Common use of Management by Managers Clause in Contracts

Management by Managers. (a) Except as otherwise provided in this Agreement or by mandatory provisions of the Act, the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, all of the Managers, and all of the Managers may make all decisions and take all actions for and on behalf of the Company not otherwise provided for in this Agreement, including, without limitation, the following: (i) entering into, making and performing contracts, agreements and other undertakings binding upon the Company that may be necessary, appropriate or advisable in furtherance of the purposes of the Company and making all decisions and waivers thereunder; (ii) opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders for the payment of money, and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements; (iii) investing Company funds; (iv) maintaining the assets of the Company in good order; (v) collecting sums due the Company; (vi) to the extent that funds of the Company are available therefor, paying debts and obligations of the Company; (vii) selecting, removing and changing the authority and responsibility of lawyers, accountants, and other advisers and consultants; (viii) obtaining insurance for the Company; (ix) determining distributions of the Company in cash and other property as provided in Section 4; and (x) doing and performing any and all other acts as may be necessary or appropriate to the conduct of the Company’s business; provided, however, that all such decisions and actions for and on behalf of the Company must be approved by Managers holding a Majority in Interest. Any decisions or actions for an on behalf the Company that were effected without such approval shall be deemed null and void. Any Manager holding a Majority in Interest may, acting along without approval of the other Managers, enter into contracts, agreements and other undertakings and bind the Company thereto. (b) The number of Managers of the Company shall be not less than one (1). The initial Managers of the Company shall be each of the Initial Members, who shall hold office until they cease to own an interest in the Company or a successor has been elected or otherwise designated in accordance with the Act or this Agreement or until his earlier resignation or removal. Subject to applicable Gaming Laws, in the event that any Member shall be unwilling or unable to serve as a Manager, he shall be succeeded by such Person or Persons as shall be elected as a Manager by a Majority in Interest, provided such Person is also a Member of the Company. A Manager may be removed by a Majority in Interest only in the event that the Manager is no longer a Member or a Withdrawal Event has occurred with respect to such Person. (c) Any person dealing with the Company, other than a Member, may rely on the authority of the Managers without inquiry into the provisions of this Agreement or compliance herewith, regardless of whether that action is actually taken in accordance with the provisions of this Agreement. Unless authorized to do so by this Agreement or by the Managers of the Company, no Member, agent or employee of the Company shall have any power or authority to bind the Company in any way.

Management by Managers. (a) Except The Company shall be managed by a board of managers (the “Board”, each member of the Board, a “Manager” and such members collectively, the “Managers”) which Board shall collectively act as otherwise the “manager” of the Company (as such term is used in the Act), according to this Article VI and, except with respect to certain consent requirements required by the Act or provided in this Agreement or by mandatory (and except with respect to any Member which is acting in its capacity as the manager under and in accordance with the provisions of the ActManagement Services Agreement), no Member, by virtue of having the status of a Member, shall have any management power or control over the business and affairs of the Company or actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, the Company, and the Members shall not have any control over the day-to-day operation or management of the Company or its Subsidiaries. Except as described in the preceding sentence, (i) the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Board in accordance with this Agreement and (ii) the Board shall exercise such powers in compliance with this Agreement and ensure that all organizational formalities are observed with respect to the Company. Under the direction of the ManagersBoard, and all of the Managers may make all decisions and take all actions for and on behalf certain activities of the Company not otherwise may be conducted on the Company’s behalf by the Officers as specified and authorized by the Board, who shall be agents of the Company, and the management and administration of the day-to-day business and affairs of the Company will be provided for by Xxxxxxx under the Management Services Agreement pursuant to Section 6.11. In addition to the powers that now or hereafter can be granted under the Act and to all other powers granted under any other provision of this Agreement, the Board shall have (subject to the Act and all consent rights and other limitations in this Agreement, including, without limitation, the following: (i) entering into, making full power and performing contracts, agreements and other undertakings binding upon the Company that may be necessary, appropriate or advisable in furtherance of the purposes of the Company and making all decisions and waivers thereunder; (ii) opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders for the payment of money, and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements; (iii) investing Company funds; (iv) maintaining the assets of the Company in good order; (v) collecting sums due the Company; (vi) to the extent that funds of the Company are available therefor, paying debts and obligations of the Company; (vii) selecting, removing and changing the authority and responsibility of lawyers, accountants, and other advisers and consultants; (viii) obtaining insurance for the Company; (ix) determining distributions of the Company in cash and other property do all things on such terms as provided in Section 4; and (x) doing and performing any and all other acts as they may be deem necessary or appropriate to conduct, or cause to be conducted, the conduct of the Company’s business; provided, however, that all such decisions business and actions for and on behalf of the Company must be approved by Managers holding a Majority in Interest. Any decisions or actions for an on behalf the Company that were