Common use of Chief Financial Officer Clause in Contracts

Chief Financial Officer. The Chief Financial Officer shall, under the direction of the Member, Board of Managers and Chief Executive Officer, perform all duties incident to the office of Chief Financial Officer and shall have such powers and discharge such duties as may be assigned to him or her, from time to time, by the Chief Executive Officer, Board of Managers or the Member.

Chief Financial Officer. The Chief Financial Officer shall, under the direction of the Member, Board of Managers and Chief Executive Officer, shall perform all duties commonly incident to that office (including, without limitation, the office care and custody of Chief Financial Officer the funds and shall have such powers and discharge such duties as may be assigned to him or hersecurities of the Corporation, which from time to timetime may come into the Chief Financial Officer’s hands and the deposit of the funds of the Corporation in such banks or trust companies as the Board, by the Chief Executive Officer, Board of Managers Officer or the MemberPresident may authorize).

Chief Financial Officer. The Chief Financial Officer shall, under the direction of the Member, Member and Board of Managers and Chief Executive OfficerManagers, perform all duties incident to the office of Chief Financial Officer and shall have such powers and discharge such duties as may be assigned to him or her, from time to time, by the Chief Executive Officerother Officers, Board of Managers or the Member.

Chief Financial Officer. The Chief Financial Officer shall, under the direction of the Member, Board of Managers and Chief Executive Officer, if any, shall perform all such duties incident to the office of Chief Financial Officer and shall have such other powers and discharge such duties as may be assigned to him or her, from time to time, time be prescribed by the Chief Executive Officer, Board of Managers or the MemberPresident.

Chief Financial Officer. The Chief Financial Officer shall, under the direction of the Member, Board of Managers and Chief Executive Officer, perform all duties incident to the office of Chief Financial Officer and shall have such powers and discharge such duties as may be assigned to him or her, from time to time, by the Chief Executive Officerother Officers, Board of Managers or the Member.

Chief Financial Officer. The Chief Financial Officer shall, under shall be responsible for financial reporting for the direction of the Member, Board of Managers Company and Chief Executive Officer, shall perform all duties incident incidental to such Person’s office that may be required by Applicable Law and all such other duties as are properly required by of him or her by the Board. He or she shall make reports to the office of Chief Financial Officer Board and shall have such powers see that all orders and discharge such duties as may be assigned resolutions of the Board and any committee thereof relating to him financial reporting are carried into effect. He or her, from time she shall also render to time, by the Board or the Chief Executive Officer, Board whenever any of Managers them request it, an account of all of his or her transactions as Chief Executive Officer and of the Memberfinancial condition of the Company. The Chief Financial Officer shall have the same power as the Chief Executive Officer to execute documents on behalf of the Company.

Chief Financial Officer. The Chief Financial Officer shallshall receive, under keep and disburse all moneys belonging to or coming to the direction Company, shall keep regular, true and full accounts of all receipts and disbursements, and make detailed reports thereof, shall keep a true record of expenses, losses, gains, assets, and liabilities of the MemberCompany, Board and shall perform such other duties in connection with the administration of Managers and the financial affairs of the Company as the Board, or the President, may designate. In the case of the Chief Executive Financial Officer’s absence or incapacity, the President may designate an appropriate officer to perform all the duties incident to the office of Chief Financial Officer and shall have such powers and discharge such duties as may be assigned to him or her, from time to time, by the Chief Executive Officer, Board of Managers or the Member.

Chief Financial Officer. The Chief Financial Officer shall, under shall be the chief accounting officer of the Company and shall have general charge and supervision of the day to day financial operations of the Company (subject to the direction of the Member, Board of Managers and Chief Executive OfficerDirectors), and, in general, shall perform all such other duties as are incident to the office of Chief Financial Officer a chief financial officer of a corporation, including those duties customarily performed by persons occupying such office, and shall have perform such powers and discharge such other duties as may be assigned to him or heras, from time to time, may be assigned to him by the Chief Executive Officer, Board of Managers Directors or the MemberAudit Committee.

Chief Financial Officer. The Chief Financial Officer shall exercise all the powers and perform the duties of the office of the chief financial officer and in general have overall supervision of the financial operations of the Company. The Chief Financial Officer shall, under when requested, counsel with and advise the direction other officers of the Member, Company and shall perform such other duties as such officer may agree with the Chief Executive Officer or as the Board of Managers and Chief Executive Officer, perform all duties incident to the office of Chief Financial Officer and shall have such powers and discharge such duties as Directors may be assigned to him or her, from time to time, by the Chief Executive Officer, Board of Managers or the Membertime determine.

Chief Financial Officer. The Chief Financial Officer shall exercise all the powers and perform the duties of the office of the chief financial officer and in general have overall supervision of the financial operations of the Company. The Chief Financial Officer shall, under when requested, counsel with and advise the direction other officers of the Member, Board of Managers and Chief Executive Officer, perform all duties incident to the office of Chief Financial Officer Company and shall have perform such powers and discharge such other duties as such officer may be assigned to him agree with the President or her, as the Operating Committee may from time to time, by the Chief Executive Officer, Board of Managers or the Membertime determine.

Chief Financial Officer. The Chief Financial Officer shall, under shall be the direction principal financial officer of the Member, Board of Managers and Chief Executive Officer, perform all duties incident to the office of Chief Financial Officer Company and shall have such powers and discharge such duties as may be assigned to him or her, from time to time, by responsible for the Chief Executive Officer, Board financial affairs of Managers or the MemberCompany.

Chief Financial Officer. The Chief Financial Officer shall, under shall have responsibility for the direction day-to-day management and general oversight of the Memberaccounting and finance function of the Company and supervision of any Treasurer and Assistant Treasurers, Board of Managers and Chief Executive Officer, perform all duties incident to the office of Chief Financial Officer and shall have such powers and discharge other such duties and responsibilities as may be assigned to him or her, from time to time, determined by the President and CEO, the Chief Executive Officer, Board of Managers Operating Officer or the Managing Member.

Chief Financial Officer. The Chief Financial Officer shallshall have the duty of oversight over all Company financial matters, under including supervision over the direction duties of the Member, Board Treasurer and controller of Managers the Company. The Chief Financial Officer shall perform such duties and Chief Executive Officer, perform all duties exercise such powers as are incident to the office of Chief Financial Officer Officer, and shall have such other duties and powers and discharge such duties as the Board or the President may be assigned to him or her, from time to time, by time to assign to or confer on the Chief Executive Officer, Board of Managers or the MemberPresident.

