Common use of Committees of the Board Clause in Contracts

Committees of the Board. (a) The Board may designate one or more committees, with each committee to consist of one or more of the Directors, subject to the requirements set forth in this Section 5.07. Any committee, to the extent permitted by Law and provided in the resolution of the Board establishing such committee, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers which may require it; provided that, following an IPO, no duties will be delegated to the audit committee other than those duties required by Law to be so delegated. Each committee shall keep regular minutes and report to the Board when required. (b) Subject to the requirements of Law, Directors designated by the Comcast Members shall constitute at least a majority of each committee of the Board and, if there are any Directors designated by HoldCo, each such committee shall include at least one such Director; provided that, following an IPO, the audit committee shall be comprised solely of the Independent Directors designated pursuant to Section 5.01(c)(i). (c) A majority of the members of any committee may determine its action and fix the time and place of its meetings, unless the Board shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 5.04(b). Subject to Section 5.07(b) and except as expressly required otherwise by a Transaction Agreement with respect to a committee contemplated by such Transaction Agreement, the Board shall have the power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee. Nothing herein shall be deemed to prevent the Board from appointing one or more committees consisting in whole or in part of Persons who are not Directors; provided, however, that no such committee shall have or may exercise any authority of the Board.

Committees of the Board. (a) The Board may designate one or more committees, with each committee to consist of one or more of the Directors, subject to the requirements set forth in this Section 5.07. Any committee, to the extent permitted by Law and provided in the resolution of the Board establishing such committee, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers which may require it; provided that, following an IPO, no duties will be delegated to the audit committee other than those duties required by Law to be so delegated. Each committee shall keep regular minutes and report to the Board when required. (b) Subject to the requirements of Law, Directors designated by the Comcast Members shall constitute at least a majority of each committee of the Board and, if there are any Directors designated by HoldCothe GE Members, each such committee shall include at least one such Director; provided that, following an IPO, the audit committee shall be comprised solely of the Independent Directors designated pursuant to Section 5.01(c)(i). (c) A majority of the members of any committee may determine its action and fix the time and place of its meetings, unless the Board shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 5.04(b). Subject to Section 5.07(b) and except as expressly required otherwise by a Transaction Agreement with respect to a committee contemplated by such Transaction Agreement, the Board shall have the power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee. Nothing herein shall be deemed to prevent the Board from appointing one or more committees consisting in whole or in part of Persons who are not Directors; provided, however, that no such committee shall have or may exercise any authority of the Board.

