Common use of Authority of Managing Member Clause in Contracts

Authority of Managing Member. 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 V, (i) all management powers over the business and affairs of the Company shall be exclusively vested in the Managing Member, (ii) the Managing Member shall conduct, direct and exercise full control over all activities of the Company, and (iii) the Managing Member shall have the sole power to bind or take any action on behalf of the Company, or to exercise any rights and powers (including, without limitation, 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. 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 Securities of the Company, the number of Equity Securities of the Company to be issued at any particular time, the purchase price for any Equity Securities of the Company issued, and all other terms and conditions governing the issuance of Equity Securities 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 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 Subsidiaries for each fiscal year. The Managing Member shall be the “manager” of the Company for the purposes of the Delaware Act. The Managing Member is hereby designated as authorized person, within the meaning of the Delaware Act, to execute, deliver and file the certificate of formation of the Company and all other certificates (and any amendments and/or restatements thereof) required or permitted by the Delaware Act to be filed in the Office of the Secretary of State of the State of Delaware. The Managing Member is hereby authorized to execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business. Notwithstanding any other provision of this Agreement to the contrary, without the consent of any Member or other Person being required, the Company is hereby authorized to execute, deliver and perform, and the Managing Member or any officer on behalf of the Company, is hereby authorized to execute and deliver (a) each Tax Receivable Agreement; and (b) 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.

Authority of Managing Member. 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 V, (i) all management powers over the business and affairs of the Company shall be exclusively vested in the Managing Member, (ii) the Managing Member shall conduct, direct and exercise full control over all activities of the Company, and (iii) the Managing Member shall have the sole power to bind or take any action on behalf of the Company, or to exercise any rights and powers (including, without limitation, 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. 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 Securities of the CompanySecurities, the number of Equity Securities of the Company to be issued at any particular time, the purchase price for any Equity Securities of the Company issued, and all other terms and conditions governing the issuance of Equity Securities 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 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 Subsidiaries for each fiscal year. The Managing Member shall be the “manager” of the Company for the purposes of the Delaware Act. The Managing Member is hereby designated as authorized person, within the meaning of the Delaware Act, to execute, deliver and file the certificate of formation of the Company and all other certificates (and any amendments and/or restatements thereofhereof) required or permitted by the Delaware Act to be filed in the Office of the Secretary of State of the State of Delaware. The Managing Member and Members hereby approve and ratify the filing of the following documents with the Secretary of State of the State of Delaware: (i) the Certificate of Formation of the Company by Xxxxx Xxxxxx, as authorized person, and (ii) the Certificate of Amendment to the Certificate of Formation of the Company by Xxxxxxx Xxxxx, as authorized person. The Managing Member is hereby authorized to execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business. Notwithstanding any other provision of this Agreement to the contrary, without the consent of any Member or other Person being required, the Company is hereby authorized to execute, deliver and perform, and the Managing Member or any officer on behalf of the Company, is hereby authorized to execute and deliver (a) each Employee Incentive Unit Agreement; (b) the Reorganization Agreement; (c) each Tax Receivable Agreement; (d) any other document, certificate or contract relating to or contemplated by the Recapitalization; and (be) 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.

Authority of Managing Member. (a) Except for situations in which the approval of one or more of the Members any Member(s) is specifically required by the express terms of this Agreement, the Managing Member shall have full, exclusive and subject complete discretion to manage and control the provisions business and affairs of this Article Vthe Company, (i) to make all management powers over decisions affecting the business and affairs of the Company shall and to do, or cause to be exclusively vested in done, any and all acts at the Managing Member, (ii) the Managing Member shall conduct, direct and exercise full control over all activities expense of the Company, as it deems necessary or appropriate to accomplish the purposes, conduct the business and (iii) direct the affairs of the Company. The Managing Member shall have the sole power and authority to bind or take any action on behalf of the Company, or to exercise any rights and powers (including, without limitation, 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. 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 Securities of the Company, the number of Equity Securities of the Company to be issued at any particular time, the purchase price for any Equity Securities of the Company issued, and all other terms and conditions governing the issuance of Equity Securities 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 may expressly delegate in writing to any other Person the power and authority to bind the Company. No such delegation shall operate cause the Company and its Subsidiaries in accordance in all material respects with an annual budget, business plan and financial forecasts for Managing Member to cease to be a Member or the Company and its Subsidiaries for each fiscal yearManaging Member of the Company. The Managing Member shall be the “manager” an agent of the Company for Company, and the purposes actions of the Delaware ActManaging Member taken in such capacity and in accordance with this Agreement shall bind the Company. The Managing Member is shall at all times be a Member. The Members hereby designated consent to the exercise by the Managing Member, except as authorized personotherwise expressly provided for in this Agreement and subject to the other provisions of this Agreement, within of all such powers and rights conferred on the meaning Members by the Maryland Act with respect to the management and control of the Delaware ActCompany. Except as otherwise required by Law or as specifically set forth in this Agreement, to executethe Members other than the Managing Member (in the Managing Member’s capacity as such) shall not participate in the control, deliver and file management, direction or operation of the certificate of formation activities or affairs of the Company and all shall have no power to act for or bind the Company. For the avoidance of doubt, no Non-Managing Member shall be agent of the Company solely by virtue of being a Non-Managing Member, and no Non-Managing Member shall have the authority to act for the Company solely by virtue of being a Non-Managing Member. This Section 6.01 supersedes any authority granted to Non-Managing Members pursuant to Section 4A-401 of the Maryland Act. Any Non-Managing Member who takes any action or binds the Company in its capacity as a Non-Managing Member in violation of this Section 6.01 shall be solely responsible for any loss and expense incurred by the Company as a result of the unauthorized action and shall indemnify and hold the Company harmless with respect to the loss or expense. The transaction of any such business by or on behalf of the Managing Member, in its capacity as such, shall not affect, impair or eliminate the limitation on the liability of the Members under this Agreement. For the avoidance of doubt, the vote or approval required under this Agreement for any action taken by the Company shall govern and supersede any default voting standard set forth in the Maryland Act, including, without limitation, any default voting standard that requires unanimous consent of the Members. (b) The Managing Member on behalf of the Company may, from time to time, employ and retain individuals as may be necessary or appropriate for the conduct of the Company’s business, including employees, agents and other certificates Persons (any of whom may be a Member) and any amendments and/or restatements thereof) required or permitted of whom may be designated as officers of the Company (each, an “Officer” and collectively, the “Officers”), with such titles as and to the extent authorized by the Delaware Act to Managing Member. Officers need not be filed in the Office of the Secretary of State residents of the State of DelawareMaryland or Members. Each Officer shall hold office until his or her successor shall be duly designated and shall qualify or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided. 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 Managing Member. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. Any Officer may be removed as such, either with or without cause at any time by the Managing Member. Any one Person may hold more than one office. Subject to the other provisions in this Agreement, the salaries or other compensation, if any, of the employees, agents or Officers of the Company shall be fixed from time to time by the Managing Member. The employees, agents or Officers shall have the responsibility to carry on the Company’s business and affairs on a day-to-day basis and those other duties, authorities and responsibilities that the Managing Member may, from time to time, delegate. The existing Officers of the Company as of the Effective Time shall remain in their respective positions and shall be deemed to have been appointed by the Managing Member. (c) The Managing Member is hereby authorized shall have the power and authority to executeeffectuate the sale, deliver and file lease, transfer, exchange or other disposition of any, all or substantially all of the assets of the Company (including the exercise or grant of any conversion, option, privilege or subscription right or any other certificates (and right available in connection with any amendments and/or restatements thereofassets at any time held by the Company) necessary for or the merger, consolidation, reorganization, conversion or other combination of the Company to qualify to do business in with or into another entity. (d) Only the Managing Member may commence a jurisdiction in which the Company may wish to conduct business. Notwithstanding any other provision of this Agreement to the contraryvoluntary case on behalf of, without the consent of any Member or other Person being requiredan involuntary case against, the Company is hereby authorized under a chapter of Title 11 U.S.C. by the filing of a “petition” (as defined in 11 U.S.C. 101(42)) with the United States Bankruptcy Court. Any such petition filed by any other Member, to executethe fullest extent permitted by applicable Law, deliver shall be deemed an unauthorized and performbad faith filing and all parties to this Agreement shall use their best efforts to cause such petition to be dismissed. (e) From and after the Effective Time, and only the Managing Member or any officer on behalf (in its capacity as such), may, and at all times shall directly maintain ownership of the Company, is hereby authorized to execute and deliver (a) each Tax Receivable Agreement; and (b) 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 thereofall outstanding Class B Units.

