Common use of Committees of the Board of Managers Clause in Contracts

Committees of the Board of Managers. The Board of Managers may, by resolution passed by a vote of the entire Board of Managers, designate one or more committees, each committee to consist of one or more of the Managers of the Company. The Board of Managers may designate one or more Managers as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board of Managers to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Managers passed as aforesaid, shall have and may exercise all the powers and authority of the Board of Managers in the management of the business and affairs of the Company, and may authorize the seal of the Company to be impressed on all papers that may require it, to the extent permitted by the Act, the Certificate of Formation and this Agreement. Unless otherwise specified in the resolution of the Board of Managers designating a committee, at all meetings of such committee a majority of the total number of members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board of Managers otherwise provides, each committee designated by the Board of Managers may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Managers conducts its business pursuant to Section 8 of this Agreement.

Committees of the Board of Managers. The Board of Managers may, by resolution passed by a vote of the entire Board of Managers, designate one or more committees, each committee to consist of one or more of the Managers of the Company. The Board of Managers may designate one or more Managers as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board of Managers to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Managers passed as aforesaid, shall have and may exercise all the powers and authority of the Board of Managers in the management of the business and affairs of the Company, and may authorize the seal of the Company to be impressed on all papers that may require it, to the extent permitted by the Act, the Certificate of Formation and this Agreement. Unless otherwise specified in the resolution of the Board of Managers designating a committee, at all meetings of such committee a majority of the total number of members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board of Managers otherwise provides, each committee designated by the Board of Managers may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Managers conducts its business pursuant to Section 8 7 of this Agreement.

Committees of the Board of Managers. The Board of Managers may, by resolution passed by a vote of the entire Board of Managers, designate one or more committees, each committee to consist of one or more of the Managers of the Company. The Board of Managers may designate one or more Managers as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committeecommit­tee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board of Managers to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Managers passed as aforesaid, shall have and may exercise all the powers and authority of the Board of Managers in the management of the business and affairs of the Company, and may authorize the seal of the Company to be impressed on all papers that may require it, to the extent permitted by the Act, the Certificate of Formation and this Agreement. Unless otherwise specified in the resolution of the Board of Managers designating a committee, at all meetings of such committee a majority of the total number of members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board of Managers otherwise provides, each committee designated by the Board of Managers may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Managers conducts its business pursuant to Section 8 of this Agreement.

Committees of the Board of Managers. The Board of Managers may, by resolution passed by a vote of the entire Board of Managers, designate one or more committees, each committee to consist of one or more of the Managers of the Company. The Board of Managers may designate one or more Managers as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committeecommit­tee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board of Managers to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Managers passed as aforesaid, shall have and may exercise all the powers and authority of the Board of Managers in the management of the business and affairs of the Company, and may authorize the seal of the Company to be impressed on all papers that may require it, to the extent permitted by the Act, the Certificate of Formation and this Agreement. Unless otherwise specified in the resolution of the Board of Managers designating a committee, at all meetings of such committee a majority of the total number of members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board of Managers otherwise provides, each committee designated by the Board of Managers may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Managers conducts its business pursuant to Section 8 7 of this Agreement.

Committees of the Board of Managers. The Board of Managers may, by resolution passed by a vote of the entire Board of Managers, designate one or more committees, each committee to consist of one or more of the Managers of the Company. The Board of Managers may designate designate, by resolution, one or more Managers as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board of Managers to act at the meeting in the place of any such absent or disqualified membercommittees. Any such committee, to the extent provided in the resolution of the Board of Managers passed as aforesaidManagers, shall have and may exercise all the powers and authority of the Board of Managers in the management of the business and affairs of the Company, and may authorize the seal of the Company to be impressed on affixed to all papers that which may require it, to . Each committee shall consist of one or more of the extent permitted Managers. Each member of a committee shall be appointed by the Act, the Certificate of Formation and this Agreement. Unless otherwise specified in the resolution of the Board of Managers designating in its sole discretion (but subject to the foregoing sentence) and may be removed by the Board of Managers at any time in their sole discretion. Each member of a committeecommittee shall hold office until the member’s death or resignation or removal by the Board of Managers. Any member of a committee may resign at any time from such committee by giving written notice to the Board of Managers. Such resignation shall take effect at the time specified therein or, at all meetings if the time be not specified, upon receipt thereof; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Vacancies on a committee resulting from death, resignation, removal or otherwise and newly created positions on a majority of committee resulting from any increase in the total number of members of a committee shall be filled solely by the Board of Managers. The Board of Managers may designate one or more Managers as alternate members of any committee, who may replace any absent member at any meeting of the committee. All of the members of a committee then in office (or, in the absence of the member, the alternate member who has replaced the member), whether present in person or represented by proxy, shall constitute a quorum for the transaction of businessbusiness at a meeting of such committee, and the affirmative vote of the member (or the alternate members who have replaced them) shall be necessary for the passage of any resolution or act of such committee. Any action required or permitted to be taken at any meeting of a majority committee may be taken by the written consent of all of the members of the such committee present at any meeting at which there is a quorum shall be the act of the committeethen in office. Each committee shall keep regular minutes of report its meetings. Unless actions to the Board of Managers otherwise provides, each committee designated when so required by the Board of Managers may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Managers conducts its business pursuant to Section 8 of this AgreementManagers.