Committees of the Board. (ai) The Board may designate one or more committees, with each committee to consist of one or more of the Directors, subject to the requirements set forth in this Section 5.07. Any committee, to the extent permitted by Law and provided in the resolution create such committees of the Board establishing such committeeas it may, shall have and may exercise all from time to time, deem necessary, appropriate or advisable, in its sole discretion, to carry on the powers and authority of the Board in the management of the business and affairs of the Company. Subject to the other provisions of this Section 3.1(g), the Board, in its sole discretion, may establish and change the authority and responsibilities of such 136199440.19 14 committees and may authorize adopt one or more charters governing the seal size, authority and responsibilities, among other things, of the Company to be affixed to all papers which may require it; provided that, following an IPO, no duties will be delegated to the audit committee other than those duties required by Law to be so delegated. Each committee shall keep regular minutes and report to the Board when requiredsuch committee. (bii) Subject With respect to the requirements of Law, Directors designated by the Comcast Members shall constitute at least a majority of each any committee of the Board andBoard, if there are any Directors designated by HoldCo, each a Majority of the Committee shall constitute a quorum of such committee shall include at least one such Director; provided that, following an IPO, the audit committee shall be comprised solely for purposes of the Independent Directors designated pursuant to Section 5.01(c)(i). (c) A majority of the members of any committee may determine its action and fix the time and place of its meetings, unless the Board shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 5.04(b). Subject to Section 5.07(b) and except as expressly required otherwise by a Transaction Agreement with respect to a committee contemplated by such Transaction Agreement, the Board shall have the power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee. Nothing herein shall be deemed to prevent the Board from appointing one or more committees consisting in whole or in part of Persons who are not Directorsconducting business; provided, however, that no such quorum shall be properly constituted only if (A) a majority of the Directors included in such quorum are not residents of Canada for purposes of the Canadian Tax Act and (B) if a Brookfield Director is a member of such committee, at least one of the Directors included in such quorum is a Brookfield Director. A Director may vote or be present at a meeting of a committee of the Board either in person or by proxy. At all times when a committee of the Board is conducting business at a meeting of such committee, a quorum of the committee must be present at such meeting and a majority of the Directors participating at such meeting must not be residents of Canada for purposes of the Canadian Tax Act. If a quorum shall not be present at any meeting of a committee of the Board, then the Directors present at the meeting may adjourn the meeting from time to time and shall promptly give notice to the committee members not present at the meeting of when the meeting will be reconvened. If such notice is given and the reconvened meeting is held at least 48 hours after the suspended meeting at which a quorum was not present and notice was given, then, at such reconvened meeting, the presence of at least one Brookfield Director will not be required in order for a quorum to be present (so long as all other quorum requirements provided for in this Section 3.1(g)(ii) are met); provided, however, that the only business that may be conducted at such reconvened meeting is the business specifically set forth in the original agenda for the suspended meeting. (iii) Any meeting of a committee of the Board may be held in person, telephonically or by video conference. Any in person meeting of a committee of the Board shall be held outside Canada. Any meeting of a committee of the Board held telephonically or by video conference must originate outside of Canada and a majority of the Directors participating in such meeting in person or by call or video must participate from or at a location outside Canada, and such meeting shall be deemed held at the place from where such call or video conference originated. (v) Notwithstanding anything in this Agreement to the contrary, each member of the Conflicts Committee (as defined in the Limited Partnership Agreement) shall meet the independence requirements for service on such committee set forth in the Limited Partnership Agreement and neither the Brookfield Members nor the TK Members shall have any right to appoint observers to the Conflicts Committee. (vi) The Board may appoint and remove (with or without cause), upon the affirmative vote of a majority of all the Directors then in office, the members of such committees; provided, however, that: A. such committees shall be comprised only of Directors; B. subject to compliance with the applicable requirements of the New York Stock Exchange (or any subsequent stock exchange on which the Limited Partnership’s equity securities are listed), any such committee shall have or may exercise any authority be comprised of at least one Brookfield Director (provided the Brookfield Election Rights are still applicable) and one TK Director (provided the TK Election Rights are still applicable and TK has the right to elect at least two TK Directors) and the number of Brookfield Directors and the number of TK Directors on such committee shall be proportional (rounding up to the nearest whole number, as applicable, unless otherwise agreed by the TK Majority Holders and the Brookfield Majority Holders) to the number of Brookfield Directors and TK Directors on the Board.; C. in the event that no Brookfield Directors are members of such a committee, the Brookfield Majority Holders shall have the right to appoint a non-voting observer to such committee (provided the Brookfield Election Rights are still applicable); D. in the event that no TK Directors are members of such a committee, the TK Majority Holders shall have the right to appoint a non-voting observer to such committee (provided the TK Election Rights are still applicable and TK has the right to elect at least two TK Directors); and

Committees of the Board. The Directors shall be entitled to delegate any of their powers which may be so delegated under the Business Corporation Law to committees comprised solely of members of the Board ("Representatives"), provided however, that: (a) the Founders Group shall be entitled at any time and from time to time to appoint one person as a Representative and to remove any such Representative from office and to appoint any other person or persons in place of any such Representative so removed or dying or otherwise vacating office; (b) the AJG Group shall be entitled at any time and from time to time to appoint one person as a Representative and to remove any such Representative from office and to appoint any other person or persons in place of any such Representative so removed or dying or otherwise vacating office; (c) meetings of any committee of Directors shall be held as and when the committee thinks fit. Any Representative shall be entitled to call a committee meeting, which shall, unless otherwise agreed by all the members of the committee (or where relevant their duly appointed alternate), be called on not less than 5 Business Days prior written notice to all Representatives. The Board may designate one notice shall specify the nature of the business to be transacted at such committee meeting and no other business shall be transacted thereat without the prior agreement of all Representatives; and (d) the quorum for the transaction of the business of the Board, or more committees, with each a committee to consist of one or more of the Directors, subject to shall, unless otherwise provided by the requirements set forth in this Section 5.07. Any committee, to By-Laws of the extent permitted by Law and provided in Company or the resolution of the Board establishing creating any such committee, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers which may require it; provided that, following an IPO, no duties will be delegated to the audit committee other than those duties required by Law to be so delegated. Each committee shall keep regular minutes and report to the Board when required. (b) Subject to the requirements of Law, Directors designated by the Comcast Members shall constitute at least a majority of each committee of the Board and, if there are any Directors designated by HoldCo, each such committee shall include at least one such Director; provided that, following an IPO, the audit committee shall be comprised solely of the Independent Directors designated pursuant to Section 5.01(c)(i). (c) A majority three-fourths of the members of any committee may determine its action and fix the time and place of its meetings, unless the Board shall otherwise provide. Notice or such committee, as the case may be, and a vote of such meetings three-fourths of the whole Board or committee shall be given necessary for the approval of all matters to each member of the committee in the manner provided for in Section 5.04(b). Subject to Section 5.07(b) and except as expressly required otherwise by a Transaction Agreement with respect to a committee contemplated by such Transaction Agreement, the Board shall have the power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee. Nothing herein shall be deemed to prevent the Board from appointing one or more committees consisting in whole or in part of Persons who are not Directors; voted on thereby (provided, however, that no such committee shall have or may exercise any authority of immediately prior to the Board.first Qualified Public Offering the