Authority of Managing Member. 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 V, (ia) all management powers over the business and affairs of the Company shall be exclusively vested in the Managing Member, (ii) the Managing Member shall conduct, direct and exercise full control over all activities of the Company, and (iii) the The Managing Member shall have the sole power and exclusive authority to bind or manage and implement the policies, operations and affairs of the Company and to make all decisions regarding the major policy decisions and over-all direction of the Company and the Operating Company and their respective businesses, including, without limitation causing the Operating Company to take any action on behalf of the Companyin furtherance thereof; provided, or to exercise any rights and powers (includinghowever, without limitation, 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. 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) that the Managing Member shall not have discretion in determining whether the authority to issue Equity Securities make any Major Decisions with respect to the Company or the Operating Company without the prior written consent of Non-Managing Member. (b) Each of the Companyfollowing matters (each a “Major Decision” and collectively, the number “Major Decisions”) shall require the prior written approval of Equity Securities the Managing Member and Non-Managing Member: (i) the sale, refinance or other disposition of all or any material portion of the Company to be issued at any particular time, Property or the purchase price for any Equity Securities Property other than the sale or disposition of personal property being replaced in the ordinary course of business; (ii) causing or permitting the Company issuedor Operating Company to prepay (in whole or in part), and all other terms and conditions governing the issuance of Equity Securities of the Company and (y) the Managing Member may enter intorefinance, approveamend, and consummate modify or extend any Liquidity Event or other extraordinary or business combination or divestiture transaction, and execute and deliver on behalf loan obligation of the Company or the Members any agreement, document and instrument in connection therewith (including amendments, if any, Operating Company or to this Agreement cause or adoptions of new constituent documents) without the approval or consent of permit any Member. The Managing Member 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 Subsidiaries for each fiscal year. The Managing Member shall be the “manager” loan obligation of the Company for or any Operating Company to be guaranteed in whole or in part other than pursuant to the purposes Non-Recourse Carveout Guarantees; (iii) entering into, terminating or causing or permitting the termination of a Management Agreement, except if the Delaware Act. The same is a JEA Management Agreement, (to avoid all doubt, the Members acknowledge and agree that, if applicable, subject to its terms or as otherwise provided herein, Managing Member is hereby designated as authorized person, within the meaning of the Delaware Act, to execute, deliver and file the certificate of formation of the Company and all other certificates (and any amendments and/or restatements thereof) required may terminate or permitted by the Delaware Act cause or permit an JEA Management Agreement to be filed in the Office of the Secretary of State of the State of Delaware. The Managing Member is hereby authorized terminated pursuant to execute, deliver and file any other certificates (and any amendments and/or restatements thereofSections III(A) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business. Notwithstanding any other provision of this Agreement to the contrary, or III(C) without the consent of the Non-Managing Member and the engagement of the initial replacement manager in such event is not a Major Decision, all pursuant to the provisions of Section 5.2 hereof); and (iv) any Member merger or other Person being required, consolidation of the Company is hereby authorized to execute, deliver and perform, and the Managing Member or material change in use of any officer on behalf of the Company, is hereby authorized to execute and deliver (a) each Tax Receivable Agreement; and (b) 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 thereofProperties.

Authority of Managing Member. Except for situations in which the approval of one or more of the Members is specifically required by the express terms of this AgreementAgreement or applicable law, and subject to the provisions of this Article V, (i) all management powers over the business and affairs of the Company shall be exclusively vested in the Managing Member, (ii) the Managing Member shall conduct, direct and exercise full control over all activities of the Company, and (iii) the Managing Member shall have the sole power to bind or take any action on behalf of the Company, or to exercise any rights and powers (including, without limitation, 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. 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 Securities of the Company, the number of Equity Securities of the Company to be issued at any particular time, the purchase price for any Equity Securities of the Company issued, and all other terms and conditions governing the issuance of Equity Securities 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 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 Subsidiaries for each fiscal year. The Managing Member shall be the “manager” of the Company for the purposes of the Delaware Texas Act. The Managing Member is hereby designated as authorized person, within the meaning of the Delaware Texas Act, to execute, deliver and file the certificate of formation of the Company and all other certificates (and any amendments and/or restatements thereof) required or permitted by the Delaware Texas Act to be filed in the Office of the Secretary of State of the State of DelawareTexas. The Managing Member is hereby authorized to execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business. Notwithstanding any other provision of this Agreement to the contrary, without the consent of any Member or other Person being required, the Company is hereby authorized to execute, deliver and perform, and the Managing Member or any officer on behalf of the Company, is hereby authorized to execute and deliver (a) each Tax Receivable Agreement; and (b) 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.

Authority of Managing Member. Except for situations in which the approval of one or more of the Members any Member(s) is specifically required by the express terms of this Agreement, the Managing Member shall have full, exclusive and subject complete discretion to manage and control the provisions business and affairs of this Article Vthe Company, (i) to make all management powers over decisions affecting the business and affairs of the Company shall and to do, or cause to be exclusively vested in done, any and all acts at the Managing Member, (ii) the Managing Member shall conduct, direct and exercise full control over all activities expense of the Company, as it deems necessary or appropriate to accomplish the purposes, conduct the business and (iii) direct the affairs of the Company. The Managing Member shall have the sole power and authority to bind or take any action on behalf of the Company, or to exercise any rights and powers (including, without limitation, 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. 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 Securities of the Company, the number of Equity Securities of the Company to be issued at any particular time, the purchase price for any Equity Securities of the Company issued, and all other terms and conditions governing the issuance of Equity Securities 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 may expressly delegate in writing to any other Person the power and authority to bind the Company. No such delegation shall operate cause the Company and its Subsidiaries in accordance in all material respects with an annual budget, business plan and financial forecasts for Managing Member to cease to be a Member or the Company and its Subsidiaries for each fiscal yearManaging Member of the Company. The Managing Member shall be the “manager” an agent of the Company for Company, and the purposes actions of the Delaware ActManaging Member taken in such capacity and in accordance with this Agreement shall bind the Company. The Managing Member is shall at all times be a Member. The Members hereby designated consent to the exercise by the Managing Member, except as authorized personotherwise expressly provided for in this Agreement and subject to the other provisions of this Agreement, within of all such powers and rights conferred on the meaning Members by the Maryland Act with respect to the management and control of the Delaware ActCompany. Except as otherwise required by Law or as specifically set forth in this Agreement, to executethe Members other than the Managing Member (in the Managing Member’s capacity as such) shall not participate in the control, deliver and file management, direction or operation of the certificate of formation activities or affairs of the Company and all other certificates (and any amendments and/or restatements thereof) required shall have no power to act for or permitted by bind the Delaware Act to Company. For the avoidance of doubt, no Non-Managing Member shall be filed in the Office agent of the Secretary Company solely by virtue of State of the State of Delaware. The being a Non-Managing Member, and no Non-Managing Member is hereby authorized shall have the authority to execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary act for the Company solely by virtue of being a Non-Managing Member. This Section 6.01 supersedes any authority granted to qualify Non-Managing Members pursuant to do