Committees of the Board of Managers. (a) The Board of Managers may, may by resolution passed by a vote of the entire Board of Managers, designate one or more committees, each committee to consist of which shall be comprised of two or more Managers, and may designate one or more of the Managers of the Company. The Board of Managers may designate one or more Managers as alternate members of any committee, who may may, subject to any limitations imposed by the Board of Managers, replace any absent or disqualified member Managers at any meeting of such that committee. If a member At least one Independent Manager shall serve on each committee of the Board of Managers. Subject to Section 7.10(d), any decisions to be made by a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board of Managers shall require the approval of a majority of the votes of such committee of the Board of Managers. To the extent not prohibited by Law or stock exchange listing requirement, any Manager or observer appointed pursuant to act at the meeting in Governance Agreement may attend the place meetings of any such absent committee of the Board of Managers on which he or disqualified member. she does not serve, as a non-voting observer. (b) Any such committeecommittee of the Board of Managers, to the extent provided in the any resolution of the Board of Managers passed as aforesaidManagers, shall have and may exercise all of the powers and authority of the Board of Managers Managers, subject to the limitations set forth in Section 8.13(c) or in the management establishment of such committee. Any committee members may be removed, or any authority granted thereto may be revoked, at any time for any reason by a majority of the business and affairs Board of the Company, and may authorize the seal of the Company to be impressed on all papers that may require it, Managers subject to the extent permitted by limits on designation of replacement provided above and subject to the Act, limitations in designation for removal from the Certificate Board of Formation and this Managers set out in the Governance Agreement. Unless Each committee of Managers may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise specified be provided in the this Agreement or by a resolution of the Board of Managers designating a such committee, at all meetings . (c) No committee of such committee a majority of the total number of members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board of Managers shall have the authority of the Board of Managers with respect to any matters (i) subject to the approval rights set forth in Section 7.10, or (ii) otherwise providessubject to the approval rights of the Common Holders or the Independent Managers. (d) There is hereby established an audit committee of the Board of Managers (the “Audit Committee”) initially comprised of three Independent Managers consisting of the Independent Managers; provided, each committee designated however, that if any of the Independent Managers is prohibited from serving on the Audit Committee by any Law or stock exchange listing requirement, then the Audit Committee may be comprised of fewer than three Independent Managers during the period of such prohibition, but in no event less than two Independent Managers. The chairman of the Audit Committee shall be elected by the Board of Managers Managers. The Audit Committee shall have and may makeexercise the powers, alter authority and repeal rules responsibilities that are normally appropriate for the conduct functions of an audit committee. The Audit Committee shall report its business. In the absence of such rules each committee shall conduct its business in the same manner as actions, findings and reports to the Board of Managers conducts its business pursuant on a regular basis. (e) There is hereby established the compensation committee of the Board of Managers (the “Compensation Committee”) initially comprised of three Managers at least one of which shall be an Independent Manager and none of which may be Officers or employees of the Company. The Compensation Committee shall be responsible for matters related to Section 8 executive compensation and all other equity-based incentive compensation plans of this Agreementthe Company. The Compensation Committee shall determine the compensation of (i) employees of the Company who are Managers of the Company and (ii) upon the recommendation of the Chief Executive Officer, all Officers or any other employee of the Company who occupies such other position as may be designated by the Compensation Committee from time to time. The Compensation Committee shall review the compensation of any director, manager, officer or other employee of any Subsidiary of the Company as may be designated by the Compensation Committee from time to time to determine if it has any objection to such compensation. The Compensation Committee shall have and may exercise the powers and authority granted to it by any incentive compensation plan for employees of the Company.

Committees of the Board of Managers. (a) The Board of Managers may, may by resolution passed by a vote of the entire Board of Managers, designate one or more committees, each committee to consist of which shall be comprised of two or more Managers, and may designate one or more of the Managers of the Company. The Board of Managers may designate one or more Managers as alternate members of any committee, who may may, subject to any limitations imposed by the Board of Managers, replace any absent or disqualified member Managers at any meeting of such that committee. If a member At least one Independent Manager shall serve on each committee of the Board of Managers. Subject to Section 8.9 and Section 8.10, any decisions to be made by a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board of Managers shall require the approval of a majority of the votes of such committee of the Board of Managers. To the extent not prohibited by Law or stock exchange listing requirement, any Manager or observer appointed pursuant to act at the meeting in Governance Agreement may attend the place meetings of any such absent committee of the Board of Managers on which he or disqualified member. she does not serve, as a non-voting observer. (b) Any such committeecommittee of the Board of Managers, to the extent provided in the any resolution of the Board of Managers passed as aforesaidManagers, shall have and may exercise all of the powers and authority of the Board of Managers Managers, subject to the limitations set forth in Section 8.13(c) or in the management establishment of such committee. Any committee members may be removed, or any authority granted thereto may be revoked, at any time for any reason by a majority of the business and affairs Board of the Company, and may authorize the seal of the Company to be impressed on all papers that may require it, Managers subject to the extent permitted by limits on designation of replacement provided above and subject to the Act, limitations in designation for removal from the Certificate Board of Formation and this Managers set out in the Governance Agreement. Unless Each committee of Managers may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise specified be provided in the this Agreement or by a resolution of the Board of Managers designating a such committee, at all meetings . (c) No committee of such committee a majority of the total number of members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board of Managers shall have the authority of the Board of Managers with respect to any matters (i) subject to the approval rights set forth in Section 7.10, Section 7.16, Section 8.9 or Section 8.10, or (ii) otherwise providessubject to the approval rights of the Common Holders or the Independent Managers. (d) There is hereby established an audit committee of the Board of Managers (the “Audit Committee”) initially comprised of three Independent Managers consisting of the Independent Managers; provided, each committee designated however, that if any of the Independent Managers is prohibited from serving on the Audit Committee by any Law or stock exchange listing requirement, then the Audit Committee may be comprised of fewer than three Independent Managers during the period of such prohibition, but in no event less than two Independent Managers. The chairman of the Audit Committee shall be elected by the Board of Managers Managers. The Audit Committee shall have and may makeexercise the powers, alter authority and repeal rules responsibilities that are normally appropriate for the conduct functions of an audit committee. The Audit Committee shall report its business. In the absence of such rules each committee shall conduct its business in the same manner as actions, findings and reports to the Board of Managers conducts its business pursuant on a regular basis. (e) There is hereby established the compensation committee of the Board of Managers (the “Compensation Committee”) initially comprised of three Managers at least one of which shall be an Independent Manager and none of which may be Officers or employees of the Company. The Compensation Committee shall be responsible for matters related to Section 8 executive compensation and all other equity-based incentive compensation plans of this Agreementthe Company. The Compensation Committee shall determine the compensation of (i) employees of the Company who are Managers of the Company and (ii) upon the recommendation of the Chief Executive Officer, all Officers or any other employee of the Company who occupies such other position as may be designated by the Compensation Committee from time to time. The Compensation Committee shall review the compensation of any director, manager, officer or other employee of any Subsidiary of the Company as may be designated by the Compensation Committee from time to time to determine if it has any objection to such compensation. The Compensation Committee shall have and may exercise the powers and authority granted to it by any incentive compensation plan for employees of the Company.