Committees of the Board. (a) A. The Board shall, by resolution adopted by a majority of the whole Board, designate an Executive Committee consisting of three (3) directors, to serve at the pleasure of the Board. The Chairman of the Board, or Co-Chairmen of the Board, shall be members of the Executive Committee. The resolution adopted by the Board shall provide that during intervals between meetings of the Board, the Executive Committee shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the corporation in all cases; provided, however, that the Executive Committee shall not have the power or authority to (i) take any of the actions set forth in subsection B, nos. 1-6, below, (ii) contravene any specific actions or directions of the Board, or (iii) act on any matter upon which committees may not act as otherwise provided in the Delaware General Corporation Law. A majority of the authorized number of directors on the Executive Committee shall constitute a quorum for the transaction of such committee's business. B. The Board may, by resolution adopted by a majority of the whole Board designate one (1) or more committees, with each committee to consist consisting of one (1) or more directors, to serve at the pleasure of the Directors, subject to the requirements set forth in this Section 5.07Board. Any such committee, to the extent permitted by Law and provided in the resolution of the Board establishing such committeeand subject to the provisions of the applicable law in the state of Delaware, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Companycorporation, and may authorize the corporate seal of the Company to be affixed to all papers which may require it; provided that, following an IPO, no duties will be delegated to the audit committee other than those duties required by Law to be so delegated. Each committee shall keep regular minutes and report to the Board when required. (b) Subject to the requirements of Law, Directors designated by the Comcast Members shall constitute at least a majority of each committee of the Board and, if there are any Directors designated by HoldCo, each such committee shall include at least one such Director; provided that, following an IPO, the audit committee shall be comprised solely of the Independent Directors designated pursuant to Section 5.01(c)(i). (c) A majority of the members of any committee may determine its action and fix the time and place of its meetings, unless the Board shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 5.04(b). Subject to Section 5.07(b) and except as expressly required otherwise by a Transaction Agreement with respect to a committee contemplated by such Transaction Agreement, the Board shall have the power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee. Nothing herein shall be deemed to prevent the Board from appointing one or more committees consisting in whole or in part of Persons who are not Directors; provided, however, that but no such committee shall have the power or may exercise any authority with respect to: 1. Amending the Certificate of Incorporation (except that a Committee may, to the extent provided in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board is provided in Section 151(a) of the BoardDelaware General Corporation Law, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of shares for, shares of any other class or classes of stock of the corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series). 2. Adopting an agreement of merger or consolidation under Sections 251 or 252 of the Delaware General Corporation Law. 3. Recommending to the Stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets.

