Common use of Duties of Officers Generally Clause in Contracts

Duties of Officers Generally. Under the direction of and, at all times, subject to the authority of the Board, the officers shall have the discretion to manage the day-to-day business, operations and affairs of the Company in the ordinary course of its business, to make all decisions, except those expressly reserved or requiring the approval of the Board hereunder, affecting the day-to-day business, operations and affairs of the Company in the ordinary course of its business and to take all such actions as they deem necessary or appropriate to accomplish the foregoing, in each case, unless the Board shall have previously restricted (specifically or generally) such powers. In addition, the officers shall have such other powers and duties as may be prescribed by the Board or this Agreement. Subject to the supervision and direction of the Board, the Chief Executive Officer shall have the power and authority to delegate to any agents or employees of the Company rights and powers of officers of the Company to manage and control the day-to-day business, operations and affairs of the Company in the ordinary course of its business, as the Chief Executive Officer may deem appropriate from time to time, in each case, unless the Board shall have previously restricted (specifically or generally) such powers. Notwithstanding the foregoing, without limiting the rights and powers of the Board or any other approval right herein granted to the holders of Preferred Units, no officer shall enter into or consummate any of the following transactions without the prior approval of the Board (or a duly authorized committee thereof): (i) any material transaction outside of the ordinary course of the Company’s business consistent with past practice, unless such transaction is provided for within the then current operating budget approved by the Board or obligates the Company for an amount not in excess of $100,000; (ii) the issuance of any Units or other security of the Company, including any security convertible into any security, other than the grant by the Board or the Compensation Committee (or its designee) of Units to employees in connection with their services to the Company under any plan approved by the Board; (iii) any sale of any material portion of the Company’s assets (whether by asset purchase, stock purchase, merger or otherwise), except in the ordinary course of the Company’s business; (iv) declare or pay any dividend or make any other distributions in respect of any Units (other than required tax distributions hereunder, or other distributions required hereunder in respect of the Preferred Units); (v) redeem or purchase or otherwise acquire any Units, other than repurchases from officers, Managers, consultants or other persons who performed services for the Company in connection with the cessation of such employment or service for an amount not in excess of $50,000 individually, or $250,000 in the aggregate; (vi) incur any indebtedness for borrowed money in excess of $100,000 individually or $250,000 in the aggregate (other than purchase money indebtedness); (vii) approve any material deviation from the then current operating budget as approved by the Board; (viii) any sale of assets in excess of $100,000 in the aggregate outside of the ordinary course of the business; or (ix) any other acts requiring the consent or approval of the Board under this Agreement.

Duties of Officers Generally. Under Subject to the terms of any Officer Employment Agreement, under the direction of and, at all times, subject to the authority of the Board, the officers shall have the full and complete discretion to manage and control the day-to-day to day business, operations and affairs of the Company Partnership in the ordinary course of its business, to make all decisions, except those expressly reserved or requiring the approval of the Board hereunder, decisions affecting the day-to-day to day business, operations and affairs of the Company Partnership in the ordinary course of its business and to take all such actions as they deem necessary or appropriate to accomplish the foregoing, in each case, unless the Board shall have previously restricted (specifically or generally) such powers. In addition, the officers shall have such other powers and duties as may be prescribed by the Board Board, this Agreement or this such officer’s Officer Employment Agreement. Subject to the supervision and direction of the Board, the The Chief Executive Officer and the President shall have the power and authority to delegate to any agents or employees of the Company Partnership rights and powers of officers of the Company Partnership to manage and control the day-to-day to day business, operations and affairs of the Company Partnership in the ordinary course of its business, as the Chief Executive Officer or the President may deem appropriate from time to time, in each case, unless the Board shall have previously restricted (specifically or generally) such powers. Notwithstanding anything contained herein to the foregoingcontrary, without limiting the rights and powers delegation to any officer of the Board or Partnership of any other approval right herein granted management powers over the business and affairs of the Partnership pursuant to the holders provisions of Preferred Units, no officer this Agreement shall enter into or consummate any not cause the General Partner to cease to be a general partner of the following transactions without the prior approval Partnership nor shall it cause such officer of the Board (or Partnership to be a duly authorized committee thereof): (i) any material transaction outside general partner of the ordinary course Partnership or to have or be subject to any liabilities of a general partner of the Company’s business consistent with past practice, unless such transaction is provided for Partnership that may be applicable. The officers of the Partnership shall constitute a committee within the then current operating budget approved by the Board or obligates the Company for an amount not in excess meaning