Committees of the Board of Managers. (a) The Board of Managers may, may by resolution passed by a vote of the entire Board of Managers, designate one or more committees, each committee to consist of which shall be comprised of two or more Managers, and may designate one or more of the Managers of the Company. The Board of Managers may designate one or more Managers as alternate members of any committee, who may may, subject to any limitations imposed by the Board of Managers, replace any absent or disqualified member Managers at any meeting of such that committee. If a member of Any decisions to be made by a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board of Managers to act at shall require the meeting in approval of a majority of the place votes of any such absent or disqualified member. committee of the Board of Managers. (b) Any such committeecommittee of the Board of Managers, to the extent provided in the any resolution of the Board of Managers passed as aforesaidManagers, shall have and may exercise all of the powers and authority of the Board of Managers Managers, subject to the limitations set forth in the management establishment of such committee. Any committee members may be removed, or any authority granted thereto may be revoked, at any time for any reason by a majority of the business Board of Managers subject to the limits on designation of replacement provided above and affairs provided that any such CGI XxxXx Manager or Independent Manager that serves on a committee shall only be removed by a majority of the CompanyCGI XxxXx Managers, as designated by CGI. Each committee of Managers may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may authorize the seal of the Company to otherwise be impressed on all papers that may require it, to the extent permitted by the Actprovided in this Agreement, the Certificate of Formation and this Agreement. Unless otherwise specified in the charter for such committee, or by a resolution of the Board of Managers designating a such committee, at all meetings . (c) There is hereby established the audit committee of such committee a majority of the total number of members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board of Managers otherwise provides, each committee (the “Audit Committee”). The composition of the Audit Committee shall be set forth in the Audit Committee Charter. The Board of Managers shall appoint as Chairman of the Audit Committee an Independent Manager as designated by CGI. The Audit Committee shall have and may exercise such powers, authority and responsibilities as may be granted to it pursuant to the Audit Committee Charter of the Company as in effect from time to time. The Audit Committee shall report its actions, findings and reports to the Board of Managers may make, alter and repeal rules for on a regular basis. (d) There is hereby established the conduct compensation committee of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Managers conducts its business (the “Compensation Committee”). The composition of the Compensation Committee shall be set forth in the Compensation Committee Charter. The Board of Managers shall appoint as Chairman of the Compensation Committee a CGI XxxXx Manager as designated by CGI. The Compensation Committee shall be responsible for matters related to executive compensation and all other equity-based incentive compensation plans of the Company and shall have and may exercise such powers, authority and responsibilities as may be granted to it pursuant to Section 8 the Compensation Committee Charter of this Agreementthe Company as in effect from time to time.

