Common use of Management by Managers Clause in Contracts

Management by Managers. (a) The Company shall be managed by one or more “managers” (as such term is used in the Act) according to the remaining provisions of this Section 9 and, except with respect to certain consent or approval requirements provided in this Agreement, no Member, by virtue of having the status of a Member, shall have any management power 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. Except as described in the preceding sentence, the business and affairs of the Company shall be managed by the Managers elected in accordance with Section 9.2 acting exclusively through the Board of Managers of the Company (the “Board”) in accordance with this Agreement. Under the direction of the Board, the day-to-day activities of the Company may be conducted on the Company’s behalf by the officers (as defined below in Section 9.5), who shall be agents of the Company. 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 and the officers (subject to Section 9.5 and the direction of the Board) shall have full power and authority to do all things on such terms as they may deem necessary or appropriate to conduct, or cause to be conducted, the business and affairs of the Company, including, without limitation, (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company; (iii) the merger or other combination or conversion of the Company with or into another person; (iv) the use of the assets of the Company (including cash on hand) for any purpose consistent with the terms of this Agreement and the repayment of obligations of the Company; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments; (vi) the distribution of Company cash; (vii) the selection, engagement and dismissal of officers, employees and agents, outside attorneys, accountants, engineers, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of such insurance for the benefit of the Company as it deems necessary or appropriate; (ix) the acquisition or disposition of assets; (x) the formation of, or acquisition of assets of or an interest in, or the contribution of property to, any person; (xi) the control of any matters affecting the rights and obligations of the Company, including the commencement, prosecution and defense of actions at law or in equity and otherwise engaging in the conduct of litigation and the incurring of legal expense and the settlement of claims and litigation; (xii) the indemnification of any person against liabilities and contingencies to the extent permitted by law and this Agreement and (xiii) the issuance of Membership Interests. (b) Notwithstanding the general authority of the Managers (as hereinafter defined), the following items shall require the prior affirmative consent of the Members: (i) borrowing of money and/or refinancing by the Company, (ii) the sale or disposition of all or substantially all of the assets of the Company, and (iii) the voluntary bankruptcy or dissolution of the Company.

Management by Managers. (a) The Company shall be managed by one or more “managers” (as such term is used in the Act) according to the remaining provisions of this Section 9 11 and, except with respect to certain consent or approval requirements provided in this Agreement, no Member, by virtue of having the status of a Member, shall have any management power 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. Except as described in the preceding sentence, the business and affairs of the Company shall be managed by the Managers elected in accordance with Section 9.2 11.2 acting exclusively through the Board of Managers of the Company (the “Board”) in accordance with this Agreement. Under the direction of the Board, the day-to-day activities of the Company may be conducted on the Company’s behalf by the officers (as defined below in Section 9.5)Officers, who shall be agents of the Company. 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 and the officers Officers (subject to Section 9.5 11.5 and the direction of the Board) shall have full power and authority to do all things on such terms as they may deem necessary or appropriate to conduct, or cause to be conducted, the business and affairs of the Company, including, without limitation, (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company; (iii) the merger or other combination or conversion of the Company with or into another person; (iv) the use of the assets of the Company (including cash on hand) for any purpose consistent with the terms of this Agreement and the repayment of obligations of the Company; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments; (vi) the distribution of Company cash; (vii) the selection, engagement and dismissal of officersOfficers, employees and agents, outside attorneys, accountants, engineers, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of such insurance for the benefit of the Company as it deems necessary or appropriate; (ix) the acquisition or disposition of assets; (x) the formation of, or acquisition of assets of or an interest in, or the contribution of property to, any person; (xi) the control of any matters affecting the rights and obligations of the Company, including the commencement, prosecution and defense of actions at law or in equity and otherwise engaging in the conduct of litigation and the incurring of legal expense and the settlement of claims and litigation; (xii) the indemnification of any person against liabilities and contingencies to the extent permitted by law and this Agreement and (xiii) the issuance of Membership Interestspreviously authorized Units. (b) Notwithstanding the general authority of the Managers (as hereinafter defined), the following items shall require the prior affirmative consent of the Members: (i) borrowing of money and/or refinancing by the Company, (ii) the sale or disposition of all or substantially all of the assets of the Company, and (iiiii) the voluntary bankruptcy or dissolution of the Company.