Chief Financial Officer. The Chief Financial Officer of the Corporation shall, under the direction of the MemberChief Executive Officer (or, Board in the absence of Managers and a Chief Executive Officer, perform the President), be responsible for all duties incident to financial and accounting matters and for the office direction of the offices of Treasurer and Controller. The Chief Financial Officer and shall have such other powers and discharge perform such other duties as may be assigned to him or herprescribed by the chairman of the board, from time to time, by the Chief Executive Officer, the President or the Board of Managers Directors or the Memberas may be provided in these By-Laws.

Chief Financial Officer. The Chief Financial Officer shall, under the direction of the Member, Board of Managers and Chief Executive Officer, shall perform all such duties incident to the office of Chief Financial Officer and shall have such powers and discharge such duties as may from time to time be assigned to him or herby the Board of Directors, from time to time, by the Chief Executive Officer, Officer or the President. Unless otherwise designated by the Board of Managers or Directors, the MemberChief Financial Officer shall be the Treasurer of the corporation.

Chief Financial Officer. The Chief Financial Officer shall, under shall be the direction chief financial officer of the Member, Board of Managers Company and act in an executive financial capacity. He or she shall assist the Chief Executive OfficerOfficer in the general supervision of the Company’s financial policies and affairs; and, in general, he or she shall perform all the duties incident to the office of Chief Financial Officer and shall have such powers and discharge such other duties as from time to time may be assigned to him by the Lazard Board, the Chairman of the Board or her, from time to time, by the Chief Executive Officer, Board of Managers or the Member.

Chief Financial Officer. The Chief Financial Officer shall, under the direction shall have general and active management and control of the Memberfinancial affairs of the Company, Board including assisting in the preparation of Managers and Chief Executive Officerthe capital budget, perform all duties incident subject to the office control of Chief Financial Officer the CEO and shall have such powers and discharge such duties as may be assigned to him or her, from time to time, by the Chief Executive Officer, Board of Managers or the MemberBoard.

Chief Financial Officer. The Chief Financial Officer shall, under subject to the direction control of the Member, Board of Managers and the Chief Executive Officer, in general, supervise and control the financial operations of the Company. The Chief Financial Officer shall perform all duties and have all powers incident to the office of Chief Financial Officer and shall have perform such other duties and may exercise such other powers and discharge such duties as may be assigned to him delegated by the Chief Executive Officer or her, as may be prescribed by the Board from time to time, by the Chief Executive Officer, Board of Managers or the Member.

Chief Financial Officer. The Chief Financial Officer shall, under shall be the direction chief financial officer of the Member, Board of Managers Company and act in an executive financial capacity. He or she shall assist the Chief Executive OfficerOfficer in the general supervision of the Company’s financial policies and affairs; and, in general, he or she shall perform all the duties incident to the office of Chief Financial Officer and shall have such powers and discharge such other duties as from time to time may be assigned to him or her, from time to time, her by the Lazard Board or the Chief Executive Officer, Board of Managers or the Member.

Chief Financial Officer. The Chief Financial Officer of the Company shall, under the direction of the Member, Board of Managers and Chief Executive Officerthe President, perform be responsible for all duties incident to financial and accounting matters and for the office direction of the offices of Treasurer and Controller. The Chief Financial Officer and shall have such other powers and discharge perform such other duties as may be assigned to him or her, from time to time, prescribed by the Chief Executive Officer, President or the Board of Managers or the Memberas may be provided by this Agreement.

Chief Financial Officer. The Chief Financial Officer shall, under the direction of the Member, Board of Managers and Chief Executive Officer, shall perform all duties commonly incident to that office (including, without limitation, the office care and custody of Chief Financial Officer the funds and shall have such powers and discharge such duties as may be assigned to him or hersecurities of the Corporation, which from time to time, by time may come into the Chief Financial Officer’s hands and the deposit of the funds of the Corporation in such banks or trust companies as the Board, any Chief Executive Officer, Board of Managers Officer or the MemberPresident may authorize).

Chief Financial Officer. The Chief Financial Officer shall, under Subject to the direction of the Member, Board of Managers Directors and the Chief Executive Officer, perform the Chief Financial Officer will have and exercise all the powers and discharge the duties incident as usually pertain to the office of Chief Financial Officer and shall have such powers and discharge such duties as may be or that are assigned to him or her, from time to time, her by the Board of Directors or the Chief Executive Officer, Board of Managers or the Member.

Chief Financial Officer. The Chief Financial Officer of the Company shall, under subject to the direction and supervision of the Sole Member, Board of Managers and Chief Executive Officer, perform all duties incident to the office of Chief Financial Officer and shall have such powers and discharge such duties as from time to time may be assigned to him or her, from time to time, by the Chief Executive Officer, Board of Managers or the Sole Member.

Chief Financial Officer. The Chief Financial Officer shall, under the direction of the Member, Board of Managers and Chief Executive Officer, perform all duties incident to the office of Chief Financial Officer and shall have such powers and discharge shall perform such duties as may shall be assigned to him or her, from time to time, her by the Chief Executive Officer, Officer or the Board of Managers or the MemberDirectors.

Chief Financial Officer. The Chief Financial Officer shall have care of all funds and securities of the Fund, shall have supervision over the books of account of the Fund and shall, under subject to the direction of the Member, Board of Managers Directors, exercise the powers and Chief Executive Officer, perform all the duties incident to the office of Chief Financial Officer and shall have such powers and discharge such duties as may be assigned to him or her, from time to time, by the Chief Executive Officer, Board of Managers or the Member.

Chief Financial Officer. The Chief Financial Officer shall, under shall have the direction general powers and duties of the Member, Board of Managers and Chief Executive Officer, perform all duties incident to management usually vested in the office of Chief Financial Officer of a corporation and shall have such other powers and discharge such duties as may be assigned to him or her, from time to time, prescribed by the Chief Executive Officer, Board of Managers or the MemberPresident.