Committees of the Board of Managers. (a) The Board of Managers may, may by resolution passed by a vote of the entire Board of Managers, designate one or more committees, each committee to consist of which shall be comprised of two or more Managers, and may designate one or more of the Managers of the Company. The Board of Managers may designate one or more Managers as alternate members of any committee, who may may, subject to any limitations imposed by the Board of Managers, replace any absent or disqualified member Managers at any meeting of such that committee. If a member of a committee shall be absent from any meetingExcept as set forth in this Section 8.12, otherwise waived by the Majority Initial Class A Holders or the Majority Initial Class B Holders, as applicable, or disqualified required by Law or the rules of any securities exchange or other self regulatory organization from voting thereattime to time applicable to the Company, the remaining member or members present proportion of Class A Managers and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member the Class B Managers on each committee of the Board of Managers shall be as nearly as possible given the number of Managers serving on the committee the same as the relative proportion of such Managers on the Board of Managers; provided that at least one Class A Manager and at least one Class B Manager shall serve on each committee of the Board of Managers, except, in each case, as otherwise may be provided herein. Subject to act at Section 8.9, any decisions to be made by a committee of the meeting in Board of Managers shall require the place approval of a majority of the votes of such committee of the Board of Managers. To the extent not prohibited by Law or stock exchange listing requirement, any Manager may attend the meetings of any such absent committee of the Board of Managers on which he or disqualified member. she does not serve, as a non-voting observer. (b) Any such committeecommittee of the Board of Managers, to the extent provided in the any resolution of the Board of Managers passed as aforesaidManagers, shall have and may exercise all of the powers and authority of the Board of Managers Managers, subject to the limitations set forth in Section 8.13(c) or in the management establishment of such committee. Any committee members may be removed, or any authority granted thereto may be revoked, at any time for any reason by a majority of the business and affairs Board of the Company, and may authorize the seal of the Company to be impressed on all papers that may require it, Managers subject to the extent permitted limits on designation of replacement provided above and provided that a Class A Manager may be removed only by the ActMajority Initial Class A Holders and that a Class B Manager may be removed only by the Majority Initial Class B Holders. Each committee of Managers may fix its own rules of procedure and shall hold its meetings as provided by such rules, the Certificate of Formation and except as may otherwise be provided in this Agreement. Unless otherwise specified in the Agreement or by a resolution of the Board of Managers designating a such committee, at all meetings . (c) No committee of such committee a majority of the total number of members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board of Managers otherwise provides, each committee designated by shall have the authority of the Board of Managers may makewith respect to any matters (i) subject to the approval rights set forth in Section 7.10 and Section 8.10, alter (ii) subject to the approval rights set forth in Section 8.9, unless the Joint Majority holders first consent in writing to such delegation, in which case (x) the voting requirements set forth in Section 8.9 will not apply to matters that come before the committee notwithstanding any other provision of this Agreement and repeal rules for (y) the conduct of its business. In the absence committee will act on delegated matters that come before it in accordance with any terms and conditions of such rules each delegation, or (iii) otherwise subject to the approval rights of the Joint Majority Holders or the Independent Managers. (d) There is hereby established an audit committee shall conduct its business in the same manner as of the Board of Managers conducts (the “Audit Committee”) initially comprised of three Independent Managers consisting of the Independent Managers; provided, however, that if any of the Independent Managers is prohibited from serving on the Audit Committee by any Law or stock exchange listing requirement, then the Audit Committee may be comprised of fewer than three Independent Managers during the period of such prohibition, but in no event less than two Independent Managers (provided, that if 73 there are less than two Independent Managers that are able to serve on the Audit Committee, the Majority Initial Class A Holders and Majority Initial Class B Holders shall use commercially reasonable efforts to provide for a mutually acceptable solution). The Majority Initial Class B Holders shall have the right to designate the Chairman of the Audit Committee so long as the Independent Manager elected by the Majority Initial Class B Holders is a member of the Audit Committee, and, if not, the Majority Initial Class A Holders shall have the right to designate the Chairman of the Audit Committee. The Audit Committee shall have and may exercise the powers, authority and responsibilities that are normally appropriate for the functions of an audit committee. The Audit Committee shall report its business pursuant actions, findings and reports to Section 8 the Board of this AgreementManagers on a regular basis. (e) There is hereby established the compensation committee of the Board of Managers (the “Compensation Committee”) initially comprised of three Managers consisting of two Class A Managers and one Class B Manager. One of the Class A Managers serving on the Compensation Committee initially shall be the Chairman of the Compensation Committee. The Compensation Committee shall be responsible for matters related to executive compensation and all other equity-based incentive compensation plans of the Company. The Compensation Committee shall determine the compensation of (i) employees of the Company who are Managers of the Company and (ii) upon the recommendation of the Chief Executive Officer, all Officers or any other employee of the Company who occupies such other position as may be designated by the Compensation Committee from time to time. The Compensation Committee shall review the compensation of any director, manager, officer or other employee of any Subsidiary of the Company as may be designated by the Compensation Committee from time to time to determine if it has any objection to such compensation. The Compensation Committee shall have and may exercise the powers and authority granted to it by any incentive compensation plan for employees of the Company.

Committees of the Board of Managers. The Board of Managers may, by resolution passed by a vote of the entire Board of Managers, designate one or more committees, each committee to consist of one or more of the Managers of the Company. The Board of Managers may designate one or more Managers as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board of Managers to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Managers passed as aforesaid, shall have and may exercise all the powers and authority of the Board of Managers in the management of the business and affairs of the Company, and may authorize the seal of the Company to be impressed on all papers that may require it, to the extent permitted by the ActStatutes, the Certificate of Formation and this Agreement. Unless otherwise specified in the resolution of the Board of Managers designating a committee, at all meetings of such committee a majority of the total number of members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board of Managers otherwise provides, each committee designated by the Board of Managers may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Managers conducts its business pursuant to Section 8 7 of this Agreement.