Management by Managers. (a) The Company shall be managed by one or more “managers” (as such term is used in the Act) according to the remaining provisions of this Section 9 and, except with respect to certain consent or approval requirements provided in this Agreement, no Member, by virtue of having the status of a Member, shall have any management power 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. Except as described in the preceding sentence, the business and affairs of the Company shall be managed by the Managers elected in accordance with Section 9.2 acting exclusively through the Board of Managers of the Company (the “Board”) in accordance with this Agreement. Under the direction of the Board, the day-to-day activities of the Company may be conducted on the Company’s behalf by the officers (as defined below in Section 9.5)Officers, who shall be agents of the Company. 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 and the officers Officers (subject to Section 9.5 and the direction of the Board) shall have full power and authority to do all things on such terms as they may deem necessary or appropriate to conduct, or cause to be conducted, the business and affairs of the Company, including, without limitation, (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company; (iii) the merger or other combination or conversion of the Company with or into another person; (iv) the use of the assets of the Company (including cash on hand) for any purpose consistent with the terms of this Agreement and the repayment of obligations of the Company; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments; (vi) the distribution of Company cash; (vii) the selection, engagement and dismissal of officersOfficers, employees and agents, outside attorneys, accountants, engineers, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of such insurance for the benefit of the Company as it deems necessary or appropriate; (ix) the acquisition or disposition of assets; (x) the formation of, or acquisition of assets of or an interest in, or the contribution of property to, any person; (xi) the control of any matters affecting the rights and obligations of the Company, including the commencement, prosecution and defense of actions at law or in equity and otherwise engaging in the conduct of litigation and the incurring of legal expense and the settlement of claims and litigation; (xii) the indemnification of any person against liabilities and contingencies to the extent permitted by law and this Agreement and (xiii) the issuance of Membership Interestspreviously authorized Units. (b) Notwithstanding the general authority of the Managers (as hereinafter defined), the following items shall require the prior affirmative consent of the Members: (i) borrowing of money and/or refinancing by the Company, (ii) the sale or disposition of all or substantially all of the assets of the Company, and (iii) the voluntary bankruptcy or dissolution of the Company.

Management by Managers. (a) The Company shall be managed by one or more “managers” (as such term is used in the Act) according to the remaining provisions of this Section 9 and, except with respect to certain consent or approval requirements provided in this Agreement, no Member, by virtue of having the status of a Member, shall have any management power 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. Except as described in the preceding sentence, the business and affairs of the Company shall be managed by the Managers elected in accordance with Section 9.2 acting exclusively through the Board of Managers of the Company (the “Board”) in accordance with this Agreement. Under and under the direction of the Boardmanagers (collectively, the day-to-day activities of the Company may be conducted on the Company’s behalf by the officers (as defined below in Section 9.5"MANAGERS" and individually, a "MANAGER"), who shall be agents the "managers" of the Company. 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 and the officers (subject to Section 9.5 and the direction Company for purposes of the Board) LLC Act, and who, acting alone, shall have full the full, exclusive and absolute right, power and authority to manage and control the Company and the property, assets and business thereof, to make all decisions affecting the Company, and to do all things on such terms acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, except for those decisions which pursuant to and in accordance with the Articles, this Agreement or otherwise are required to be approved by the Member. The Member acknowledges that all actions, decisions, determinations, designations, directions, appointments, consents, approvals, selections and the like made by the Managers in accordance with the authority granted herein are intended to and shall be controlling and binding upon the Company and the Member in its capacity as they may deem a member of the Company. (b) The Managers shall be the agents of the Company for the purpose of the Company's business, and the acts of the Managers shall bind the Company as set forth in, and in accordance with the provisions of, the LLC Act and the Governing Documents. (c) All documents, contracts and agreements, including, without limiting the generality