Company (whether in one or a series of related transactions), other than a Change in Control transaction in which the Founder exercises his rights under Section 2.4 hereof and in connection with such transaction the equity value of the Company, on a fully-diluted basis, shall be no less than $125,000,000; (g) merge or consolidate with any other corporation, other than a Change in Control transaction in which the Founder exercises his rights under Section 2.4 hereof and in connection with such transaction the equity value of the Company, on a fully - diluted basis, shall be no less than $125,000,000; (h) effect any transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, in connection with such transaction the equity value of the Company, on a fully- diluted basis, shall be no less than $125,000,000; (i) to sell all acquire any other corporation or business concern whether by acquisition of assets, capital stock or otherwise, and whether in consideration of the payment of cash, the issuance of capital stock or otherwise, or make any investment in another business entity or any portion joint venture or similar arrangement in one transaction or a series of related transactions (A) in which the Partnership’s Eclipse Common Stock value of any such transaction or transactions exceeds $2,000,000 or (B) if the activities performed by such corporation or business concern are unrelated to extend those performed by the Agreed TermCorporation; (iij) to make distributions increase the size of Eclipse Common Stock or other cash and property to the Partners; provided however, the Board shall cause the Partnership of Directors to make a distribution of Eclipse Common Stock not later more than ten five (10) days after the applicable Authorized Shares Distribution Notice or the expiration of the Agreed Term5); (iiik) to vote or to abstain from voting the shares of the Partnership’s Eclipse Common Stock on make any given matter to be voted upon by the shareholders of Eclipse; (iv) to appoint or remove any officer of the Partnership; (v) to merge, combine, or consolidate the Partnership with any other entity, or convert the Partnership into another form of entity; (vi) to liquidate or dissolve the Partnership, commence a voluntary bankruptcy by the Partnership, or consent to the appointment of a receiver, liquidator, assignee, custodian, or trustee for the purposes of winding up the affairs of the Partnership; (vii) to appoint the Partnership’s independent certified public accountants; (viii) to cause the Partnership to (A) execute and deliver any Material Agreement and (B) amend, modify or otherwise change (including by waiver or consent) in any material respect any Material Agreement; (ix) to compromise or settle any lawsuit, administrative matter or other dispute where the amount the Partnership may recover or might be obligated to pay, as applicable, is expenditures in excess of $100,000500,000 which were not otherwise included in the Company's annual operating budget presented to the Board of Directors; (xl) to form make any subsidiary of change in the Partnership; Company's independent certified public accountants or change, adopt or modify any accounting method or policy or tax policy (xi) to approve (A) a Disposition by a Member of all or a portion of such Partner’s Partnership Interest other than as required under Section 9.1 and (B) the admission of an assignee of all or a portion of a Partnership Interest as a Partner pursuant to Section 9.2: (xii) to increase or decrease the number of Managers serving on the Board of Managers; (xiii) to create, incur, assume, guarantee, refinance or prepay any Indebtedness or amend, modify or otherwise alter the terms and provisions of any such Indebtedness (including by waiver or consentgenerally accepted accounting principles); (xivm) to guarantee make any material change in the name strategic direction or on behalf nature of the Partnership Company's business as carried out on the performance date of this Agreement except to the extent contemplated in the Company's draft business plan dated November 30, 1998 as updated and revised from time to time as approved by a majority of the Board of Directors (including the Series A Investor Nominee and the Series B Investor Nominee); (n) incur, create, assume, become or be liable in any contract manner with respect to, any long-term Indebtedness for money borrowed, except (i) Indebtedness incurred in the normal course of the Company's business, including for working capital needs, improvements and expansion so long as such Indebtedness does not exceed $250,000 at any one time or other obligation (ii) Indebtedness incurred for purchase money obligations and capitalized lease obligations, so long as: (x) the pertinent assets are acquired for use in the ordinary course of the Company's business, (y) the