Chief Financial Officer. The Chief Financial Officer chief financial officer of the corporation, if one is appointed, shall, under the direction of the Memberchief executive officer (or, Board in the absence of Managers a chief executive officer, the president), be responsible for all financial and Chief Executive Officer, perform all duties incident to accounting matters and for the office direction of Chief Financial Officer the offices of treasurer and controller. The chief financial officer shall have such other powers and discharge perform such other duties as may be assigned to him or her, from time to time, prescribed by the Chief Executive Officerchairman of the board, Board the chief executive officer (or, in the absence of Managers a chief executive officer, the president) or the Memberboard of directors or as may be provided in these Amended and Restated Bylaws.

Chief Financial Officer. The Chief Financial Officer shall, under the direction of the Member, Board of Managers shall perform such duties and Chief Executive Officer, perform all duties incident to the office of Chief Financial Officer and shall have such authority and powers and discharge such duties as the Management Committee may be assigned to him or her, from time to time, by the Chief Executive Officer, Board of Managers or the Membertime prescribe.

Chief Financial Officer. The Chief Financial Officer shall perform all the powers and duties of the office of the chief financial officer and in general have overall supervision of the financial operations of the Corporation. The Chief Financial Officer shall, under when requested, counsel with and advise the direction other officers of the Member, Board of Managers Corporation and shall perform such other duties as he may agree with the Chief Executive Officer, perform all duties incident Officer or as the Board may from time to the office of time determine. The Chief Financial Officer and shall have such powers and discharge such duties as may be assigned report directly to him or her, from time to time, by the Chief Executive Officer, Board of Managers or the Member.

Chief Financial Officer. The Chief Financial Officer shall, under the direction shall exercise supervision over all of the Memberfinancial affairs of the Corporation, Board of Managers and Chief Executive Officer, shall perform all duties incident to the office of Chief Financial Officer and shall have such powers and discharge such other duties as may be assigned to him or her, from time to time, prescribed by the Chief Executive OfficerBoard, Board of Managers the Co-Chairmen or the MemberPresident and CEO and shall act under the supervision of the Co-Chairmen and the President and CEO.

Chief Financial Officer. The Chief Financial Officer shall, under shall be the direction principal financial officer of the Member, Board Corporation and shall have custody of Managers all funds and Chief Executive Officer, perform securities of the Corporation and shall sign all duties incident to the office of instruments and documents as require his or her signature. The Chief Financial Officer and shall have undertake such powers and discharge such other duties or responsibilities as may be assigned to him or her, from time to time, by the Chief Executive Officer, Board of Managers or the MemberDirectors may assign.

Chief Financial Officer. The Chief Financial Officer shall, under shall be the ----------------------- chief accounting officer of the Company and shall have general charge and supervision of the day to day financial operations of the Company (subject to the direction of the Member, Board of Managers and Chief Executive OfficerDirectors), and, in general, shall perform all such other duties as are incident to the office of Chief Financial Officer a chief financial officer of a corporation, including those duties customarily performed by persons occupying such office, and shall have perform such powers and discharge such other duties as may be assigned to him or heras, from time to time, may be assigned to him by the Chief Executive Officer, Board of Managers Directors or the MemberAudit Committee.

Chief Financial Officer. The Chief Financial Officer shallshall have charge and custody of, under the direction and be responsible for, all funds, securities and books of the MemberCompany; and, Board of Managers and Chief Executive Officerin general, perform all duties incident to the office of Chief Financial Officer and shall have such powers and discharge such duties as from time to time may be assigned to him or her, from time to time, her by the Managers and the Chief Executive Officer, Board of Managers or the Member.

Chief Financial Officer. The Chief Financial Officer shall, under shall be ------------------------- the chief accounting officer of the Company and shall have general charge and supervision of the day to day financial operations of the Company (subject to the direction of the Member, Board of Managers and Chief Executive OfficerDirectors), and, in general, shall perform all such other duties as are incident to the office of Chief Financial Officer a chief financial officer of a corporation, including those duties customarily performed by persons occupying such office, and shall have perform such powers and discharge such other duties as may be assigned to him or heras, from time to time, may be assigned to him by the Chief Executive Officer, Board of Managers Directors or the MemberAudit Committee.

Chief Financial Officer. The Chief Financial Officer shallOfficer, under the supervision and direction of the Member, Board of Managers and Chief Executive Officer, perform all duties incident to the office of Chief Financial Officer and shall have such powers and discharge such duties as may be assigned to him or her, from time to time, by the Chief Executive Officer, Board shall have the authority and duty to exercise active and general supervision and management of Managers or the Memberfinancial affairs of the Corporation and its subsidiaries. Without limiting the foregoing, the Chief Financial Officer shall have all power and authority necessary to fulfill the Chief Financial Officer's duties under the Xxxxxxxx-Xxxxx Act of 2002.

Chief Financial Officer. The Chief Financial Officer shall exercise all the powers and perform the duties of the office of the chief financial officer and in general have overall supervision of the financial operations of the Company. The Chief Financial Officer shall, under when requested, counsel with and advise the direction other officers of the Member, Board of Managers Company and shall perform such other duties as such officer may agree with the Chief Executive Officer, perform all duties incident to Officer or as the office of Chief Financial Officer and shall have such powers and discharge such duties as Members may be assigned to him or her, from time to time, by the Chief Executive Officer, Board of Managers or the Membertime determine.

Chief Financial Officer. The Chief Financial Officer shallchief financial officer, under if any, shall be subject to the direction and control of the Memberboard of directors and the chief executive officer, Board shall have primary responsibility for the financial affairs of Managers and Chief Executive Officer, perform all duties incident to the office of Chief Financial Officer corporation and shall have perform such powers and discharge such other duties as the chief executive officer may be assigned to him or her, from time to time, by the Chief Executive Officer, Board of Managers or the Memberassign.

Chief Financial Officer. The Chief Financial Officer shall, under the direction of the Member, Board of Managers and Chief Executive Officer, shall perform all duties incident to the office of Chief Financial Officer and shall have such powers and discharge such duties as are customary for a chief financial officer to perform, including the powers to sign and execute any document, deed, paper, mortgage, bond, stock certificate, contract or other instrument or obligation in the name and on behalf of the Corporation, except in cases where the execution thereof shall be expressly delegated by the Board or by these By-Laws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed, and shall perform such other duties as from time to time may be assigned to him or herher by the Board of Directors, from time to time, by the Chief Executive Officer, Board of Managers Officer or the MemberPresident.

