Common use of Management Generally Clause in Contracts

Management Generally. (a) Subject to the requirements of the Investment Company Act, the voting rights of the Interests and the rights of the Board of Directors set forth herein, the management of the Company shall be vested exclusively in the General Partner, which shall have, subject to the foregoing, all of the power and authority of a "general partner" of the Company within the meaning of the Delaware Act, including the authority to appoint officers and to authorize persons to act on behalf of the Company and engage third parties to provide services to the Company and to perform any permissible activity and is further authorized to delegate such power and authority to such officers or authorized Persons as it determines to be appropriate. The Board of Directors may designate one or more committees each of which shall have all or such lesser portion of the power and authority of the entire Board of Directors as the Directors shall determine from time to time, except to the extent that action by the entire Board of Directors or particular Directors is required by the Investment Company Act. (b) Notwithstanding Section 9.1(a), the Board of Directors shall have, and the General Partner hereby irrevocably delegates to them pursuant to Section 17-403(c) of the Delaware Act, all of the power and authority set forth in any provision of this Agreement or conferred on them with respect to an investment company by or pursuant to the Investment Company Act and any other federal securities laws, including to appoint and terminate the General Partner, the Investment Manager and the independent public accountants of the Company in accordance with the provisions of Section 15 of the Investment Company Act, to establish the policies and procedures for determining the Net Asset Value of the Company and to review and adjust the determinations thereof by the General Partner, to approve all policies and procedures, including compliance policies and procedures, of the Company and of the General Partner, the Investment Manager and any transfer agent, to approve co-investments as contemplated by any exemptive order applicable to the Company and to resolve conflicts of interest between the Company and Affiliated Persons thereof. Notwithstanding Section 9.1(a), the Board of Directors shall have full power and authority to allocate any or all of the investment management of the Company’s Assets to the Investment Manager instead of to the General Partner and shall have full power and authority to liquidate and dissolve the Company, subject to the Investment Company Act. (c) Except as expressly set forth herein, the Partners, in their capacity as such, shall have no part in the management of the Company, and shall have no authority or right to act on behalf of the Company in connection with any matter. Employees, officers, authorized Persons and agents of the Company shall have authority to act on behalf and in the name of the Company to the extent authorized by the General Partner.

Management Generally. (a) Subject In order to the requirements of the Investment Company Act, the voting rights of the Interests and the rights of enable the Board of Directors set forth herein, to manage the management business and affairs of the Company shall be vested exclusively in the General PartnerPartnership, which shall have, subject to the foregoing, all of the power and authority of a "general partner" of the Company within the meaning of the Delaware Act, including the authority to appoint officers and to authorize persons to act on behalf of the Company and engage third parties to provide services to the Company and to perform any permissible activity and is further authorized to delegate such power and authority to such officers or authorized Persons as it determines to be appropriate. The Board of Directors may designate one or more committees each of which shall have all or such lesser portion of the power and authority of the entire Board of Directors as the Directors shall determine from time to time, except to the extent that action by the entire Board of Directors or particular Directors is required by the Investment Company Act. (b) Notwithstanding Section 9.1(a), the Board of Directors shall have, and the General Partner hereby irrevocably delegates to them pursuant to the Board of Directors all management powers over the business and affairs of the Partnership that it may now or hereafter possess under applicable law (other than its obligations as Tax Matters Partner under Section 9.4 of this Agreement) as permitted under Section 17-403(c) of the Delaware LP Act. The General Partner further agrees to take any and all action necessary and appropriate, all in the sole discretion of the power and authority set forth in any provision Board of this Agreement or conferred on them with respect to an investment company by or pursuant to the Investment Company Act and any other federal securities laws, including to appoint and terminate the General Partner, the Investment Manager and the independent public accountants of the Company in accordance with the provisions of Section 15 of the Investment Company ActDirectors, to establish the policies and procedures for determining the Net Asset Value of the Company and to review and adjust the determinations thereof effect any duly authorized actions by the General Partner, to approve all policies and procedures, including compliance policies and procedures, of the Company and of the General Partner, the Investment Manager and any transfer agent, to approve co-investments as