effected without such approval shall be deemed null and void. Any Manager holding a Majority in Interest may, acting along without approval of the other Managers, enter into contracts, agreements and other undertakings and bind the Company thereto. (b) The number of Managers of the Company shall be not less than one (1). The initial Managers of the Company shall be each of the Initial Members, who shall hold office until they cease to own an interest in the Company or a successor has been elected or otherwise designated in accordance with the Act or this Agreement or until his earlier resignation or removal. Subject to applicable Gaming Laws, in the event that any Member shall be unwilling or unable to serve as a Manager, he shall be succeeded by such Person or Persons as shall be elected as a Manager by a Majority in Interest, provided such Person is also a Member affairs of the Company. A Manager may be removed by a Majority in Interest only in the event that the Manager is no longer a Member or a Withdrawal Event has occurred with respect to such Person. (c) Any person Person dealing with the Company, other than a Member or a Member’s Affiliate, may rely on the authority of the Managers Board or the Officers in taking any action in the name of the Company without inquiry into the provisions of this Agreement or compliance herewithwith it, regardless of whether that action actually is actually taken in accordance with the provisions of this Agreement. Unless authorized . (b) Except as otherwise provided in this Agreement, each Member hereby (i) specifically delegates to do so by this Agreement or by the Managers Board its rights and powers to manage and control the business and affairs of the Company, no Member, agent or employee of the Company shall have any power or authority and (ii) waives its right to bind the Company Company, in each case as, and to the extent permitted by, the Act. (c) Subject to the Unanimous Consent requirements of Section 6.3(b), the Board is specifically empowered to, acting by Majority Consent, authorize and take any wayactions and activities that do not require Unanimous Consent under Section 6.3(b).

Management by Managers. (a) Except as otherwise provided for situations in which the approval of the Members is required by this Agreement or by mandatory nonwaivable provisions of applicable law, and subject to the Actprovisions of Section 6.2, (i) the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, all of the Managers, ; and all of (ii) the Managers may make all decisions and take all actions for and on behalf of the Company not otherwise provided for in this Agreement, including, without limitation. (b) Notwithstanding the provisions of Section 6.1(a), the followingManagers may not cause the Company to do any of the following without the approval of the Required Interest: (i) entering intosell, making lease, exchange or otherwise dispose of (other than by way of a pledge, mortgage, deed of trust or trust indenture) all or substantially all the Company's property and performing contractsassets (with or without good will), agreements other than in the usual and other undertakings binding upon the Company that may be necessary, appropriate or advisable in furtherance regular course of the purposes of the Company and making all decisions and waivers thereunderCompany's business; (ii) opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders for amend or restate the payment of money, and designating individuals with authority to sign Certificate or give instructions with respect to those accounts and arrangementsthis Agreement; (iii) investing change the status of the Company fundsfrom one in which management is vested in one or more Managers to one in which management is reserved to the Members; (iv) maintaining issue any additional membership interests in the assets Company subsequent to the issuance of membership interests to the initial members of the Company in good orderCompany; (v) collecting sums due approve any merger, consolidation, share or interest exchange, or other transaction authorized or subject to the Companyprovisions of the Act; (vi) to voluntarily cause the extent that funds of the Company are available therefor, paying debts and obligations dissolution of the Company; (vii) selectingauthorize any transaction, removing and changing the authority and responsibility of lawyersagreement, accountants, and other advisers and consultants; (viii) obtaining insurance for the Company; (ix) determining distributions of the Company in cash and other property as provided in Section 4; and (x) doing and performing any and all other acts as may be necessary or appropriate to the conduct of the Company’s business; provided, however, that all such decisions and actions for and action on behalf of the Company must be approved by Managers holding a Majority that is unrelated to its purpose as set forth in Interest. Any decisions or actions for an on behalf the Company that were effected without such approval shall be deemed null and void. Any Manager holding a Majority in Interest may, acting along without approval of the other Managers, enter into contracts, agreements and other undertakings and bind the Company thereto. (b) The number of Managers of the Company shall be not less than one (1). The initial Managers of the Company shall be each of the Initial Members, who shall hold office until they cease to own an interest in the Company or a successor has been elected or otherwise designated in accordance with the Act or this Agreement or until his earlier resignation the Certificate or removal. Subject that otherwise contravenes this Agreement; or (viii) authorize any act that would make it impossible to applicable Gaming Laws, in carry on the event that any Member shall be unwilling or unable to serve as a Manager, he shall be succeeded by such Person or Persons as shall be elected as a Manager by a Majority in Interest, provided such Person is also a Member ordinary business of the Company. A Manager may be removed by a Majority in Interest only in the event that the Manager is no longer a Member or a Withdrawal Event has occurred with respect to such Person. (c) Any person dealing with the Company, other than a Member, may rely on the authority of the Managers without inquiry into the provisions of this Agreement or compliance herewith, regardless of whether that action is actually taken in accordance with the provisions of this Agreement. Unless authorized to do so by this Agreement or by the Managers of the Company, no Member, agent or employee of the Company shall have any power or authority to bind the Company in any way.