of the foregoing, deeds, leases, easements, rights of way, assignments, bonds, debentures, notes, obligations, evidences of indebtedness, checks, drafts and mortgages, necessary or appropriate to conduct, or cause to be conducted, executed on behalf of and in the business and affairs name of the Company, includingincluding those providing for the acquisition or disposition of the property of the Company, shall be executed by any one (1) of the Managers without limitation, (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness and the incurring joinder of any other obligations; Managers, and, if so executed, shall be valid and binding on the Company. (iid) It is hereby specifically agreed that the making of taxManagers, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets on behalf of the Company; (iii) , shall enter into and perform the merger or other combination or conversion Basic Documents and shall, except as provided in Section 3.5 hereof, make all decisions of the Company with concerning the Securitization Property, and shall execute and deliver all documents, agreements, certificates and/or financing statements contemplated thereby and related thereto, all without further act, vote or into another person; (iv) the use approval of the assets Member. (e) By accepting his appointment as a Manager of the Company (including cash on hand) for any purpose consistent Company, each Manager covenants that he will act in good faith in accordance with the terms of this Agreement Agreement, and make decisions with respect to the repayment of obligations of the Company; (v) the negotiation, execution business and performance of any contracts, conveyances or other instruments; (vi) the distribution of Company cash; (vii) the selection, engagement and dismissal of officers, employees and agents, outside attorneys, accountants, engineers, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of such insurance for the benefit daily operations of the Company as it deems necessary or appropriate; (ix) the acquisition or disposition of assets; (x) the formation independent of, and not dictated by the Member or acquisition any Affiliate of assets of or an interest inthe Member, or the contribution of property to, any person; (xi) the control and free of any matters affecting the rights and obligations of the Company, including the commencement, prosecution and defense of actions at law undue or in equity and otherwise engaging in the conduct of litigation and the incurring of legal expense and the settlement of claims and litigation; (xii) the indemnification of any person against liabilities and contingencies to the extent permitted by law and this Agreement and (xiii) the issuance of Membership Interests. (b) Notwithstanding the general authority of the Managers (as hereinafter defined), the following items shall require the prior affirmative consent of the Members: (i) borrowing of money and/or refinancing excessive control exercised by the Company, (ii) the sale or disposition of all or substantially all of the assets of the CompanyMember, and (iii) the voluntary bankruptcy or dissolution of each Manager acknowledges his primary fiduciary duty to the Company.

Management by Managers. (a) The Company shall be managed by one or more a Board of Managers (the “managers” (as such term is used Board”) in accordance with the Act) according to LLC Act and the remaining provisions of this Section 9 and, except with respect to certain consent or approval requirements provided in this Agreement, and no Member, by virtue of having the status of a Member, shall have any management power over the business and affairs of the Company or any actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, the Company, nor shall any Member in his or her capacity as a Member, be entitled to vote on any matter other than as specifically required by the LLC Act or as expressly set forth in this Agreement, in which case each Member shall be entitled to a number of votes equal to such Member’s Company Percentage Interest at the time of such vote. Except as described in the preceding sentence, the The business and affairs of the Company shall be managed by the Managers elected in accordance with this Section 9.2 6.1 acting exclusively through the Board of Managers in accordance with the LLC Act and this Agreement, except as expressly delegated to any other Person by the Board or this Agreement. No Manager shall be permitted to take any action in the name of the Company (without the “Board”) in accordance with prior approval of the Board or the Members as required by this Agreement. Under , nor shall any Manager have any actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, the direction of Company unless authorized by the Board, the day-to-day activities of the Company may be conducted on the Company’s behalf by the officers (as defined below in Section 9.5), who shall be agents of the Company. In addition to the powers that now or hereafter can be granted under the LLC Act and to all other powers granted under any other provision of the LLC Act or this AgreementAgreement (and subject to the terms and conditions set forth herein), the Board and the officers (subject to Section 9.5 and the direction of the Board) shall have full