Common use of Management and Control Clause in Contracts

Management and Control. (a) The business and affairs of the Company shall be managed by Springleaf (the “Managing Member”), which shall have the exclusive power and authority, on behalf of the Company, to take any action of any kind not inconsistent with the provisions of this Agreement and to do anything and everything it deems necessary or appropriate to carry on the business and purposes of the Company; provided, that the Managing Member shall have the power and authority to delegate any such matters to any Affiliate or third party or parties selected by the Managing Member with reasonable care; provided further, that no delegation by the Managing Member of any of its duties hereunder shall relieve the Managing Member of any of its duties hereunder nor relieve the Managing Member of any liability with respect to the performance of such duties (but only to the extent the Managing Member would otherwise be liable hereunder). The Company shall reimburse the Managing Member or its Affiliates for any third party fees or expenses payable by the Managing Member or its Affiliates to its independent contractors providing services to the Company. Subject to Section 3.2 and Section 3.5, the Managing Member shall have, and is hereby granted, full and complete power, authority and discretion to take such action for and on behalf of the Company, and in its name, as the Managing Member deems necessary or appropriate to carry out the purposes for which the Company has been organized. The Managing Member shall be reasonably available to the Members for the purpose of responding to reasonable information requests of, and communicating with, such Members. The Managing Member shall devote so much of its time to the affairs of the Company as in its judgment the conduct of the Company shall reasonably require. Subject to Section 3.2(a), the Managing Member shall have the authority to cause the Company or the Company Trust to incur any Indebtedness or issue any Additional Interests, and the Managing Member shall not be required to offer any Member the right to participate in any such issuance. (b) At any time upon 30 days’ prior written notice to the Company and the Members, the Members holding an aggregate Membership Percentage greater than 50% may remove Springleaf (or any successor Member) as Managing Member, subject to the appointment of a successor to the Managing Member (the “Successor Managing Member”), which Successor Managing Member accepts and agrees to be bound as the Managing Member hereunder. (c) Newcastle and Blackstone shall have the right to approve the Managing Member’s engagement of any third party to perform financial reporting and tax preparation and reporting services for the Company, such approval not to be unreasonably withheld, conditioned or delayed.

Management and Control. (a) The Except as otherwise specifically set forth in this Agreement, including, without limitation, Sections 3.1(c), 3.2, 3.3, 3.4, 3.5 and 3.6, the Manager shall have the right, power and authority to conduct the business and affairs of the Company shall be managed by Springleaf (whether for the “Managing Member”)Company itself or where the Company is acting in its capacity as a direct or indirect member, which shall have partner or owner of any Subsidiary) and to do all things necessary to carry on the exclusive power and authority, on behalf business of the Company, and is hereby authorized to take any action of any kind not inconsistent and to do anything and everything the Manager deems necessary or appropriate in accordance with the provisions of this Agreement and to do anything and everything it deems necessary or appropriate to carry on the business and purposes of the Company; provided, that the Managing Member shall have the power and authority to delegate any such matters to any Affiliate or third party or parties selected by the Managing Member with reasonable care; provided further, that no delegation by the Managing Member of any of its duties hereunder shall relieve the Managing Member of any of its duties hereunder nor relieve the Managing Member of any liability with respect to the performance of such duties (but only to the extent the Managing Member would otherwise be liable hereunder)applicable law. The Company shall reimburse the Managing Member or its Affiliates for any third party fees or expenses payable by the Managing Member or its Affiliates to its independent contractors providing services to the Company. Subject to Section 3.2 and Section 3.5, the Managing Member shall have, and is hereby granted, full and complete power, authority and discretion to take such action for and on behalf of the Company, and in its name, as the Managing Member deems necessary or appropriate to carry out the purposes for which the Company has been organized. The Managing Member shall be reasonably available to the Members for the purpose of responding to reasonable information requests of, and communicating with, such Members. The Managing Member shall devote so much of its time to the affairs of the Company as in its judgment the conduct of the Company shall reasonably require. Subject to Section 3.2(a), the Managing Member Manager shall have the authority to cause carry out the Company or Business Plan approved by the Company Trust Management Committee for each Property subject to incur any Indebtedness or issue any Additional Interests, the limitations therein and in the Managing Member shall not be required to offer any Member the right to participate in any such issuanceApproved Budget. (b) At any time upon 30 days’ prior written notice As long as WCPT shall be the Manager, WCPT agrees to cause experienced and qualified personnel of WRP (or an Affiliate of WRP) to supervise the business of the Company and to devote such time to the Membersbusiness of the Company and its Subsidiaries as may be necessary to carry out the business and purpose of the Company and its Subsidiaries in a prudent and efficient manner. Prior to hiring or terminating any Executive Officer of WCPT, the Members holding an aggregate Membership Percentage greater than 50% may remove Springleaf WCPT must first obtain written consent of each of WHWEL and Whitehall XI (or any successor Member) as Managing Member, subject to the appointment of a successor to the Managing Member (the “Successor Managing Member”their respective Committee Representatives), which Successor Managing Member accepts consent shall not be unreasonably withheld or delayed; provided, however, that the consent of WHWEL and agrees to Whitehall XI (or their respective Committee Representatives) shall not be bound as the Managing Member hereunderrequired in connection with terminating an Executive Officer of WCPT who is also an Executive Officer of WRP. (c) Newcastle The Manager shall not, without the prior approval of the Management Committee, take any action on behalf of or in the name of the Company (whether for the Company itself or where the Company is acting in its capacity as a direct or indirect member, partner or owner of any Subsidiary), or enter into any commitment or obligation binding upon the Company, except for (i) actions authorized under this Agreement and Blackstone (ii) actions authorized by the Members or the Management Committee in the manner set forth herein. The Manager shall indemnify and hold harmless the Company, its Subsidiaries and the Members and their Affiliates from and against any and all claims, demands, losses, damages, liabilities, lawsuits and other proceedings, judgments and awards, and costs and expenses (including but not limited to reasonable attorneys' fees) arising, directly or indirectly, in whole or in part, out of any breach of the provisions of this Section 3.1(c) by the Manager or its Affiliates. (d) The Management Committee shall have the right full and exclusive right, power and authority to approve act on behalf of the Managing Member’s engagement Company (whether the Company is acting in its own behalf or in its capacity as a direct or indirect member, partner or owner of any third party Subsidiary) to perform financial reporting the extent provided herein, including, without limitation, Sections 3.4, 3.5 and tax preparation and reporting services for the Company, such approval not to be unreasonably withheld, conditioned or delayed3.7.