Management by Managers. (a) Except as otherwise provided for situations in which the approval of the Members is required by the Certificate, this Operating Agreement or by mandatory nonwaivable provisions of applicable law, and subject to the Actprovisions of Section 6.2, (1) the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, all of the Managers, ; and all of (2) the Managers may make all decisions and take all actions for and on behalf of the Company not otherwise provided for in this Operating Agreement, including, without limitation, the following: (i) entering into, making making, and performing contracts, agreements agreements, and other undertakings binding upon the Company that may be necessary, appropriate appropriate, or advisable in furtherance of the purposes of the Company and making all decisions and waivers thereunder; (ii) opening and maintaining bank financial institution and investment accounts and arrangements, drawing checks and other orders for the payment of money, and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements; (iii) investing Company fundsmaintaining or causing to be maintained the assets of the Company; (iv) maintaining the assets of the Company in good order; (v) collecting sums due the Company; (viv) to the extent that funds of the Company are available therefor, paying debts and obligations of the Company; (vi) acquiring, utilizing for Company purposes, and disposing of any asset of the Company; (vii) borrowing money or otherwise committing the credit of the Company for Company activities and voluntary prepayments or extensions of debt; (viii) accepting capital contributions to the Company and adjusting the Sharing Ratios set forth on Exhibit A in accordance therewith; (ix) selecting, removing removing, and changing the authority and responsibility of lawyers, accountants, and other advisers and consultants; (viiix) obtaining insurance for the Company; (ixxi) determining distributions of the Company in cash and other property as provided in Section 45.2; (xii) instituting, prosecuting, defending and settling any legal, arbitration or administrative actions or proceedings on behalf of or against the Company; and (xxiii) doing and performing any and all other acts as may be necessary or appropriate to the conduct of establishing a seal for the Company’s business; provided, however, that all such decisions and actions for and on behalf of the Company must be approved by Managers holding a Majority in Interest. Any decisions or actions for an on behalf the Company that were effected without such approval shall be deemed null and void. Any Manager holding a Majority in Interest may, acting along without approval of the other Managers, enter into contracts, agreements and other undertakings and bind the Company thereto. (b) The number Notwithstanding the provisions of Section 6.1(a), the Managers may not cause the Company to do any of the Company shall be not less than one (1). The initial Managers following without complying with any applicable requirements of the Company shall be each Act: (i) sell, lease, exchange or otherwise dispose of (other than by way of a pledge, mortgage, deed of trust or trust indenture) all or substantially all the Company's property and assets (with or without goodwill), outside the usual and regular course of the Initial MembersCompany's business; (ii) be a party to a merger or an exchange or acquisition of the type described in Section 209 of the Act; and (iii) amend or restate the Certificate. Whenever in this Operating Agreement a reference is made to the Managers, such reference shall include a sole Manager, who shall hold office until they cease to own an interest in the Company or a successor has been elected or otherwise designated in accordance with the Act or this Agreement or until his earlier resignation or removal. Subject to applicable Gaming Laws, in the event that any Member shall be unwilling or unable to serve as a Manager, he shall be succeeded by such Person or Persons as shall be elected as a Manager by a Majority in Interest, provided such Person is also a Member of the Company. A Manager may be removed by a Majority in Interest only in the event that the Manager is no longer a Member or a Withdrawal Event has occurred with respect to such Person. (c) Any person dealing with the Company, other than a Member, may rely on have all the authority of the Managers without inquiry into the provisions of this Agreement or compliance herewith, regardless of whether that action is actually taken in accordance with the provisions of this Agreement. Unless authorized to do so by this Agreement or by the Managers of the Company, no Member, agent or employee of the Company shall have any power or authority to bind the Company in any wayset forth herein.