power and authority authority, and is hereby authorized and empowered by the Members, on behalf and in the name of the Company, to (i) do all things on such terms as they may deem necessary or appropriate to conduct, or cause to be conducted, the business and affairs of the Company, including, without limitation, (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness Company and other liabilities, the issuance of evidences of indebtedness and the incurring of any other obligations; (ii) subject to the making of taxterms and conditions set forth in this Agreement, regulatory delegate any and all authority or responsibility granted to the Board pursuant to this Agreement to one or more other filingsPersons, including to any agents, officers or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets employees of the Board or the Company; (iii) . Notwithstanding anything to the merger contrary herein or in any other combination or conversion of agreement, all material matters and decisions with respect to the Company with or into another person; (iv) the use of the assets of the Company (including cash on hand) for and any purpose consistent with the terms of this Agreement and the repayment of obligations of the Company; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments; (vi) the distribution of Company cash; (vii) the selection, engagement and dismissal of officers, employees and agents, outside attorneys, accountants, engineers, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of such insurance for the benefit of the Company as it deems necessary or appropriate; (ix) the acquisition or disposition of assets; (x) the formation of, or acquisition of assets of or an interest in, or the contribution of property to, any person; (xi) the control of any matters affecting the rights and obligations Subsidiary of the Company, including each of the commencementmatters set forth on Exhibit C, prosecution shall require the approval of the Board, and defense of actions at law or in equity and otherwise engaging in the conduct of litigation Progress Energy and the incurring Company shall not permit any Subsidiary of legal expense and the settlement Company to take any action that requires such approval or any other approval required hereunder prior to such approval of claims and litigation; (xii) the indemnification of Board or any person against liabilities and contingencies to the extent permitted by law and this Agreement and (xiii) the issuance of Membership Interestsother approval required hereunder being obtained. (b) Notwithstanding Except as otherwise provided by Section 6.1(c), upon the general authority First Closing and during the term of this Agreement, the Board shall consist of eleven (11) Managers, of which two (2) Managers shall be designated by the New Investor Group (each, a “New Investor Designee”) and nine (9) Managers shall be designated by Progress Energy (each, a “Progress Energy Designee”). Each of the Managers Members shall take all actions as may be reasonably necessary to cause the Board to consist of such number of Progress Energy Designees and New Investor Designees. (as hereinafter defined)c) Notwithstanding anything herein to the contrary, the following items shall require the prior affirmative consent of the Members: (i) borrowing if at any time after the Final Closing the aggregate Company Percentage Interest of money and/or refinancing by the CompanyNew Investor Group is less than the Requisite Two-Manager Appointment Percentage, then the New Investor Group shall thereafter only have the right to designate one (1) New Investor Designee and (ii) if at any time the aggregate Company Percentage Interest of the New Investor Group decreases to less than the Requisite Manager Appointment Percentage, then the New Investor Group shall cease to have any right to designate any Managers pursuant to this Section 6.1 and, in each case of (i) and (ii) the sale or disposition total number of all or substantially all Managers constituting the entire Board shall be adjusted accordingly. In the event that the aggregate Company Percentage Interest of the assets New Investor Group decreases such that New Investor Group would be entitled to appoint a number of New Investor Designees that is less than the number of New Investor Designees then serving on the Board, the New Investor Group will, as promptly as practicable (but in any event, within five (5) days of such decrease), designate (in New Investor’s sole discretion) one or more New Investor Designees for removal from the Board, such that the number of New Investor Designees serving on the Board is equal to the number of New Investor Designees that the New Investor Group is entitled to appoint at such time pursuant to this Section 6.1(c), such removal or removals being effective immediately upon such designation of removal (a “New Investor Removal Designation”). If the New Investor Group fails to timely make the New Investor Removal Designation, then the Company shall provide written notice of such failure to New Investor. If the New Investor Group subsequently fails to effect such New Investor Removal Designation within twenty-four (24) hours of receipt of such written notice, Progress Energy may make the New Investor Removal Designation (in Progress Energy’s sole discretion). Each of the CompanyMembers shall take all actions as may be reasonably necessary to implement the foregoing changes as promptly as practicable, including voting to remove or causing the resignation of the appropriate Manager and voting to decrease the size of the Board. (d) Notwithstanding any other provision of this Agreement, the Managers and Members agree that to the fullest extent permitted by the LLC Act: (i) Managers shall have the same fiduciary duties to the Company as directors of a corporation incorporated under the Delaware General Corporations Law. Except to the extent elimination or limitation of liability would not be permitted under the LLC Act or by applicable Law if the Company were a corporation incorporated under the Delaware General Corporations Law, no Manager shall be personally liable to the Company or its Members for monetary damages for any breach of fiduciary duty in such capacity. Any repeal or modification of this Section 6.1(d)(i) by the Members of the Company shall not adversely affect any right or protection of a Manager existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification. The Managers and Members acknowledge and agree that the enforcement or exercise by an Investor Member or any New Investor Designee of any of its rights under Section 3.6(b), Section 7.1 and Section 7.3 shall in no event constitute a violation of fiduciary duties of an Investor Member or any New Investor Designee, which are hereby disclaimed in all respects with respect thereto; and (ii) Each Officer (in such Person’s capacity as an officer) shall have the same fiduciary duties that an officer of the Company would have if the Company were a corporation incorporated under the Delaware General Corporations Law, and the Company and its Members shall have the same rights and remedies in respect of such duties as if the Company were a corporation incorporated under the Delaware General Corporations Law and the Members were its stockholders. (iiie) the voluntary bankruptcy or dissolution of the CompanyManagers, as such, shall receive reimbursement for their reasonable and out-of-pocket expenses incurred in connection with their services as Managers.

Management by Managers. (a) The Company shall be managed by one or more “managers” (as such term is used in the Act) according to the remaining provisions of this Section 9 11 and, except with respect to certain consent or approval requirements provided in this Agreement, no Member, by virtue of having the status of a Member, shall have any management power 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. Except as described in the preceding sentence, the business and affairs of the Company shall be managed by the Managers elected in accordance with Section 9.2 11.2 acting exclusively through the Board of Managers of the Company (the “Board”) in accordance with this Agreement. Under the direction of the Board, the day-to-day activities of the Company may be conducted on the Company’s behalf by the officers (as defined below in Section 9.5)Officers, who shall be agents of the Company. 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 the Agreement, the Board and the officers Officers (subject to Section 9.5 11.5 and the direction of the Board) shall have full power and authority to do all things on such terms as they may deem necessary or appropriate to conduct, or cause to be conducted, the business and affairs of the Company, including, without limitation, (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company; (iii) the merger or other combination or conversion of the Company with or into another person; (iv) the use of the assets of the Company (including cash on hand) for any purpose consistent with the terms of this Agreement and the repayment of obligations of the Company; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments; (vi) the distribution of Company cash; (vii) the selection, engagement and dismissal of officersOfficers, employees and agents, outside attorneys, . accountants, engineers, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of such insurance for the benefit of the Company as it deems necessary or appropriate; (ix) the acquisition or disposition of assets; (x) the formation of, or acquisition of assets of or an interest in, or the contribution of property to, any person; (xi) the control of any matters affecting the rights and obligations of the Company, including the commencement, prosecution and defense of actions at law or in equity and otherwise engaging in the conduct of litigation and the incurring of legal expense and the settlement of claims and litigation; (xii) the indemnification of any person against liabilities and contingencies to the extent permitted by law and this Agreement and (xiii) the issuance of Membership Interests.previously authorized Shares, (b) Notwithstanding the general authority of the Managers (as hereinafter defined), the following items shall require the prior affirmative consent of the Members: (i) borrowing of money and/or refinancing above USD100 million by the Company, (ii) the sale or disposition of all or substantially all of the assets of the Company, and (iii) the voluntary bankruptcy or dissolution of the Company.