Management and Control. (a) The Except as otherwise specifically set forth in this Agreement, including, without limitation, Sections 3.1(c), 3.2, 3.3, 3.4, 3.5 and 3.6, the Manager shall have the right, power and authority to conduct the business and affairs of the Company shall be managed by Springleaf (whether for the “Managing Member”)Company itself or where the Company is acting in its capacity as a direct or indirect member, which shall have partner or owner of any Subsidiary) and to do all things necessary to carry on the exclusive power and authority, on behalf business of the Company, and is hereby authorized to take any action of any kind not inconsistent and to do anything and everything the Manager deems necessary or appropriate in accordance with the provisions of this Agreement and to do anything and everything it deems necessary or appropriate to carry on the business and purposes of the Company; provided, that the Managing Member shall have the power and authority to delegate any such matters to any Affiliate or third party or parties selected by the Managing Member with reasonable care; provided further, that no delegation by the Managing Member of any of its duties hereunder shall relieve the Managing Member of any of its duties hereunder nor relieve the Managing Member of any liability with respect to the performance of such duties (but only to the extent the Managing Member would otherwise be liable hereunder)applicable law. The Company shall reimburse the Managing Member or its Affiliates for any third party fees or expenses payable by the Managing Member or its Affiliates to its independent contractors providing services to the Company. Subject to Section 3.2 and Section 3.5, the Managing Member shall have, and is hereby granted, full and complete power, authority and discretion to take such action for and on behalf of the Company, and in its name, as the Managing Member deems necessary or appropriate to carry out the purposes for which the Company has been organized. The Managing Member shall be reasonably available to the Members for the purpose of responding to reasonable information requests of, and communicating with, such Members. The Managing Member shall devote so much of its time to the affairs of the Company as in its judgment the conduct of the Company shall reasonably require. Subject to Section 3.2(a), the Managing Member Manager shall have the authority to cause carry out the Company or Business Plan approved by the Company Trust Management Committee for each Property subject to incur any Indebtedness or issue any Additional Interests, the limitations therein and in the Managing Member shall not be required to offer any Member the right to participate in any such issuanceApproved Budget. (b) At any time upon 30 days’ prior written notice As long as WCPT shall be the Manager, WCPT agrees to cause experienced and qualified personnel of WCPT to supervise the business of the Company and the Members, the Members holding an aggregate Membership Percentage greater than 50% may remove Springleaf (or any successor Member) as Managing Member, subject to devote such time to the appointment business of the Company and its Subsidiaries as may be necessary to carry out the business and purpose of the Company and its Subsidiaries in a successor to the Managing Member (the “Successor Managing Member”), which Successor Managing Member accepts prudent and agrees to be bound as the Managing Member hereunderefficient manner. (c) Newcastle The Manager shall not, without the prior approval of the Management Committee, take any action on behalf of or in the name of the Company (whether for the Company itself or where the Company is acting in its capacity as a direct or indirect member, partner or owner of any Subsidiary), or enter into any commitment or obligation binding upon the Company, except for (i) actions authorized under this Agreement and Blackstone (ii) actions authorized by the Members or the Management Committee in the manner set forth herein. The Manager shall indemnify and hold harmless the Company, its Subsidiaries and the Members and their Affiliates from and against any and all claims, demands, losses, damages, liabilities, lawsuits and other proceedings, judgments and awards, and costs and expenses (including but not limited to reasonable attorneys' fees) arising, directly or indirectly, in whole or in part, out of any breach of the provisions of this Section 3.1(c) by the Manager or its Affiliates. (d) The Management Committee shall have the right full and exclusive right, power and authority to approve act on behalf of the Managing Member’s engagement Company (whether the Company is acting in its own behalf or in its capacity as a direct or indirect member, partner or owner of any third party Subsidiary) to perform financial reporting the extent provided herein, including, without limitation, Sections 3.4, 3.5 and tax preparation and reporting services for the Company, such approval not to be unreasonably withheld, conditioned or delayed3.7.