business in a jurisdiction in which Section 4A-401 of the Maryland Act. Any Non-Managing Member who takes any action or binds the Company may wish to conduct business. Notwithstanding any other provision in its capacity as a Non-Managing Member in violation of this Agreement Section 6.01 shall be solely responsible for any loss and expense incurred by the Company as a result of the unauthorized action and shall indemnify and hold the Company harmless with respect to the contrary, without the consent loss or expense. The transaction of any Member such business by or other Person being required, the Company is hereby authorized to execute, deliver and perform, and the Managing Member or any officer on behalf of the CompanyManaging Member, is hereby authorized to execute and deliver (a) each Tax Receivable Agreement; and (b) any amendment and any agreementin its capacity as such, document shall not affect, impair or other instrument contemplated thereby or related thereto. The Managing Member or any officer is hereby authorized to enter into eliminate the documents described in limitation on the preceding sentence on behalf liability of the CompanyMembers under this Agreement. For the avoidance of doubt, but such authorization shall not be deemed a restriction on the power of the Managing Member vote or any officer to enter into other documents on behalf of the Company. Nothing set forth in approval required under this Agreement for any action taken by the Company shall reduce or restrict the rights of govern and supersede any Person default voting standard set forth in the Tax Receivable AgreementMaryland Act, subject to including, without limitation, any default voting standard that requires unanimous consent of the terms and conditions thereof.Members. 26

Authority of Managing Member. 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 Subject to the provisions of this Article V, (i) all management powers over the business and affairs of the Company shall be exclusively vested in the Managing Member, (ii) the Managing Member shall conduct, direct and exercise full control over all activities of the Company, and (iii) the Managing Member shall have the sole power to bind or take any action on behalf of the Company, or to exercise any rights and powers (including, without limitation, 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. 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 Securities of the CompanySecurities, the number of Equity Securities of the Company to be issued at any particular time, the purchase price for any Equity Securities of the Company issued, and all other terms and conditions governing the issuance of Equity Securities 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 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 Subsidiaries for each fiscal year. The Managing Member shall be the “manager” of the Company for the purposes of the Delaware Act. The Managing Member is hereby designated as authorized person, within the meaning of the Delaware Act, to execute, deliver and file the certificate of formation of the Company and all other certificates (and any amendments and/or restatements thereofhereof) required or permitted by the Delaware Act to be filed in the Office of the Secretary of State of the State of Delaware. The Managing Member and Members hereby approve and ratify the filing of the following documents with the Secretary of State of the State of Delaware: the Certificate of Formation of the Company by Xxxxxxxxx Xxxxxxxx, as authorized person. The Managing Member is hereby authorized to execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business. Notwithstanding any other provision of this Agreement to the contrary, without the consent of any Member or other Person being required, the Company is hereby authorized to execute, deliver and perform, and the Managing Member or any officer on behalf of the Company, is hereby authorized to execute and deliver (a) each Employee Incentive Unit Agreement; (b) the Reorganization Agreement; (c) each Tax Receivable Agreement; (d) the Tax Sharing Agreement; (e) any other document, certificate or contract relating to or contemplated by the Corporate Conversion; and (bf) 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 The Members shall not manage or control the business and affairs of the Company. Unless otherwise expressly set forth in this Agreement shall reduce or restrict the rights of any Person set forth in the Tax Receivable Agreement, subject the Company shall take no action without the prior approval of the Managing Member. There shall be no requirement that the Managing Member hold a meeting in order to the terms and conditions thereoftake any action on any matter.

Authority of Managing Member. 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 V, (ia) all management powers over the business and affairs of the Company shall be exclusively vested in the Managing Member, (ii) the Managing Member shall conduct, direct and exercise full control over all activities of the Company, and (iii) the The Managing Member shall have the sole power and exclusive authority to bind or manage and implement the policies, operations and affairs of the Company and to make all decisions regarding the major policy decisions and over-all direction of the Company and the Operating Company and their respective businesses, including, without limitation causing the Operating Company to take any action on behalf of the Companyin furtherance thereof; provided, or to exercise any rights and powers (includinghowever, without limitation, 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. 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) that the Managing Member shall not have discretion in determining whether the authority to issue Equity Securities make any Major Decisions with respect to the Company or the Operating Company without the prior written consent of Non-Managing Member. (b) Each of the Companyfollowing matters (each a “Major Decision” and collectively, the number “Major Decisions”) shall require the prior written approval of Equity Securities the Managing Member and Non-Managing Member: (i) the sale, refinance or other disposition of all or any material portion of the Company to be issued at any particular time, Property or the purchase price for any Equity Securities Property other than the sale or disposition of personal property being replaced in the ordinary course of business; (ii) causing or permitting the Company issuedor Operating Company to prepay (in whole or in part), and all other terms and conditions governing the issuance of Equity Securities of the Company and (y) the Managing Member may enter intorefinance, approveamend, and consummate modify or extend any Liquidity Event or other extraordinary or business combination or divestiture transaction, and execute and deliver on behalf loan obligation of the Company or any Operating Company or to cause or permit any loan obligation of the Company or any Operating Company to be guaranteed in whole or in part other than pursuant to the Non-Recourse Carveout Guarantees; (iii) entering into, terminating or causing or permitting the termination of a Management Agreement, except if the same is a JEA Management Agreement, (to avoid all doubt, the Members any agreement, document acknowledge and instrument in connection therewith (including amendmentsagree that, if anyapplicable, subject to this its terms or as otherwise provided herein, Managing Member may terminate or cause or permit an JEA Management Agreement to be terminated pursuant to Sections III(A) or adoptions of new constituent documentsIII(C) without the approval or consent of any Member. The the Non-Managing Member shall operate and the Company and its Subsidiaries engagement of the initial replacement manager in accordance in such event is not a Major Decision, all material respects with an annual budget, business plan and financial forecasts for pursuant to the Company and its Subsidiaries for each fiscal year. The Managing Member shall be the “manager” provisions of Section 5.2 hereof); and (iv) any merger or consolidation of the Company or material change in use of any of the Properties. (b) Each of the Managing Member and Non-Managing Member may propose to adopt, modify or revoke a Major Decision at any time. Whenever a Member proposes to adopt, modify or revoke a Major Decision, it shall deliver a written notice (a “Major Decision Notice”) to the other Member (i) describing the proposal in sufficient detail and (ii) containing sufficient information to permit the other Member to make an informed decision on the proposal and shall subsequently provide to the other Member such additional information as the other Member may reasonably request. (c) The Non-Managing Member acknowledges that neither the acquisition of the Property or the acceptance of an assignment of debt facilitating such acquisition, or any actions of the Company related thereto, constitutes a Major Decision for the purposes of the Delaware Act. The Managing Member is hereby designated as authorized person, within the meaning of the Delaware Act, to execute, deliver and file the certificate of formation of the Company and all other certificates (and any amendments and/or restatements thereof) required or permitted by the Delaware Act to be filed in the Office of the Secretary of State of the State of Delaware. The Managing Member is hereby authorized to execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business. Notwithstanding any other provision Section 5.1 of this Agreement to the contrary, without or otherwise requires the consent of any Member or other Person being required, the Company is hereby authorized to execute, deliver and perform, and the Non-Managing Member or any officer on behalf of the Company, is hereby authorized to execute and deliver (a) each Tax Receivable Agreement; and (b) 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 thereofMember.

