Common use of Determinations by the Manager Clause in Contracts

Determinations by the Manager. In furtherance of the authority granted to the Manager pursuant to Section 5.1 of this Agreement, the determination as to any of the following matters, made in good faith by or pursuant to the direction of the Manager in a manner not inconsistent with this Agreement, shall be final and conclusive and shall be binding upon the Company and each Series and every holder of Interests: (a) the amount of Free Cash Flow of any Series for any period and the amount of assets at any time legally available for the payment of distributions on Interests of any Series; (b) the amount of paid in surplus, net assets, other surplus, annual or other cash flow, funds from operations, net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged); (c) any interpretation of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of any Series; (d) the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by any Series or of any Interests; (e) the number of Units within a Series; (f) any matter relating to the acquisition, holding, managing, and disposition of any assets, including Series Assets, by any Series; (g) the evaluation of any competing interests among the Series and the resolution of any conflicts of interests among the Series; (h) each of the matters set forth in Section 5.1; or (i) any other matter relating to the business and affairs of the Company, any Series, or any Series Asset, or required or permitted by applicable law, this Agreement or otherwise to be determined by the Manager.

Determinations by the Manager. In furtherance of the authority granted to the Manager pursuant to Section 5.1 of this Agreement, the determination as to any of the following matters, made in good faith by or pursuant to the direction of the Manager in a manner not inconsistent consistent with this Agreement, shall be final and conclusive and shall be binding upon the Company and each Series and every holder of Interests: (ai) the amount of Free Cash Flow of any Series for any period and the amount of assets at any time legally available for the payment of distributions on Interests of any Series; (bii) the amount of paid in surplus, net assets, other surplus, annual or other cash flow, funds from operations, net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged); (ciii) any interpretation of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of any Series; (div) the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by any Series or of any Interests; (ev) the number of Units Interests within a Series; (fvi) any matter relating to the acquisition, holding, managing, holding and disposition of any assets, including Series Assets, assets by any Series; (gvii) the evaluation of any competing interests among the Series and the resolution of any conflicts of interests among the Series; (hviii) each of the matters set forth in Section 5.15.1(a) through Section 5.1(aa); or (iix) any other matter relating to the business and affairs of the Company, any Series, Company or any Series Asset, or required or permitted by applicable law, this Agreement or otherwise to be determined by the Manager.

Determinations by the Manager. In furtherance of the authority granted to the Manager pursuant to Section 5.1 of this Agreement, the determination as to any of the following matters, made in good faith by or pursuant to the direction of the Manager in a manner not inconsistent consistent with this Agreement, shall be final and conclusive and shall be binding upon the Company and each Series and every holder of Interests: (a) the amount of Free Cash Flow of any Series for any period and the amount of assets at any time legally available for the payment of distributions on Interests of any Series; (b) the amount of paid in surplus, net assets, other surplus, annual or other cash flow, funds from operations, net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged); (c) any interpretation of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of any Series; (d) the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by any Series or of any Interests; (e) the number of Units Interests within a Series; (f) any matter relating to the acquisition, holding, managing, holding and disposition of any assets, including Series Assets, assets by any Series; (g) the evaluation of any competing interests among the Series and the resolution of any conflicts of interests among the Series; (h) each of the matters set forth in Section 5.15.1(a) through Section 5.1(y); or (i) any other matter relating to the business and affairs of the Company, any Series, Company or any Series Asset, or required or permitted by applicable law, this Agreement or otherwise to be determined by the Manager.

Determinations by the Manager. In furtherance of the authority granted to the Manager pursuant to Section 5.1 of this Agreement, the determination as to any of the following matters, made in good faith by or pursuant to the direction of the Manager in a manner not inconsistent consistent with this Agreement, shall be final and conclusive and shall be binding upon the Company and each Series and every holder of Interests: (a) the amount of Free Cash Flow of any Series for any period and the amount of assets at any time legally available for the payment of distributions on Interests of any Series; (b) the amount of paid in surplus, net assets, other surplus, annual or other cash flow, funds from operations, net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged); (c) any interpretation of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of any Series; (d) the fair valuevalue (including without limitation the NAV), or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by any Series or of any Interests; (e) the number of Units Interests within a Series; (f) any matter relating to the acquisition, holding, managing, holding and disposition of any assets, including Series Assets, assets by any Series; (g) the evaluation of any competing interests among the Series and the resolution of any conflicts of interests among the Series; (h) each of the matters set forth in Section 5.15.1(a) through Section 5.1(y); or (i) any other matter relating to the business and affairs of the Company, any Series, Company or any Series Asset, or required or permitted by applicable law, this Agreement or otherwise to be determined by the Manager.