Management and Control. (a) The business and affairs of the Company shall be managed by Springleaf under the direction of the Board of Managers and such committees (each, a “Committee”) to which the “Managing Member”)Board of Managers may delegate power and authority pursuant to this Agreement. Without limiting the foregoing, which the Board of Managers shall (i) have the exclusive right, power and authorityauthority to conduct the business and affairs of the Company (whether for the Company itself or where the Company is acting in its capacity as a direct or indirect member, on behalf manager, partner or owner of any Subsidiary) and to do all things necessary to carry On the business of the Company, and (ii) be authorized to take any action of any kind not inconsistent and to do anything and everything the Board of Managers deems necessary or appropriate in accordance with the provisions of this Agreement and applicable law. Subject to do anything the provisions of this Agreement, the Board of Managers shall have all power and everything it deems necessary authority as is afforded to the managers of a limited liability company under the Act. Approval of or appropriate to carry action taken by the Board of Managers with Required Board Approval in accordance with terms of this Agreement shall constitute approval of, or action by, the Company and shall be binding on the business Company and purposes its Members. Except as may be expressly permitted pursuant to the terms of this Agreement, no act shall be taken, sum expended, decision made or obligation incurred by the Company; providedCompany (in its own behalf or in its capacity as a member, that manager, partner or other equity holder of any Subsidiary) or the Managing Board of Managers, unless and until the Required Board Approval shall have been obtained pursuant to and in accordance with this Agreement. No Member shall have the power and or authority to delegate any such matters to any Affiliate act for or third party or parties selected by the Managing Member with reasonable care; provided further, that no delegation by the Managing Member of any of its duties hereunder shall relieve the Managing Member of any of its duties hereunder nor relieve the Managing Member of any liability with respect to the performance of such duties (but only to the extent the Managing Member would otherwise be liable hereunder). The Company shall reimburse the Managing Member or its Affiliates for any third party fees or expenses payable by the Managing Member or its Affiliates to its independent contractors providing services to the Company. Subject to Section 3.2 and Section 3.5, the Managing Member shall have, and is hereby granted, full and complete power, authority and discretion to take such action for and on behalf of the Company, and in its name, Company except as the Managing Member deems necessary or appropriate to carry out the purposes for which the Company has been organizedmay otherwise expressly be set forth herein. The Managing Member shall be reasonably available provisions of this Agreement relating to the Members for management and control of the purpose of responding to reasonable information requests of, business and communicating with, such Members. The Managing Member shall devote so much of its time to the affairs of the Company as in its judgment shall also be construed to be fully applicable to the conduct management and control of the Company shall reasonably require. Subject to Section 3.2(a), the Managing Member shall have the authority to cause the Company or the Company Trust to incur any Indebtedness or issue any Additional Interests, and the Managing Member shall not be required to offer any Member the right to participate in any such issuanceeach Subsidiary. (b) At any time upon 30 days’ prior written notice Without limiting the provisions of Section 3.1 (a), the Board of Managers may delegate to the Chief Executive Officer and other Officers, such powers, authority, duties and responsibilities as it shall deem necessary or appropriate, as may be set forth in a written delegation of authority. Any person or entity dealing with the Company (and any Subsidiary) may conclusively presume that an Officer specified in such a written delegation of authority as having the Membersappropriate authority who executes agreements, instruments or other documents on behalf of the Members holding an aggregate Membership Percentage greater than 50% may remove Springleaf (Company or any successor Member) Subsidiary has the full power and authority to do so and each such document shall, for all purposes, be duly authorized, executed and delivered by the Company or Subsidiary, as Managing Memberapplicable, subject to the appointment of a successor to the Managing Member (the “Successor Managing Member”), which Successor Managing Member accepts and agrees to be bound as the Managing Member hereunderupon execution by such Officer. (c) Newcastle and Blackstone shall have the right to approve the Managing Member’s engagement of any third party to perform financial reporting and tax preparation and reporting services for the Company, such approval not to be unreasonably withheld, conditioned or delayed.

Management and Control. (a) The Except as otherwise specifically set forth in this Agreement, including, without limitation, Sections 3.1(c), 3.2, 3.3, 3.4, 3.5 and 3.6, the Manager shall have the right, power and authority to conduct the business and affairs of the Company shall be managed by Springleaf (whether for the “Managing Member”)Company itself or where the Company is acting in its capacity as a direct or indirect member, which shall have partner or owner of any Subsidiary) and to do all things necessary to carry on the exclusive power and authority, on behalf business of the Company, and is hereby authorized to take any action of any kind not inconsistent and to do anything and everything the Manager deems necessary or appropriate in accordance with the provisions of this Agreement and to do anything and everything it deems necessary or appropriate to carry on the business and purposes of the Company; provided, that the Managing Member shall have the power and authority to delegate any such matters to any Affiliate or third party or parties selected by the Managing Member with reasonable care; provided further, that no delegation by the Managing Member of any of its duties hereunder shall relieve the Managing Member of any of its duties hereunder nor relieve the Managing Member of any liability with respect to the performance of such duties (but only to the extent the Managing Member would otherwise be liable hereunder)applicable law. The Company shall reimburse the Managing Member or its Affiliates for any third party fees or expenses payable by the Managing Member or its Affiliates to its independent contractors providing services to the Company. Subject to Section 3.2 and Section 3.5, the Managing Member shall have, and is hereby granted, full and complete power, authority and discretion to take such action for and on behalf of the Company, and in its name, as the Managing Member deems necessary or appropriate to carry out the purposes for which the Company has been organized. The Managing Member shall be reasonably available to the Members for the purpose of responding to reasonable information requests of, and communicating with, such Members. The Managing Member shall devote so much of its time to the affairs of the Company as in its judgment the conduct of the Company shall reasonably require. Subject to Section 3.2(a), the Managing Member Manager shall have the authority to cause carry out the Company or Business Plan approved by the Company Trust Management Committee for each Property subject to incur any Indebtedness or issue any Additional Interests, the limitations therein and in the Managing Member shall not be required to offer any Member the right to participate in any such issuanceApproved Budget. (b) At any time upon 30 days’ prior written notice As long as WCPT shall be the Manager, WCPT agrees to cause experienced and qualified personnel of WRP (or an Affiliate of WRP) to supervise the business of the Company and the Members, the Members holding an aggregate Membership Percentage greater than 50% may remove Springleaf (or any successor Member) as Managing Member, subject to devote such time to the appointment business of the Company and its Subsidiaries as may be necessary to carry out the business and purpose of the Company and its Subsidiaries in a successor to the Managing Member (the “Successor Managing Member”), which Successor Managing Member accepts prudent and agrees to be bound as the Managing Member hereunderefficient manner. (c) Newcastle The Manager shall not, without the prior approval of the Management Committee, take any action on behalf of or in the name of the Company (whether for the Company itself or where the Company is acting in its capacity as a direct or indirect member, partner or owner of any Subsidiary), or enter into any commitment or obligation binding upon the Company, except for (i) actions authorized under this Agreement and Blackstone (ii) actions authorized by the Members or the Management Committee in the manner set forth herein. The Manager shall indemnify and hold harmless the Company, its Subsidiaries and the Members and their Affiliates from and against any and all claims, demands, losses, damages, liabilities, lawsuits and other proceedings, judgments and awards, and costs and expenses (including but not limited to reasonable attorneys' fees) arising, directly or indirectly, in whole or in part, out of any breach of the provisions of this Section 3.1(c) by the Manager or its Affiliates. (d) The Management Committee shall have the right full and exclusive right, power and authority to approve act on behalf of the Managing Member’s engagement Company (whether the Company is acting in its own behalf or in its capacity as a direct or indirect member, partner or owner of any third party Subsidiary) to perform financial reporting the extent provided herein, including, without limitation, Sections 3.4, 3.5 and tax preparation and reporting services for the Company, such approval not to be unreasonably withheld, conditioned or delayed3.7.