Chief Financial Officer. The Chief Financial Officer shall, under shall have the direction charge of the Member, Board funds and the financial condition of Managers and Chief Executive Officer, perform all duties incident to the office of Chief Financial Officer Company and shall have such other powers and discharge such duties as may be assigned usually pertain to him such office or her, from time to time, by as the Board of Managers shall prescribe or as the Chief Executive Officer, Board of Managers or the MemberOfficer shall delegate.

Chief Financial Officer. The Chief Financial Officer shall perform all the powers and duties of the office of the chief financial officer and in general have overall supervision of the financial operations of the Company. The Chief Financial Officer shall, under when requested, counsel with and advise the direction other Officers of the Member, Board of Managers and Chief Executive Officer, perform all duties incident to the office of Chief Financial Officer Company and shall perform such other duties and have such other powers and discharge such duties as the Member or the President may be assigned to him or her, from time to time, by the Chief Executive Officer, Board of Managers or the Membertime prescribe.

Chief Financial Officer. The Chief Financial Officer shall, under the shall exercise direction and control of the Memberfinancial affairs of the Corporation, Board including the preparation of Managers the Corporation's financial statements. The Chief Financial Officer shall have the general powers and Chief Executive Officer, perform all duties incident to usually vested in the office of Chief Financial Officer the chief financial officer of a corporation and shall have such other powers and discharge such duties as may be assigned to him or her, from time to time, by the Chief Executive Officer, Board of Managers or the MemberBoard.

Chief Financial Officer. The Chief Financial Officer, if any, shall be a Vice President and the senior financial officer and act in an executive financial capacity. The Chief Financial Officer shall, under shall assist the direction CEO in the general supervision of the Member, Board of Managers Corporation's financial policies and Chief Executive Officer, perform all duties incident to the office of Chief Financial Officer affairs and shall have such powers and discharge duties as are incident to such duties office or as may be delegated or assigned to him or her, from time to time, time by the Chief Executive Officer, CEO or by the Board of Managers or the MemberDirectors.

Chief Financial Officer. The Chief Financial Officer shallchief financial officer shall have general supervision, under the direction and control of the Member, Board financial affairs of Managers and Chief Executive Officer, perform all duties incident to the office of Chief Financial Officer corporation and shall have such other powers and discharge such duties as may be assigned to him or her, from time to time, prescribed by the Chief Executive Officer, Board of Managers Directors or these bylaws. In the Memberabsence of a named treasurer, the chief financial officer shall also have the powers and duties of the treasurer as hereinafter set forth and shall be authorized and empowered to sign as treasurer in any case where such officer’s signature is required.

Chief Financial Officer. The Chief Financial Officer shall, under shall be the direction chief financial officer of the Member, Board of Managers Company and act in an executive financial capacity. He or she shall assist the Chief Executive OfficerOfficer in the general supervision of the Company’s financial policies and affairs; and, in general, he or she shall perform all the duties incident to the office of Chief Financial Officer and shall have such powers and discharge such other duties as from time to time may be assigned to him by the Lazard Board or her, from time to time, by the Chief Executive Officer, Board of Managers or the Member.

Chief Financial Officer. The Chief Financial Officer shall, under shall be charged with the direction management of the Memberfinancial affairs of the Corporation, Board of Managers and Chief Executive Officer, perform all duties incident shall have the power to recommend action concerning the Corporation's affairs to the office of Chief Financial Officer President, and shall perform such other duties and have such other powers and discharge such duties as may be assigned to him or her, from time to time, time be delegated to him by the Chief Executive Officer, President or the Board of Managers or the MemberDirectors.

Chief Financial Officer. The Chief Financial Officer shall, under the direction of the Member, Board of Managers and Chief Executive Officer, if any, shall perform all duties commonly incident to that office (including, without limitation, in respect of the office care and custody of Chief Financial Officer the funds and shall have securities of the Corporation, including the deposit of the funds of the Corporation in such powers and discharge such duties banks or trust companies as may be assigned to him or herthe Board, from time to time, by the Chief Executive Officer, Board of Managers Officer or the MemberPresident may authorize).

Chief Financial Officer. The Chief Financial Officer shallshall perform such duties and possess such powers as the Board may from time to time prescribe. In addition, under the direction of the Member, Board of Managers Chief Financial Officer shall perform such duties and Chief Executive Officer, perform all duties possess such powers as are customarily incident to the office of Chief Financial Officer and shall have such powers and discharge such duties chief financial officer in a corporation organized under the DGCL, including to render as may be assigned to him or her, from time to time, required by the Chief Executive Officer, Board or otherwise pursuant to the provisions of Managers or this Agreement statements of financial transactions and of the Memberfinancial condition of the Company.

Chief Financial Officer. The Chief Financial Officer shall, under the direction of the Member, Board of Managers and Chief Executive Officer, shall perform all duties commonly incident to that office (including, without limitation, the office care and custody of Chief Financial Officer the funds and shall have such powers and discharge such duties as may be assigned to him or hersecurities of the Corporation, which from time to timetime may come into the Chief Financial Officer’s hands and the deposit of the funds of the Corporation in such banks or trust companies as the Board of Directors, by the Chief Executive Officer, Board of Managers Officer or the MemberPresident may authorize).

Chief Financial Officer. The Unless the Board of Managers otherwise specifies, the Chief Financial Officer shall, under the direction of the MemberCompany shall be in charge of its funds and valuable papers, Board its books of Managers account and Chief Executive Officeraccounting records, perform all duties incident to the office and of Chief Financial Officer its accounting procedures and shall have such other duties and powers and discharge such duties as may be assigned to him or her, designated from time to time, time by the Chief Executive Officer, Officer or the Board of Managers or the MemberManagers.

Chief Financial Officer. The Chief Financial Officer shall, under the direction of the Member, Board of Managers and Chief Executive Officer, shall perform all duties incident to the office of the Chief Financial Officer and shall have such powers and discharge such other duties as may from time to time be assigned to him or her, from time to time, the Chief Financial Officer by the Chief Executive Officer, Management Board of Managers or the MemberPresident.