Management by Managers. (a) Except as otherwise provided for situations in which the approval of the Members or any portion of the Members is required by this Agreement or by mandatory non-waivable provisions of applicable Law, and subject to the Actprovisions of Section 7.2, (a) the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, all of the Managers, ; and all of (b) the Managers may make all decisions and take all actions for and on behalf of the Company not otherwise provided for in this Agreement, including, without limitation, the following: (i) entering into, making making, and performing contracts, agreements agreements, and other undertakings binding upon the Company that may be necessary, appropriate appropriate, or advisable in furtherance of the purposes of the Company and making all decisions and waivers thereunder; (ii) opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders for the payment of money, and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements; (iii) investing Company funds; (iv) maintaining the assets of the Company in good order; (viv) collecting sums due the Company; (viv) to the extent that funds of the Company are available therefor, paying debts and obligations of the Company; (vi) acquiring, utilizing for Company purposes, and disposing of any asset of the Company; (vii) borrowing money or otherwise committing the credit of the Company for Company activities and voluntary prepayments or extensions of debt except as may be restricted herein; (viii) selecting, removing removing, and changing the authority and responsibility of lawyers, accountants, and other advisers and consultants; (viiiix) obtaining insurance for the Company; (ixx) determining distributions of the Company in cash and other property as provided in Section 4herein; and (xxi) doing and performing taking any and all other acts as action that may be necessary necessary, appropriate or appropriate to advisable in furtherance of the conduct purposes of the Company’s business; provided, however, that all such decisions and actions for and nothing contained in this Agreement shall obligate any Manager to take any action on behalf of the Company must be approved by Managers holding a Majority in Interest. Any decisions or actions for an on behalf the Company that were effected without such approval shall be deemed null and void. Any Manager holding a Majority in Interest may, acting along without approval of the other Managers, enter into contracts, agreements and other undertakings and bind the Company thereto. (b) The number of Managers of the Company shall be not less than one (1). The initial Managers of the Company shall be each of the Initial Members, who shall hold office until they cease to own an interest in the Company or a successor has been elected or otherwise designated in accordance with the Act or this Agreement or until his earlier resignation or removal. Subject to applicable Gaming Laws, in the event that any Member shall be unwilling or unable to serve as a Manager, he shall be succeeded by such Person or Persons as shall be elected as a Manager by a Majority in Interest, provided such Person is also a Member of the Company. A Manager may be removed by a Majority in Interest only in the event that the Manager is no longer a Member or a Withdrawal Event has occurred with respect to such Person. deems (ci) Any person dealing with not in the Company, other than a Member, may rely on the authority of the Managers without inquiry into the provisions of this Agreement or compliance herewith, regardless of whether that action is actually taken in accordance with the provisions of this Agreement. Unless authorized to do so by this Agreement or by the Managers best interests of the Company, no Member, agent or employee (ii) not reasonably necessary to accomplish the intended business of the Company shall have any power or authority to bind the Company in any wayCompany.

Management by Managers. (a) Except as otherwise provided for those matters in which the approval of the Members is required by this Agreement or by mandatory nonwaivable provisions of applicable law, and subject to the Actprovisions of Section 6.01(c), the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Managers. (b) Managers shall have the authority and responsibility of directors and officers under Chapter 6 of the NJBCA. (c) Managers shall manage the business and affairs of the Company and exercise its powers collectively as the Board of Managers (the "Board"), which shall act through (i) meetings and consents as set forth in Sections 6.03 and 6.05; (ii) through committees pursuant to Section 6.09; and (iii) through individual Managers to whom authority and duties have been delegated pursuant to Section 6.11. (d) Notwithstanding the provisions of Sections 6.01(a) and (c), the Board may not cause the Company to do any of the following without the consent of all of the Managers, and all of the Managers may make all decisions and take all actions for and on behalf of the Company not otherwise provided for in this Agreement, including, without limitation, the followingMembers: (i) entering intoAmend the Certificate, making and performing contracts, agreements and other undertakings binding upon except in the Company that may be necessary, appropriate or advisable in furtherance case where the amendment: (A) restates without change all of the purposes operative provisions of the Company and making all decisions and waivers thereunderCertificate; (B) changes the name or the registered office of the Company; or (C) accomplishes any of the foregoing purposes; (ii) opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders for the payment of money, and designating individuals with authority to sign or give instructions with respect to those accounts and arrangementsAmend this Agreement; (iii) investing Company funds; (iv) maintaining Approve a merger, dissolution or sale of substantially all of the assets of the Company in good order; (v) collecting sums due the Company; (vi) to the extent that funds of the Company are available therefor, paying debts and obligations of the Company; (viiiv) selecting, removing and changing Approve any spin-off with respect to any of the authority and responsibility assets of lawyers, accountants, and other advisers and consultants; (viii) obtaining insurance for the Company; (ixv) determining distributions Approve any extension or renewal of the Company in cash and other property as provided in Section 4term of the Manufacturing Agreement or the Services Agreement; andor (xvi) doing and performing Take any and all other acts as may be necessary or appropriate to action for which the conduct consent of the Company’s business; provided, however, that all such decisions and actions for and on behalf Members is required under the terms of the Company must be approved by Managers holding a Majority in Interest. Any decisions or actions for an on behalf the Company that were effected without such approval shall be deemed null and void. Any Manager holding a Majority in Interest may, acting along without approval of the other Managers, enter into contracts, agreements and other undertakings and bind the Company theretothis Agreement. (be) The number of Managers Approval by the duly authorized resolution of the Company Board shall be not less than one (1). The initial Managers required to take any action contemplated herein, notwithstanding the requirement of obtaining the consent of the Company shall be each of the Initial Members, who shall hold office until they cease to own an interest in the Company or a successor has been elected or otherwise designated in accordance with the Act or this Agreement or until his earlier resignation or removal. Subject to applicable Gaming Laws, in the event that any Member shall be unwilling or unable to serve as a Manager, he shall be succeeded by such Person or Persons as shall be elected as a Manager by a Majority in Interest, provided such Person is also a Member of the Company. A Manager may be removed by a Majority in Interest only in the event that the Manager is no longer a Member or a Withdrawal Event has occurred with respect to such Person. (c) Any person dealing with the Company, other than a Member, may rely on the authority of the Managers without inquiry into the provisions of this Agreement or compliance herewith, regardless of whether that action is actually taken in accordance with the provisions of this Agreement. Unless authorized to do so by this Agreement or by the Managers of the Company, no Member, agent or employee of the Company shall have any power or authority to bind the Company in any way.