Management and Control. (a) The sole Member, in its capacity as such; (i) shall not participate in the management or control of the business of, or transact any business for or on behalf of, the Company; (ii) shall have no voting rights, except as specifically provided in this Agreement; and (iii) shall have no power to sign for or bind the Company. The Sole Member shall, however, have the approval rights expressly set forth elsewhere in this Agreement or specifically required by the Act. (b) Except as otherwise specifically provided in this Agreement, the Manager shall have full authority and responsibility and exclusive and complete discretion in the management, control, operation and disposition of the business and affairs assets of the Company for the purposes herein stated, shall make all decisions affecting the Company’s business and assets and shall have full, complete and exclusive discretion to take any and all actions that the Company is authorized to take and to make all decisions with respect thereto. The Manager may appoint a President, one or more Vice Presidents, a Treasurer and a Secretary and such other officers as the Manager shall deem appropriate, each of which officers may, to the extent provided by the Manager, have the powers attendant to a similar officer of a Delaware corporation. Except as otherwise provided by the Act, the Manager shall not be managed by Springleaf personally liable for any of the debts, liabilities, obligations or contracts of the Company, nor shall the Manager; in its capacity as such, be required to contribute or lend any funds to the Company. (c) Subject to the “Managing Member”)express provisions of this Agreement, which the Manager shall have the exclusive power and authority, authority to execute on behalf of the Company, as its authorized signatory, such agreements, contracts, instruments and other documents as it shall from time to take any action of any kind not inconsistent with the provisions of this Agreement time approve, such approval to be conclusively evidenced by its execution and to do anything and everything it deems necessary or appropriate to carry on the business and purposes of the Company; provided, that the Managing Member shall have the power and authority to delegate any such matters to any Affiliate or third party or parties selected by the Managing Member with reasonable care; provided further, that no delegation by the Managing Member delivery of any of its duties hereunder the foregoing, including, without limitation; (i) checks, drafts, notes and other negotiable instruments; (ii) deeds of trust and assignments of rights; (iii) contracts for the sale of assets or relating to consulting, advisory or management services, deeds, leases, assignments and bills of sale; and (iv) loan agreements, mortgages, security agreements, pledge agreements and financing statements. The signature of the Manager on any such instrument, agreement, contract, lease, conveyance or document, or upon any check, draft, note or other negotiable instrument, shall relieve be sufficient to bind the Managing Member Company in respect thereof and shall conclusively evidence the authority of the Manager with respect thereto, and no third person need look to the application of funds or authority to act or require the joinder or consent of any of its duties hereunder nor relieve the Managing Member of any liability with respect to the performance of such duties (but only to the extent the Managing Member would otherwise be liable hereunder). The Company shall reimburse the Managing Member or its Affiliates for any third party fees or expenses payable by the Managing Member or its Affiliates to its independent contractors providing services to the Company. Subject to Section 3.2 and Section 3.5, the Managing Member shall have, and is hereby granted, full and complete power, authority and discretion to take such action for and on behalf of the Company, and in its name, as the Managing Member deems necessary or appropriate to carry out the purposes for which the Company has been organized. The Managing Member shall be reasonably available to the Members for the purpose of responding to reasonable information requests of, and communicating with, such Members. The Managing Member shall devote so much of its time to the affairs of the Company as in its judgment the conduct of the Company shall reasonably require. Subject to Section 3.2(a), the Managing Member shall have the authority to cause the Company or the Company Trust to incur any Indebtedness or issue any Additional Interests, and the Managing Member shall not be required to offer any Member the right to participate in any such issuanceother party. (b) At any time upon 30 days’ prior written notice to the Company and the Members, the Members holding an aggregate Membership Percentage greater than 50% may remove Springleaf (or any successor Member) as Managing Member, subject to the appointment of a successor to the Managing Member (the “Successor Managing Member”), which Successor Managing Member accepts and agrees to be bound as the Managing Member hereunder. (c) Newcastle and Blackstone shall have the right to approve the Managing Member’s engagement of any third party to perform financial reporting and tax preparation and reporting services for the Company, such approval not to be unreasonably withheld, conditioned or delayed.