Chief Financial Officer. The Chief Financial Officer shall have responsibility for the custody and control of all the funds and securities of the Company, and he shall have such other powers and duties as may be prescribed from time to time by the Board. He shall perform all acts incident to the position of Chief Financial Officer, subject to the control of the Chief Executive Officer and the Board; the Chief Financial Officer shall, under the direction of the Member, Board of Managers and Chief Executive Officer, perform all duties incident to the office of Chief Financial Officer and shall have such powers and discharge such duties as may be assigned to him or her, from time to time, if required by the Chief Executive OfficerBoard, give such bond for the faithful discharge of his duties in such form as the Board of Managers or the Membermay require.

Chief Financial Officer. The Chief Financial Officer shall, under the direction will be an employee of the Member, Board Company and the Company will be responsible for all aspects of Managers and Chief Executive Officer, perform all duties incident to the office employment of the Chief Financial Officer with the Company, including recruitment, training, staffing levels, compensation and shall have benefits, supervision, discipline and discharge, and such powers other terms and discharge such duties as may be assigned to him or her, from time to time, by the Chief Executive Officer, Board conditions of Managers or the Memberemployment.

Chief Financial Officer. The Chief Financial Officer shall, under shall be the direction financial officer of the MemberCorporation; shall have charge and custody of, Board and be responsible for, all funds of Managers the Corporation, and Chief Executive Officerdeposit all such funds in the name of the Corporation in such banks, trust companies or other depositories as shall be selected by the Board; shall receive, and give receipts for, monies due and payable to the Corporation from any source whatsoever; and, in general, shall perform all the duties incident to the office of Chief Financial Officer Treasurer and shall have such powers and discharge such other duties as may be assigned to him this Code of By-Laws provides or heras may, from time to time, be assigned by the Chief Executive Officer, Board of Managers or the MemberBoard.

Chief Financial Officer. The Chief Financial Officer shall, under shall be the direction principal financial officer of the Member, Board of Managers and Chief Executive Officer, perform all duties incident to the office of Chief Financial Officer Corporation and shall have such powers and discharge perform such duties as may be assigned to him or her, from time to time, by the Chief Executive OfficerChairman of the Board, Board of Managers the President, the executive committee, if any, or the MemberBoard. Without limiting the generality of the foregoing, the Chief Financial Officer may sign and execute contracts and other obligations pertaining to the regular course of his or her duties which implement policies established by the Board.

Chief Financial Officer. The Chief Financial Officer shall, under shall have the direction charge of the Member, Board funds and the financial condition of Managers and Chief Executive Officer, perform all duties incident to the office of Chief Financial Officer Company and shall have such other powers and discharge such duties as may be assigned usually pertain to him such office or her, from time to time, by as the Chief Executive Officer, Board of Managers or the MemberOperating Committee shall prescribe or as the Chief Executive Officer shall delegate.

Chief Financial Officer. The Chief Financial Officer shall, under shall perform such duties as are customary for such office subject to the direction of the Member, Board of Managers and Chief Executive Officer, perform all duties incident to the office of Chief Financial Officer and shall have such powers and discharge such duties as may be assigned to him or her, from time to time, by the Chief Executive Officer, Board of Managers or the Member.

Chief Financial Officer. The Chief Financial Officer shall, under the direction of the Member, Board of Managers and Chief Executive Officer, shall perform all duties incident incidental to the such person’s office of Chief Financial Officer that may be required by law and shall have all such powers and discharge such other duties as may be assigned to are properly required of him or her, from time to time, her by the Chief Executive Officer, Board of Managers or the MemberManagers.

Chief Financial Officer. The Chief Financial Officer shall, under the shall exercise direction and control of the Memberfinancial affairs of the Corporation, Board including the preparation of Managers the Corporation’s financial statements. The Chief Financial Officer shall have the general powers and Chief Executive Officer, perform all duties incident to usually vested in the office of Chief Financial Officer the chief financial officer of a corporation and shall have such other powers and discharge such duties as may be assigned to him or her, from time to time, by the Chief Executive Officer, Board of Managers Officer or the MemberBoard.

Chief Financial Officer. The Managers may appoint or designate a Chief Financial Officer Officer, who shall, under subject to the direction authority and duties of the Member, Board of Managers President and Chief Executive Officer, perform all duties incident to assist the office President and Chief Executive Officer in overseeing the day-to-day operations of Chief Financial Officer the Company and such other duties, with such power and authority, as shall have such powers and discharge such duties as may be assigned to him or her, determined by the Managers from time to time, by the Chief Executive Officer, Board of Managers or the Member.

Chief Financial Officer. The Chief Financial Officer shall, under the direction of the Member, Board of Managers and Chief Executive Officer, shall perform all duties commonly incident to that office (including, without limitation, the office care and custody of Chief Financial Officer the funds and shall have such powers and discharge such duties as may be assigned to him or hersecurities of the Corporation, which from time to timetime may come into the Chief Financial Officer’s hands and the deposit of the funds of the Corporation in such banks or bust companies as the Board, by the Chief Executive Officer, Board of Managers Officer or the MemberPresident may authorize).

Chief Financial Officer. The Chief Financial Officer shallIf a chief financial officer is appointed, under the such chief financial officer shall exercise direction and control of the Memberfinancial affairs of the corporation, Board including the preparation of Managers the Corporation’s financial statements. The chief financial officer shall have the general powers and Chief Executive Officer, perform all duties incident to usually vested in the office of Chief Financial Officer the chief financial officer of a corporation and shall have such other powers and discharge such duties as may be assigned to him or her, from time to time, by the Chief Executive Officer, Board of Managers or the MemberDirectors.

Chief Financial Officer. The Chief Financial Officer chief financial officer of the corporation, if one is elected, shall, under the direction of the Memberchief executive officer, Board be responsible for all financial and accounting matters and for the direction of Managers the offices of treasurer and Chief Executive Officer, perform all duties incident to the office of Chief Financial Officer and controller. The chief financial officer shall have such other powers and discharge perform such other duties as may be assigned to him or her, from time to time, prescribed by the Chief Executive Officerchairman of the board, Board of Managers the chief executive officer or the Memberboard of directors or as may be provided in these by-laws.