of $100,000; (iiSection 17-307(b)(7) the issuance of any Units or other security of the Company, including any security convertible into any security, other than the grant by the Board or the Compensation Committee (or its designee) of Units to employees in connection with their services to the Company under any plan approved by the Board; (iii) any sale of any material portion of the Company’s assets (whether by asset purchase, stock purchase, merger or otherwise), except in the ordinary course of the Company’s business; (iv) declare or pay any dividend or make any other distributions in respect of any Units (other than required tax distributions hereunder, or other distributions required hereunder in respect of the Preferred Units); (v) redeem or purchase or otherwise acquire any Units, other than repurchases from officers, Managers, consultants or other persons who performed services for the Company in connection with the cessation of such employment or service for an amount not in excess of $50,000 individually, or $250,000 in the aggregate; (vi) incur any indebtedness for borrowed money in excess of $100,000 individually or $250,000 in the aggregate (other than purchase money indebtedness); (vii) approve any material deviation from the then current operating budget as approved by the Board; (viii) any sale of assets in excess of $100,000 in the aggregate outside of the ordinary course of the business; or (ix) any other acts requiring the consent or approval of the Board under this AgreementDelaware LP Act.

Duties of Officers Generally. Under the direction of and, at all times, subject to the authority of the Board, the officers shall have the full and complete discretion to manage and control the day-to-day business, operations and affairs of the Company Partnership in the ordinary course of its business, to make all decisions, except those expressly reserved or requiring the approval of the Board hereunder, decisions affecting the day-to-day business, operations and affairs of the Company Partnership in the ordinary course of its business and to take all such actions as they deem necessary or appropriate to accomplish the foregoing, in each case, unless and notwithstanding anything to the contrary in this Agreement: (i) the Board shall have previously restricted (specifically or generally) such powers; or (ii) the authority to take any action or not take any action is vested by this Agreement specifically in the AS Partners or the TowerBrook Partners, as applicable. In addition, the officers shall have such other powers and duties as may be prescribed by the Board or this Agreement. Subject to the supervision and direction of the Board, the Chief Executive Officer this Agreement or such officer’s employment agreement, if any. The President shall have the power and authority to delegate to any agents or employees of the Company Partnership rights and powers of officers of the Company Partnership to manage and control the day-to-day business, operations and affairs of the Company Partnership in the ordinary course of its business, as the Chief Executive Officer President may deem appropriate from time to time, in each case, unless (i) the Board shall have previously restricted (specifically or generally) such powers. Notwithstanding the foregoing, without limiting the rights and powers of the Board ; or any other approval right herein granted to the holders of Preferred Units, no officer shall enter into or consummate any of the following transactions without the prior approval of the Board (or a duly authorized committee thereof): (i) any material transaction outside of the ordinary course of the Company’s business consistent with past practice, unless such transaction is provided for within the then current operating budget approved by the Board or obligates the Company for an amount not in excess of $100,000; (ii) the issuance authority to take any action or not take any action is vested by this Agreement specifically in the AS Partners or the TowerBrook Partners, as applicable. Notwithstanding anything contained herein to the contrary, the delegation to any officer of the Partnership of any Units or other security management powers over the business and affairs of the Company, including Partnership pursuant to the provisions of this Agreement shall not cause the General Partner to cease to be a general partner of the Partnership nor shall it cause such officer of the Partnership to be a general partner of the Partnership or to have or be subject to any security convertible into any security, other than liabilities of a general partner of the grant by Partnership that may be applicable. The Partners intend that the Board or officers of the Compensation Committee (or its designeePartnership shall constitute a committee of the Partnership within the meaning of Section 17-307(b)(7) of Units to employees in connection with their services to the Company under any plan approved by the Board; (iii) any sale of any material portion of the Company’s assets (whether by asset purchase, stock purchase, merger or otherwise), except in the ordinary course of the Company’s business; (iv) declare or pay any dividend or make any other distributions in respect of any Units (other than required tax distributions hereunder, or other distributions required hereunder in respect of the Preferred Units); (v) redeem or purchase or otherwise acquire any Units, other than repurchases from officers, Managers, consultants or other persons who performed services for the Company in connection with the cessation of such employment or service for an amount not in excess of $50,000 individually, or $250,000 in the aggregate; (vi) incur any indebtedness for borrowed money in excess of $100,000 individually or $250,000 in the aggregate (other than purchase money indebtedness); (vii) approve any material deviation from the then current operating budget as approved by the Board; (viii) any sale of assets in excess of $100,000 in the aggregate outside of the ordinary course of the business; or (ix) any other acts requiring the consent or approval of the Board under this AgreementAct.