Management and Control. The management and control of the Company and of its business and the power to act for and bind the Company shall be vested exclusively in, and all matters and questions of policy and management shall be decided solely by a Board of Managers, comprised of persons appointed as provided herein (abeing referred to herein as the “Board of Managers” or the “Board” and the members thereof being referred to herein, collectively, as the “Managers” and, individually, as a “Manager”). Except as to matters the determination of which has been reserved to the Member(s) The hereunder, the Board shall have the authority to manage and direct the management of the business and affairs of the Company shall and to make all decisions to be managed made by Springleaf (the “Managing Member”), which shall have the exclusive power and authority, or on behalf of the Company, subject to take any action the Board’s authority to delegate powers and duties as set forth herein. The powers of any kind not inconsistent with the provisions Board of this Agreement Managers shall include all powers, statutory or otherwise, possessed by or permitted to managers of a limited liability company under the laws of the State of Delaware and to do anything the Board is authorized and everything it deems necessary or appropriate empowered on behalf and in the name of the Company, to carry on out all of the business objects and purposes of the Company and to perform all acts and enter into and perform all acts and other undertakings that it may in its sole discretion deem necessary or advisable in that regard, including the right to delegate powers and authorities to a committee established by the Board, to officers and employees of the Company and to subcontract such rights and authorities to third parties. Approval by, consent of or action taken by the Board in accordance with authority granted by or under this Agreement, or by the Member, as applicable, shall constitute approval or action by the Company and shall be binding on the Company; provided, that . A member of the Managing Member shall have Board acting individually in his or her capacity has the power and authority to delegate any such matters to any Affiliate act or third party or parties selected by bind the Managing Member with reasonable care; provided further, that no delegation by the Managing Member of any of its duties hereunder shall relieve the Managing Member of any of its duties hereunder nor relieve the Managing Member of any liability with respect to the performance of such duties (but only Company to the extent expressly authorized to do so by the Managing Member would otherwise be liable hereunder)Board. The Any Person dealing with the Company shall reimburse the Managing Member be entitled to rely on a certificate or its Affiliates for any third party fees or expenses payable writing signed by the Managing Member Managers, or its Affiliates to its independent contractors providing services to by the Member, as applicable, as the duly authorized action of the Company. Subject to Section 3.2 The Board may establish such other rules and Section 3.5, the Managing Member shall have, and is hereby granted, full and complete power, authority and discretion to take such action procedures for and on behalf of the Company, and in its name, deliberations as the Managing Member deems it may deem necessary or appropriate to carry out the purposes for which the Company has been organized. The Managing Member shall be reasonably available to the Members for the purpose of responding to reasonable information requests of, and communicating with, such Members. The Managing Member shall devote so much of its time to the affairs of the Company as in its judgment the conduct of the Company shall reasonably require. Subject to Section 3.2(a), the Managing Member shall have the authority to cause the Company or the Company Trust to incur any Indebtedness or issue any Additional Interests, and the Managing Member shall not be required to offer any Member the right to participate in any such issuancedesirable. (b) At any time upon 30 days’ prior written notice to the Company and the Members, the Members holding an aggregate Membership Percentage greater than 50% may remove Springleaf (or any successor Member) as Managing Member, subject to the appointment of a successor to the Managing Member (the “Successor Managing Member”), which Successor Managing Member accepts and agrees to be bound as the Managing Member hereunder. (c) Newcastle and Blackstone shall have the right to approve the Managing Member’s engagement of any third party to perform financial reporting and tax preparation and reporting services for the Company, such approval not to be unreasonably withheld, conditioned or delayed.

Management and Control. (a) The business and affairs of the Company shall be managed by Springleaf (the “Managing Member”), which shall have the exclusive power and authority, on behalf of the Company, to take any action of any kind not inconsistent with the provisions of this Agreement and to do anything and everything it deems necessary or appropriate to carry on the business and purposes of the Company; provided, that the Managing Member shall have the power and authority to delegate any such matters to any Affiliate or third party or parties selected by the Managing Member with reasonable care; provided further, that no delegation by the Managing Member of any of its duties hereunder shall relieve the Managing Member of any of its duties hereunder nor relieve the Managing Member of any liability with respect to the performance of such duties (but only to the extent the Managing Member would otherwise be liable hereunder). The Company shall reimburse the Managing Member or its Affiliates for any (i) third party fees or expenses payable by the Managing Member or its Affiliates to its independent contractors providing services to the CompanyCompany and (ii) allocated costs of internal fees and expenses, including, without limitation, allocated salary and overhead costs (which for the avoidance of doubt is subject to the cap set forth in Section 3.2(a)(v)). Subject to Section 3.2 and Section 3.5, the Managing Member shall have, and is hereby granted, full and complete power, authority and discretion to take such action for and on behalf of the Company, and in its name, as the Managing Member deems necessary or appropriate to carry out the purposes for which the Company has been organized. The Managing Member shall be reasonably available to the Members for the purpose of responding to reasonable information requests of, and communicating with, such Members. The Managing Member shall devote so much of its time to the affairs of the Company as in its judgment the conduct of the Company shall reasonably require. Subject to Section 3.2(a), the Managing Member shall have the authority to cause the Company or the Company Trust to incur any Indebtedness or issue any Additional Interests, and the Managing Member shall not be required to offer any Member the right to participate in any such issuance. (b) At any time upon 30 days’ prior written notice to the Company and the Members, the Members holding an aggregate Membership Percentage greater than 50% may remove Springleaf (or any successor Member) as Managing Member, subject to the appointment of a successor to the Managing Member (the “Successor Managing Member”), which Successor Managing Member accepts and agrees to be bound as the Managing Member hereunder. (c) Newcastle and Blackstone shall have the right to approve the Managing Member’s engagement of any third party to perform financial reporting and tax preparation and reporting services for the Company, such approval not to be unreasonably withheld, conditioned or delayed.