Chief Financial Officer. The Chief Financial Officer shall exercise all the powers and perform the duties of the office of the chief financial officer and in general have overall supervision of the financial operations of the Corporation. The Chief Financial Officer shall, under when requested, counsel with and advise the direction other officers of the MemberCorporation and shall perform such other duties as the Chairman of the Board of Directors, Board of Managers and Directors or the Chief Executive Officer, perform all duties incident to the office of Chief Financial Officer and shall have such powers and discharge such duties as may be assigned to him or her, from time to time, by the Chief Executive Officer, Board of Managers or the Membertime determine.

Chief Financial Officer. The Unless the Board of Managers otherwise specifies, the Chief Financial Officer of the Company shall be in charge of its funds and valuable papers, and shall have such other duties and powers, including as provided in Section 8.4 or as may be designated from time to time by the Chief Executive Officer or the Board of Managers. If no Chief Accounting Officer is elected, the Chief Financial Officer shall, under unless the direction of the Member, Board of Managers otherwise specifies, also have the duties and Chief Executive Officer, perform all duties incident to the office powers of Chief Financial Officer and shall have such powers and discharge such duties as may be assigned to him or her, from time to time, by the Chief Executive Accounting Officer, Board of Managers or the Member.

Chief Financial Officer. The Chief Financial Officer shall, under shall be the principal financial and accounting officer of the Company. He shall have general direction of ad supervision over the Member, financial and accounting affairs of the Company. He shall render to the Chief Executive Officer and the Board of Managers and Chief Executive OfficerDirectors, perform all duties incident to at regular meetings of the office Board, or whenever they may require it, an account of Chief Financial Officer and the financial condition of the Company. He shall have such other powers and discharge perform such other duties as may be assigned to him or her, prescribed from time to timetime by the Board of Directors, by the Chief Executive Officer, Board of Managers Officer or the MemberPresident.

Chief Financial Officer. The chief financial officer of the Company (the “Chief Financial Officer shall, under Officer”) shall perform such duties and shall have such powers as may from time to time be assigned by the direction of Board or the Member, Board of Managers and Chief Executive Officer, and shall perform all such duties and have such powers and responsibilities as are incident to the office of Chief Financial Officer. In addition, the Chief Financial Officer and shall have such powers and discharge such duties as may be assigned to him or herhave, from time to time, by along with the Chief Executive Officer, Board responsibility for the day-to-day business operations of Managers or the MemberCompany.

Chief Financial Officer. The Chief Financial Officer shall, under the direction of the Member, Board of Managers and Chief Executive Officer, perform all duties incident to the office of Chief Financial Officer and shall have such powers and discharge such duties as may be assigned to him or herher by the Board of Directors, from time to time, by or the Chief Executive Officer, Board of Managers or as well as the Memberspecific powers assigned by this Agreement.

Chief Financial Officer. The Chief Financial Officer shall, under shall have responsibility for the direction financial affairs of the Member, Corporation and shall exercise supervisory responsibility for the performance of the duties of the Treasurer and the Controller. The Chief Financial Officer shall perform such other duties and have such other powers as may be prescribed by the Board of Managers Directors or these Amended and Restated Bylaws, all in accordance with basic policies as established by and subject to the oversight of the Board of the Directors, the Chairman and Chief Executive Officer, perform all duties incident to the office of Chief Financial Officer and shall have such powers the President and discharge such duties as may be assigned to him or her, from time to time, by the Chief Executive Operating Officer, Board of Managers or the Member.

Chief Financial Officer. The Chief Financial Officer shall perform all the powers and duties of the office of the chief financial officer and in general have overall supervision of the financial operations of the Company. The Chief Financial Officer shall, under when requested, counsel with and advise the direction other Officers of the Member, Board of Managers and Chief Executive Officer, perform all duties incident to the office of Chief Financial Officer Company and shall perform such other duties and have such other powers and discharge such duties as may be assigned to him or her, from time to time, by the Chief Executive Officer, Board of Managers or the MemberPresident may from time to time prescribe.

Chief Financial Officer. The Unless the Board of Managers otherwise specifies, the Chief Financial Officer shall, under the direction of the MemberCompany shall be in charge of its funds and valuable papers, Board its books of Managers account and Chief Executive Officeraccountig records, perform all duties incident to the office and of Chief Financial Officer its accounting procedures and shall have such other duties and powers and discharge such duties as may be assigned to him or her, designated from time to time, time by the Chief Executive Officer, Officer or the Board of Managers or the MemberManagers.

Chief Financial Officer. The Chief Financial Officer shall, under chief financial officer shall be the direction principal financial officer of the Member, Board Company and in the event of Managers and Chief Executive Officer, perform all duties incident to the Treasurer’s absence or disability or of a vacancy in the office of Chief Financial Officer Treasurer shall have the power and shall perform the duties of the Treasurer and have such powers and discharge perform such duties as the Member may be assigned to him or her, from time to time, by the Chief Executive Officer, Board of Managers or the Membertime prescribe.

Chief Financial Officer. The Chief Financial Officer shall, under the direction of the Member, Board of Managers and Chief Executive Officer, shall perform all duties commonly incident to that office (including, without limitation, the office care and custody of Chief Financial Officer the funds and shall have such powers and discharge such duties as may be assigned to him or hersecurities of the Corporation, which from time to time, by time may come into the Chief Financial Officer’s hands and the deposit of the funds of the Corporation in such banks or trust companies as the Board, Chief Executive Officer, Board of Managers Officer or the MemberPresident may authorize).

Chief Financial Officer. The Chief Financial Officer shall, under shall be the direction principal financial officer of the MemberCompany and shall be responsible for the financial affairs of the Company. In the absence of the President or in the event of the President’s inability to act, Board of Managers and Chief Executive Officer, perform all duties incident to the office of Chief Financial Officer shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Chief Financial Officer shall perform such other duties and have such other powers and discharge such duties as the Managers may be assigned to him or her, from time to time, by the Chief Executive Officer, Board of Managers or the Membertime prescribe.

Chief Financial Officer. The Chief Financial Officer shallOfficer, under if one is appointed, shall oversee the direction Company’s financial affairs (including preparation of the Member, Board of Managers Company’s financial statements and Chief Executive Officer, reports) and perform all such other duties incident to the office of Chief Financial Officer and shall have possess such powers and discharge such duties as may be assigned to him or her, from time to time, time by the Chief Executive Officer, Officer or the Board of Managers or the MemberManagers.