Management by Managers. (a) Managers may be elected or removed only in accordance with the terms of Section 5.5 below. Except as otherwise provided in where inconsistent with the Certificate of Formation, this Agreement or by mandatory nonwaivable provisions of the Actapplicable law, (i) the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, all of the Managers or a sole Manager; and (ii) the Managers, and all of the Managers or a sole Manager, may make all any decisions and take all any actions for and on behalf of the Company not otherwise provided for in this Agreement, including, without limitation, the following: (ia) entering into, making and performing contracts, agreements and other undertakings binding upon the Company that may be necessary, appropriate or advisable in furtherance of the purposes of the Company and making all decisions and waivers thereunder; (iib) opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders for the payment of money, and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements; (iii) investing Company funds; (ivc) maintaining the assets of the Company in good order; (vd) collecting sums due the Company; (vie) to the extent that funds of the Company are available therefor, paying debts and obligations of the Company; (viif) acquiring, utilizing for Company purposes, and disposing of any asset of the Company; (g) borrowing money or otherwise committing the credit of the Company for Company activities and voluntary prepayments or extensions of debt; (h) selecting, removing and changing the authority and responsibility of lawyers, accountants, accountants and other advisers and consultants; (viiii) obtaining insurance for the Company; (ixj) determining distributions of the Company in cash and other property as provided in Section 4; andproperty; (xk) doing and performing any and all other acts as may be necessary or appropriate to the conduct creating additional classes of the Company’s business; provided, however, that all such decisions and actions for and on behalf Membership Interests of the Company must be approved by Managers holding a Majority in Interest. Any decisions or actions for an on behalf the Company that were effected without and issuing such approval shall be deemed null and void. Any Manager holding a Majority in Interest may, acting along without approval of the other Managers, enter into contracts, agreements and other undertakings and bind the Company thereto.newly-created Membership Interests to third parties; and; (b1) The number of engaging in such further acts or activities as the Managers of the Company shall be not less than one (1). The initial Managers of the Company shall be each of the Initial Members, who shall hold office until they cease to own an interest in the Company or a successor has been elected or otherwise designated in accordance with the Act or this Agreement or until his earlier resignation or removal. Subject to applicable Gaming Laws, in the event that any Member shall be unwilling or unable to serve as a Manager, he shall be succeeded by such Person or Persons as shall be elected as a Manager by a Majority in Interestdeem appropriate, provided such Person is also a Member of the Company. A Manager may be removed by a Majority in Interest only in the event that the Manager is no longer a Member acts or a Withdrawal Event has occurred with respect to such Person. (c) Any person dealing with the Company, other than a Member, may rely on the authority of the Managers without inquiry into the provisions of this Agreement or compliance herewith, regardless of whether that action is actually taken in accordance with the provisions of this Agreement. Unless authorized to do so by this Agreement or actions are allowed by the Managers of the Company, no Member, agent or employee of the Company shall have any power or authority to bind the Company in any wayAct.