contemplated by any exemptive order applicable to the Company and to resolve conflicts of interest between the Company and Affiliated Persons thereof. Notwithstanding Section 9.1(a), the Board of Directors shall have full power and authority to allocate or any or all officer of the investment Partnership, including executing or filing any agreements, instruments or certificates, delivering all documents, providing all information and taking or refraining from taking action as may be necessary or appropriate to achieve all the effective delegation of power described in this Section. Each of the Partners and each Person who may acquire an interest in a Limited Partnership Interest hereby approves, consents to, ratifies and confirms such delegation. The delegation by the General Partner to the Board of Directors of management powers over the business and affairs of the Partnership pursuant to the provisions of this Agreement shall not cause the General Partner to cease to be a general partner of the Partnership nor shall it cause the Board of Directors or any member thereof to be a general partner of the Partnership or to have or be subject to any liabilities of a general partner of the Partnership that may be applicable. Except as provided in Section 9.4 of this Agreement relating to the General Partner’s duties as the Tax Matters Partner and except as otherwise provided in this Agreement, the management of the Company’s Assets to Partnership shall be vested exclusively in the Investment Manager instead Board of to the General Partner and shall have full power and authority to liquidate and dissolve the CompanyDirectors and, subject to the Investment Company Act. (c) Except as expressly set forth hereindirection of the Board of Directors, the Partners, Partnership’s officers. Neither the General Partner nor any of the Limited Partners in their capacity capacities as such, such shall have no any part in the management of the CompanyPartnership (except, with respect to the General Partner, as provided in Section 9.4 of this Agreement relating to its duties as the Tax Matters Partner) and shall have no authority or right to act on behalf of the Company Partnership or deal with any third parties on behalf of the Partnership in connection with any matter, except as requested or authorized by the Board of Directors. Employees, officers, authorized Persons and agents All actions outside of the Company shall have authority ordinary course of business of the Partnership to act be taken by or on behalf and in the name of the Company Partnership shall require the approval of a Majority of the Board, except to the extent authorized by expressly provided herein or in any Officer Employment Agreement and except that any matter for which an Officer Employment Agreement specifically provides the General Partnerofficer of the Partnership that is a party to such Officer Employment Agreement may take action on behalf of the Partnership or any of its Subsidiaries without prior approval of the Board shall not require approval of a Majority of the Board for such officer of the Partnership to take such action on behalf of the Partnership or such Subsidiary.

Management Generally. (a) Subject In order to the requirements of the Investment Company Act, the voting rights of the Interests and the rights of enable the Board of Directors set forth herein, Supervisors to manage the management business and affairs of the Company shall be vested exclusively in the General PartnerPartnership, which shall have, subject to the foregoing, all of the power and authority of a "general partner" of the Company within the meaning of the Delaware Act, including the authority to appoint officers and to authorize persons to act on behalf of the Company and engage third parties to provide services to the Company and to perform any permissible activity and is further authorized to delegate such power and authority to such officers or authorized Persons as it determines to be appropriate. The Board of Directors may designate one or more committees each of which shall have all or such lesser portion of the power and authority of the entire Board of Directors as the Directors shall determine from time to time, except to the extent that action by the entire Board of Directors or particular Directors is required by the Investment Company Act. (b) Notwithstanding Section 9.1(a), the Board of Directors shall have, and the General Partner hereby irrevocably delegates to them pursuant to the Board of Supervisors all management powers over the business and affairs of the Partnership that it may now or hereafter possess under applicable law (other than its obligations as “tax matters partner” under Section 8.3 of this Agreement) as permitted under Section 17-403(c) of the Delaware Act. The General Partner further agrees to take any and all action necessary and appropriate, all in the sole discretion of the Board of Supervisors, to effect any duly authorized actions by the Board of Supervisors or any Officer, including executing or filing any agreements, instruments or certificates, delivering all documents, providing all information and taking or refraining from taking action as may be necessary or appropriate to achieve all the effective delegation of power described in this Section. Each of the Partners and authority set forth Assignees and each Person who may acquire an interest in any provision a Partnership Interest hereby approves, consents to, ratifies and confirms such delegation. The delegation by the General Partner to the Board of Supervisors of management powers over the business and affairs