Indebtedness secured thereby does not exceed the fair market value of such assets and (z) the aggregate mount of such Indebtedness does not exceed $250,000 at any person other than the Partnership one time; (o) pledge or grant a security interest in any of its subsidiaries; assets (xvincluding any leasehold interests in property used by the Company) to mortgageor ownership interests now or hereafter owned, pledge, assign in trust or otherwise encumber any property or assets of the Partnership, or assign any monies owed or to be owed to the Partnership, except to secure other than as collateral for Indebtedness permitted under Section 6.8(a)(xiii);6.3(n) above; and (xvip) to (A) authorize, offer for sale, amend any employment agreement with the Founder or issue, any equity or debt securities of change the Partnership or (B) repurchase or redeem any equity or debt securities of the Partnership; (xvii) to engage compensation paid thereunder in any transaction with any Partner, manager, officer, employee or other Affiliate of the Partnership, or their respective Affiliates (other than reimbursement of documented expenses of Managers); (xviii) to take any action, authorize or approve, or enter into any binding agreement with respect to or otherwise commit to do any of the foregoingmaterial respect. (b) The Partners acknowledge and agree, notwithstanding anything to the contrary in this Agreement or in the Act, that the matters described in Section 6.8(a) require the approval of the Board only and that no separate or additional Partner vote, consent or approval shall be required in order for the Partnership to undertake such action. (c) To the extent this Agreement obligates the Partnership to take certain actions, each Manager shall vote to cause the Partnership to take such actions.

Actions Requiring Board Approval. (a) In addition Unless otherwise expressly set forth herein, including Section 5.8 and Section 15.2, all matters submitted to any other matters under Applicable Law or pursuant to a vote of the provisions of this Agreement that Board require the approval of not less than a majority of the Board members of Managersthe entire Board. Without limiting the generality of the foregoing, subject to any additional approvals otherwise required hereby, the Partnership (or the officers Company shall not, and agents acting on its behalf), on its own behalf or on behalf of shall not permit any of its subsidiariesSubsidiaries to, shall not take any of the following actions without having first received the approval of the Board of Managers in accordance with this AgreementBoard: (i) to sell all the appointment, re-appointment or removal of any officers or managers of the Company or any portion of the Partnership’s Eclipse Common Stock or to extend the Agreed Termits Subsidiaries; (ii) to make distributions the approval of Eclipse Common Stock or other cash each proposed budget and property to the Partners; provided howeverbusiness plan, the Board shall cause the Partnership to make a distribution of Eclipse Common Stock not later than ten (10) days after the applicable Authorized Shares Distribution Notice or the expiration of the Agreed Termand any amendments thereto; (iii) to vote or to abstain from voting the shares approval of any expenditure of the Partnership’s Eclipse Common Stock on Company or any given matter to be voted upon of its Subsidiaries that is not included in a budget previously approved by the shareholders of EclipseBoard; (iv) the commencement of any litigation, arbitration or mediation proceeding against another Person (or series of related proceedings of these types) by the Company or any of its Subsidiaries or settlement of any legal claims (whether in litigation, arbitration or mediation) against or by the Company or any of its Subsidiaries, in each case with respect to appoint or remove any officer an amount in excess of the Partnership$250,000; (v) to merge, combine, the retention or consolidate dismissal of outside auditors of the Partnership with Company or any other entity, or convert the Partnership into another form of entityits Subsidiaries; (vi) transactions between the Company or any of its Subsidiaries, on the one part, and, on the other part, (A) any Member or Affiliate of a Member (other than pursuant to liquidate the Indenture and any other transaction expressly permitted thereunder); provided, however, that no such approval shall be required in respect of transactions in the ordinary course of business that are negotiated at arm’s length (unless such approval is otherwise required hereunder) or dissolve (B) any Director or officer of the PartnershipCompany or director or officer of any of the Company’s Subsidiaries or any Affiliate of a Director or officer of the Company or director or officer of any of the Company’s Subsidiaries (other than (i) transactions between the Company and a Director expressly contemplated by this Agreement and (ii) ordinary course arm’s length employment arrangements not otherwise covered by clause (xvii) of this Section 5.3(a)); provided, commence a voluntary bankruptcy however, that in the case of transactions within any of the foregoing categories in this clause (vi), no such approval shall be required in respect of transactions among any of the Company and its Subsidiaries; provided, further, that in the case of transactions within any of the foregoing categories in this clause (vi), Board approval shall be by the Partnership, or consent to the appointment affirmative vote of a receiver, liquidator, assignee, custodian, or trustee for the purposes of winding up the affairs majority of the Partnershipdisinterested Directors, even though the disinterested Directors be less than a majority of the entire Board; (vii) to appoint the Partnership’s independent certified public accountantsestablishment or amendment of material accounting policies of the Company or any of its Subsidiaries, including the Fiscal Year; (viii) any distributions to cause the Partnership Members in respect of their Units other than as required pursuant to (A) execute Section 11.2 and deliver any Material Agreement and (B) amend, modify or otherwise change (including by waiver or consent) in any material respect any Material AgreementSection 13.3; (ix) to compromise (A) any disposal (including by merger, consolidation, sale or settle otherwise) of any lawsuitmaterial Company Assets or any material assets of any of the Company’s Subsidiaries or (B) any Company Sale, administrative matter recapitalization, merger, business combination, consolidation, exchange or other dispute where similar reorganization involving the amount the Partnership may recover Company or might be obligated to payany of its Subsidiaries, as applicable, is in excess of $100,000including any Drag-Along Sale; (x) to form the adoption of any subsidiary new, replacement or substitute Organizational Documents of the PartnershipCompany or any of its Subsidiaries or any amendment thereto, other than (A) amendments to this Agreement that require approval of the Members pursuant to Section 14.1 and (B) any amendments that are ministerial in nature; (xi) to approve (A) a Disposition the engagement by a Member the Company or any of all or a portion its Subsidiaries in any new line of such Partner’s Partnership Interest under Section 9.1 and (B) the admission of an assignee of all or a portion of a Partnership Interest as a Partner pursuant to Section 9.2:business; (xii) to increase any incurrence (or decrease related incurrences) of indebtedness (including any capital leases) by the number Company or any of Managers serving on its Subsidiaries or any guarantee made by the Board Company or any of Managersits Subsidiaries, in each case for an amount in excess of $250,000, and any amendment, modification, or extension of, or suspension of performance under any agreement documenting the foregoing; (xiii) to createany grant of any security interest in any of the assets of the Company or any of its Subsidiaries, incur, assume, guarantee, refinance or prepay any Indebtedness or amend, modify or otherwise alter other than (A) grants of security interests required under the terms of the Indenture and provisions (B) grants of any such Indebtedness (including by waiver or consent)purchase money security interests and security interests in equipment and other leased assets in the ordinary course of business; (xiv) subject to guarantee the adoption of any necessary amendment to this Agreement, any authorization or issuance of (A) Units (or other equity interests in the name or on behalf of the Partnership the performance of any contract or other obligation of any person other than the Partnership Company or any of its subsidiariesSubsidiaries), except for the initial issuance of Class A Units pursuant to Section 4.1(b), (B) rights or warrants or Options to acquire Units (or other equity interests in the Company or any of its Subsidiaries) or (C) any security or instrument convertible into or exchangeable for Units (or other equity interests in the Company or any of its Subsidiaries); (xv) to mortgage, pledge, assign the redemption or buyback of any Units or other equity interests in trust the Company or otherwise encumber any property or assets of the Partnershipits Subsidiaries, or assign any monies owed options to subscribe for or to be owed to securities convertible into or exchangeable for such Units or equity interests, other than in connection with a buyback that is required by any Unit Grant Agreements, Options or management incentive plan approved by the Partnership, except to secure Indebtedness permitted under Section 6.8(a)(xiii)Board; (xvi) to (A) authorizeany variation, offer for salecreation, increase, reorganization, consolidation, sub-division, conversion, reduction, redesignation or issue, any equity or debt securities other alteration of the Partnership authorized or issued Units or other equity interests in the Company or any of its Subsidiaries (B) repurchase or redeem any options to subscribe for or securities convertible into or exchangeable for such Units or equity or debt securities of the Partnershipinterests); (xvii) to engage the hiring, termination or change in any transaction with any Partner, manager, officer, employee the terms of employment of officers or other Affiliate managers of the Partnership, Company or their respective Affiliates (other than reimbursement any of documented expenses its Subsidiaries with an aggregate compensation in excess of Managers)$200,000 per annum; (xviii) to take entering into any actionagreement, authorize contract, commitment, undertaking or approveexpenditure (or related agreements, contracts, commitments, undertakings or expenditures), other than in the ordinary course of business, involving, in each case (without duplication), any amount in excess of $1,000,000, or enter into any binding agreement amendment, modification or extension of or suspension of performance under any such agreement, contract, commitment, undertaking or expenditure; (xix) any acquisition by the Company or any of its Subsidiaries of an interest in any Person or the acquisition of a material portion of the assets or business of any Person or any division or line of business thereof; (xx) the commencement of any Bankruptcy Event with respect to the Company or otherwise commit to do any of the foregoing.its Subsidiaries; (bxxi) The Partners acknowledge and agreethe approval by the Company, notwithstanding anything for itself or with respect to any of its Subsidiaries, of any action by any of its Subsidiaries as to which approval of the Company, in its capacity as stockholder, member or partner of such Subsidiary, is required or requested pursuant to the contrary Organizational Documents of such Subsidiary; (xxii) the formation of any Subsidiary; (xxiii) the adoption of any management incentive plan for employees of the Company or any of its Subsidiaries; (xxiv) the granting of any approval or the making of any determination, as the case may be, to the extent provided in this Agreement Sections 5.4(b), 7.3, 7.5(a), 7.8, 7.9, 14.1, 15.2(d) or in the Act, 16.15 hereof or any other section hereof that the matters described in Section 6.8(a) require the states that approval of the Board only and that no separate or additional Partner vote, consent or approval shall be required in order for the Partnership to undertake such action.is required; (cxxv) To the extent this Agreement obligates designation or removal of the Partnership Executive Director; and (xxvi) the entering into any contract, commitment or binding arrangement to take certain actions, each Manager shall vote to cause any of the Partnership to take such foregoing actions.

Actions Requiring Board Approval. (a) In addition to any other matters under Applicable Law or pursuant Notwithstanding anything in this Agreement to the provisions of this Agreement that require contrary, but subject to Section 9.05, Section 9.06, and Section 9.07, neither the approval Partnership nor any of the Board of ManagersPartnership’s Subsidiaries may take any action, the Partnership (or the officers and agents acting on its behalf), on its own behalf or on behalf of any of its subsidiaries, shall not take including any of the following actions actions, without having first received prior Board Approval unless authority to take such action has previously been delegated to an Officer or other authorized person: (a) commencing or acquiring any new project in which the approval of costs and committed project expenses collectively exceed (i) the Board of Managers aggregate amounts approved in the Annual Budget for such acquisition and committed project expenses, if any, plus (ii) $3,000,000; (b) continuing an existing project if the cumulative committed project expenses are expected to exceed (i) the aggregate amounts approved in the Annual Budget for such committed project expenses, if any, plus (ii) $2,000,000; (c) altering, supplementing, amending or otherwise modifying any Budget; (d) approving, altering, supplementing, amending or otherwise modifying any future Partnership budgets; (e) making distributions in accordance with the provisions of Section 7.01 or Section 7.03 of this Agreement: (i) to sell all or any portion of the Partnership’s Eclipse Common Stock or to extend the Agreed Term; (ii) to make distributions of Eclipse Common Stock or other cash and property to the Partners; provided however, the Board shall cause the Partnership to