Management by Managers. (a) Except as otherwise provided for situations in which the approval of the Member is required by the Certificate, this Agreement Agreement, or by mandatory nonwaivable provisions of applicable law, and subject to the Actprovisions of Section 5.1(b), (1) the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, all of the Managers, ; and all of (2) the Managers may make all decisions and take all actions for and on behalf of the Company not otherwise provided for in this Agreement, including, without limitation, the following: (i) entering into, making making, and performing contracts, agreements agreements, and other undertakings binding upon the Company that may be necessary, appropriate appropriate, or advisable in furtherance of the purposes of the Company and making all decisions and waivers thereunder; (ii) opening and maintaining bank financial institution and investment accounts and arrangements, drawing checks and other orders for the payment of money, and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements; (iii) investing Company fundsmaintaining or causing to be maintained the assets of the Company; (iv) maintaining the assets of the Company in good order; (v) collecting sums due the Company; (viv) to the extent that funds of the Company are available therefor, paying debts and obligations of the Company; asset of the Company; (vi) acquiring, utilizing for Company purposes, and disposing of any (vii) borrowing money or otherwise comm1ttmg the credit of the Company for Company activities and voluntary prepayments or extensions of debt; (viii) selecting, removing removing, and changing the authority and responsibility of lawyers, accountants, and other advisers and consultants; (viiiix) obtaining insurance for the Company; (ixx) determining distributions instituting, prosecuting, defending and settling any legal, arbitration or administrative actions or proceedings on behalf of or against the Company in cash and other property as provided in Section 4Company; and (xxi) doing obtaining and performing any maintaining alcoholic beverage and all other acts as may be necessary or appropriate to the conduct of related permits; and (xii) establishing a seal for the Company’s business; provided, however, that all such decisions and actions for and on behalf of the Company must be approved by Managers holding a Majority in Interest. Any decisions or actions for an on behalf the Company that were effected without such approval shall be deemed null and void. Any Manager holding a Majority in Interest may, acting along without approval of the other Managers, enter into contracts, agreements and other undertakings and bind the Company thereto. (b) The number of Managers of the Company shall be not less than one (1). The initial Managers of the Company shall be each of the Initial Members, who shall hold office until they cease to own an interest in the Company or a successor has been elected or otherwise designated in accordance with the Act or this Agreement or until his earlier resignation or removal. Subject to applicable Gaming Laws, in the event that any Member shall be unwilling or unable to serve as a Manager, he shall be succeeded by such Person or Persons as shall be elected as a Manager by a Majority in Interest, provided such Person is also a Member of the Company. A Manager may be removed by a Majority in Interest only in the event that the Manager is no longer a Member or a Withdrawal Event has occurred with respect to such Person. (c) Any person dealing with the Company, other than a Member, may rely on the authority of the Managers without inquiry into the provisions of this Agreement or compliance herewith, regardless of whether that action is actually taken in accordance with the provisions of this Agreement. Unless authorized to do so by this Agreement or by the Managers of the Company, no Member, agent or employee of the Company shall have any power or authority to bind the Company in any way.

Management by Managers. (a) Except as otherwise provided for situations in which the approval of the Members is required by this Agreement or by mandatory nonwaivable provisions of applicable law, and subject to the Actprovisions of subsection (b) below, (i) the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, all of the Managers, ; and all of (ii) the Managers may make all decisions and take all actions for and on behalf of the Company not otherwise provided for in this Agreement, including, without limitation, the following: (i) entering into, making making, and performing contracts, agreements agreements, and other undertakings binding upon the Company that may be necessary, appropriate appropriate, or advisable in furtherance of the purposes of the Company and making all decisions and waivers thereunder; (ii) opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders for the payment of money, and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements; (iii) investing Company funds; (iv) maintaining the assets of the Company in good order; (viv) collecting sums due the Company; (viv) to the extent that funds of the Company are available therefor, paying debts and obligations of the Company; (vi) acquiring, utilizing for Company purposes, and disposing of any asset of the Company; (vii) borrowing money or otherwise committing the credit of the Company for Company activities and voluntary prepayments or extensions of debt; (viii) selecting, removing removing, and changing the authority and responsibility of lawyers, accountants, and other advisers advisors and consultants; (viiiix) obtaining insurance for the Company; (ixx) determining distributions of the Company in cash Excess Cash Flow and other property as provided in Section 46.7; and (xxi) doing and performing any and all other acts as may be necessary or appropriate to the conduct of establishing a seal for the Company’s business; provided, however, that all such decisions and actions for and on behalf of the Company must be approved by Managers holding a Majority in Interest. Any decisions or actions for an on behalf the Company that were effected without such approval shall be deemed null and void. Any Manager holding a Majority in Interest may, acting along without approval of the other Managers, enter into contracts, agreements and other undertakings and bind the Company thereto. (b) The number Notwithstanding the provisions of Section 7.1(a), the Managers may not cause the Company to do any of the following without the approval of Members holding a Required Interest: (i) sell, lease, exchange or otherwise dispose of (other than by way of a pledge, mortgage, deed of trust or trust indenture) all or substantially all of the Company's property and assets, other than in the usual and regular course of the Company's business; (ii) be a party to (1) a merger, or (2) an exchange or acquisition; or (iii) amend or restate the Articles of Organization of the Company shall be not less than one (1). The initial Managers of the Company shall be each of the Initial Members, who shall hold office until they cease to own an interest in the Company or a successor has been elected or otherwise designated in accordance with the Act or this Agreement or until his earlier resignation or removal. Subject to applicable Gaming Laws, (except as specifically provided for in the event that any Member shall be unwilling or unable to serve as a Manager, he shall be succeeded by such Person or Persons as shall be elected as a Manager by a Majority in Interest, provided such Person is also a Member of the Company. A Manager may be removed by a Majority in Interest only in the event that the Manager is no longer a Member or a Withdrawal Event has occurred with respect to such Person. (c) Any person dealing with the Company, other than a Member, may rely on the authority of the Managers without inquiry into the provisions of this Agreement or compliance herewith, regardless of whether that action is actually taken in accordance with the provisions Article X of this Agreement. Unless authorized to do so by this Agreement or by the Managers of the Company, no Member, agent or employee of the Company shall have any power or authority to bind the Company in any way).