of the Partnership pursuant to the provisions of this Agreement shall not cause the General Partner to cease to be a general partner of the Partnership nor shall it cause the Board of Supervisors or conferred on them with respect any member thereof to an investment company by be a general partner of the Partnership or pursuant to have or be subject to the Investment Company Act and any other federal securities laws, including liabilities of a general partner of the Partnership. Except as provided in Section 8.3 of this Agreement relating to appoint and terminate the General Partner’s duties as “tax matters partner” and except as otherwise provided in this Agreement, the Investment Manager and the independent public accountants management of the Company Partnership shall be vested exclusively in accordance with the provisions of Section 15 of the Investment Company Act, to establish the policies and procedures for determining the Net Asset Value of the Company and to review and adjust the determinations thereof by the General Partner, to approve all policies and procedures, including compliance policies and procedures, of the Company and of the General Partner, the Investment Manager and any transfer agent, to approve co-investments as contemplated by any exemptive order applicable to the Company and to resolve conflicts of interest between the Company and Affiliated Persons thereof. Notwithstanding Section 9.1(a), the Board of Directors shall have full power and authority to allocate any or all of the investment management of the Company’s Assets to the Investment Manager instead of to the General Partner and shall have full power and authority to liquidate and dissolve the CompanySupervisors and, subject to the Investment Company Act. (c) Except as expressly set forth hereindirection of the Board of Supervisors, the Partners, Officers. Neither the General Partner nor any of the Limited Partners in their capacity capacities as such, such shall have no any part in the management of the CompanyPartnership (except, with respect to the General Partner, as provided in Section 8.3 of this Agreement relating to its duties as “tax matters partner”) and shall have no authority or right to act on behalf of the Company Partnership or deal with any third parties on behalf of the Partnership in connection with any matter. Employees, officers, authorized Persons and agents of the Company shall have authority to act on behalf and in the name of the Company to the extent except as requested or authorized by the General PartnerBoard of Supervisors.

Management Generally. (a) Subject to the requirements of the Investment Company Act, the voting rights of the Interests and the rights of the Board of Directors set forth herein, the management of the Company shall be vested exclusively in the General Partner, which shall have, subject to the foregoing, all of the power and authority of a "general partner" of the Company within the meaning of the Delaware Act, including the authority to appoint officers and to authorize persons to act on behalf of the Company and engage third parties to provide services to the Company and to perform any permissible activity and is further authorized to delegate such power and authority to such officers or authorized Persons as it determines to be appropriate. The Board of Directors may designate one or more committees each of which shall have all or such lesser portion of the power and authority of the entire Board of Directors as the Directors shall determine from time to time, except to the extent that action by the entire Board of Directors or particular Directors is required by the Investment Company Act. (b) Notwithstanding Section 9.1(a), the Board of Directors shall have, and the General Partner hereby irrevocably delegates to them pursuant to Section 17-403(c) of the Delaware Act, all of the power and authority set forth in any provision of this Agreement or conferred on them with respect to an investment company by or pursuant to the Investment Company Act and any other federal securities laws, including to appoint and terminate the General Partner, the Investment Manager, the Co-Manager and the independent public accountants of the Company in accordance with the provisions of Section 15 of the Investment Company Act, to establish the policies and procedures for determining the Net Asset Value of the Company and to review and adjust the determinations thereof by the General Partner, to approve all policies and procedures, including compliance policies and procedures, of the Company and of the General Partner, the Investment Manager, the Co-Manager and any transfer agent, to approve co-investments as contemplated by any exemptive order applicable to the Company and to resolve conflicts of interest between the Company and Affiliated Persons thereof. Notwithstanding Section 9.1(a), the Board of Directors shall have full power and authority to allocate any or all of the investment management of the Company’s 's Assets to the Investment Manager or the Co-Manager instead of to the General Partner and shall have full power and authority to liquidate and dissolve the Company, subject to the Investment Company ActPartner. (c) Except as expressly set forth herein, the Partners, in their capacity as such, shall have no part in the management of the Company, and shall have no authority or right to act on behalf of the Company in connection with any matter. Employees, officers, authorized Persons and agents of the Company shall have authority to act on behalf and in the name of the Company to the extent authorized by the General Partner.