make a distribution of Eclipse Common Stock not later than ten (10) days after the applicable Authorized Shares Distribution Notice or the expiration of the Agreed Term; (iii) to vote or to abstain from voting the shares of the Partnership’s Eclipse Common Stock on any given matter to be voted upon by the shareholders of Eclipse; (iv) to appoint or remove any officer of the Partnership; (v) to merge, combine, or consolidate the Partnership with any other entity, or convert the Partnership into another form of entity; (vi) to liquidate or dissolve the Partnership, commence a voluntary bankruptcy by the Partnership, or consent to the appointment of a receiver, liquidator, assignee, custodian, or trustee for the purposes of winding up the affairs of the Partnership; (vii) to appoint the Partnership’s independent certified public accountants; (viii) to cause the Partnership to (A) execute and deliver any Material Agreement and (B) amend, modify or otherwise change (including by waiver or consent) in any material respect any Material Agreement; (ixf) to compromise incurring, guaranteeing or settle assuming any lawsuit, administrative matter or other dispute where the amount the Partnership may recover or might be obligated to pay, as applicable, is in excess of $100,000; (x) to form any subsidiary of the Partnership; (xi) to approve (A) a Disposition indebtedness by a Member of all or a portion of such Partner’s Partnership Interest under Section 9.1 and (B) the admission of an assignee of all or a portion of a Partnership Interest as a Partner pursuant to Section 9.2: (xii) to increase or decrease the number of Managers serving on the Board of Managers; (xiii) to create, incur, assume, guarantee, refinance or prepay any Indebtedness or amend, modify or otherwise alter the terms and provisions of any such Indebtedness (including by waiver or consent); (xiv) to guarantee in the name or on behalf of the Partnership the performance of any contract or other obligation of any person other than the Partnership or any of its subsidiariesSubsidiaries in excess of an aggregate of $5,000,000; (xvg) to mortgageacquiring or disposing, pledgein any one transaction or series of related transactions, assign of any assets for aggregate consideration in trust or otherwise encumber any property or assets excess of the Partnership, or assign any monies owed or to be owed to the Partnership, except to secure Indebtedness permitted under Section 6.8(a)(xiii)$5,000,000; (xvih) entering into any derivative transactions, including hedging, forward sales or similar contracts, in excess of an aggregate of $5,000,000; (i) initiating any material litigation or other material legal or administrative proceeding or entering into any settlement agreement with respect to any material litigation or other material legal or administrative proceeding; (Aj) authorizeelecting or removing any Officer pursuant to Section 9.03 of this Agreement; (k) creating or adopting any compensation, offer benefits, incentive, welfare or other plan for sale, the benefit of any officer or issue, any equity or debt securities employee of the Partnership or (B) repurchase or redeem any equity or debt securities of the Partnershipits Subsidiaries; (xviil) entering into any agreement, contract or other instrument not otherwise referred to engage in this Section 9.04 to which the Partnership or any of its Subsidiaries is a party or by which any of them or any of their respective assets be bound that would be reasonably expected to create liabilities or obligations of the Partnership in excess of $1,000,000 in any transaction with any Partner, manager, officer, employee Fiscal Year or other Affiliate in excess of $5,000,000 during the Partnership, or their respective Affiliates (other than reimbursement term of documented expenses of Managers);such contract; and (xviiim) to take loaning money or providing any actionguarantee for a third party. The thresholds set out in clauses (a), authorize or approve, or enter into any binding agreement with respect to or otherwise commit to do any of the foregoing. (b), (f), (g), (h) The Partners acknowledge and agree, notwithstanding anything to the contrary in this Agreement or in the Act, that the matters described in Section 6.8(a(l) require the approval of above will be reconsidered by the Board only of Directors on an annual basis and that no separate or additional Partner votefor larger approvals, consent or such as funding projects, the thresholds will not apply to contracts and commitments made under the larger approval shall be required in order for unless otherwise requested by the Partnership to undertake such actionBoard of Directors. (c) To the extent this Agreement obligates the Partnership to take certain actions, each Manager shall vote to cause the Partnership to take such actions.