Management and Control. (a) The Subject only to the limitations hereafter set forth, the management of the Company and its business will rest exclusively with one (1) individual (the “Manager”), who will have all the rights and powers of the Company whether derived pursuant to the Act, the Certificate of Formation, this Agreement or conferred by law or are necessary, advisable or convenient in connection with the management of the business of the Company. (b) Until removed or replaced in accordance with the terms hereof, the Common Member will be the sole Manager. Except as otherwise provided in this Agreement or to the extent prohibited by applicable law, the Manager will (i) manage and control the Company and the Company’s business and affairs and will use reasonable efforts to carry out the business of the Company shall as set forth in this Agreement and (ii) have the ability to conduct the Company’s business in a manner as determined in the Manager’s sole discretion, consistent with Section 2.4, and be managed by Springleaf (empowered to bind the “Managing Company. The Manager will hold office until such Manager’s successor is appointed. It is not a requirement that a Manager be a Member”). In the event the Manager resigns, which then the Common Member shall have the exclusive power and authoritysole right to appoint a replacement Manager, on behalf provided that any replacement other than an Approved Replacement Manager shall require the prior written consent of the CompanyPreferred Member, subject to take Section 6.2(h). In addition, at any action of any kind not inconsistent with time and from time to time, the provisions of this Agreement and to do anything and everything it deems necessary or appropriate to carry on the business and purposes of the Company; provided, that the Managing Common Member shall have the power to remove and authority to delegate any replace the Manager by delivering written notice of such matters to any Affiliate or third party or parties selected by the Managing Member with reasonable care; provided further, that no delegation by the Managing Member of any of its duties hereunder shall relieve the Managing Member of any of its duties hereunder nor relieve the Managing Member of any liability with respect removal to the performance of such duties (but only to other Member, provided that any replacement other than an Approved Replacement Manager shall require the extent the Managing Member would otherwise be liable hereunder). The Company shall reimburse the Managing Member or its Affiliates for any third party fees or expenses payable by the Managing Member or its Affiliates to its independent contractors providing services to the Company. Subject to Section 3.2 and Section 3.5, the Managing Member shall have, and is hereby granted, full and complete power, authority and discretion to take such action for and on behalf prior written consent of the Company, and in its name, as the Managing Member deems necessary or appropriate to carry out the purposes for which the Company has been organized. The Managing Member shall be reasonably available to the Members for the purpose of responding to reasonable information requests of, and communicating with, such Members. The Managing Member shall devote so much of its time to the affairs of the Company as in its judgment the conduct of the Company shall reasonably require. Subject to Section 3.2(a), the Managing Member shall have the authority to cause the Company or the Company Trust to incur any Indebtedness or issue any Additional Interests, and the Managing Member shall not be required to offer any Member the right to participate in any such issuance. (b) At any time upon 30 days’ prior written notice to the Company and the Members, the Members holding an aggregate Membership Percentage greater than 50% may remove Springleaf (or any successor Member) as Managing Preferred Member, subject to the appointment of a successor to the Managing Member (the “Successor Managing Member”Section 6.2(h), which Successor Managing Member accepts and agrees to be bound as the Managing Member hereunder. (c) Newcastle Except as expressly provided in this Agreement or in the case of a Member acting as Manager, the Members will have no authority to act for or on behalf of the Company or to control the business of the Company. The Manager will, on request of the Members, provide copies of business plans, budgets and Blackstone shall other information prepared by the Manager in the ordinary course of the Manager’s operation of the Company. The Members agree to execute and deliver such instruments as might be required from time to time in the conduct of the Company’s business. (d) The Manager will cause the Company and each of its Subsidiaries to do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence and to comply in with all Legal Requirements applicable to the Company and its Subsidiaries, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect. (e) In connection with the right to approve conduct of the Managing Member’s engagement business of any third party to perform financial reporting and tax preparation and reporting services for the Company, such approval the Manager may, subject to Section 3.2(g), from time to time engage one or more Persons that are Affiliates of the Manager or the Common Member to perform services on behalf of the Company and/or its Subsidiaries, the costs of which shall be paid by the Company and/or its Subsidiaries and is not to be unreasonably withheld, conditioned or delayedincluded as part of the Overhead Reimbursement.