Committees of the Board of Managers. (a) The Board of Managers may, may by resolution passed by a vote of the entire Board of Managers, designate one or more committees, each committee to consist of which shall be comprised of two or more Managers, and may designate one or more of the Managers of the Company. The Board of Managers may designate one or more Managers as alternate members of any committee, who may may, subject to any limitations imposed by the Board of Managers, replace any absent or disqualified member Managers at any meeting of such that committee. If a member of a committee shall be absent from any meetingExcept as set forth in this Section 8.12, otherwise waived by the Majority Initial Class A Holders or the Majority Initial Class B Holders, as applicable, or disqualified required by Law or the rules of any securities exchange or other self regulatory organization from voting thereattime to time applicable to the Company, the remaining member or members present proportion of Class A Managers and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member the Class B Managers on each committee of the Board of Managers shall be as nearly as possible given the number of Managers serving on the committee the same as the relative proportion of such Managers on the Board of Managers; provided that at least one Class A Manager and at least one Class B Manager shall serve on each committee of the Board of Managers, except, in each case, as otherwise may be provided herein. Subject to act at Section 8.9, any decisions to be made by a committee of the meeting in Board of Managers shall require the place approval of a majority of the votes of such committee of the Board of Managers. To the extent not prohibited by Law or stock exchange listing requirement, any Manager may attend the meetings of any such absent committee of the Board of Managers on which he or disqualified member. she does not serve, as a non-voting observer. (b) Any such committeecommittee of the Board of Managers, to the extent provided in the any resolution of the Board of Managers passed as aforesaidManagers, shall have and may exercise all of the powers and authority of the Board of Managers Managers, subject to the limitations set forth in Section 8.13(c) or in the management establishment of such committee. Any committee members may be removed, or any authority granted thereto may be revoked, at any time for any reason by a majority of the business and affairs Board of the Company, and may authorize the seal of the Company to be impressed on all papers that may require it, Managers subject to the extent permitted limits on designation of replacement provided above and provided that a Class A Manager may be removed only by the ActMajority Initial Class A Holders and that a Class B Manager may be removed only by the Majority Initial Class B Holders. Each committee of Managers may fix its own rules of procedure and shall hold its meetings as provided by such rules, the Certificate of Formation and except as may otherwise be provided in this Agreement. Unless otherwise specified in the Agreement or by a resolution of the Board of Managers designating a such committee, at all meetings . (c) No committee of such committee a majority of the total number of members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board of Managers otherwise provides, each committee designated by shall have the authority of the Board of Managers may makewith respect to any matters (i) subject to the approval rights set forth in Section 7.10 and Section 8.10, alter (ii) subject to the approval rights set forth in Section 8.9, unless the Joint Majority holders first consent in writing to such delegation, in which case (x) the voting requirements set forth in Section 8.9 will not apply to matters that come before the committee notwithstanding any other provision of this Agreement and repeal rules for (y) the conduct of its business. In the absence committee will act on delegated matters that come before it in accordance with any terms and conditions of such rules each delegation, or (iii) otherwise subject to the approval rights of the Joint Majority Holders or the Independent Managers. (d) There is hereby established an audit committee shall conduct its business in the same manner as of the Board of Managers conducts (the “Audit Committee”) initially comprised of three Independent Managers consisting of the Independent Managers; provided, however, that if any of the Independent Managers is prohibited from serving on the Audit Committee by any Law or stock exchange listing requirement, then the Audit Committee may be comprised of fewer than three Independent Managers during the period of such prohibition, but in no event less than two Independent Managers (provided, that if there are less than two Independent Managers that are able to serve on the Audit Committee, the Majority Initial Class A Holders and Majority Initial Class B Holders shall use commercially reasonable efforts to provide for a mutually acceptable solution). The Majority Initial Class B Holders shall have the right to designate the Chairman of the Audit Committee so long as the Independent Manager elected by the Majority Initial Class B Holders is a member of the Audit Committee, and, if not, the Majority Initial Class A Holders shall have the right to designate the Chairman of the Audit Committee. The Audit Committee shall have and may exercise the powers, authority and responsibilities that are normally appropriate for the functions of an audit committee. The Audit Committee shall report its business pursuant actions, findings and reports to Section 8 the Board of this AgreementManagers on a regular basis. (e) There is hereby established the compensation committee of the Board of Managers (the “Compensation Committee”) initially comprised of three Managers consisting of two Class A Managers and one Class B Manager. One of the Class A Managers serving on the Compensation Committee initially shall be the Chairman of the Compensation Committee. The Compensation Committee shall be responsible for matters related to executive compensation and all other equity-based incentive compensation plans of the Company. The Compensation Committee shall determine the compensation of (i) employees of the Company who are Managers of the Company and (ii) upon the recommendation of the Chief Executive Officer, all Officers or any other employee of the Company who occupies such other position as may be designated by the Compensation Committee from time to time. The Compensation Committee shall review the compensation of any director, manager, officer or other employee of any Subsidiary of the Company as may be designated by the Compensation Committee from time to time to determine if it has any objection to such compensation. The Compensation Committee shall have and may exercise the powers and authority granted to it by any incentive compensation plan for employees of the Company.

Committees of the Board of Managers. (a) The Board of Managers may, may by resolution passed by a vote of the entire Board of Managers, designate one or more committees, each committee to consist of which shall be comprised of two or more Managers, and may designate one or more of the Managers of the Company. The Board of Managers may designate one or more Managers as alternate members of any committee, who may may, subject to any limitations imposed by the Board of Managers, replace any absent or disqualified member Managers at any meeting of such that committee. If a member of Any decisions to be made by a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board of Managers to act at shall require the meeting in approval of a majority of the place votes of any such absent or disqualified member. committee of the Board of Managers. (b) Any such committeecommittee of the Board of Managers, to the extent provided in the any resolution of the Board of Managers passed as aforesaidManagers, shall have and may exercise all of the powers and authority of the Board of Managers Managers, subject to the limitations set forth in the management establishment of such committee. Any committee members may be removed, or any authority granted thereto may be revoked, at any time for any reason by a majority of the business Board of Managers subject to the limits on designation of replacement provided above and affairs provided that any such CGI CarCo Manager or Independent Manager that serves on a committee shall only be removed by a majority of the CompanyCGI CarCo Managers, as designated by CGI. Each committee of Managers may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may authorize the seal of the Company to otherwise be impressed on all papers that may require it, to the extent permitted by the Actprovided in this Agreement, the Certificate of Formation and this Agreement. Unless otherwise specified in the charter for such committee, or by a resolution of the Board of Managers designating a such committee, at all meetings . (c) There is hereby established the audit committee of such committee a majority of the total number of members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board of Managers otherwise provides, each committee (the "Audit Committee"). The composition of the Audit Committee shall be set forth in the Audit Committee Charter. The Board of Managers shall appoint as Chairman of the Audit Committee an Independent Manager as designated by CGI. The Audit Committee shall have and may exercise such powers, authority and responsibilities as may be granted to it pursuant to the Audit Committee Charter of the Company as in effect from time to time. The Audit Committee shall report its actions, findings and reports to the Board of Managers may make, alter and repeal rules for on a regular basis. (d) There is hereby established the conduct compensation committee of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Managers conducts its business (the "Compensation Committee"). The composition of the Compensation Committee shall be set forth in the Compensation Committee Charter. The Board of Managers shall appoint as Chairman of the Compensation Committee a CGI CarCo Manager as designated by CGI. The Compensation Committee shall be responsible for matters related to executive compensation and all other equity-based incentive compensation plans of the Company and shall have and may exercise such powers, authority and responsibilities as may be granted to it pursuant to Section 8 the Compensation Committee Charter of this Agreementthe Company as in effect from time to time. (e) There is hereby established the executive committee of the Board of Managers (the "Executive Committee"). The composition of the Executive Committee shall be set forth in the Executive Committee Charter. The CGI CarCo Manager serving as the Chairman of the Board initially shall be the Chairman of the Executive Committee. The Executive Committee shall have and may exercise such powers, authority and responsibilities as may be granted to it pursuant to the Executive Committee Charter of the Company as in effect from time to time.