Duties of Officers Generally. Under (i) Subject to the terms of any Officer Employment Agreement, under the direction of and, at all times, subject to the authority of the BoardSeries Board of the applicable Series, the officers of a Series shall have the full and complete discretion to manage and control the day-to-day to day business, operations and affairs of the Company such Series in the ordinary course of its business, to make all decisions, except those expressly reserved or requiring the approval of the Board hereunder, decisions affecting the day-to-day to day business, operations and affairs of the Company such Series in the ordinary course of its business and to take all such actions as they deem necessary or appropriate to accomplish the foregoing, in each case, unless the Series Board of such Series shall have previously restricted (specifically or generally) such powers. In addition, the officers of a Series shall have such other powers and duties as may be prescribed by the Series Board of such Series, this Agreement, or such officer’s Officer Employment Agreement. The Chief Executive Officer and the President of a Series shall have the power and authority to delegate to any agents or employees of such Series any rights and powers of officers of such Series to manage and control the day-to-day business, operations and affairs of such Series in the ordinary course of its business, as the Chief Executive Officer or the President of such Series may deem appropriate from time to time, in each case, unless the Series Board of such Series shall have previously restricted (specifically or generally) such powers. Notwithstanding anything contained herein to the contrary, the delegation to any officer of a Series of any management powers over the business and affairs of such Series pursuant to the provisions of this Agreement shall not cause the General Partner to cease to be the general partner of the Partnership, nor shall it cause such officer of such Series to be a general partner of such Series, any other Series, or the Partnership or to have or be subject to any liabilities of a general partner of such Series, any other Series, or the Partnership that may be applicable. The officers of each Series shall constitute a committee within the meaning of Section 17-307(b)(7) of the Delaware LP Act. (ii) Subject to the terms of any Officer Employment Agreement, under the direction of and, at all times, subject to the authority of the Partnership Board, the officers of the Partnership shall have full and complete discretion to manage and control the day to day business, operations and affairs of the Partnership in the ordinary course of its business, to make all decisions affecting the day to day business, operations and affairs of the Partnership in the ordinary course of its business and to take all such actions as they deem necessary or appropriate to accomplish the foregoing, in each case, unless the Partnership Board shall have previously restricted (specifically or generally) such powers. In addition, the officers of the Partnership shall have such other powers and duties as may be prescribed by the Board or Partnership Board, this Agreement, or such officer’s Officer Employment Agreement. Subject to the supervision and direction of the Board, the The Chief Executive Officer and the President of the Partnership shall have the power and authority to delegate to any agents or employees of the Company Partnership any rights and powers of officers of the Company Partnership to manage and control the day-to-day business, operations and affairs of the Company Partnership in the ordinary course of its business, as the Chief Executive Officer or the President may deem appropriate from time to time, in each case, unless the Partnership Board shall have previously restricted (specifically or generally) such powers. Notwithstanding anything contained herein to the foregoingcontrary, without limiting the rights and powers delegation to any officer of the Board or Partnership of any other approval right herein granted management powers over the business and affairs of the Partnership pursuant to the holders provisions of Preferred Units, no officer this Agreement shall enter into or consummate any not cause the General Partner to cease to be the general partner of the following transactions without the prior approval Partnership, nor shall it cause such officer of the Board (Partnership to be a general partner of any Series or a duly authorized committee thereof): (i) any material transaction outside of the ordinary course Partnership or to have or be subject to any liabilities of a general partner of any Series or the Partnership that may be applicable. The officers of the Company’s business consistent with past practice, unless such transaction is provided for Partnership shall constitute a committee within the then current operating budget approved by the Board or obligates the Company for an amount not in excess meaning of $100,000; (iiSection 17-307(b)(7) the issuance of any Units or other security of the Company, including any security convertible into any security, other than the grant by the Board or the Compensation Committee (or its designee) of Units to employees in connection with their services to the Company under any plan approved by the Board; (iii) any sale of any