Management by Managers. (a) Except as otherwise provided for situations in which the approval of the Members is required by this Agreement or by mandatory nonwaivable provisions of the Act, and subject to the provisions of subsection (b) below, the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, all of the ManagersManagers acting by and through a Management Committee (as defined below). The Management Committee shall manage, control, administer and operate, and all of the Managers may make all decisions relating to, the business and take all actions for and on behalf affairs of the Company and exercise all power conferred upon the Company in the Act, except such as are by law, by the Articles or by this Agreement conferred upon or reserved to the Members. The Management Committee shall have the right to delegate to the officers of the Company authority to exercise any power, duty or responsibility of the Management Committee not otherwise provided for in specifically reserved to the Management Committee or the Members under this Agreement, including, without limitation. (b) Notwithstanding any other provision of this Agreement to the contrary, the followingfollowing actions may be undertaken only upon the affirmative vote of all the Managers: (i) entering into, making and performing contracts, agreements and other undertakings binding upon the Company that may be necessary, appropriate Admit a new or advisable in furtherance of the purposes of the Company and making all decisions and waivers thereundersubstitute Member; (ii) opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders Establish an annual capital budget for the payment Company in excess of moneyOne Hundred Fifty Thousand ($150,000.00) Dollars per year; provided, and designating individuals with authority to sign or give instructions with respect to those accounts and arrangementshowever, that an initial capital budget of $3,000,000 is hereby approved; (iii) investing Amend or restate the Articles of Organization, the By-Laws of the Company fundsor this Agreement; (iv) maintaining Enter into, amend or terminate, other than in accordance with the assets terms of such agreement, any agreement between the Company and any Member of the Company in good orderCompany, other than on terms of an Arm's Length Transaction; (v) collecting sums due the CompanyGuarantee any loans to a third party; (vi) to the extent that funds Sell, lease, exchange or otherwise dispose of substantially all of the Company are available thereforproperty and assets, paying debts and obligations with or without the goodwill, of the Company; (vii) selectingInvest in, removing and changing the authority and responsibility of lawyersacquire, accountants, and other advisers and consultantsmerge with or form a legally binding affiliation or association with another entity; (viii) obtaining insurance for Change the nature of the Company's business or the purpose for which the Company was formed from other than that of manufacturing, buying, selling and processing steel and steel related products; (ix) determining distributions Make any request for or accept additional Contributions of capital from a Member or offer an equity interest in the Company in cash and other property as provided in Section 4; andto any third-party; (x) doing and performing any and all other acts Except as may be necessary otherwise permitted in Section 4.3 hereof, borrow money or appropriate to otherwise commit the conduct credit of the Company’s businessCompany for Company activities if such borrowing or commitment of credit requires an additional guarantee from any Member; provided, however, that all notwithstanding anything to the contrary contained in this subparagraph 7.1(b), only the consent of the Manager(s) of the Member(s) providing such decisions and actions guarantee shall be required for and on behalf purposes of this subparagraph; (xi) Change the status or certification of the Company must be approved by Managers holding as a Majority in Interest. Any decisions or actions for an on behalf the Company that were effected without such approval shall be deemed null and void. Any Manager holding a Majority in Interest may, acting along without approval of the other Managers, enter into contracts, agreements and other undertakings and bind the Company thereto.Minority Business Enterprise; (bxii) The number of Managers of Amend, modify or terminate the Company shall be not less Medixx Xxxnking Technical Services Contract, or the QS Supply Agreement other than one (1). The initial Managers of the Company shall be each of the Initial Members, who shall hold office until they cease to own an interest in the Company or a successor has been elected or otherwise designated in accordance with the Act or this Agreement or until his earlier resignation or removal. Subject to applicable Gaming Laws, in terms thereof; (xiii) Appoint the event that any Member shall be unwilling or unable to serve as a Manager, he shall be succeeded by such Person or Persons as shall be elected as a Manager by a Majority in Interest, provided such Person is also a Member plant manager of the Company; candidates for plant manager shall be nominated by Bing and submitted to the Managers not designated by Bing for approval. A Manager Provided however, any plant manager appointed by the Management Committee as provided herein may be later removed by the Management Committee upon the vote of a Majority in Interest only in the event that the Manager is no longer a Member or a Withdrawal Event has occurred with respect to such Person. (c) Any person dealing with the Company, other than a Member, may rely on the authority majority of the Managers without inquiry into the provisions of this Agreement or compliance herewith, regardless of whether that action is actually taken in accordance with the provisions of this Agreement. Unless authorized to do so by this Agreement or by the Managers of the Company, no Member, agent or employee of the Company shall have any power or authority to bind the Company in any way.its members;