Committees of the Board of Managers. The Board of Managers may, by resolution passed by a vote of the entire Board of Managers, designate one or more committees, each committee to consist of one or more of the Managers of the Company. The Board of Managers may designate one or more Managers as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board of Managers to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Managers passed as aforesaid, shall have and may exercise all the powers and authority of the Board of Managers in the management of the business and affairs of the Company, and may authorize the seal of the Company to be impressed on all papers that may require it, to the extent permitted by the ActCode, the Certificate of Formation and this Agreement. Unless otherwise specified in the resolution of the Board of Managers designating a committee, at all meetings of such committee a majority of the total number of members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board of Managers otherwise provides, each committee designated by the Board of Managers may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Managers conducts its business pursuant to Section 8 7 of this Agreement.

Committees of the Board of Managers. (a) The Board of Managers may, may by resolution passed by a vote of the entire Board of Managers, designate one or more committees, each committee to consist of which shall be comprised of two or more Managers, and may designate one or more of the Managers of the Company. The Board of Managers may designate one or more Managers as alternate members of any committee, who may may, subject to any limitations imposed by the Board of Managers, replace any absent or disqualified member Managers at any meeting of such that committee. If a member of Any decisions to be made by a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board of Managers to act at shall require the meeting in approval of a majority of the place votes of any such absent or disqualified member. committee of the Board of Managers. (b) Any such committeecommittee of the Board of Managers, to the extent provided in the any resolution of the Board of Managers passed as aforesaidManagers, shall have and may exercise all of the powers and authority of the Board of Managers Managers, subject to the limitations set forth in the management establishment of such committee. Any committee members may be removed, or any authority granted thereto may be revoked, at any time for any reason by a majority of the business Board of Managers subject to the limits on designation of replacement provided above and affairs provided that any such CGI XxxXx Manager or Independent Manager that serves on a committee shall only be removed by a majority of the CompanyCGI XxxXx Managers, as designated by CGI. Each committee of Managers may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may authorize the seal of the Company to otherwise be impressed on all papers that may require it, to the extent permitted by the Actprovided in this Agreement, the Certificate of Formation and this Agreement. Unless otherwise specified in the charter for such committee, or by a resolution of the Board of Managers designating a such committee, at all meetings . (c) There is hereby established the audit committee of such committee a majority of the total number of members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board of Managers otherwise provides, each committee (the “Audit Committee”). The composition of the Audit Committee shall be set forth in the Audit Committee Charter. The Board of Managers shall appoint as Chairman of the Audit Committee an Independent Manager as designated by CGI. The Audit Committee shall have and may exercise such powers, authority and responsibilities as may be granted to it pursuant to the Audit Committee Charter of the Company as in effect from time to time. The Audit Committee shall report its actions, findings and reports to the Board of Managers may make, alter and repeal rules for on a regular basis. (d) There is hereby established the conduct compensation committee of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Managers conducts its business pursuant to Section 8 (the “Compensation Committee”). The composition of this Agreement.the Compensation Committee shall be set forth in the Compensation Committee Charter. The Board of Managers

Committees of the Board of Managers. (a) The Board of Managers may, may by resolution passed by a vote of the entire Board of Managers, designate one or more committees, each committee to consist of which shall be comprised of two or more Managers, and may designate one or more of the Managers of the Company. The Board of Managers may designate one or more Managers as alternate members of any committee, who may may, subject to any limitations imposed by the Board of Managers, replace any absent or disqualified member Managers at any meeting of such that committee. If a member of Any decisions to be made by a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board of Managers to act at shall require the meeting in approval of a majority of the place votes of any such absent or disqualified member. committee of the Board of Managers. (b) Any such committeecommittee of the Board of Managers, to the extent provided in the any resolution of the Board of Managers passed as aforesaidManagers, shall have and may exercise all of the powers and authority of the Board of Managers Managers, subject to the limitations set forth in the management establishment of such committee. Any committee members may be removed, or any authority granted thereto may be revoked, at any time for any reason by a majority of the business Board of Managers subject to the limits on designation of replacement provided above and affairs provided that any such CGI FxxXx Manager or Independent Manager that serves on a committee shall only be removed by a majority of the CompanyCGI FxxXx Managers, as designated by CGI. Each committee of Managers may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may authorize the seal of the Company to otherwise be impressed on all papers that may require it, to the extent permitted by the Actprovided in this Agreement, the Certificate of Formation and this Agreement. Unless otherwise specified in the charter for such committee, or by a resolution of the Board of Managers designating a such committee, at all meetings . (c) There is hereby established the audit committee of such committee a majority of the total number of members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board of Managers otherwise provides, each committee (the “Audit Committee”). The composition of the Audit Committee shall be set forth in the Audit Committee Charter. The Board of Managers shall appoint as Chairman of the Audit Committee an Independent Manager as designated by CGI. The Audit Committee shall have and may exercise such powers, authority and responsibilities as may be granted to it pursuant to the Audit Committee Charter of the Company as in effect from time to time. The Audit Committee shall report its actions, findings and reports to the Board of Managers may make, alter and repeal rules for on a regular basis. (d) There is hereby established the conduct compensation committee of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Managers conducts its business (the “Compensation Committee”). The composition of the Compensation Committee shall be set forth in the Compensation Committee Charter. The Board of Managers shall appoint as Chairman of the Compensation Committee a CGI FxxXx Manager as designated by CGI. The Compensation Committee shall be responsible for matters related to executive compensation and all other equity-based incentive compensation plans of the Company and shall have and may exercise such powers, authority and responsibilities as may be granted to it pursuant to Section 8 the Compensation Committee Charter of this Agreementthe Company as in effect from time to time.