material portion of the Company’s assets (whether by asset purchase, stock purchase, merger or otherwise), except in the ordinary course of the Company’s business; (iv) declare or pay any dividend or make any other distributions in respect of any Units (other than required tax distributions hereunder, or other distributions required hereunder in respect of the Preferred Units); (v) redeem or purchase or otherwise acquire any Units, other than repurchases from officers, Managers, consultants or other persons who performed services for the Company in connection with the cessation of such employment or service for an amount not in excess of $50,000 individually, or $250,000 in the aggregate; (vi) incur any indebtedness for borrowed money in excess of $100,000 individually or $250,000 in the aggregate (other than purchase money indebtedness); (vii) approve any material deviation from the then current operating budget as approved by the Board; (viii) any sale of assets in excess of $100,000 in the aggregate outside of the ordinary course of the business; or (ix) any other acts requiring the consent or approval of the Board under this AgreementDelaware LP Act.

Duties of Officers Generally. Under Subject to the terms of any Officer Employment Agreement, under the direction of and, at all times, subject to the authority of the Board, the officers shall have the full and complete discretion to manage and control the day-to-day business, operations and affairs of the Company Partnership in the ordinary course of its business, to make all decisions, except those expressly reserved or requiring the approval of the Board hereunder, decisions affecting the day-to-day business, operations and affairs of the Company Partnership in the ordinary course of its business and to take all such actions as they deem necessary or appropriate to accomplish the foregoing, in each case, unless the Board shall have previously restricted (specifically or generally) such powers. In addition, the officers shall have such other powers and duties as may be prescribed by the Board Board, this Agreement or this such officer’s Officer Employment Agreement. Subject to the supervision and direction of the Board, the The Chief Executive Officer and the President shall have the power and authority to delegate to any agents or employees of the Company Partnership rights and powers of officers of the Company Partnership to manage and control the day-to-day business, operations and affairs of the Company Partnership in the ordinary course of its business, as the Chief Executive Officer or the President may deem appropriate from time to time, in each case, unless the Board shall have previously restricted (specifically or generally) such powers. Notwithstanding anything contained herein to the foregoingcontrary, without limiting the rights and powers delegation to any officer of the Board or Partnership of any other approval right herein granted management powers over the business and affairs of the Partnership pursuant to the holders provisions of Preferred Units, no officer this Agreement shall enter into or consummate any not cause the General Partner to cease to be a general partner of the following transactions without the prior approval Partnership nor shall it cause such officer of the Board (or Partnership to be a duly authorized committee thereof): (i) any material transaction outside general partner of the ordinary course Partnership or to have or be subject to any liabilities of a general partner of the Company’s business consistent with past practice, unless such transaction is provided for Partnership that may be applicable. The officers of the Partnership shall constitute a committee within the then current operating budget approved by the Board or obligates the Company for an amount not in excess meaning of $100,000; (iiSection 17-307(b)(7) the issuance of any Units or other security of the Company, including any security convertible into any security, other than the grant by the Board or the Compensation Committee (or its designee) of Units to employees in connection with their services to the Company under any plan approved by the Board; (iii) any sale of any material portion of the Company’s assets (whether by asset purchase, stock purchase, merger or otherwise), except in the ordinary course of the Company’s business; (iv) declare or pay any dividend or make any other distributions in respect of any Units (other than required tax distributions hereunder, or other distributions required hereunder in respect of the Preferred Units); (v) redeem or purchase or otherwise acquire any Units, other than repurchases from officers, Managers, consultants or other persons who performed services for the Company in connection with the cessation of such employment or service for an amount not in excess of $50,000 individually, or $250,000 in the aggregate; (vi) incur any indebtedness for borrowed money in excess of $100,000 individually or $250,000 in the aggregate (other than purchase money indebtedness); (vii) approve any material deviation from the then current operating budget as approved by the Board; (viii) any sale of assets in excess of $100,000 in the aggregate outside of the ordinary course of the business; or (ix) any other acts requiring the consent or approval of the Board under this AgreementDelaware LP Act.