Authority of Managing Member. 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 V, (ia) all management powers over the business and affairs of the Company shall be exclusively vested in the Managing Member, (ii) the Managing Member shall conduct, direct and exercise full control over all activities of the Company, and (iii) the The Managing Member shall have the sole power and exclusive authority to bind or manage and implement the policies, operations and affairs of the Company and to make all decisions regarding the major policy decisions and over-all direction of the Company and the Operating Company and their respective businesses, including, without limitation causing the Operating Company to take any action in furtherance thereof; provided, however, that the Managing Member shall not have the authority to make any Major Decisions with respect to the Company or the Operating Company without the prior written consent of Non-Managing Member. (b) Each of the following matters (each a “Major Decision” and collectively, the “Major Decisions”) shall require the prior written approval of the Managing Member and Non-Managing Member: (i) acquisition by the Company or the Operating Company of any additional property, assets, business or project, either directly or indirectly, other than the acquisition or replacement of personal property in the ordinary course of business; (ii) causing or permitting the Company or any of the Operating Companies to incur any indebtedness whatsoever other than trade payables and other indebtedness in an amount less than $100,000.00, whether recourse or non-recourse, and securing the same with mortgages, deeds of trust and/or other assignments of assets of the Company; except that the Members acknowledge and agree that the Company is authorized and directed, on behalf of the Company and each of the Operating Companies, if and to the extent applicable, to comply with the provisions of the documents securing or governing the indebtedness which has been defined herein as, and constitutes, the Senior Loan from General Electric Credit Corporation, Agent for itself and one or more lenders (together with its successors and/or assigns, the “Senior Lender”), as the same may be modified substantially in accordance with the Term Sheet (to avoid all doubt, if and to the extent applicable to the Operating Companies, any additional amendments, modifications or extensions of the Senior Loan or any other loan is a Major Decision); (iii) the sale or other disposition of all or any material portion of the Company Property or the Property other than the sale or disposition of personal property being replaced in the ordinary course of business (the parties confirm that this Major Decision shall always be deemed to be above the Major Decision Materiality Threshold, regardless of the amount in dispute); (iv) the merger or consolidation of the Company or Operating Company with or into any other Person, any reorganization of the Company, the liquidation or dissolution of the Company or Operating Company, or the change or organization of the Company or Operating Company into any other legal form; (v) causing or permitting the Company or Operating Company to exercise make any loan to any Person (for the purpose of this clause, accounts receivable from tenants or other occupants of the Property shall not be deemed to be a loan), or to act as guarantor or surety to, for or on behalf of any other Person; (vi) issuance or sale of additional Membership Interests or admission of a new member in the Company or Operating Company other than in accordance with Article 8; (vii) filing or commencement of any Bankruptcy proceeding by or on behalf of the Company or Operating Company; consenting to the institution or continuation of any involuntary Bankruptcy proceeding against the Company or Operating Company or the conversion of an involuntary proceeding into a voluntary proceeding; the admission in writing by the Company or the Operating Company of its inability to pay its debts generally as they become due; or the making by the Company or Operating Company of a general assignment for the benefit of its creditors; (viii) the making of any additional Capital Contributions other than for Necessary Expenses in accordance with Section 3.2; (ix) entering into, modifying or exercising any rights or remedies under any contract (an “Affiliate Contract”) between the Company or Operating Company, on the one hand, and powers any Person in which any Member, Affiliate of any Member or any Family Member thereof, or in which any partner, shareholder, member, director or officer, manager, or employee of any Member, Affiliate of any Member, or any Family Member thereof, directly or indirectly, owns or Controls more than five percent (including5%) of the beneficial interest, on the other hand; (x) renewing, extending or modifying an Affiliate Contract or terminating an Affiliate Contract, provided however, that an RSC Management Agreement may be terminated in accordance with its terms without limitationthe consent of the Non-Managing Member; (xi) any amendment or modification of this Agreement, the rights and powers Certificate of Formation of the Company, the Limited Liability Company Agreement, the Operating Company Limited Liability Company Agreement or Certificate of Formation of each of the Operating Companies ; (xii) commencing or threatening any legal proceeding or litigation of any type on behalf of the Company or Operating Company or settling, compromising or taking any other material action with respect to take certain actionsany litigation or legal proceeding of any type by, give against or withhold certain consents involving the Company if the amount in controversy shall exceed Fifty Thousand Dollars ($50,000.00); (xiii) causing or approvalspermitting the Company or Operating Company to distribute any Company Property or Operating Company Property in kind to any Member; (xiv) causing or permitting the Company or Operating Company to refinance, amend, modify or extend any loan obligation of the Company or Operating Company; (xv) the engagement of, or make certain determinationsotherwise entering into any agreement with, opinionsany real estate broker or investment banker to market or list the Property for sale and the terms and conditions of any such brokerage, judgments listing or similar agreement; (xvi) subject to the provisions of Section 5.3, the engagement of, or otherwise entering into any agreement with, an accountant or accounting firm to provide auditing services to the Company, except that the Members agree that Xxxxx Xxxxxxxx Xxxxxxxx, P.A. shall be the Company’s initial auditors (the “Auditors”) provided that Managing Member shall have the right to engage any reputable accounting firm for auditing services at its sole cost and expense (and expressly not a Company cost or expense); (xvii) any action outside the purposes specified in Section 1.4; (xviii) the engagement of, or otherwise entering into any agreement with, any real estate broker with respect to leasing the Property and the terms and conditions of any such brokerage, listing or similar agreement; (xix) the hiring of any employees by the Company and the setting and increasing of their compensation, whether by salary, bonus, or otherwise; (xx) the hiring of any employees by the Operating Company for an annual salary or other decisionscompensation in excess of an aggregate of $50,000.00 and the setting and increasing of their compensation, whether by salary, bonus, or otherwise; (xxi) granted entering into or causing or permitting the Operating Company to enter into any lease for (Y) an potential aggregate term in excess of three (3) years (including all renewal and extension terms), (Z) or more than 2,000 rentable square feet, whether a commercial or residential lease. (xxii) the Company under this Agreement amendment, modification or any other agreement, instrument termination of the Lexington Master Lease or other document to which the Company is a party. Without Greenville Master Lease. (xxiii) without limiting the generality of the foregoing, but subject indirectly or directly causing the Operating Company to take any situations in which the approval of the Members foregoing actions; (xxiv) the adoption of the Annual Budget or any amendment or revision thereto; (xxv) the amendment, modification or revocation of any Major Decision previously approved in accordance with this Agreement; and (xxvi) entering into, terminating or causing or permitting the termination of a Management Agreement, except if the same is specifically required by this a RSC Management Agreement, (xto avoid all doubt, the Members acknowledge and agree that, if applicable, subject to its terms or as otherwise provided herein, Managing Member may terminate or cause or permit an RSC Management Agreement to be terminated without the consent of the Non-Managing Member and the engagement of the initial replacement manager in such event is not a Major Decision, all pursuant to the provisions of Section 5.2 hereof). (c) Each of the Managing Member and Non-Managing Member may propose to adopt, modify or revoke a Major Decision at any time. Whenever a Member proposes to adopt, modify or revoke a Major Decision, it shall deliver a written notice (a “Major Decision Notice”) to the other Member (i) describing the proposal in sufficient detail and (ii) containing sufficient information to permit the other Member to make an informed decision on the proposal and shall subsequently provide to the other Member such additional information as the other Member may reasonably request. (d) A “Deadlock” shall be deemed to exist if, after receiving a Major Decision Notice: (i) the Managing Member shall and Non-Managing Member have discretion failed for any reason to mutually agree on accepting or rejecting the Major Decision for at least thirty (30) days after the Major Decision Notice was given and (ii) one such Member has delivered a notice (a “Deadlock Notice”) to the other Member in determining whether writing, given at any time before or after the end of such 30-day period that continuing failure to issue Equity Securities agree on the proposed Major Decision will constitute a Deadlock for purposes of this Agreement unless the Major Decision is agreed upon by the later of (A) five (5) days after the other Member’s receipt of the Company, Deadlock Notice or (B) the number of Equity Securities end of the Company to be issued at any particular time30-day period described above. As provided herein, the purchase price for any Equity Securities of the Company issuedif a Deadlock shall exist, and all other terms and conditions governing the issuance of Equity Securities of the Company and (y) the then Managing Member or Non-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 initiate the Company or the Members any agreement, document and instrument Buy/Sell Procedures as provided in connection therewith Article 6. (including amendments, if any, to this Agreement or adoptions of new constituent documentse) without the approval or consent of any Member. The Managing Member shall operate cause the Operating Company and its Subsidiaries in accordance in all material respects with an annual budgetto make quarterly distributions of Operating Company Available Cash to the Company. Notwithstanding the foregoing, business plan and financial