Management Generally. (a) Subject to the requirements of the Investment Company Act, the voting rights of the Interests and the rights of the Board of Directors set forth herein, the management of the Company Partnership shall be vested exclusively in the General Partner, which shall have, subject to the foregoing, all of the power and authority of a "“general partner" ” of the Company Partnership within the meaning of the Delaware Act, including the authority to appoint officers and to authorize persons to act on behalf of the Company Partnership and engage third parties to provide services to the Company Partnership and to perform any permissible activity and is further authorized to delegate such power and authority to such officers or authorized Persons as it determines to be appropriate. The Board of Directors may designate one or more committees each of which shall have all or such lesser portion of the power and authority of the entire Board of Directors as the Directors shall determine from time to time, except to the extent that action by the entire Board of Directors or particular Directors is required by the Investment Company Act. (b) Notwithstanding Section 9.1(a), the Board of Directors shall have, and the General Partner hereby irrevocably delegates to them pursuant to Section 17-403(c) of the Delaware Act, all of the power and authority set forth in any provision of this Agreement or conferred on them with respect to an investment company by or pursuant to the Investment Company Act and any other federal securities laws, including to appoint and terminate the General Partner, the Investment Manager and the independent public accountants of the Company Partnership in accordance with the provisions of Section 15 of the Investment Company Act, to establish the policies and procedures for determining the Net Asset Value of the Company Partnership and to review and adjust the determinations thereof by the General Partner, to approve all policies and procedures, including compliance policies and procedures, of the Company Partnership and of the General Partner, the Investment Manager and any transfer agent, to approve co-investments as contemplated by any exemptive order applicable to the Company agent and to resolve conflicts of interest between the Company and Affiliated Persons thereof. Notwithstanding Section 9.1(a), the Board of Directors shall have full power and authority to allocate any or all of the investment management of the Company’s Assets to the Investment Manager instead of to the General Partner and shall have full power and authority to liquidate and dissolve the Company, subject to the Investment Company Act. (c) Except as expressly set forth herein, the Partners, in their capacity as such, shall have no part in the management of the Company, and shall have no authority or right to act on behalf of the Company in connection with any matter. Employees, officers, authorized Persons and agents of the Company shall have authority to act on behalf and in the name of the Company to the extent authorized by the General Partner.the

Management Generally. (a) Subject to the requirements of the Investment Company Act, the voting rights of the Interests and the rights of the Board of Directors set forth herein, the management of the Company shall be vested exclusively in the General Partner, which shall have, subject to the foregoing, all of the power and authority of a "general partner" of the Company within the meaning of the Delaware Act, including the authority to appoint officers and to authorize persons to act on behalf of the Company and engage third parties to provide services to the Company and to perform any permissible activity and is further authorized to delegate such power and authority to such officers or authorized Persons as it determines to be appropriate. The Board of Directors may designate one or more committees each of which shall have all or such lesser portion of the power and authority of the entire Board of Directors as the Directors shall determine from time to time, except to the extent that action by the entire Board of Directors or particular Directors is required by the Investment Company Act. (b) Notwithstanding Section 9.1(a), the Board of Directors shall have, and the General Partner hereby irrevocably delegates to them pursuant to Section 17-403(c) of the Delaware Act, all of the power and authority set forth in any provision of this Agreement or conferred on them with respect to an investment company by or pursuant to the Investment Company Act and any other federal securities laws, including to appoint and terminate the General Partner, the Investment Manager, the Co-Manager and the independent public accountants of the Company in accordance with the provisions of Section 15 of the Investment Company Act, to establish the policies and procedures for determining the Net Asset Value of the Company and to review and adjust the determinations thereof by the General Partner, to approve all policies and procedures, including compliance policies and procedures, of the Company and of the General Partner, the Investment Manager, the Co-Manager and any transfer agent, to approve co-investments as contemplated by any exemptive order applicable to the Company and to resolve conflicts of interest between the Company and Affiliated Persons thereof. Notwithstanding Section 9.1(a), the Board of Directors shall have full power and authority to allocate any or all of the investment management of the Company’s 's Assets to the Investment Manager or the Co-Manager instead of to the General Partner and shall have full power and authority to liquidate and dissolve the Company, subject to the Investment Company Act. (c) Except as expressly set forth herein, the Partners, in their capacity as such, shall have no part in the management of the Company, and shall have no authority or right to act on behalf of the Company in connection with any matter. Employees, officers, authorized Persons and agents of the Company shall have authority to act on behalf and in the name of the Company to the extent authorized by the General Partner.