Management by Managers. (a) The Company shall be managed by one or more “managers” (as such term is used in the Act) according and subject to the remaining provisions of this Section 9 Article 8 and, except with respect to certain consent or approval requirements as expressly provided in this Agreement, no Member, Member by virtue of having the status of a Member, Member shall have any management power 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. Except as described in the preceding sentence, the The business and affairs of the Company shall be managed by the Managers elected in accordance with Section 9.2 acting exclusively through sole Manager “Sole Manager”) who shall initially be ▇▇▇▇▇ ▇. ▇▇▇▇▇▇. The Sole Manager may be replaced at the Board of Managers discretion of the Company (the “Board”) in accordance with this AgreementSole Member. Under the direction of the BoardSole Manager, the day-to-day activities of the Company may shall be conducted on the Company’s behalf by the officers (as defined below in Section 9.5)Officers, who shall be agents of the Company. 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 and the officers (subject to Section 9.5 and the direction of the Board) Sole Manager shall have full power and authority to do all things on such terms as they may deem necessary or appropriate to conduct, or cause to be conducted, the business and affairs of the Company, includingincluding (subject to any applicable voting requirements or consent or approval rights of any person, without limitationif any, including those contained in this Agreement or applicable law): (ia) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness and the incurring of any other obligations; (iib) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company; (iiic) the merger or other combination or conversion of the Company with or into another personperson or the conversion of the Company from a limited liability company to any other business entity; (ivd) the use of the assets of the Company (including cash on hand) for any purpose consistent with the terms of this Agreement and the repayment of obligations of the Company; (ve) the negotiation, execution and performance of any contracts, conveyances or other instruments; (vif) the distribution of Company cashcash or other property; (viig) the selection, engagement and dismissal of officersOfficers, employees and agents, outside attorneys, accountants, engineers, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (viiih) the maintenance of such insurance for the benefit of the Company as it deems necessary or appropriate; Company, (ixi) the acquisition or disposition of assets; (xj) the formation of, or acquisition of assets of or an interest in, or the contribution of property to, any person; (xik) the control of any matters affecting the rights and obligations of the Company, including the commencement, prosecution and defense of actions at law or in equity and otherwise engaging in the conduct of litigation and the incurring of legal expense and the settlement of claims and litigation; (xii1) the indemnification of any person against liabilities and contingencies to the extent permitted by applicable law and this Agreement and Agreement; (xiiim) the voting of equity interests of the Company in any other person, including any subsidiary; (n) the issuance of Membership Interests. Shares; (bo) Notwithstanding the general authority approval of the Managers operating budgets and capital expenditure budgets; and (as hereinafter defined), the following items shall require the prior affirmative consent of the Members: (i) borrowing of money and/or refinancing by the Company, (iip) the sale or disposition of all or substantially all of the Company’s assets of the Company, and (iii) the voluntary bankruptcy or dissolution of the Companyany significant portion thereof.