Committees of the Board of Managers. (a) The Board of Managers may, may by resolution passed by a vote of the entire Board of Managers, designate one or more committees, each committee to consist of which shall be comprised of two or more Managers, and may designate one or more of the Managers of the Company. The Board of Managers may designate one or more Managers as alternate members of any committee, who may may, subject to any limitations imposed by the Board of Managers, replace any absent or disqualified member Managers at any meeting of such that committee. If a member of a committee shall be absent from any meetingExcept as set forth in this Section 8.12, otherwise waived by the Majority Initial Class A Holders or the Majority Initial Class B Holders, as applicable, or disqualified required by Law or the rules of any securities exchange or other self regulatory organization from voting thereattime to time applicable to the Company, the remaining member or members present proportion of Class A Managers and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member the Class B Managers on each committee of the Board of Managers shall be as nearly as possible given the number of Managers serving on the committee the same as the relative proportion of such Managers on the Board of Managers; provided that at least one Class A Manager and at least one Class B Manager shall serve on each committee of the Board of Managers, except, in each case, as otherwise may be provided herein. Subject to act at Section 8.9, any decisions to be made by a committee of the meeting in Board of Managers shall require the place approval of a majority of the votes of such committee of the Board of Managers. To the extent not prohibited by Law or stock exchange listing requirement, any Manager may attend the meetings of any such absent committee of the Board of Managers on which he or disqualified member. she does not serve, as a non-voting observer. (b) Any such committeecommittee of the Board of Managers, to the extent provided in the any resolution of the Board of Managers passed as aforesaidManagers, shall have and may exercise all of the powers and authority of the Board of Managers Managers, subject to the limitations set forth in Section 8.13(c) or in the management establishment of such committee. Any committee members may be removed, or any authority granted thereto may be revoked, at any time for any reason by a majority of the business and affairs Board of the Company, and may authorize the seal of the Company to be impressed on all papers that may require it, Managers subject to the extent permitted limits on designation of replacement provided above and provided that a Class A Manager may be removed only by the ActMajority Initial Class A Holders and that a Class B Manager may be removed only by the Majority Initial Class B Holders. Each committee of Managers may fix its own rules of procedure and shall hold its meetings as provided by such rules, the Certificate of Formation and except as may otherwise be provided in this Agreement. Unless otherwise specified in the Agreement or by a resolution of the Board of Managers designating a such committee, at all meetings . (c) No committee of such committee a majority of the total number of members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board of Managers otherwise provides, each committee designated by shall have the authority of the Board of Managers may makewith respect to any matters (i) subject to the approval rights set forth in Section 7.10, alter Section 8.9 and repeal rules for Section 8.10 or (ii) otherwise subject to the conduct approval rights of its business. In the absence Joint Majority Holders or the Independent Managers. (d) There is hereby established an audit committee of such rules each committee shall conduct its business in the same manner as the Board of Managers conducts (the “Audit Committee”) initially comprised of three Independent Managers consisting of the Independent Managers; provided, however, that if any of the Independent Managers is prohibited from serving on the Audit Committee by any Law or stock exchange listing requirement, then the Audit Committee may be comprised of fewer than three Independent Managers during the period of such prohibition, but in no event less than two Independent Managers (provided, that if there are less than two Independent Managers that are able to serve on the Audit Committee, the Majority Initial Class A Holders and Majority Initial Class B Holders shall use commercially reasonable efforts to provide for a mutually acceptable solution). The Majority Initial Class B Holders shall have the right to designate the Chairman of the Audit Committee so long as the Independent Manager elected by the Majority Initial Class B Holders is a member of the Audit Committee, and, if not, the Majority Initial Class A Holders shall have the right to designate the Chairman of the Audit Committee. The Audit Committee shall have and may exercise the powers, authority and responsibilities that are normally appropriate for the functions of an audit committee. The Audit Committee shall report its business pursuant actions, findings and reports to Section 8 the Board of this AgreementManagers on a regular basis. (e) There is hereby established the compensation committee of the Board of Managers (the “Compensation Committee”) initially comprised of three Managers consisting of two Class A Managers and one Class B Manager. One of the Class A Managers serving on the Compensation Committee initially shall be the Chairman of the Compensation Committee. The Compensation Committee shall be responsible for matters related to executive compensation and all other equity-based incentive compensation plans of the Company. The Compensation Committee shall determine the compensation of (i) employees of the Company who are Managers of the Company and (ii) upon the recommendation of the Chief Executive Officer, all Officers or any other employee of the Company who occupies such other position as may be designated by the Compensation Committee from time to time. The Compensation Committee shall review the compensation of any director, manager, officer or other employee of any Subsidiary of the Company as may be designated by the Compensation Committee from time to time to determine if it has any objection to such compensation. The Compensation Committee shall have and may exercise the powers and authority granted to it by any incentive compensation plan for employees of the Company.