Committees of the Board. (a) The Board may may, by resolution passed by a majority of the whole Board and with the prior written consent of Oakleigh Xxxxxx and Ripplewood, designate one or more committees, with each committee to consist of one or more directors. The initial committees formed by the Board are the Audit Committee and the Compensation Committee, each of which possesses powers and responsibilities similar to the powers and responsibilities of equivalent committees at businesses of a similar size to the Corporation. Each of the DirectorsAudit Committee and the Compensation Committee shall at all times include: (a) Oakleigh Xxxxxx or such other director as he may designate, subject (ii) a director designated by Ripplewood and (iii) if applicable, a director designated in accordance with Section 4.03 of the Stockholders Agreement. Subject to the requirements set forth in this foregoing sentence, the Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee; provided that if such committee member was designated to serve on the Board pursuant to Section 5.074.03 of the Stockholders Agreement, the party who designated such member of the Board shall be entitled to designate such committee members replacement. Any committeecommittee of the Board, to the extent permitted by Law and provided in the resolution of the Board establishing designating such committee, and consented to by the member of the Board designated by Oakleigh Xxxxxx and Ripplewood, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the CompanyCorporation, and may authorize the seal of the Company Corporation to be affixed to all papers which may require it; provided that, following an IPO, no duties will be delegated in each case to the audit committee other than those duties required by Law to be so delegatedextent permitted under the General Corporation Law; provided, that the Board shall not delegate its responsibility for the overall management and supervision of the Corporation. Each committee of the Board shall keep regular minutes of its proceedings and report the same to the Board when required. (b) Subject to the requirements of Law, Directors designated so requested by the Comcast Members shall constitute at least a majority of each committee of the Board and, if there are any Directors designated by HoldCo, each such committee shall include at least one such Director; provided that, following an IPO, the audit committee shall be comprised solely of the Independent Directors designated pursuant to Section 5.01(c)(i). (c) A majority of the members of any committee may determine its action and fix the time and place of its meetings, unless the Board shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 5.04(b). Subject to Section 5.07(b) and except as expressly required otherwise by a Transaction Agreement with respect to a committee contemplated by such Transaction Agreement, the Board shall have the power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee. Nothing herein shall be deemed to prevent the Board from appointing one or more committees consisting in whole or in part of Persons who are not Directors; provided, however, that no such committee shall have or may exercise any authority of the Board.

Committees of the Board. (a) The Board may may, by resolution passed by a majority of the whole Board, designate one (1) or more committees, with each committee to consist of one (1) or more directors. The Board may designate one (1) or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another director to act at the meeting in the place of any such absent or disqualified member. Any committee of the Directors, subject to the requirements set forth in this Section 5.07. Any committeeBoard, to the extent permitted by Law and provided in the resolution of the Board establishing designating such committee, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the CompanyCorporation, and may authorize the seal of the Company Corporation to be affixed to all papers which may require it; provided that, following an IPO, no duties will be delegated to the audit committee other than those duties required by Law to be so delegated. Each committee shall keep regular minutes and report to the Board when required. (b) Subject to the requirements of Law, Directors designated by the Comcast Members shall constitute at least a majority of each committee of the Board and, if there are any Directors designated by HoldCo, each such committee shall include at least one such Director; provided that, following an IPO, the audit committee shall be comprised solely of the Independent Directors designated pursuant to Section 5.01(c)(i). (c) A majority of the members of any committee may determine its action and fix the time and place of its meetings, unless the Board shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 5.04(b). Subject to Section 5.07(b) and except as expressly required otherwise by a Transaction Agreement with respect to a committee contemplated by such Transaction Agreement, the Board shall have the power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee. Nothing herein shall be deemed to prevent the Board from appointing one or more committees consisting in whole or in part of Persons who are not Directors; provided, however, that no such committee shall have such power or may exercise authority in reference to amending the Certificate of Incorporation (except that such a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board as provided in Section 151(a) of the General Corporation Law, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes of stock of the Corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series), adopting an agreement of merger or consolidation under Section 251 or 252 of the General Corporation Law, recommending to the stockholders the sale, lease or exchange of all or substantially all the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or the revocation of a dissolution, or amending these Bylaws; provided further, however, that, unless expressly so provided in the resolution of the Board designating such committee, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to Section 253 of the General Corporation Law. Each committee of the Board shall keep regular minutes of its proceedings and report the same to the Board when so requested by the Board.