Management by Managers. (a) Except as otherwise provided for situations in which the approval of the Members is required by this Operating Agreement or by mandatory nonwaivable provisions of applicable law, and subject to the Actprovisions of Section 6.02, (i) the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, all of the Managers, ; and all of (ii) the Managers may make all decisions and take all actions for and on behalf of the Company not otherwise provided for in this Operating Agreement, including, without limitation, the following: (i) entering into, making making, and performing contracts, agreements agreements, and other undertakings binding upon the Company that may be necessary, appropriate appropriate, or advisable in furtherance of the purposes of the Company and making all decisions and waivers thereunder; (ii) opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders for the payment of money, and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements; (iii) investing Company funds; (iv) maintaining the assets of the Company in good order; (viv) collecting sums due the Company; (viv) to the extent that funds of the Company are available therefor, paying debts and obligations of the Company; (vi) acquiring, utilizing for Company purposes, and Disposing of any asset of the Company; (vii) borrowing money or otherwise committing the credit of the Company for Company activities and voluntary prepayments or extensions of debt; (viii) selecting, removing removing, and changing the authority and responsibility of lawyers, accountants, and other advisers and consultants; (viiiix) obtaining insurance for the Company; (ixx) determining distributions of the Company in cash and other property as provided in Section 45.02; (xi) establishing a seal for the Company; (xii) selling, leasing, exchanging or otherwise disposing of (including by way of a pledge, mortgage, deed of trust or trust indenture) all or any portion of the Company's property and assets (with or without good will); and (xxiii) doing and performing being a party to a merger of the type described in Section 14-11-903 of the Act. (b) Notwithstanding the provisions of Xxxxxxx 0.01(a), the Managers may not cause the Company to do any and of the following without complying with the applicable requirements set forth below: (i) Dissolve the Company under paragraph (3) of Code Section 14-11-602, except upon the written consent of all Members; (xx) Enter into an agreement of merger of the Company of the type described in subsection (a) of Code Section 14-11-903, except upon the written consent of a Required Intexxxx; (iii) Authorize the sale, exchange, lease or other acts as may be necessary transfer of all or appropriate to substantially all of the conduct assets of the Company’s business, except upon the written consent of a Required Interest. For the purposes of this paragraph, assets shall be deemed to be less than all or substantially all of the Company's assets if the value of the assets does not exceed two-thirds of the value of all of the assets of the Company and the revenues represented or produced by such assets do not exceed two-thirds of the total revenues of the Company; provided, however, that this paragraph shall not create any inference that the sale, exchange, lease or other transfer of assets exceeding the amounts described in this paragraph is the sale of all such decisions and actions for and on behalf or substantially all of the Company must be approved by Managers holding a Majority in Interest. Any decisions or actions for an on behalf the Company that were effected without such approval shall be deemed null and void. Any Manager holding a Majority in Interest may, acting along without approval assets of the other Managers, enter into contracts, agreements and other undertakings and bind the Company thereto.Company; (biv) The number of Managers of the Company shall be not less than one (1). The initial Managers of the Company shall be each of the Initial Members, who shall hold office until they cease to own an interest Admit any new member except as provided herein and in the Company or a successor has been elected or otherwise designated in accordance with Act; (v) Amend the articles of organization under the Act or this Agreement Operating Agreement, without the written consent of each Member; (vi) Take any action under subsection (b) of Act Section 14-11-402 to reduce or until his earlier resignation or removal. Subject eliminate an obligation to applicable Gaming Laws, in make a contxxxxxxxx to the event that any Member shall be unwilling or unable to serve as a Manager, he shall be succeeded by such Person or Persons as shall be elected as a Manager by a Majority in Interest, provided such Person is also a Member capital of the Company. A Manager ; (vii) Take action to continue the Company under paragraph (4) of Act Section 14-11-602, except upon the agreement of a Required Interest or xxxxxxx interest as may be removed by a Majority in Interest only in the event that the Manager is no longer a Member or a Withdrawal Event has occurred with respect to such Personprovided herein. (c) Any person dealing with the Company, other than a Member, may rely on the authority of the Managers without inquiry into the provisions of this Agreement or compliance herewith, regardless of whether that action is actually taken in accordance with the provisions of this Agreement. Unless authorized to do so by this Agreement or by the Managers of the Company, no Member, agent or employee of the Company shall have any power or authority to bind the Company in any way.