Actions Requiring Board Approval. (a) In addition Without limiting the generality of the foregoing, but subject to Section 4.6, the following actions taken by the Company or any other matters under Applicable Law or pursuant to the provisions of this Agreement that its Subsidiaries shall require the approval of the Board of ManagersBoard, the Partnership (and no Member, Manager or the officers and agents acting on its behalf), on its own behalf or on behalf of any of its subsidiaries, Officer shall not be permitted to take any of the following actions without having first received the approval on behalf of the Board Company or any of Managers its Subsidiaries unless such action has been so approved: (a) acquiring any assets, other than (i) the limited liability company interests of the Sellers pursuant to the Interest Purchase Agreements, (ii) once the relevant Seller becomes a Subsidiary of the Company, the relevant Vessel pursuant to each Shipbuilding Contract, and (iii) in accordance connection with the transactions contemplated under the MOAs and the Bareboat Charters; (b) issuing any Interests in the Company or equity interests in any Subsidiary of the Company, creating any new class of Interests in the Company, or granting any options, warrants, convertible securities or other rights to acquire (or that are exercisable for or convertible or exchangeable into), directly or indirectly, any Interests in the Company or equity interests in any Subsidiary of the Company; (c) requiring or permitting any Capital Contributions, except as set forth in Section 5.1(a) and Section 5.1(b); (d) amending, altering, terminating or repealing (i) this Agreement or the Certificate or any organizational document (e.g., limited liability company agreement, charter, bylaws or shareholders agreement) of any Subsidiary of the Company, or (ii) any Transaction Document; (e) making any unilateral payments or distributions to any Member other than as provided in this Agreement:; (f) subject to Section 4.2(a), increasing or decreasing the size of the Board; (g) incurring any debt, entering into any loan to or by the Company or any of its Subsidiaries, or entering into any other guaranty, surety or similar transaction, other than as contemplated under the Bareboat Charters; (h) directly or indirectly making any loan to or investment in other Persons or similar capital transaction (other than as contemplated under the Pre-Delivery Loan Facility and investments in cash and cash equivalents); (i) to sell all or taking any portion action that impairs the ability of the Partnership’s Eclipse Common Stock or Company to extend meet its obligations to the Agreed TermMembers hereunder; (iij) to make distributions of Eclipse Common Stock changing any tax or other cash and property to the Partners; provided however, the Board shall cause the Partnership to make a distribution of Eclipse Common Stock not later than ten (10) days after the applicable Authorized Shares Distribution Notice or the expiration accounting election of the Agreed TermCompany or any of its Subsidiaries; (iiik) approving or amending an annual budget, it being agreed that if the annual budget for any Fiscal Year is not approved by the Board within thirty (30) days of its presentation to vote or to abstain from voting the shares Board, and in any event no later than the commencement of the Partnership’s Eclipse Common Stock on any given matter following Fiscal Year, the previous annual budget shall be automatically adopted with a two percent (2%) increase until a new annual budget is agreed to be voted upon by the shareholders of EclipseBoard; (ivl) to appoint taking any action or remove entering into any officer agreement involving the payment by the Company or its Subsidiaries of any amount that is not within the Partnershipannual budget then in effect; (vm) to merge, combine, changing or consolidate adjusting the Partnership with any other entity, or convert the Partnership into another form of entityWorking Capital Reserve; (vin) entering into any Affiliated transaction between the Company or any of its Subsidiaries on the one hand and any Member or any Affiliate of a Member on the other hand, other than in accordance with the Pre-Delivery Loan Facility and the Sub-Bareboat Charters; (o) dissolving, liquidating, or otherwise ceasing to liquidate conduct the business of, the Company or dissolve