Management Generally. (a) Subject In order to the requirements of the Investment Company Act, the voting rights of the Interests and the rights of enable the Board of Directors set forth herein, to manage the management business and affairs of the Company shall be vested exclusively in the General PartnerPartnership, which shall have, subject to the foregoing, all of the power and authority of a "general partner" of the Company within the meaning of the Delaware Act, including the authority to appoint officers and to authorize persons to act on behalf of the Company and engage third parties to provide services to the Company and to perform any permissible activity and is further authorized to delegate such power and authority to such officers or authorized Persons as it determines to be appropriate. The Board of Directors may designate one or more committees each of which shall have all or such lesser portion of the power and authority of the entire Board of Directors as the Directors shall determine from time to time, except to the extent that action by the entire Board of Directors or particular Directors is required by the Investment Company Act. (b) Notwithstanding Section 9.1(a), the Board of Directors shall have, and the General Partner hereby irrevocably delegates to them pursuant to the Board of Directors all management powers over the business and affairs of the Partnership that it may now or hereafter possess under applicable law (other than its obligations as Tax Matters Partner under Section 9.4 of this Agreement) as permitted under Section 17-403(c) of the Delaware LP Act. The General Partner further agrees to take any and all action necessary and appropriate, all in the sole discretion of the power and authority set forth in any provision Board of this Agreement or conferred on them with respect to an investment company by or pursuant to the Investment Company Act and any other federal securities laws, including to appoint and terminate the General Partner, the Investment Manager and the independent public accountants of the Company in accordance with the provisions of Section 15 of the Investment Company ActDirectors, to establish the policies and procedures for determining the Net Asset Value of the Company and to review and adjust the determinations thereof effect any duly authorized actions by the General Partner, to approve all policies and procedures, including compliance policies and procedures, of the Company and of the General Partner, the Investment Manager and any transfer agent, to approve co-investments as contemplated by any exemptive order applicable to the Company and to resolve conflicts of interest between the Company and Affiliated Persons thereof. Notwithstanding Section 9.1(a), the Board of Directors shall have full power and authority to allocate or any or all officer of the investment Company, including executing or filing any agreements, instruments or certificates, delivering all documents, providing all information and taking or refraining from taking action as may be necessary or appropriate to achieve all the effective delegation of power described in this Section. Each of the Partners and each Person who may acquire an interest in a Limited Partnership Interest hereby approves, consents to, ratifies and confirms such delegation. The delegation by the General Partner to the Board of Directors of management powers over the business and affairs of the Partnership pursuant to the provisions of this Agreement shall not cause the General Partner to cease to be a general partner of the Partnership nor shall it cause the Board of Directors or any member thereof to be a general partner of the Partnership or to have or be subject to any liabilities of a general partner of the Partnership that may be applicable. Except as provided in Section 9.4 of this Agreement relating to the General Partner’s duties as the Tax Matters Partner and except as otherwise provided in this Agreement, the management of the Company’s Assets to Partnership shall be vested exclusively in the Investment Manager instead Board of to the General Partner and shall have full power and authority to liquidate and dissolve the CompanyDirectors and, subject to the Investment Company Act. (c) Except as expressly set forth hereindirection of the Board of Directors, the Partners, Company’s officers. Neither the General Partner nor any of the Limited Partners in their capacity capacities as such, such shall have no any part in the management of the CompanyPartnership (except, with respect to the General Partner, as provided in Section 9.4 of this Agreement relating to its duties as the Tax Matters Partner) and shall have no authority or right to act on behalf of the Company Partnership or deal with any third parties on behalf of the Partnership in connection with any matter, except as requested or authorized by the Board of Directors. Employees, officers, authorized Persons and agents All actions outside of the Company shall have authority ordinary course of business of the Partnership to act be taken by or on behalf and in the name of the Company Partnership shall require the approval of a Majority of the Board, except to the extent authorized by expressly provided herein or in any Initial Manager’s Officer Employment Agreement and except that any matter for which an Initial Manager’s Officer Employment Agreement specifically provides such Initial Manager may take action on behalf of the Partnership or any of its Subsidiaries without prior approval of the Board shall not require approval of a Majority of the Board for such Initial Manager to take such action on behalf of the Partnership or such Subsidiary. Notwithstanding the foregoing, the General PartnerPartner is authorized to sign, and cause to be filed with the Secretary of State of the State of Delaware, the Certificate of Conversion, the Certificate of Limited Partnership, the Statement of LLLP Qualification and any similar type filing that may be required in connection with the Conversion.