forecasts for the Company and its Subsidiaries for each fiscal year. The Managing Member shall not be required to cause the “manager” of Operating Company to make a distribution to the Company for the purposes if such distribution would violate Section 18-607 of the Delaware ActAct or any other applicable law. (f) During the period of time ending two (2) years after the Effective Date (the “Major Decision Threshold Period”), the Members shall only have the right to initiate the Buy/Sell Procedures as provided in Article 6 if the Major Decision which is the subject of the Deadlock Notice shall involve a sum or value equal to, or in excess of, the Major Decision Materiality Threshold. If during the period of time ending two years after the Effective Date, the Major Decision which is the subject of the Deadlock Notice shall involve a sum or value which is equal to or less than the Major Decision Materiality Threshold, then either Member shall have the right to submit the same to arbitration pursuant to the provisions of Section 5.1 (g) hereof. After the Major Decision Threshold Period, such Major Decision Materiality Threshold shall not apply and the Buy/Sell Procedures may be initiated with respect to any Deadlock or for any or no reason. (g) During the period of time ending two (2) years after the Effective Date, each Member, as its sole recourse with respect to the resolution of any dispute or controversy arising out of a Deadlock with respect to a Major Decision involving a sum or value which is equal to or less than the Major Decision Materiality Threshold, may submit the same to settlement by binding arbitration administered by the American Arbitration Association under its then current Commercial Arbitration Rules. The Managing Member is hereby designated as authorized person, within the meaning of the Delaware Act, to execute, deliver and file the certificate of formation of the Company and all other certificates (and any amendments and/or restatements thereof) required judgment or permitted award rendered by the Delaware Act to arbitrator(s) shall be final and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. Notice of demand for arbitration shall be filed by either Member in writing with the Office of other Member and the Secretary of State of the State of DelawareAmerican Arbitration Association. The Managing Member is hereby authorized to execute, deliver and file any other certificates demand for arbitration shall be made within sixty (and any amendments and/or restatements thereof60) necessary for days after the Company to qualify to do business in a jurisdiction in which Deadlock Notice. After the Company may wish to conduct business. Notwithstanding any other provision of this Agreement to the contrary, without the consent of any Member or other Person being requiredMajor Decision Threshold Period, the Company is hereby authorized to execute, deliver and perform, and the Managing Member or any officer on behalf of the Company, is hereby authorized to execute and deliver (aarbitration requirements provided in this Section 5.1(g) each Tax Receivable Agreement; and (b) 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 thereofapply.

Authority of Managing Member. Except for situations 4.1.1 Managing Member shall conduct the day-to-day management of the Company and in which order to implement the approval purposes of one or more the Company identified in Section 2.5, the Operating Budget and all Major Decisions and other decisions of the Members is specifically required by the express terms of this Agreement, and subject to the provisions of this Article V, (i) all management powers over the business and affairs of the Company shall be exclusively vested in the Managing Member, (ii) the Managing Member shall conduct, direct and exercise full control over all activities of the Company, and (iii) the Managing Member shall that have the sole power to bind or take any action on behalf of the Company, or to exercise any rights and powers (including, without limitation, 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 partythen been made. Without limiting the generality of the foregoing, but subject except to the extent that any situations in which the approval of the following would constitute a Major Decision or otherwise require the consent of all Members is specifically required under the terms hereof, Managing Member, acting in its reasonable discretion but without any requirement of any consent or approval from any other Member, shall have general responsibility for the following with respect to the Company and the Owner Entities: A. To implement all Major Decisions the Members have made; B. To supervise the Property Manager in its management of the Properties, interests therein or parts thereof; to operate the Properties as hotels; to lease the Property or any part thereof from time to time; C. To employ, engage or contract with or dismiss from employment or engagement Persons to the extent deemed necessary by this Agreement, (x) the Managing Member for the operation and management of the Company business, including contractors, subcontractors, engineers, architects, surveyors, mechanics, consultants, accountants, investment bankers, underwriters, insurance brokers and others (it being understood that unless the Members shall have discretion in determining whether to issue Equity Securities unanimously agree otherwise, PriceWaterhouseCoopers shall provide general auditing services for the Company, as an expense of the Company, and KPMG shall provide Xxxxxxxx-Xxxxx Act compliance control testing for the number Company, at the request of Equity Securities Investor and as an expense of Investor); provided that the cost of any control established by the Company on the advice of KPMG or otherwise in accordance with the Xxxxxxxx-Xxxxx Act shall be an expense of the Company to be issued at Company; D. To acquire and enter into any particular time, contract of insurance contemplated by the purchase price for any Equity Securities of the Company issued, and all other terms and conditions governing the issuance of Equity Securities 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 Lease; E. To conduct banking transactions on behalf of the Company in the ordinary course of business; F. To demand, xxx for, receive, and otherwise take steps to collect or the Members any agreementrecover all debts, document rents, proceeds, interests, dividends, goods, chattels, income from property, damages and instrument in connection therewith (including amendments, if anyall other property, to this Agreement which the Company may be entitled or adoptions that are or may become due to the Company from any Person in the ordinary course of new constituent documents) without business; to commence, prosecute, enforce, defend, answer, oppose, contest and abandon all legal proceedings in which the approval Company is or consent of may hereafter be interested; and to submit to arbitration any Member. The Managing Member shall operate accounts, debts, claims, disputes and matters that may arise between the Company and its Subsidiaries any other Person; G. To take all reasonable measures necessary to ensure compliance by the Company with applicable agreements, and other contractual obligations and arrangements, entered into by the Company from time to time in accordance in all material respects with an annual budgetthe provisions of this Agreement, business plan including periodic reports as required to be submitted to lenders; H. To maintain the Company’s books and financial forecasts records, which shall include, but not be limited to, separately tracking and accounting for the Company portion of Net Cash Flow that is attributable to each Property; I. To prepare and its Subsidiaries for each fiscal year. The Managing Member shall deliver, or cause to be prepared and delivered, all financial and other reports with respect to the “manager” of the Company for the purposes of the Delaware Act. The Managing Member is hereby designated as authorized person, within the meaning of the Delaware Act, to execute, deliver and file the certificate of formation operations of the Company and all other certificates (federal and state tax returns and reports; J. To pay or reimburse any amendments and/or restatements thereof) required or permitted by the Delaware Act to be filed and all fees, costs and expenses incurred in the Office of the Secretary of State of the State of Delaware. The Managing Member is hereby authorized to execute, deliver formation and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business. Notwithstanding any other provision of this Agreement to the contrary, without the consent of any Member or other Person being required, the Company is hereby authorized to execute, deliver and perform, and the Managing Member or any officer on behalf organization of the Company; K. To do all acts that are necessary, is hereby authorized to execute customary or appropriate for the protection, maintenance, repair, operation and deliver (a) each Tax Receivable Agreement; preservation of the Company’s assets; L. To establish and (b) maintain any amendment and any agreementall reserves, document working capital accounts and other cash or other instrument contemplated thereby or related thereto. The Managing Member or any officer is hereby authorized to similar balances in such amounts as the Members have determined; M. To enter into the documents described in the preceding sentence on behalf Lease; and N. In general, to exercise all of the Companygeneral rights, but such authorization shall not privileges and powers permitted to be deemed a restriction on exercised by the power provisions of the Act. 4.1.2 Managing Member or any officer shall have the right, power and authority to enter into other execute documents on behalf of the Company in the ordinary course of business. The signature of Managing Member shall be sufficient to bind the Company. Nothing set forth Notwithstanding the foregoing, if requested in writing by Managing Member, each Member shall execute and deliver those documents deemed necessary or desirable by Managing Member in order to carry out the provisions of this Agreement. The exercise of any of the rights or powers of the Member pursuant to the terms of this Agreement shall reduce not be deemed to be taking part in the affairs of the Company or restrict the rights exercise of control over the affairs of the Company. 4.1.3 Managing Member shall provide to the Non-Managing Members, promptly following receipt, copies of all material notices from any Person set forth and copies of all notices from any government or judicial body. 4.1.4 Managing Member shall implement and enforce an anti-money laundering policy and a program of compliance with the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, Public Law 107-56 (October 26, 2001) as the same may be amended from time to time, and corresponding provisions of future laws (the “Patriot Act”). 4.1.5 Managing Member agrees to use good faith, reasonable efforts to operate and cause the Company to operate each Property as a quality hotel (with ancillary retail components) pursuant to commercially reasonable conditions and standards in accordance with the Tax Receivable Agreement, subject to purposes of the terms Company identified in Section 2.5 and conditions thereofthe Lease.