Duties of Officers Generally. Under the direction of and, at all times, subject to the authority of the Board_______________, the officers shall have the discretion to manage the day-to-day business, operations and affairs of the Company in the ordinary course of its business, to make all decisions, except those expressly reserved or requiring the approval of the Board _______________ hereunder, affecting the day-to-day business, operations and affairs of the Company in the ordinary course of its business and to take all such actions as they deem necessary or appropriate to accomplish the foregoing, in each case, unless the Board _______________ shall have previously restricted (specifically or generally) such powers. In addition, the officers shall have such other powers and duties as may be prescribed by the Board _______________ or this Agreement. Subject to the supervision and direction of the Board, the Chief Executive Officer The President shall have the power and authority to delegate to any agents or employees of the Company rights and powers of officers of the Company to manage and control the day-to-day business, operations and affairs of the Company in the ordinary course of its business, as the Chief Executive Officer President may deem appropriate from time to time, in each case, unless the Board _______________ shall have previously restricted (specifically or generally) such powers. Notwithstanding the foregoing, without limiting the rights and powers of the Board or any other approval right herein granted to the holders of Preferred Units, no officer shall enter into or consummate any of the following transactions without the prior approval of the Board (or a duly authorized committee thereof): _______________: (i) any material transaction outside of the ordinary course of the Company’s business consistent with past practice, unless such transaction is provided for within the then current operating budget approved by the Board or obligates the Company for an amount not in excess of $100,000; (ii) the issuance of any Units or other security of the Company, ; including any security convertible into any security, other than the grant by the Board or the Compensation Committee (or its designee) of Units to employees in connection with their services to the Company under any plan approved by the Board; (iii) any sale of any material portion of the Company’s assets (whether by asset purchase, stock purchase, merger or otherwise), except in the ordinary course of the Company’s business; (iv) declare or pay any dividend or make any other distributions in respect of any Units (other than required tax distributions hereunder, or other distributions required hereunder in respect of the Preferred Units); (v) redeem or purchase or otherwise acquire any Units, other than repurchases from officers, Managers, consultants or other persons who performed services for the Company in connection with the cessation of such employment or service for an amount not in excess of $50,000 individually, or $250,000 in the aggregate; (vi) incur any liabilities, obligations, including guarantees, or indebtedness for borrowed money in excess of $100,000 individually 25,000 individually, or $250,000 as otherwise expressly provided in the aggregate (other than purchase money indebtedness)Company’s employment agreement with the President of the Company; (vii) approve any material deviation from the then current operating budget as approved by the Board; (viii) any sale of assets in excess of $100,000 in the aggregate outside of the ordinary course of the business_______________; or (ixviii) any other acts requiring the consent or approval of the Board _______________ under this Agreement.