Management by Managers. (a) The Company shall be managed by one or more “managers” (as such term is used in the Act) according to the remaining provisions of this Section 9 7 and, except with respect to certain consent or approval requirements provided in this Agreement, no Member, by virtue of having the status of a Member, shall have any management power 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. Except as described in the preceding sentence, the business and affairs of the Company shall be managed by the Managers elected in accordance with Section 9.2 7.2 acting exclusively through the Board of Managers of the Company (the “Board”) in accordance with this Agreement. Under the direction of the Board, the day-to-day activities of the Company may shall be conducted on the Company’s behalf by the officers (as defined below in Section 9.5)Officers, who shall be agents of the Company. 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 and the officers Officers (subject to Section 9.5 7.5 and the direction of the Board) shall have full power and authority to do all things on such terms as they may deem necessary or appropriate to conduct, or cause to be conducted, the business and affairs of the Company, including, without limitation, including (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company; (iii) the merger or other combination or conversion of the Company with or into another person; (iv) the use of the assets of the Company (including cash on hand) for any purpose consistent with the terms of this Agreement and the repayment of obligations of the Company; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments; (vi) the distribution of Company cash; (vii) the selection, engagement and dismissal of officersOfficers, employees and agents, outside attorneys, accountants, engineers, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of such insurance for the benefit of the Company as it deems necessary or appropriate; (ix) the acquisition or disposition of assets; (x) the formation of, or acquisition of assets of or an interest in, or the contribution of property to, any person; (xi) the control of any matters affecting the rights and obligations of the Company, including the commencement, prosecution and defense of actions at law or in equity and otherwise engaging in the conduct of litigation and the incurring of legal expense and the settlement of claims and litigation; (xii) the indemnification of any person against liabilities and contingencies to the extent permitted by law and this Agreement and (xiiixii) issue previously authorized units of membership interests in the issuance of Membership InterestsCompany (“Units”). (b) Notwithstanding the general authority of the Managers (as hereinafter defined), the following items shall require the prior affirmative consent of the Members: (i) borrowing of money and/or refinancing by the Company, (ii) the sale or disposition of all or substantially all of the assets of the Company, and (iii) the voluntary bankruptcy or dissolution of the Company.

Management by Managers. (a) The Company shall be managed by one or more “managers” (as such term is used in the Act) according to the remaining provisions of this Section 9 8 and, except with respect to certain consent or approval requirements provided in this Agreement, no Member, by virtue of having the status of a Member, shall have any management power 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. Except as described in the preceding sentence, the business and affairs of the Company shall be managed by the Managers elected in accordance with Section 9.2 8.2 acting exclusively through the Board of Managers of the Company (the “Board”) in accordance with this Agreement. Under the direction of the Board, the day-to-day activities of the Company may be conducted on the Company’s behalf by the officers (as defined below in Section 9.5)Officers, who shall be agents of the Company. 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 and the officers Officers (subject to Section 9.5 8.5 and the direction of the Board) shall have full power and authority to do all things on such terms as they may deem necessary or appropriate to conduct, or cause to be conducted, the business and affairs of the Company, including, without limitation, (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company; (iii) the merger or other combination or conversion of the Company with or into another person; (iv) the use of the assets of the Company (including cash on hand) for any purpose consistent with the terms of this Agreement and the repayment of obligations of the Company; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments; (vi) the distribution of Company cash; (vii) the selection, engagement and dismissal of officersOfficers, employees and agents, outside attorneys, accountants, engineers, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of such insurance for the benefit of the Company as it deems necessary or appropriate; (ix) the acquisition or disposition of assets; (x) the formation of, or acquisition of assets of or an interest in, or the contribution of property to, any person; (xi) the control of any matters affecting the rights and obligations of the Company, including the commencement, prosecution and defense of actions at law or in equity and otherwise engaging in the conduct of litigation and the incurring of legal expense and the settlement of claims and litigation; (xii) the indemnification of any person against liabilities and contingencies to the extent permitted by law and this Agreement and (xiii) the issuance of Membership Interestspreviously authorized Units. (b) Notwithstanding the general authority of the Managers (as hereinafter defined), the following items shall require the prior affirmative consent of Members holding a majority of the MembersUnits: (i) borrowing of money and/or refinancing by the Company, (ii) the sale or disposition of all or substantially all of the assets of the Company, and (iiiii) the voluntary bankruptcy or dissolution of the Company.