Authority of Managing Member. Except for situations 4.1.1 Managing Member shall conduct the day-to-day management of the Company and (subject to the consent, management and other rights of Minority Interest Holders) each Owner Entity in which order to implement the approval purposes of one or more the Company identified in Section 2.5, the applicable Business Plan, Operating Budget and all Major Decisions and other decisions of the Members is specifically required by the express terms of this Agreement, and subject to the provisions of this Article V, (i) all management powers over the business and affairs of the Company shall be exclusively vested in the Managing Member, (ii) the Managing Member shall conduct, direct and exercise full control over all activities of the Company, and (iii) the Managing Member shall that have the sole power to bind or take any action on behalf of the Company, or to exercise any rights and powers (including, without limitation, 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 partythen been made. Without limiting the generality of the foregoing, but subject except to the extent that any situations in which the approval of the following would constitute a Major Decision or otherwise require the consent of all Members is specifically required under the terms hereof, Managing Member, acting in its reasonable discretion but without any requirement of any consent or approval from any other Member, shall have general responsibility for the following with respect to the Company and the Owner Entities: A. To implement all Major Decisions the Members have made; B. To employ, engage or contract with or dismiss from employment or engagement Persons to the extent deemed necessary by this Agreement, (x) the Managing Member for the operation and management of the Company business, including but not limited to, contractors, subcontractors, engineers, architects, surveyors, mechanics, consultants, accountants, investment bankers, underwriters, insurance brokers and others as contemplated by the Business Plan (it being understood that unless the Members shall have discretion in determining whether to issue Equity Securities unanimously agree otherwise, PriceWaterhouseCoopers shall provide general auditing services for the Company, as an expense of the Company, and KPMG shall provide Sxxxxxxx-Xxxxx Act compliance control testing for the number Company, at the request of Equity Securities Investor and as an expense of Investor); provided that the cost of any control established by the Company on the advice of KPMG or otherwise in accordance with the Sxxxxxxx-Xxxxx Act shall be an expense of the Company to be issued at Company; C. To acquire and enter into any particular time, contract of insurance contemplated by the purchase price for any Equity Securities of the Company issued, and all other terms and conditions governing the issuance of Equity Securities 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 Business Plan; D. To conduct banking transactions on behalf of the Company and the Owner Entities in the ordinary course of business; E. To demand, sxx for, receive, and otherwise take steps to collect or recover all debts, rents, proceeds, interests, dividends, goods, chattels, income from property, damages and all other property, to which the Company or the Members any agreement, document and instrument in connection therewith (including amendments, if any, Owner Entities may be entitled or that are or may become due to this Agreement or adoptions of new constituent documents) without the approval or consent of any Member. The Managing Member shall operate the Company or the Owner Entities from any Person in the ordinary course of business; to implement the decisions of the Members to commence, prosecute, enforce, defend, answer, oppose, contest and its Subsidiaries abandon all legal proceedings in which the Company or the Owner Entities is or may hereafter be interested; and to submit to arbitration any accounts, debts, claims, disputes and matters that may arise between the Company or the Owner Entities and any other Person; F. To take all reasonable measures necessary to ensure compliance by the Company or the Owner Entities with applicable agreements, and other contractual obligations and arrangements, entered into by the Company or the Owner Entities from time to time in accordance in all material respects with an annual budgetthe provisions of this Agreement, business plan including periodic reports as required to be submitted to lenders; G. To maintain the Company’s and financial forecasts the Owner Entities’ books and records, which shall include, but not be limited to, separately tracking and accounting for the Company portion of Net Cash Flow that is attributable to each Property; H. To prepare and its Subsidiaries for each fiscal year. The Managing Member shall deliver, or cause to be prepared and delivered, all financial and other reports with respect to the “manager” of the Company for the purposes of the Delaware Act. The Managing Member is hereby designated as authorized person, within the meaning of the Delaware Act, to execute, deliver and file the certificate of formation operations of the Company and the Owner Entities and all other certificates (federal and state tax returns and reports; I. To pay or reimburse any amendments and/or restatements thereof) required or permitted by the Delaware Act to be filed and all fees, costs and expenses incurred in the Office of the Secretary of State of the State of Delaware. The Managing Member is hereby authorized to execute, deliver formation and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business. Notwithstanding any other provision of this Agreement to the contrary, without the consent of any Member or other Person being required, the Company is hereby authorized to execute, deliver and perform, and the Managing Member or any officer on behalf organization of the Company; J. To do all acts that are necessary, is hereby authorized to execute customary or appropriate for the protection, maintenance, repair, operation and deliver (a) each Tax Receivable Agreement; and (b) 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 preservation of the Company’s assets; K. To establish and maintain any and all reserves, but working capital accounts and other cash or similar balances in such authorization shall not be deemed a restriction on amounts as the power Members have determined; L. To enter into any Lease; and M. In general, to exercise all of the general rights, privileges and powers permitted to be exercised by the provisions of the Act. 4.1.2 Managing Member or any officer shall have the right, power and authority to enter into other execute documents on behalf of the Company and the Owner Entities to implement the Business Plan, and otherwise in the ordinary course of business. The signature of Managing Member shall be sufficient to bind the Company. Nothing set forth Notwithstanding the foregoing, if requested in writing by Managing Member, each Member shall execute and deliver those documents deemed necessary or desirable by Managing Member in order to carry out the provisions of this Agreement. The exercise of any of the rights or powers of the Member pursuant to the terms of this Agreement shall reduce not be deemed to be taking part in the affairs of the Company or restrict the rights exercise of control over the affairs of the Company. 4.1.3 Managing Member shall provide to the Non-Managing Members, promptly following receipt, copies of all material notices from any Person set forth and copies of all notices from any government or judicial body. 4.1.4 Managing Member shall implement and enforce an anti-money laundering policy and a program of compliance with the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, Public Law 107-56 (October 26, 2001) as the same may be amended from time to time, and corresponding provisions of future laws (the “Patriot Act”). 4.1.5 Managing Member agrees to use good faith, reasonable efforts to operate and cause each Owner Entity to operate each Property as a quality hotel (with ancillary retail components) pursuant to commercially reasonable conditions and standards in accordance with the Tax Receivable Agreement, subject to purposes of the terms Company identified in Section 2.5 and conditions thereofthe applicable Business Plan and Operating Budget.