Management and Control. (a) The sole Member, in its capacity as such: (i) shall not participate in the management or control of the business of, or transact any business for or on behalf of, the Company; (ii) shall have no voting rights, except as specifically provided in this Agreement; and (iii) shall have no power to sign for or bind the Company. The Sole Member shall, however, have the approval rights expressly set forth elsewhere in this Agreement or specifically required by the Act. (b) Except as otherwise specifically provided in this Agreement, the Manager shall have full authority and responsibility and exclusive and complete discretion in the management, control, operation and disposition of the business and affairs assets of the Company for the purposes herein stated, shall make all decisions affecting the Company's business and assets and shall have full, complete and exclusive discretion to take any and all actions that the Company is authorized to take and to make all decisions with respect thereto. The Manager may appoint a President, one or more Vice Presidents, a Treasurer and a Secretary and such other officers as the Manager shall deem appropriate, each of which officers may, to the extent provided by the Manager, have the powers attendant to a similar officer of a Delaware corporation. Except as otherwise provided by the Act, the Manager shall not be managed by Springleaf personally 1iable for any of the debts, liabilities, obligations or contracts of the Company, nor shall the Manager, in its capacity as such, be required to contribute or lend any funds to the Company. (c) Subject to the “Managing Member”)express provisions of this Agreement, which the Manager shall have the exclusive power and authority, authority to execute on behalf of the Company, as its authorized signatory, such agreements, contracts, instruments and other documents as it shall from time to take any action of any kind not inconsistent with the provisions of this Agreement time approve, such approval to be conclusively evidenced by its execution and to do anything and everything it deems necessary or appropriate to carry on the business and purposes of the Company; provided, that the Managing Member shall have the power and authority to delegate any such matters to any Affiliate or third party or parties selected by the Managing Member with reasonable care; provided further, that no delegation by the Managing Member delivery of any of its duties hereunder the foregoing, including, without limitation: (i) checks, drafts, notes and other negotiable instruments; (ii) deeds of trust and assignments of rights; (iii) contracts for the sale of assets or relating to consulting, advisory or management services, deeds, leases, assignments and bills of sale; and (iv) loan agreements, mortgages, security agreements, pledge agreements and financing statements. The signature of the Manager on any such instrument, agreement, contract, lease, conveyance or document, or upon any check, draft, note or other negotiable instrument, shall relieve be sufficient to bind the Managing Member Company in respect thereof and shall conclusively evidence the authority of the Manager with respect thereto, and no third person need look to the application of funds or authority to act or require the joinder or consent of any of its duties hereunder nor relieve the Managing Member of any liability with respect to the performance of such duties (but only to the extent the Managing Member would otherwise be liable hereunder). The Company shall reimburse the Managing Member or its Affiliates for any third party fees or expenses payable by the Managing Member or its Affiliates to its independent contractors providing services to the Company. Subject to Section 3.2 and Section 3.5, the Managing Member shall have, and is hereby granted, full and complete power, authority and discretion to take such action for and on behalf of the Company, and in its name, as the Managing Member deems necessary or appropriate to carry out the purposes for which the Company has been organized. The Managing Member shall be reasonably available to the Members for the purpose of responding to reasonable information requests of, and communicating with, such Members. The Managing Member shall devote so much of its time to the affairs of the Company as in its judgment the conduct of the Company shall reasonably require. Subject to Section 3.2(a), the Managing Member shall have the authority to cause the Company or the Company Trust to incur any Indebtedness or issue any Additional Interests, and the Managing Member shall not be required to offer any Member the right to participate in any such issuanceother party. (b) At any time upon 30 days’ prior written notice to the Company and the Members, the Members holding an aggregate Membership Percentage greater than 50% may remove Springleaf (or any successor Member) as Managing Member, subject to the appointment of a successor to the Managing Member (the “Successor Managing Member”), which Successor Managing Member accepts and agrees to be bound as the Managing Member hereunder. (c) Newcastle and Blackstone shall have the right to approve the Managing Member’s engagement of any third party to perform financial reporting and tax preparation and reporting services for the Company, such approval not to be unreasonably withheld, conditioned or delayed.

Management and Control. (a) Subject to Section 8(b) below, the Company shall be managed exclusively by the Member. The Member shall have the right, power, authority and discretion acting alone to conduct the business and affairs of the Company shall be managed by Springleaf and to take any and all actions (the “Managing Member”)including, which shall have the exclusive power without limitation, executing, delivering and authority, performing on behalf of the CompanyCompany any and all agreements, to take instruments, certificates or other documents) and do any action of any kind not inconsistent with the provisions of this Agreement and to do anything and everything it deems necessary all things necessary, desirable, convenient or appropriate incidental to carry on the business and purposes of the Company; provided, that the Managing Member shall have the power and authority including, without limitation, (i) to delegate any such matters to any Affiliate or third party or parties selected by the Managing Member with reasonable care; provided further, that no delegation by the Managing Member incur debt on behalf of any of its duties hereunder shall relieve the Managing Member of any of its duties hereunder nor relieve the Managing Member of any liability with respect to the performance of such duties (but only to the extent the Managing Member would otherwise be liable hereunder). The Company shall reimburse the Managing Member or its Affiliates for any third party fees or expenses payable by the Managing Member or its Affiliates to its independent contractors providing services to the Company. Subject , (ii) to Section 3.2 and Section 3.5acquire or sell any assets of the Company, (iii) to provide indemnities or guaranties in the Managing Member shall have, and is hereby granted, full and complete power, authority and discretion to take such action for name and on behalf of the Company, (iv) to enter into, perform and in its name, as the Managing Member deems necessary or appropriate to carry out agreements, instruments, guaranties, indemnities, and contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Company, necessary to, in connection with, convenient to or incidental to the accomplishment of the purposes for which of the Company has been organized. The Managing Member shall be reasonably available Company, (v) to the Members take any and all actions necessary, desirable, convenient or incidental for the purpose of responding to reasonable information requests ofcarrying out or exercising any of the powers of the Company, and communicating with(vi) to take any and all other actions the Member deems necessary, such Members. The Managing Member desirable, convenient or incidental for the furtherance of the objects and purposes of the Company, and shall devote so much have and may exercise all of its time the powers and rights conferred upon a manager of a limited liability company formed pursuant to the affairs of the Company as in its judgment the conduct of the Company shall reasonably require. Subject to Section 3.2(a), the Managing Member shall have the authority to cause the Company or the Company Trust to incur any Indebtedness or issue any Additional Interests, and the Managing Member shall not be required to offer any Member the right to participate in any such issuanceAct. (b) At any time upon 30 days’ prior written notice The Member may appoint individuals with titles and duties as the Member may elect to act as officers on behalf of the Company. Xxxxxxx Xxxxx is hereby appointed as the first President and Chief Executive Officer of the Company. Xxxxxxx Xxxxxxx is hereby appointed as the first Chief Financial Officer, Treasurer and Secretary of the Company. Xx. Xxxxx XxXxxxxx and Xx. Xxxxxxx Xxxxxxxxx are appointed as the first Vice Presidents of the Company. Subject to the authority, direction, and oversight of the Member, such officers shall have authority over the general and active management of the affairs and business of the Company and the Membersmay sign bonds, the Members holding an aggregate Membership Percentage greater than 50% may remove Springleaf (or any successor Member) as Managing Memberdeeds, subject to the appointment of a successor to the Managing Member (the “Successor Managing Member”)contracts, which Successor Managing Member accepts promissory notes, investment agreements, and agrees to be bound as the Managing Member hereunder. (c) Newcastle and Blackstone shall have the right to approve the Managing Member’s engagement of any third party to perform financial reporting and tax preparation and reporting services membership unit certificates for the Company. The Member is not required to appoint any other officers of the Company, such approval and the failure to appoint one or more officers will not affect the valid existence of the Company. Each officer appointed by the Member will hold office until the officer’s successor is appointed by the Member or, if sooner, until the officer’s death, resignation, or removal from office. An officer may resign at any time by delivering a written notice of resignation to be unreasonably withheldthe Company. The Member may remove an officer from office at any time, conditioned with or delayedwithout cause, by delivering a written notice of removal to the officer.