any of its Subsidiaries; (p) entering into any transaction for the Partnershipdisposition or sale of any assets owned by the Company or any of its Subsidiaries, commence other than in connection with the transactions contemplated under the MOAs and the Bareboat Charters; (q) entering into any Company Sale or any other merger, combination, reorganization, recapitalization, consolidation or other similar transaction involving the Company or any of its Subsidiaries; (r) taking any of the following actions: (i) filing a voluntary petition in bankruptcy by on behalf of the PartnershipCompany or any of its Subsidiaries; (ii) consenting to the filing of any involuntary petition in bankruptcy against the Company or any of its Subsidiaries; (iii) filing any petition seeking, or consent consenting to, the reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency; (iv) consenting to the appointment of a receiver, liquidator, assignee, custodian, trustee or trustee for the purposes of winding up the affairs other similar official of the Partnership; (vii) to appoint the Partnership’s independent certified public accountants; (viii) to cause the Partnership to (A) execute and deliver any Material Agreement and (B) amend, modify or otherwise change (including by waiver or consent) in any material respect any Material Agreement; (ix) to compromise or settle any lawsuit, administrative matter or other dispute where the amount the Partnership may recover or might be obligated to pay, as applicable, is in excess of $100,000; (x) to form any subsidiary of the Partnership; (xi) to approve (A) a Disposition by a Member of all or a portion of such Partner’s Partnership Interest under Section 9.1 and (B) the admission of an assignee of all or a portion of a Partnership Interest as a Partner pursuant to Section 9.2: (xii) to increase or decrease the number of Managers serving on the Board of Managers; (xiii) to create, incur, assume, guarantee, refinance or prepay any Indebtedness or amend, modify or otherwise alter the terms and provisions of any such Indebtedness (including by waiver or consent); (xiv) to guarantee in the name or on behalf of the Partnership the performance of any contract or other obligation of any person other than the Partnership Company or any of its subsidiariesSubsidiaries or a substantial part of its property; (v) making an assignment for the benefit of the Company’s or any of its Subsidiaries’ creditors; or (vi) admitting in writing the Company’s or any of its Subsidiaries’ inability to pay its debts generally as they become due; (xvs) settling or compromising an audit, examination or other proceeding related to mortgagetaxes; and (t) making or entering into any agreement, pledgearrangement, assign in trust commitment or otherwise encumber any property understanding to do or assets of the Partnership, or assign any monies owed or cause to be owed to the Partnership, except to secure Indebtedness permitted under Section 6.8(a)(xiii); (xvi) to (A) authorize, offer for sale, or issue, any equity or debt securities of the Partnership or (B) repurchase or redeem any equity or debt securities of the Partnership; (xvii) to engage in any transaction with any Partner, manager, officer, employee or other Affiliate of the Partnership, or their respective Affiliates (other than reimbursement of documented expenses of Managers); (xviii) to take any action, authorize or approve, or enter into any binding agreement with respect to or otherwise commit to do done any of the foregoing. (b) The Partners acknowledge and agree, notwithstanding . Notwithstanding anything herein to the contrary in this Agreement or in the Actcontrary, it is hereby agreed that the matters described in Section 6.8(a) require Company shall cause any available cash of any Subsidiary of the Company to be distributed to the Company on a monthly basis, such distributions to be made no later than the first day of each month, and the Board shall be required to carry out and effectuate such distributions without the need for any further consent or approval of the Board only and that no separate or additional Partner vote, consent or approval shall be required in order for the Partnership to undertake such actionBoard. (c) To the extent this Agreement obligates the Partnership to take certain actions, each Manager shall vote to cause the Partnership to take such actions.