Authority of Managing Member. 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 V, (ia) all management powers over the business and affairs of the Company shall be exclusively vested in the Managing Member, (ii) the Managing Member shall conduct, direct and exercise full control over all activities of the Company, and (iii) the The Managing Member shall have the sole power and exclusive authority to bind or manage and implement the policies, operations and affairs of the Company and to make all decisions regarding the major policy decisions and over-all direction of the Company and the Operating Company and their respective businesses, including, without limitation causing the Operating Company to take any action on behalf of the Companyin furtherance thereof; provided, or to exercise any rights and powers (includinghowever, without limitation, 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. 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) that the Managing Member shall not have discretion in determining whether the authority to issue Equity Securities make any Major Decisions with respect to the Company or the Operating Company without the prior written consent of Non-Managing Member. (b) Each of the Companyfollowing matters (each a “Major Decision” and collectively, the number “Major Decisions”) shall require the prior written approval of Equity Securities the Managing Member and Non-Managing Member: (i) the sale, refinance or other disposition of all or any material portion of the Company to be issued at any particular time, Property or the purchase price for any Equity Securities Property other than the sale or disposition of personal property being replaced in the ordinary course of business; (ii) causing or permitting the Company issuedor Operating Company to prepay (in whole or in part), and all other terms and conditions governing the issuance of Equity Securities of the Company and (y) the Managing Member may enter intorefinance, approveamend, and consummate modify or extend any Liquidity Event or other extraordinary or business combination or divestiture transaction, and execute and deliver on behalf loan obligation of the Company or the Members any agreement, document and instrument in connection therewith (including amendments, if any, Operating Company or to this Agreement cause or adoptions of new constituent documents) without the approval or consent of permit any Member. The Managing Member 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 Subsidiaries for each fiscal year. The Managing Member shall be the “manager” loan obligation of the Company for or any Operating Company to be guaranteed in whole or in part other than pursuant to the purposes Non-Recourse Carveout Guarantees; (iii) entering into, terminating or causing or permitting the termination of a Management Agreement, except if the Delaware Act. The same is a JEA Management Agreement, (to avoid all doubt, the Members acknowledge and agree that, if applicable, subject to its terms or as otherwise provided herein, Managing Member is hereby designated as authorized person, within the meaning of the Delaware Act, to execute, deliver and file the certificate of formation of the Company and all other certificates (and any amendments and/or restatements thereof) required may terminate or permitted by the Delaware Act cause or permit an JEA Management Agreement to be filed in the Office of the Secretary of State of the State of Delaware. The Managing Member is hereby authorized terminated pursuant to execute, deliver and file any other certificates (and any amendments and/or restatements thereofSections III(A) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business. Notwithstanding any other provision of this Agreement to the contrary, or III(C) without the consent of the Non-Managing Member and the engagement of the initial replacement manager in such event is not a Major Decision, all pursuant to the provisions of Section 5.2 hereof); and (iv) any Member merger or other Person being required, consolidation of the Company is hereby authorized to execute, deliver and perform, and the Managing Member or material change in use of any officer on behalf of the Company, is hereby authorized to execute and deliver (a) each Tax Receivable Agreement; and Properties. (b) 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 Each of the Managing Member and Non-Managing Member may propose to adopt, modify or revoke a Major Decision at any officer time. Whenever a Member proposes to enter into other documents on behalf of the Company. Nothing set forth in this Agreement adopt, modify or revoke a Major Decision, it shall reduce or restrict the rights of any Person set forth in the Tax Receivable Agreement, subject deliver a written notice (a “Major Decision Notice”) to the terms other Member (i) describing the proposal in sufficient detail and conditions thereof(ii) containing sufficient information to permit the other Member to make an informed decision on the proposal and shall subsequently provide to the other Member such additional information as the other Member may reasonably request.

Authority of Managing Member. 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 V, (i) all management powers over the business and affairs of the Company shall be exclusively vested in the Managing Member, (ii) the Managing Member shall conduct, direct and exercise full control over all activities of the Company, and (iii) the Managing Member shall have the sole power to bind or take any action on behalf of the Company, or to exercise any rights and powers (including, without limitation, 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. 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 Securities of the Company, the number of Equity Securities of the Company to be issued at any particular time, the purchase price for any Equity Securities of the Company issued, and all other terms and conditions governing the issuance of Equity Securities 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 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 Subsidiaries for each fiscal year. The Managing Member shall be the “manager” of the Company for the purposes of the Delaware Act. The Managing Member is hereby designated as authorized person, within the meaning of the Delaware Act, to execute, deliver and file the certificate of formation of the Company and all other certificates (and any amendments and/or restatements thereof) required or permitted by the Delaware Act to be filed in the Office of the Secretary of State of the State of Delaware. The Managing Member is hereby authorized to execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business. Notwithstanding any other provision of this Agreement to the contrary, without the consent of any Member or other Person being required, the Company is hereby authorized to execute, deliver and perform, and the Managing Member or any officer on behalf of the Company, is hereby authorized to execute and deliver (a) each the Tax Receivable Agreement; and (b) 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. Further notwithstanding the foregoing or any other provision of this Agreement to the contrary, and subject to any matter required to be approved by a majority of the Disinterested Members of the Board, from and after the Effective Time, if any action or determination that is permitted to be taken or made by the Managing Member pursuant to this Agreement is an action or determination that would require the approval of the board of directors of a Delaware corporation if the Company were such a corporation, then such action or determination shall be taken or made by the Managing Member only with the approval of the Board.

Authority of Managing Member. 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 V, (ia) all management powers over the business and affairs of the Company shall be exclusively vested in the Managing Member, (ii) the Managing Member shall conduct, direct and exercise full control over all activities of the Company, and (iii) the The Managing Member shall have the sole power and exclusive authority to bind or manage and implement the policies, operations and affairs of the Company and to make all decisions regarding the major policy decisions and over-all direction of the Company and the Operating Company and their respective businesses, including, without limitation causing the Operating Company to take any action in furtherance thereof; provided, however, that the Managing Member shall not have the authority to make any Major Decisions with respect to the Company or the Operating Company without the prior written consent of Non-Managing Member. (b) Each of the following matters (each a “Major Decision” and collectively, the “Major Decisions”) shall require the prior written approval of the Managing Member and Non-Managing Member: (i) acquisition by the Company or the Operating Company of any additional property, assets, business or project, either directly or indirectly, other than the acquisition or replacement of personal property in the ordinary course of business; (ii) causing or permitting the Company or any of the Operating Companies to incur any indebtedness whatsoever other than trade payables and other indebtedness in an amount less than $100,000.00, whether recourse or non-recourse, and securing the same with mortgages, deeds of trust and/or other assignments of assets of the Company; except that the Members acknowledge and agree that the Company is authorized and directed, on behalf of the Company and each of the Operating Companies, to comply with the provisions of the documents securing or governing the indebtedness which has been defined herein as, and constitutes, the Senior Loan from General Electric Credit Corporation, Agent for itself and one or more lenders (together with its successors and/or assigns, the “Senior Lender”), as the same may be modified substantially in accordance with the Term Sheet (to avoid all doubt, any additional amendments, modifications or extensions of the Senior Loan or any other loan is a Major Decision); (iii) the sale or other disposition of all or any material portion of the Company Property or the Property other than the sale or disposition of personal property being replaced in the ordinary course of business (the parties confirm that this Major Decision shall always be deemed to be above the Major Decision Materiality Threshold, regardless of the amount in dispute); (iv) the merger or consolidation of the Company or Operating Company with or into any other Person, any reorganization of the Company, the liquidation or dissolution of the Company or Operating Company, or the change or organization of the Company or Operating Company into any other legal form; (v) causing or permitting the Company or Operating Company to exercise make any loan to any Person (for the purpose of this clause, accounts receivable from tenants or other occupants of the Property shall not be deemed to be a loan), or to act as guarantor or surety to, for or on