Management and Control. (a) The sole Member, in its capacity as such: (i) shall not participate in the management or control of the business of, or transact any business for or on behalf of, the Company; (ii) shall have no voting rights, except as specifically provided in this Agreement; and (iii) shall have no power to sign for or bind the Company, The Sole Member shall, however, have the approval rights expressly set forth elsewhere in this Agreement or specifically required by the Act. (b) Except as otherwise specifically provided in this Agreement, the Manager shall have full authority and responsibility and exclusive and complete discretion in the management, control, operation and disposition of the business and affairs assets of the Company for the purposes herein stated, shall make all decisions affecting the Company’s business and assets and shall have full, complete and exclusive discretion to take any and all actions that the Company is authorized to take and to make all decisions with respect thereto. The Manager may appoint a President, one or more Vice Presidents, a Treasurer and a Secretary and such other officers as the Manager shall deem appropriate, each of which officers may, to the extent provided by the Manager, have the powers attendant to a similar officer of a Delaware corporation. Except as otherwise provided by the Act, the Manager shall not be managed by Springleaf personally liable for any of the debts, liabilities, obligations or contracts of the Company, nor shall the Manager, in its capacity as such, be required to contribute or lend any funds to the Company. (c) Subject to the “Managing Member”)express provisions of this Agreement, which the Manager shall have the exclusive power and authority, authority to execute on behalf of the Company, as its authorized signatory, such agreements, contracts, instruments and other documents a s it s hall from time to take any action of any kind not inconsistent with the provisions of this Agreement time approve, such approval to be conclusively evidenced by its execution and to do anything and everything it deems necessary or appropriate to carry on the business and purposes of the Company; provided, that the Managing Member shall have the power and authority to delegate any such matters to any Affiliate or third party or parties selected by the Managing Member with reasonable care; provided further, that no delegation by the Managing Member delivery of any of its duties hereunder the foregoing, including, without limitation: (i) checks, drafts, notes and other negotiable instruments; (ii) deeds of trust and assignments of rights; (iii) contracts for the sale of assets or relating to consulting, advisory or management services, deeds, leases, assignments and bills of sale; and (iv) loan agreements, mortgages, security agreements, pledge agreements and financing statements. The signature of the Manager on any such instrument, agreement, contract, lease, conveyance or document, or upon any check, draft, note or other negotiable instrument, shall relieve be sufficient to bind the Managing Member Company in respect thereof and shall conclusively evidence the authority of the Manager with respect thereto, and no third person need look to the application of funds or authority to act or require the joinder or consent of any of its duties hereunder nor relieve the Managing Member of any liability with respect to the performance of such duties (but only to the extent the Managing Member would otherwise be liable hereunder). The Company shall reimburse the Managing Member or its Affiliates for any third party fees or expenses payable by the Managing Member or its Affiliates to its independent contractors providing services to the Company. Subject to Section 3.2 and Section 3.5, the Managing Member shall have, and is hereby granted, full and complete power, authority and discretion to take such action for and on behalf of the Company, and in its name, as the Managing Member deems necessary or appropriate to carry out the purposes for which the Company has been organized. The Managing Member shall be reasonably available to the Members for the purpose of responding to reasonable information requests of, and communicating with, such Members. The Managing Member shall devote so much of its time to the affairs of the Company as in its judgment the conduct of the Company shall reasonably require. Subject to Section 3.2(a), the Managing Member shall have the authority to cause the Company or the Company Trust to incur any Indebtedness or issue any Additional Interests, and the Managing Member shall not be required to offer any Member the right to participate in any such issuanceother party. (b) At any time upon 30 days’ prior written notice to the Company and the Members, the Members holding an aggregate Membership Percentage greater than 50% may remove Springleaf (or any successor Member) as Managing Member, subject to the appointment of a successor to the Managing Member (the “Successor Managing Member”), which Successor Managing Member accepts and agrees to be bound as the Managing Member hereunder. (c) Newcastle and Blackstone shall have the right to approve the Managing Member’s engagement of any third party to perform financial reporting and tax preparation and reporting services for the Company, such approval not to be unreasonably withheld, conditioned or delayed.