Management Generally. (a) Subject to the requirements other provisions of this Agreement, including but not limited to Section 6.2, and the Investment Company Act, the voting rights overall management and control of the Interests business and the rights of the Board of Directors set forth herein, the management affairs of the Company shall be vested exclusively in the General PartnerManager, and the Manager shall manage and operate the Projects generally in accordance with the same standard of care pursuant to which shall haveother properties owned directly or indirectly by CBL are managed and operated. The Manager hereby agrees to deliver to Westfield, subject to promptly upon die receipt or sending thereof, copies of all notices, reports and communications between the foregoing, all of the power Company or any Subsidiary and authority of a "general partner" any lender under any Indebtedness of the Company within or a Subsidiary secured directly or indirectly by all or any portion of any Project which relates to any existing or pending default thereunder. Except for those matters expressly required under this Agreement to be approved by Westfield or the meaning Members, (i) the Manager shall be the sole decision-maker on all matters affecting the business and affairs of the Delaware ActCompany, and (ii) all decisions with respect to the business and affairs of the Company made by the Manager shall be binding on the Company and each of the Members, including those with respect to the authority following: (a) retaining and discharging property managers, provided, that, if the Property Manager is an Affiliate of the Manager, entering into a Property Management Agreement shall be deemed a “Major Decision” if such Property Management Agreement provides for management or other fees in excess of the greater of (1) those set forth on Exhibit D hereto, and (2) the fees generally being charged by CBL or its Affiliates (other than the Company or any Subsidiary) for comparable services provided to appoint officers other Affiliates of CBL (other than the Company or any Subsidiary); (b) protecting and preserving the interests of the Company with respect to authorize each Project and other assets owned by the Company and complying with all applicable laws and regulations and all agreements of the Company; (c) keeping all books of account and other records of the Company and each Project; (d) coordinating the services of all property managers, engineers, accountants and other persons necessary or appropriate to act carry out the business of the Company; (e) maintaining all funds of the Company in one or more Company accounts in a bank or banks and making payments for company expenses out of such account, provided, that such accounts shall be solely for the Company and shall not be commingled with the funds of either Member, the Manager or any other Person; (f) making distributions periodically to the Members in accordance with the provisions of this Agreement; (g) obtaining and complying with all policies of insurance in place with respect to the Company and the Projects; (h) instituting, defending, prosecuting, settling or otherwise taking any action on behalf of the Company and engage third parties to provide services to the Company and to perform any permissible activity and is further authorized to delegate such power and authority to such officers or authorized Persons as it determines to be appropriate. The Board of Directors may designate one or more committees each of which shall have all or such lesser portion of the power and authority of the entire Board of Directors as the Directors shall determine from time to time, except to the extent that action by the entire Board of Directors or particular Directors is required by the Investment Company Act. (b) Notwithstanding Section 9.1(a), the Board of Directors shall have, and the General Partner hereby irrevocably delegates to them pursuant to Section 17-403(c) of the Delaware Act, all of the power and authority set forth in any provision of this Agreement or conferred on them with respect to an investment company by any lawsuit or pursuant other legal action; (i) preparing and filing all necessary returns, reports and statements and paying all taxes, assessments and other impositions relating to Projects or operations of the Investment Company Act Company; (j) performing other normal business functions and any other federal securities laws, including to appoint otherwise operating and terminate managing the General Partner, the Investment Manager business and the independent public accountants affairs of the Company in accordance with the provisions of Section 15 of the Investment Company Actthis Agreement, to establish the policies with any applicable law and procedures for determining the Net Asset Value of the Company regulations, and to review and adjust the determinations thereof by the General Partner, to approve with all policies and procedures, including compliance policies and procedures, of the Company and of the General Partner, the Investment Manager and any transfer agent, to approve co-investments as contemplated by any exemptive order applicable to the Company and to resolve conflicts of interest between the Company and Affiliated Persons thereof. Notwithstanding Section 9.1(a), the Board of Directors shall have full power and authority to allocate any or all of the investment management agreements of the Company’s Assets to the Investment Manager instead of to the General Partner and shall have full power and authority to liquidate and dissolve the Company, subject to the Investment Company Act.; and (ck) Except as expressly set forth herein, the Partners, in their capacity as such, shall have no part in the management incurring costs and expenditures on behalf of the Company, and shall have no authority a Project Level Entity or right to act on behalf any other Subsidiary of the Company in connection with any matter. Employees, officers, authorized Persons and agents of the Company shall have authority to act on behalf and in the name of the Company to the extent authorized by the General PartnerCompany.