behalf of any other Person; (vi) issuance or sale of additional Membership Interests or admission of a new member in the Company or Operating Company other than in accordance with Article 8; (vii) filing or commencement of any Bankruptcy proceeding by or on behalf of the Company or Operating Company; consenting to the institution or continuation of any involuntary Bankruptcy proceeding against the Company or Operating Company or the conversion of an involuntary proceeding into a voluntary proceeding; the admission in writing by the Company or the Operating Company of its inability to pay its debts generally as they become due; or the making by the Company or Operating Company of a general assignment for the benefit of its creditors; (viii) the making of any additional Capital Contributions other than for Necessary Expenses in accordance with Section 3.2; (ix) entering into, modifying or exercising any rights or remedies under any contract (an “Affiliate Contract”) between the Company or Operating Company, on the one hand, and powers any Person in which any Member, Affiliate of any Member or any Family Member thereof, or in which any partner, shareholder, member, director or officer, manager, or employee of any Member, Affiliate of any Member, or any Family Member thereof, directly or indirectly, owns or Controls more than five percent (including5%) of the beneficial interest, on the other hand; (x) renewing, extending or modifying an Affiliate Contract or terminating an Affiliate Contract, provided however, that an RSC Management Agreement may be terminated in accordance with its terms without limitationthe consent of the Non-Managing Member; (xi) any amendment or modification of this Agreement, the rights and powers Certificate of Formation of the Company, the Limited Liability Company Agreement, the Operating Company Limited Liability Company Agreement or Certificate of Formation of each of the Operating Companies ; (xii) commencing or threatening any legal proceeding or litigation of any type on behalf of the Company or Operating Company or settling, compromising or taking any other material action with respect to take certain actionsany litigation or legal proceeding of any type by, give against or withhold certain consents involving the Company if the amount in controversy shall exceed Fifty Thousand Dollars ($50,000.00); (xiii) causing or approvalspermitting the Company or Operating Company to distribute any Company Property or Operating Company Property in kind to any Member; (xiv) causing or permitting the Company or Operating Company to refinance, amend, modify or extend any loan obligation of the Company or Operating Company; (xv) the engagement of, or make certain determinationsotherwise entering into any agreement with, opinionsany real estate broker or investment banker to market or list the Property for sale and the terms and conditions of any such brokerage, judgments listing or similar agreement; (xvi) subject to the provisions of Section 5.3, the engagement of, or otherwise entering into any agreement with, an accountant or accounting firm to provide auditing services to the Company, except that the Members agree that Xxxxx Xxxxxxxx Xxxxxxxx, P.A. shall be the Company’s initial auditors (the “Auditors”) provided that Managing Member shall have the right to engage any reputable accounting firm for auditing services at its sole cost and expense (and expressly not a Company cost or expense); (xvii) any action outside the purposes specified in Section 1.4; (xviii) the engagement of, or otherwise entering into any agreement with, any real estate broker with respect to leasing the Property and the terms and conditions of any such brokerage, listing or similar agreement; (xix) the hiring of any employees by the Company and the setting and increasing of their compensation, whether by salary, bonus, or otherwise; (xx) the hiring of any employees by the Operating Company for an annual salary or other decisionscompensation in excess of an aggregate of $50,000.00 and the setting and increasing of their compensation, whether by salary, bonus, or otherwise; (xxi) granted entering into or causing or permitting the Operating Company to enter into any lease for (Y) an potential aggregate term in excess of three (3) years (including all renewal and extension terms), (Z) or more than 2,000 rentable square feet, whether a commercial or residential lease. (xxii) the Company under this Agreement amendment, modification or any other agreement, instrument revocation of the Lexington Master Lease or other document to which the Company is a party. Without Greenville Master Lease. (xxiii) without limiting the generality of the foregoing, but subject indirectly or directly causing the Operating Company to take any situations in which the approval of the Members foregoing actions; (xxiv) the adoption of the Annual Budget or any amendment or revision thereto; and (xxv) the amendment, modification or revocation of any Major Decision previously approved in accordance with this Agreement; and (xxvi) entering into, terminating or causing or permitting the termination of a Management Agreement, except if the same is specifically required by this a RSC Management Agreement, (xto avoid all doubt, the Members acknowledge and agree that, if applicable, subject to its terms or as otherwise provided herein, Managing Member may terminate or cause or permit an RSC Management Agreement to be terminated without the consent of the Non-Managing Member and the engagement of the initial replacement manager in such event is not a Major Decision, all pursuant to the provisions of Section 5.2 hereof). (c) Each of the Managing Member and Non-Managing Member may propose to adopt, modify or revoke a Major Decision at any time. Whenever a Member proposes to adopt, modify or revoke a Major Decision, it shall deliver a written notice (a “Major Decision Notice”) to the other Member (i) describing the proposal in sufficient detail and (ii) containing sufficient information to permit the other Member to make an informed decision on the proposal and shall subsequently provide to the other Member such additional information as the other Member may reasonably request. (d) A “Deadlock” shall be deemed to exist if, after receiving a Major Decision Notice: (i) the Managing Member shall and Non-Managing Member have discretion failed for any reason to mutually agree on accepting or rejecting the Major Decision for at least thirty (30) days after the Major Decision Notice was given and (ii) one such Member has delivered a notice (a “Deadlock Notice”) to the other Member in determining whether writing, given at any time before or after the end of such 30-day period that continuing failure to issue Equity Securities agree on the proposed Major Decision will constitute a Deadlock for purposes of this Agreement unless the Major Decision is agreed upon by the later of (A) five (5) days after the other Member’s receipt of the Company, Deadlock Notice or (B) the number of Equity Securities end of the Company 30-day period described above. As provided herein, if a Deadlock shall exist, then Managing Member or Non-Managing Member may initiate the Buy/Sell Procedures as provided in Article 6. (e) Subject to be issued at any particular time, the purchase price for any Equity Securities provisions of the Company issuedSenior Loan Documents (or any other loan documents (or any other loan documents entered into in accordance with the provisions of Section 5.1(b)(ii)), and all other terms and conditions governing the issuance of Equity Securities of the Company and (y) Annual Budget, the Managing Member may enter intoshall cause the Operating Company to make quarterly distributions of Operating Company Available Cash to the Company. Notwithstanding the foregoing, 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 shall operate not be required to cause the Operating Company to make a distribution to 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 Subsidiaries for each fiscal year. The Managing Member shall be the “manager” of the Company for the purposes if such distribution would violate Section 18-607 of the Delaware ActAct or any other applicable law. (f) During the period of time ending two (2) years after the Effective Date (the “Major Decision Threshold Period”), the Members shall only have the right to initiate the Buy/Sell Procedures as provided in Article 6 if the Major Decision which is the subject of the Deadlock Notice shall involve a sum or value equal to, or in excess of, the Major Decision Materiality Threshold. If during the period of time ending two years after the Effective Date, the Major Decision which is the subject of the Deadlock Notice shall involve a sum or value which is equal to or less than the Major Decision Materiality Threshold, then either Member shall have the right to submit the same to arbitration pursuant to the provisions of Section 5.1 (g) hereof. After the Major Decision Threshold Period, such Major Decision Materiality Threshold shall not apply and the Buy/Sell Procedures may be initiated with respect to any Deadlock or for any or no reason. (g) During the period of time ending two (2) years after the Effective Date, each Member, as its sole recourse with respect to the resolution of any dispute or controversy arising out of a Deadlock with respect to a Major Decision involving a sum or value which is equal to or less than the Major Decision Materiality Threshold, may submit the same to settlement by binding arbitration administered by the American Arbitration Association under its then current Commercial Arbitration Rules. The Managing Member is hereby designated as authorized person, within the meaning of the Delaware Act, to execute, deliver and file the certificate of formation of the Company and all other certificates (and any amendments and/or restatements thereof) required judgment or permitted award rendered by the Delaware Act to arbitrator(s) shall be final and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. Notice of demand for arbitration shall be filed by either Member in writing with the Office of other Member and the Secretary of State of the State of DelawareAmerican Arbitration Association. The Managing Member is hereby authorized to execute, deliver and file any other certificates demand for arbitration shall be made within sixty (and any amendments and/or restatements thereof60) necessary for days after the Company to qualify to do business in a jurisdiction in which Deadlock Notice. After the Company may wish to conduct business. Notwithstanding any other provision of this Agreement to the contrary, without the consent of any Member or other Person being requiredMajor Decision Threshold Period, the Company is hereby authorized to execute, deliver and perform, and the Managing Member or any officer on behalf of the Company, is hereby authorized to execute and deliver (aarbitration requirements provided in this Section 5.1(g) each Tax Receivable Agreement; and (b) 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 thereofapply.