Chief Financial Officer. The Chief Financial Officer shall, under shall be the direction of the Member, Board of Managers chief financial and Chief Executive Officer, perform all duties incident to the office of Chief Financial Officer accounting officer and shall have such powers and discharge perform such duties as may be assigned to him or her, from time to time, time directed by the Chief Executive Officer, Board of Managers or the MemberDirectors.

Chief Financial Officer. The Chief Financial Officer, if any, shall exercise all the powers and perform the duties of the office of the chief financial officer and in general have overall supervision of the financial operations of the corporation. The Chief Financial Officer shall, under when requested, counsel with and advise the direction other officers of the Member, corporation and shall perform such other duties as such officer may agree with the Chief Executive Officer or as the Board of Managers and Chief Executive Officer, perform all duties incident to the office of Chief Financial Officer and shall have such powers and discharge such duties as Directors may be assigned to him or her, from time to time, by the Chief Executive Officer, Board of Managers or the Membertime determine.

Chief Financial Officer. The Chief Financial Officer shall exercise all the powers and perform the duties of the office of the chief financial officer and in general have overall supervision of the financial operations of the Corporation. The Chief Financial Officer shall have the power to affix the signature of the Corporation to all contracts that have been authorized by the Board of Directors or the Chief Executive Officer. The Chief Financial Officer shall, under when requested, counsel with and advise the direction other officers of the Member, Corporation and shall perform such other duties as such officer may agree with the Chief Executive Officer or as the Board of Managers and Chief Executive Officer, perform all duties incident to the office of Chief Financial Officer and shall have such powers and discharge such duties as Directors may be assigned to him or her, from time to time, by the Chief Executive Officer, Board of Managers or the Membertime determine.

Chief Financial Officer. The Chief Financial Officer shall, under the direction of the Member, Board of Managers and Chief Executive Officer, perform all duties incident to the office of Chief Financial Officer and chief financial officer shall have such powers and discharge perform such duties as may be assigned to him or her, from time to time, time be prescribed by the Chief Executive Officer, Board of Managers or the MemberManagement Committee.

Chief Financial Officer. (a) The Chief Financial Officer shall, under will have the direction responsibility for oversight of the Member, Company's financial reporting and for such other duties appropriate to such office and not inconsistent therewith as may be delegated to him by the Board of Managers and Directors or the Chief Executive Officer, perform all duties incident to Officer of the office of Company. The Chief Financial Officer and shall have such powers and discharge such duties as may be assigned to him or her, from dedicated full-time to time, the operations of the Company. (b) Any vacancy in the Chief Financial Officer position shall be filled by the Chief Executive Officer, Board Required Majority of Managers or the MemberBoard.

Chief Financial Officer. The Chief Financial Officer shall, under shall be the direction principal financial officer of the MemberCompany and shall be responsible for the financial affairs of the Company. In the absence of the President and Chief Executive Officer or in the event of the President and Chief Executive Officer’s inability to act, Board the Chief Financial Officer shall perform the duties of Managers the President and Chief Executive Officer, perform and when so acting, shall have all duties incident the powers of and be subject to all the office of restrictions upon the President and Chief Executive Officer. The Chief Financial Officer shall perform such other duties and shall have such other powers and discharge such duties as the Managers may be assigned to him or her, from time to time, by the Chief Executive Officer, Board of Managers or the Membertime prescribe.

Chief Financial Officer. The Chief Financial Officer shall, under the direction of the Member, Board of Managers and Chief Executive Officer, perform all duties incident to the office of Chief Financial Officer and if one is elected, shall have such powers and discharge shall perform such duties as the Board of Directors may be assigned to him or her, from time to time, by the Chief Executive Officer, Board of Managers or the Membertime designate.

Chief Financial Officer. The Chief Financial Officer shall, under shall be the direction principal financial officer of the Member, Board of Managers and Chief Executive Officer, perform all duties incident to the office of Chief Financial Officer Company and shall have such powers and discharge perform such duties as this Agreement, the Members or the Management Committee may be assigned to him or her, from time to time, by the Chief Executive Officer, Board of Managers or the Membertime prescribe.

Chief Financial Officer. The Chief Financial Officer shall, under shall be the direction chief financial officer of the Member, Board of Managers and Chief Executive Officer, perform all duties incident to the office of Chief Financial Officer Company and shall have such powers functions, authority and discharge such duties as may be assigned to him or her, from time to time, time may be prescribed by the Chief Executive Officer, Board of Managers or the Sole Member.

Chief Financial Officer. The Chief Financial Officer of the Company shall, under subject to the direction and supervision of the Sole Member, Board of Managers and Chief Executive Officer, perform all duties incident to the office of Chief Financial Officer and shall have such powers and discharge such duties as from time to time may be assigned to him or her, from time to time, by the Chief Executive Officer, Board of Managers or the Sole Member.,

Chief Financial Officer. The Chief Financial Officer shall, under subject to the direction of the Member, Board of Managers Managers, have general charge and Chief Executive Officersupervision of the financial functions of the Company, perform all duties incident to including, without limitation, oversight of the office implementation and maintenance of the Company’s internal financial systems and controls and preparation of the Company’s financial statements. In addition, the Chief Financial Officer shall perform such other duties and shall have such other powers and discharge such duties as may be assigned to him or her, the Board of Managers shall from time to time, by the Chief Executive Officer, Board of Managers or the Membertime prescribe.

Chief Financial Officer. The Chief Financial Officer shall, under shall be responsible for financial accounting and reporting for the direction of the Member, Board of Managers Corporation and Chief Executive Officer, perform all duties incident to the office of Chief Financial Officer and shall have such powers and discharge such other duties as may be assigned to him or her, from time to time, by the Chief Executive Officer, Officer or the Board of Managers or the MemberDirectors.

Chief Financial Officer. The Chief Financial Officer shallOfficer, under if any, shall perform such duties and have such powers as the direction of the Member, Board of Managers and Chief Executive Officer, perform all duties incident to the office of Chief Financial Officer and shall have such powers and discharge such duties as may be assigned to him or her, from time to time, by the Chief Executive Officer, Board of Managers or the Membertime prescribe.