Committees of the Board. (a) The Subject to Section 4.5, the Board may designate one or more committees, with each committee to consist of one or more committees of the DirectorsBoard, subject including an audit committee and a compensation committee. Subject to Section 4.5, any committee of the requirements set forth in this Section 5.07. Any committeeBoard, to the extent permitted by applicable Law and provided in the resolution resolutions of the Board establishing such committee, shall have and may exercise all of the powers and authority of the Board in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers which may require it; provided that, following an IPO, no duties will be delegated to the audit committee other than those duties required by Law to be so delegated. Each committee shall keep regular minutes and report to the Board when requiredpromptly after the taking of any material action. Each of the Initial Members entitled to appoint a Manager hereunder shall be entitled to appoint at least one Manager appointed by such Initial Member to sit on each committee of the Board; provided, that for so long as the Initial Members are entitled to appoint an equal number of Managers hereunder, any such committee shall consist of an equal number of AT&T Managers and Investor Managers except as set forth in Section 4.6(d). Notwithstanding anything to the contrary set forth herein, the Members and the Company shall take all necessary action to ensure that, following a Qualified IPO, the composition of any committees of the Board comply with the applicable listing rules of the exchange on which the applicable Equity Securities (in accordance with this Agreement) are traded and other applicable Law. (b) Subject to the requirements of Law, Directors designated by the Comcast Members shall constitute at least a majority of each committee of the Board and, if there are any Directors designated by HoldCo, each such committee shall include at least one such Director; provided that, following an IPO, the audit committee shall be comprised solely of the Independent Directors designated pursuant to Section 5.01(c)(i). (c) A majority of the members of any committee may determine its action (consistent with the procedures set forth in Section 4.3(f) with respect to the voting of the Managers) and fix the time and place of its meetings, unless the Board shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 5.04(b4.3(b). Subject . (c) Each Manager who is not an employee of the Company or its Subsidiaries shall be entitled to Section 5.07(breceive all information (including without limitation, committee minutes, committee books and reports) that is made available to any member of a committee in such Person’s capacity as such. (d) Notwithstanding the foregoing and except as expressly required otherwise by a Transaction Agreement with respect anything to the contrary set forth herein, prior to a committee contemplated by such Transaction AgreementCompany Sale or Qualified IPO, for so long as either the Senior Preferred Unreturned Contribution or Senior Preferred Unpaid Yield exceeds zero, the Board shall have the power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee. Nothing herein shall be deemed to prevent designate a committee of the Board from appointing one or more committees consisting in whole or in part (the “Debt Committee”) of Persons who are not Directors; provided, however, which Investor Managers shall constitute a majority (provided that no such committee shall also include an AT&T Manager for so long as AT&T Member is entitled to appoint a Manager hereunder) and such committee shall have or may exercise any the authority to determine, without regard to Section 4.5, the incurrence of incremental third party debt, subject to the terms of the BoardDebt Documents. (e) The decisions by the committee with respect to the matters specified in Section 4.6(d) shall not be subject to any override by the full Board and shall not be subject to Section 4.5.

Committees of the Board. (a) The Board may designate one or more committees, with each committee to consist of one or more At the request of the DirectorsPreferred Members, subject to the requirements set forth in this Section 5.07. Any committee, to the extent permitted by Law and provided in the resolution a three-member Compensation Committee of the Board establishing such committee, shall have (the “Compensation Committee”) and may exercise all a three-member Audit Committee (the powers and authority “Audit Committee”) of the Board in shall be established and maintained at all times after the management date of such request, the membership of such committees to be agreed to by the Board; provided that no member of the business and affairs of the Company, and may authorize the seal Compensation Committee or Audit Committee shall be an employee of the Company to be affixed to all papers which may require it; and provided that, following an IPO, no duties will be delegated to the audit committee other than those duties required by Law to be so delegated. Each committee shall keep regular minutes and report to the Board when required. (b) Subject to the requirements of Law, Directors designated by the Comcast Members shall constitute at least a majority of each committee of the Board and, if there are any Directors designated by HoldCo, each such committee shall include that at least one such Director; provided that, following an IPO, the audit committee (1) Preferred Director shall be comprised solely of the Independent Directors designated pursuant to Section 5.01(c)(i). (c) A majority of the members of any committee may determine its action and fix the time and place of its meetings, unless the Board shall otherwise provide. Notice of such meetings shall be given to each a member of the committee in Compensation Committee. The Chief Executive Officer or interim Chief Executive Officer of the manner provided for in Section 5.04(b). Subject to Section 5.07(b) and except as expressly required otherwise by a Transaction Agreement with respect to a committee contemplated by such Transaction Agreement, the Board shall have the power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee. Nothing herein Company shall be deemed entitled to prevent attend meetings of the Board from appointing one or more committees consisting Compensation Committee in whole or in part of Persons who are not Directorsa nonvoting capacity; provided, however, that no such committee shall have officer may be excluded from any meeting, or may exercise any authority portion thereof, at the discretion of the Compensation Committee. The Compensation Committee will, among other things, be responsible for making recommendations to the Board regarding compensation matters, including salary and bonus amounts and issuances of Incentive Shares or other equity awards, subject in each case to final approval by the Board. The senior financial officer of the Company shall be entitled to attend meetings of the Audit Committee in a nonvoting capacity; provided, however, that such officer may be excluded from any meeting, or portion thereof, at the discretion of the Audit Committee. At least one of the Preferred Directors shall be entitled to be a member of each other committee of the Board currently existing or hereafter established by the Board, whether or not described in this section.