Duties of Officers Generally. Under the direction of and, at all times, subject to the authority of the Board_______________, the officers shall have the discretion to manage the day-to-day business, operations and affairs of the Company in the ordinary course of its business, to make all decisions, except those expressly reserved or requiring the approval of the Board _______________ hereunder, affecting the day-to-day business, operations and affairs of the Company in the ordinary course of its business and to take all such actions as they deem necessary or appropriate to accomplish the foregoing, in each case, unless the Board _______________ shall have previously restricted (specifically or generally) such powers. In addition, the officers shall have such other powers and duties as may be prescribed by the Board _______________ or this Agreement. Subject to the supervision and direction of the Board, the Chief Executive Officer The President shall have the power and authority to delegate to any agents or employees of the Company rights and powers of officers of the Company to manage and control the day-to-day business, operations and affairs of the Company in the ordinary course of its business, as the Chief Executive Officer President may deem appropriate from time to time, in each case, unless the Board _______________ shall have previously restricted (specifically or generally) such powers. Notwithstanding the foregoing, without limiting the rights and powers of the Board or any other approval right herein granted to the holders of Preferred Units, no officer shall enter into or consummate any of the following transactions without the prior approval of the Board (or a duly authorized committee thereof): ________________: (i) any material transaction outside of the ordinary course of the Company’s business consistent with past practice, unless such transaction is provided for within the then current operating budget approved by the Board or obligates the Company for an amount not in excess of $100,000; (ii) the issuance of any Units or other security of the Company, ; including any security convertible into any security, other than the grant by the Board or the Compensation Committee (or its designee) of Units to employees in connection with their services to the Company under any plan approved by the Board; (iii) any sale of any material portion of the Company’s assets (whether by asset purchase, stock purchase, merger or otherwise), except in the ordinary course of the Company’s business; (iv) declare or pay any dividend or make any other distributions in respect of any Units (other than required tax distributions hereunder, or other distributions required hereunder in respect of the Preferred Units); (v) redeem or purchase or otherwise acquire any Units, other than repurchases from officers, Managers, consultants or other persons who performed services for the Company in connection with the cessation of such employment or service for an amount not in excess of $50,000 individually, or $250,000 in the aggregate; (vi) incur any liabilities, obligations, including guarantees, or indebtedness for borrowed money in excess of $100,000 individually 25,000 individually, or $250,000 as otherwise expressly provided in the aggregate (other than purchase money indebtedness)Company’s employment agreement with the President of the Company; (vii) approve any material deviation from the then current operating budget as approved by the Board; (viii) any sale of assets in excess of $100,000 in the aggregate outside of the ordinary course of the business_______________; or (ixviii) any other acts requiring the consent or approval of the Board _______________ under this Agreement.

Duties of Officers Generally. Under Subject to the terms of any Officer Employment Agreement, under the direction of and, at all times, subject to the authority of the BoardSeries Board of the applicable Series, the officers of a Series shall have the full and complete discretion to manage and control the day-to-day to day business, operations and affairs of the Company such Series in the ordinary course of its business, to make all decisions, except those expressly reserved or requiring the approval of the Board hereunder, decisions affecting the day-to-day to day business, operations and affairs of the Company such Series in the ordinary course of its business and to take all such actions as they deem necessary or appropriate to accomplish the foregoing, in each case, unless the Series Board of such Series shall have previously restricted (specifically or generally) such powers. In addition, the officers of a Series shall have such other powers and duties as may be prescribed by the Series Board or of such Series, this Agreement, or such officer’s Officer Employment Agreement. Subject to the supervision and direction of the Board, the The Chief Executive Officer and the President of a Series shall have the power and authority to delegate to any agents or employees of the Company such Series any rights and powers of officers of the Company such Series to manage and control the day-to-day business, operations and affairs of the Company such Series in the ordinary course of its business, as the Chief Executive Officer or the President may deem appropriate from time to time, in each case, unless the Series Board of such Series shall have previously restricted (specifically or generally) such powers. Notwithstanding anything contained herein to the foregoingcontrary, without limiting the rights delegation to any officer of a Series of any management powers over the business and powers affairs of such Series pursuant to the provisions of this Agreement shall not cause the General Partner of such Series to cease to be a general partner of such Series, nor shall it cause such officer of such Series to be a general partner of such Series, any other Series, or the Partnership or to have or be subject to any