Chief Financial Officer. The Chief Financial Officer shallshall oversee the financial affairs of the Corporation, under subject to the direction and control of the Board of Managers or, at the direction of the Member, Board of Managers Managers, the Chairman and Chief Executive Officer or the President. The Chief Financial Officer shall perform such duties as from time to time may be assigned to him by the Chairman and Chief Executive Officer, perform all duties incident to the office of Chief Financial Officer and shall have such powers and discharge such duties as may be assigned to him President or her, from time to time, by the Chief Executive Officer, Board of Managers or the MemberManagers.

Chief Financial Officer. The Chief Financial Officer shall, under shall have responsibility for the direction financial affairs of the MemberCorporation and shall exercise supervisory responsibility for the performance of the duties of the Treasurer and the Controller. The Chief Financial Officer shall perform such other duties and have such other powers as may be prescribed by the Board or these By-laws, all in accordance with basic policies as established by and subject to the oversight of the Board, the Chairman of the Board of Managers and the President and Chief Executive Officer, perform all duties incident to the office of Chief Financial Officer and shall have such powers and discharge such duties as may be assigned to him or her, from time to time, by the Chief Executive Officer, Board of Managers or the Member.

Chief Financial Officer. The Chief Financial Officer shall, under (the direction “Chief Financial Officer”) of the Member, Board Corporation shall have responsibility for the financial affairs of Managers and Chief Executive Officer, perform all duties incident to the office of Corporation. The Chief Financial Officer shall perform such other duties and shall have such other powers and discharge such duties as may be assigned prescribed by the Board or these By-laws, all in accordance with basic policies as established by and subject to him or herthe oversight of the Board, from time to timethe Chairman, by the Chief Executive Officer, Board of Managers or Officer and the MemberPresident.

Chief Financial Officer. The Chief Financial Officer shall, under shall in general have all the direction of the Member, Board of Managers and Chief Executive Officer, perform all duties incident to the office of Chief Financial Officer and shall have such powers and discharge such other duties as may be assigned to him or her, from time to time, by the Chief Executive Officer, Board of Managers Directors or the MemberPresident.

Chief Financial Officer. The Chief Financial Officer shall, under the direction shall have charge of the Memberfinances and credit arrangements of the Company, Board of Managers and Chief Executive Officerand, in general, perform all duties incident to the office of Chief Financial Officer and shall have such powers and discharge such duties as may be assigned to him or herher by, from time to timeand shall report to, by the Chief Executive Officer, Board of Managers or the MemberPresident.

Chief Financial Officer. The Chief Financial Officer shall, under the direction of the Member, Board of Managers and Chief Executive Officer, shall perform all such duties incident to the office of Chief Financial Officer and shall have such powers and discharge such duties as may from time to time be assigned to him or herthe Chief Financial Officer by the Board, from time to time, by the Chief Executive Officer, Board of Managers Officer or the MemberPresident. Unless otherwise designated by the Board, the Chief Financial Officer shall be the Treasurer of the Corporation.

Chief Financial Officer. The Chief Financial Officer shall, under the direction of the Member, Board of Managers and Chief Executive Officer, perform all duties incident to the office of Chief Financial Officer and shall have such powers and discharge perform such duties as from time to time may be assigned to him or her, from time to time, her by the Board or by the Chief Executive Officer, Board of Managers or the Member.

Chief Financial Officer. The Chief Financial Officer, if any, shall have general and active management and control of the business and affairs of the Corporation, subject to the control of the Board, and shall see that all orders and resolutions of the Board are carried into effect. The Chief Financial Officer shall, under the direction of the Member, Board of Managers and Chief Executive Officer, shall perform all duties incident to the office of Chief Financial Officer and shall have all such powers and discharge such other duties as may from time to time be assigned to him or her, from time to time, the Chief Financial Officer by the Chief Executive Officer, Board of Managers or the Memberthese Bylaws.

Chief Financial Officer. The Chief Financial Officer shall, under the direction of the Member, Board of Managers and Chief Executive Officer, perform all duties incident to the office of Chief Financial Officer and shall have such powers the duties and discharge such duties responsibilities, and exercise all functions, as the Board may be assigned to him or her, from time to time, by the Chief Executive Officer, Board of Managers or the Memberdetermine.

Chief Financial Officer. The Chief Financial Officer, should one be appointed, subject to the control of the Board of Managers and the Chief Executive Officer, shall have general supervision of the business, affairs and properties of the Company and shall see that all orders and resolutions of the Board of Managers are carried into effect. The Chief Financial Officer shallshall possess the power to sign all contracts, under the direction certificates and other instruments of the Member, Company which may be authorized by the Board of Managers and Chief Executive Officer, perform all duties incident to the office of Managers. The Chief Financial Officer shall also perform such other duties and shall have may exercise such other powers and discharge such duties as from time to time may be assigned to him or her, from time to time, by the Board of Managers and the Chief Executive Officer, Board of Managers or the Member.

Chief Financial Officer. The Chief Financial Officer shall, under the direction shall have responsibility for development and administration of the MemberCorporation’s financial plans and all financial arrangements, Board of Managers its cash deposits and short term investments, its accounting policies and its federal and state tax returns. The Chief Executive Officer, Financial Officer shall also be responsible for the Corporation’s internal control procedures. The Chief Financial Officer shall perform all the duties incident to the office of Chief Financial Officer chief financial officer of a corporation, those duties assigned to him by other provisions of these By-laws and shall have such powers and discharge such other duties as may be assigned to him by the board of directors or her, from time to time, by the Chief Executive Officer, Board of Managers or the Memberas may be provided by law.

Chief Financial Officer. The Chief Financial Officer shall, under shall have general supervision over the direction funds of the MemberCompany and the investment or deposit thereof, shall advise the Board of Managers and Chief Executive Officerthe President regarding the financial condition of the Company, and perform all duties incident to the office of Chief Financial Officer and shall have such powers and discharge such other duties as may be assigned to him or her, from time to time, by the Chief Executive Officer, President or the Board of Managers or the MemberManagers.

Chief Financial Officer. The Chief Financial Officer shall, under the direction of the Member, Board of Managers and Chief Executive Officer, shall perform all duties incident to the office of Chief Financial Officer and shall have such powers and discharge such duties as from time to time may be assigned to him or her, from time to time, her by the Chief Executive Officer, Board of Managers President or the MemberBoard. Unless otherwise designated by the Board, the Chief Financial Officer shall also have the responsibilities of the Treasurer.