Committees of the Board of Managers. (a) The Board of Managers may, may by resolution passed by a vote of the entire Board of Managers, designate one or more committees, each committee to consist of which shall be comprised of two or more Managers, and may designate one or more of the Managers of the Company. The Board of Managers may designate one or more Managers as alternate members of any committee, who may may, subject to any limitations imposed by the Board of Managers, replace any absent or disqualified member Managers at any meeting of such that committee. If a member of a committee shall be absent from any meetingExcept as set forth in this Section 8.12, otherwise waived by the Majority Initial Class A Holders or the Majority Initial Class B Holders, as applicable, or disqualified required by Law or the rules of any securities exchange or other self regulatory organization from voting thereattime to time applicable to the Company, the remaining member or members present proportion of Class A Managers and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member the Class B Managers on each committee of the Board of Managers shall be as nearly as possible given the number of Managers serving on the committee the same as the relative proportion of such Managers on the Board of Managers; provided that at least one Class A Manager and at least one Class B Manager shall serve on each committee of the Board of Managers, except, in each case, as otherwise may be provided herein. Subject to act at Section 8.9, any decisions to be made by a committee of the meeting in Board of Managers shall require the place approval of a majority of the votes of such committee of the Board of Managers. To the extent not prohibited by Law or stock exchange listing requirement, any Manager may attend the meetings of any such absent committee of the Board of Managers on which he or disqualified member. she does not serve, as a non-voting observer. (b) Any such committeecommittee of the Board of Managers, to the extent provided in the any resolution of the Board of Managers passed as aforesaidManagers, shall have and may exercise all of the powers and authority of the Board of Managers Managers, subject to the limitations set forth in Section 8.13(c) or in the management establishment of such committee. Any committee members may be removed, or any authority granted thereto may be revoked, at any time for any reason by a majority of the business and affairs Board of the Company, and may authorize the seal of the Company to be impressed on all papers that may require it, Managers subject to the extent permitted limits on designation of replacement provided above and provided that a Class A Manager may be removed only by the ActMajority Initial Class A Holders and that a Class B Manager may be removed only by the Majority Initial Class B Holders. Each committee of Managers may fix its own rules of procedure and shall hold its meetings as provided by such rules, the Certificate of Formation and except as may otherwise be provided in this Agreement. Unless otherwise specified in the Agreement or by a resolution of the Board of Managers designating a such committee, at all meetings . (c) No committee of such committee a majority of the total number of members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board of Managers otherwise provides, each committee designated by shall have the authority of the Board of Managers may makewith respect to any matters (i) subject to the approval rights set forth in Section 7.10, alter Section 8.9 and repeal rules for Section 8.10 or (ii) otherwise subject to the conduct approval rights of its business. In the absence Joint Majority Holders or the Independent Managers. (d) There is hereby established an audit committee of such rules each committee shall conduct its business in the same manner as the Board of Managers conducts (the "Audit Committee") initially comprised of three Independent Managers consisting of the Independent Managers; provided, however, that if any of the Independent Managers is prohibited from serving on the Audit Committee by any Law or stock exchange listing requirement, then the Audit Committee may be comprised of fewer than three Independent Managers during the period of such prohibition, but in no event less than two Independent Managers (provided, that if there are less than two Independent Managers that are able to serve on the Audit Committee, the Majority Initial Class A Holders and Majority Initial Class B Holders shall use commercially reasonable efforts to provide for a mutually acceptable solution). The Majority Initial Class B Holders shall have the right to designate the Chairman of the Audit Committee so long as the Independent Manager elected by the Majority Initial Class B Holders is a member of the Audit Committee, and, if not, the Majority Initial Class A Holders shall have the right to designate the Chairman of the Audit Committee. The Audit Committee shall have and may exercise the powers, authority and responsibilities that are normally appropriate for the functions of an audit committee. The Audit Committee shall report its business pursuant actions, findings and reports to Section 8 the Board of this AgreementManagers on a regular basis. (e) There is hereby established the compensation committee of the Board of Managers (the “Compensation Committee”) initially comprised of three Managers consisting of two Class A Managers and one Class B Manager. One of the Class A Managers serving on the Compensation Committee initially shall be the Chairman of the Compensation Committee. The Compensation Committee shall be responsible for matters related to executive compensation and all other equity-based incentive compensation plans of the Company. The Compensation Committee shall determine the compensation of (i) employees of the Company who are Managers of the Company and (ii) upon the recommendation of the Chief Executive Officer, all Officers or any other employee of the Company who occupies such other position as may be designated by the Compensation Committee from time to time. The Compensation Committee shall review the compensation of any director, manager, officer or other employee of any Subsidiary of the Company as may be designated by the Compensation Committee from time to time to determine if it has any objection to such compensation. The Compensation Committee shall have and may exercise the powers and authority granted to it by any incentive compensation plan for employees of the Company.

Committees of the Board of Managers. The Board of Managers may, by resolution passed by a vote of the entire Board of Managers, designate one or more committees, each committee to consist of one or more of the Managers of the Company. The Board of Managers may designate one or more Managers as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committeecommit­tee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board of Managers to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Managers passed as aforesaid, shall have and may exercise all the powers and authority of the Board of Managers in the management of the business and affairs of the Company, and may authorize the seal of the Company to be impressed on all papers that may require it, to the extent permitted by the ActCode, the Certificate of Formation and this Agreement. Unless otherwise specified in the resolution of the Board of Managers designating a committee, at all meetings of such committee a majority of the total number of members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board of Managers otherwise provides, each committee designated by the Board of Managers may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Managers conducts its business pursuant to Section 8 of this Agreement.