liabilities of a general partner of such Series, any other Series, or the Partnership that may be applicable. The officers of each Series shall constitute a committee within the meaning of Section 17-307(b)(7) of the Board or any other approval right herein granted to the holders of Preferred Units, no officer shall enter into or consummate any of the following transactions without the prior approval of the Board (or a duly authorized committee thereof): (i) any material transaction outside of the ordinary course of the Company’s business consistent with past practice, unless such transaction is provided for within the then current operating budget approved by the Board or obligates the Company for an amount not in excess of $100,000; (ii) the issuance of any Units or other security of the Company, including any security convertible into any security, other than the grant by the Board or the Compensation Committee (or its designee) of Units to employees in connection with their services to the Company under any plan approved by the Board; (iii) any sale of any material portion of the Company’s assets (whether by asset purchase, stock purchase, merger or otherwise), except in the ordinary course of the Company’s business; (iv) declare or pay any dividend or make any other distributions in respect of any Units (other than required tax distributions hereunder, or other distributions required hereunder in respect of the Preferred Units); (v) redeem or purchase or otherwise acquire any Units, other than repurchases from officers, Managers, consultants or other persons who performed services for the Company in connection with the cessation of such employment or service for an amount not in excess of $50,000 individually, or $250,000 in the aggregate; (vi) incur any indebtedness for borrowed money in excess of $100,000 individually or $250,000 in the aggregate (other than purchase money indebtedness); (vii) approve any material deviation from the then current operating budget as approved by the Board; (viii) any sale of assets in excess of $100,000 in the aggregate outside of the ordinary course of the business; or (ix) any other acts requiring the consent or approval of the Board under this AgreementDelaware LP Act.

Duties of Officers Generally. Under the direction of and, at all times, subject to the authority of the BoardMember or Manager , the officers shall have the discretion to manage the day-to-day business, operations and affairs of the Company in the ordinary course of its business, to make all decisions, except those expressly reserved or requiring the approval of the Board Member or Manager hereunder, affecting the day-to-day business, operations and affairs of the Company in the ordinary course of its business and to take all such actions as they deem necessary or appropriate to accomplish the foregoing, in each case, unless the Board Member or Manager shall have previously restricted (specifically or generally) such powers. In addition, the officers shall have such other powers and duties as may be prescribed by the Board Member or Manager or this Agreement. Subject to the supervision and direction of the Board, the Chief Executive Officer The President shall have the power and authority to delegate to any agents or employees of the Company rights and powers of officers of the Company to manage and control the day-to-day business, operations and affairs of the Company in the ordinary course of its business, as the Chief Executive Officer President may deem appropriate from time to time, in each case, unless the Board Member or Manager shall have previously restricted (specifically or generally) such powers. Notwithstanding the foregoing, without limiting the rights and powers of the Board or any other approval right herein granted to the holders of Preferred Units, no officer shall enter into or consummate any of the following transactions without the prior approval of the Board (Member or a duly authorized committee thereof): Manager : (i) any material transaction outside of the ordinary course of the Company’s business consistent with past practice, unless such transaction is provided for within the then current operating budget approved by the Board or obligates the Company for an amount not in excess of $100,000; (ii) the issuance of any Units or other security of the Company, ; including any security convertible into any security, other than the grant by the Board or the Compensation Committee (or its designee) of Units to employees in connection with their services to the Company under any plan approved by the Board; (iii) any sale of any material portion of the Company’s assets (whether by asset purchase, stock purchase, merger or otherwise), except in the ordinary course of the Company’s business; (iv) declare or pay any dividend or make any other distributions in respect of any Units (other than required tax distributions hereunder, or other distributions required hereunder in respect of the Preferred Units); (v) redeem or purchase or otherwise acquire any Units, other than repurchases from officers, Managers, consultants or other persons who performed services for the Company in connection with the cessation of such employment or service for an amount not in excess of $50,000 individually, or $250,000 in the aggregate; (vi) incur any liabilities, obligations, including guarantees, or indebtedness for borrowed money in excess of $100,000 individually 25,000 individually, or $250,000 as otherwise expressly provided in the aggregate (other than purchase money indebtedness)Company’s employment agreement with the President of the Company; (vii) approve any material deviation from the then current operating budget as approved by the Board; (viii) any sale of assets in excess of $100,000 in the aggregate outside of the ordinary course of the business; Member or (ix) any other acts requiring the consent or approval of the Board Manager under this Agreement.