Management by Managers. (a) The Except for situations in which the approval of the Members is required by this Agreement or by nonwaivable provisions of applicable law, and subject to the provisions of Section 7.1(b): (i) the powers of the Company shall be managed exercised by one or more “managers” (as such term is used in under the Act) according to the remaining provisions of this Section 9 and, except with respect to certain consent or approval requirements provided in this Agreement, no Member, by virtue of having the status of a Member, shall have any management power 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. Except as described in the preceding sentence, and the business and affairs of the Company shall be managed by under the direction of, the Managers, each with the independently authority to act; and (ii) the Managers elected in accordance may, with Section 9.2 acting exclusively through the Board of Managers verbal or written consent of the other Managers, make all decisions and take all actions for the Company (the “Board”) not otherwise provided for in accordance with this Agreement. Under the direction of the Board, the day-to-day activities of the Company may be conducted on the Company’s behalf by the officers (as defined below in Section 9.5), who shall be agents of the Company. 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 and the officers (subject to Section 9.5 and the direction of the Board) shall have full power and authority to do all things on such terms as they may deem necessary or appropriate to conduct, or cause to be conducted, the business and affairs of the Company, including, without limitation, the following: (i) entering into, making, and performing contracts, agreements, and other undertakings binding the Company that may be necessary, appropriate, or advisable in furtherance of the purposes of the Company and making of any expendituresall decisions and waivers thereunder; (ii) opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders for the lending or borrowing payment of money, the assumption and designating individuals with authority to sign or guarantee of, or other contracting for, indebtedness give instructions with respect to those accounts and other liabilities, the issuance of evidences of indebtedness and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company; arrangements; (iii) the merger or other combination or conversion of the Company with or into another person; (iv) the use of maintaining the assets of the Company in good order; (including cash on handiv) collecting sums due the Company; (v) paying Company debts and obligations to the extent that Company funds are available therefor; (vi) acquiring, utilizing for Company purposes, and Disposing of any purpose consistent with the terms of this Agreement and the repayment of obligations asset of the Company; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments; (vi) the distribution of Company cash; ; (vii) selecting, removing, and changing the selection, engagement authority and dismissal responsibility of officers, employees and agents, outside attorneyslawyers, accountants, engineers, consultants and contractors and the determination of their compensation and other terms of employment or hiring; advisers and consultants; (viii) determining distributions of Company cash and other property not otherwise provided for in this Agreement; (ix) obtaining insurance to protect the maintenance of such insurance for Company and the benefit business of the Company as it deems necessary or appropriate; (ix) the acquisition or disposition of assets; against loss; (x) entering into agreements with the formation of, Members or acquisition their affiliates for the rendering by such Persons to the Company of assets of or an interest in, services or the contribution sale or leasing to the Company of property toequipment or supplies, any personsubject to the requirements of this Agreement; and (xi) taking such other action and performing such other acts as the control of any matters affecting Managers deem appropriate, necessary or convenient to carry out the rights and obligations business of the Company, including the commencement, prosecution and defense of actions at law or in equity and otherwise engaging in the conduct of litigation and the incurring of legal expense and the settlement of claims and litigation; (xii) the indemnification of any person against liabilities and contingencies to the extent permitted by law and this Agreement and (xiii) the issuance of Membership Interests. (b) Notwithstanding the general authority provisions of the Managers (as hereinafter definedSection 7.1(a), the Managers may not cause the Company to do any of the following items shall require without the prior affirmative consent of the Members: a Required Interest: (i) borrowing of money and/or refinancing by amend or restate the Company, Articles; (ii) the sale be a party to any merger, consolidation, share or disposition interest exchange, or conversion; (iii) sell or otherwise Dispose of all or substantially all Company assets in a transaction not in the regular and usual course of the assets business of the Company, and ; (iiiiv) execute or deliver any assignment for the benefit of creditors of the Company; (v) file any voluntary petition in bankruptcy or receivership with respect to the Company; (vi) cause the Company to do any act that requires the consent of the Members as otherwise provided in this Agreement; (vii) voluntarily cause the dissolution of the Company; (viii) cause the Company to engage in any transaction, agreement or action that is unrelated to its purpose as set forth in the Articles or this Agreement or that otherwise contravenes this Agreement; (ix) cause the Company to take any action that would make it impossible to carry on the ordinary business of the Company; (x) except as specifically set forth in this Agreement, cause the Company to enter into contracts or otherwise deal with a Manager, Member, or any Affiliate of a Manager or a Member; or (xi) borrowing money or otherwise committing the Company’s credit for Company activities and voluntary prepayments or debt extensions and pledging or encumbering Company assets to secure such borrowings.