Management Generally. (a) Subject to the requirements of the Investment Company Act, the voting rights of the Interests and the rights of To enable the Board of Directors set forth herein, to manage the management business and affairs of the Company shall be vested exclusively in the General PartnerPartnership and of each Series, which shall have, subject and notwithstanding any provision to the foregoingcontrary contained in this Agreement or any Separate Series Agreement, all of the power and authority of a "general partner" of the Company within the meaning of the Delaware Act, including the authority to appoint officers and to authorize persons to act on behalf of the Company and engage third parties to provide services to the Company and to perform any permissible activity and is further authorized to delegate such power and authority to such officers or authorized Persons as it determines to be appropriate. The Board of Directors may designate one or more committees each of which shall have all or such lesser portion of the power and authority of the entire Board of Directors as the Directors shall determine from time to time, except to the extent that action by the entire Board of Directors or particular Directors is required by the Investment Company Act. (b) Notwithstanding Section 9.1(a), the Board of Directors shall have, and the General Partner hereby irrevocably delegates to them pursuant the Board of Directors all of its powers and authority to manage and control the business and affairs of the Partnership and of each Series, that it may now or hereafter possess under applicable law as a general partner of the Partnership to the fullest extent permitted under Section 17-403(c) of the Delaware Act. The General Partner further agrees to take any and all action necessary and appropriate, all in the sole direction of the power and authority set forth in any provision Board of this Agreement or conferred on them with respect to an investment company by or pursuant to the Investment Company Act and any other federal securities laws, including to appoint and terminate the General Partner, the Investment Manager and the independent public accountants of the Company in accordance with the provisions of Section 15 of the Investment Company ActDirectors, to establish the policies and procedures for determining the Net Asset Value of the Company and to review and adjust the determinations thereof effect any duly authorized actions by the General Partner, to approve all policies and procedures, including compliance policies and procedures, of the Company and of the General Partner, the Investment Manager and any transfer agent, to approve co-investments as contemplated by any exemptive order applicable to the Company and to resolve conflicts of interest between the Company and Affiliated Persons thereof. Notwithstanding Section 9.1(a), the Board of Directors shall have full power and authority to allocate or any or all officer of the investment Partnership, including executing or filing any agreements, instruments or certificates, delivering all documents, providing all information and taking or refraining from taking action as may be necessary or appropriate to achieve all the effective delegation of power described in this Section 3.1. Each of the Partners and each Person who may acquire an interest in a Limited Partnership Interest hereby approves, consents to, ratifies and confirms such delegation. The delegation by the General Partner to the Board of Directors of management powers over the business and affairs of the Partnership and the Series pursuant to the provisions of this Agreement and the Separate Series Agreements shall not cause the General Partner to cease to be a general partner of the Partnership nor shall it cause the Board of Directors or any member thereof to be a general partner of the Partnership or to have or be subject to any liabilities of a general partner of the Partnership that may be applicable. Except as otherwise provided in this Agreement and the Separate Series Agreements, the management of the Company’s Assets to Partnership and of each Series shall be vested exclusively in the Investment Manager instead Board of to the General Partner and shall have full power and authority to liquidate and dissolve the CompanyDirectors and, subject to the Investment Company Act. (c) direction of the Board of Directors, the Partnership’s officers. Except as expressly set forth hereinotherwise provided in this Agreement and the Separate Series Agreements, neither the Partners, General Partner nor any of the Limited Partners in their capacity capacities as such, such shall have no any part in the management of the Company, Partnership and each of the Series and shall have no authority or right to act on behalf of the Company Partnership or deal with any third parties on behalf of the Partnership in connection with any matter. Employees, officers, authorized Persons and agents of the Company shall have authority to act on behalf and in the name of the Company to the extent except as requested or authorized by the Board of Directors. Except as otherwise provided in this Agreement and the Separate Series Agreements, all actions outside of the ordinary course of business of the Partnership to be taken by or on behalf of the Partnership shall require the approval of a Majority of the Board. Notwithstanding the foregoing, the General PartnerPartner is authorized to sign, and cause to be filed with the Secretary of State of the State of Delaware, the Certificate of Limited Partnership, the Statement of Series LLLP Qualification and, following the Effective Date, as directed, orally or in writing, by the Board, any similar type filing that may be required in connection with the Partnership’s status as a limited liability limited partnership with the State of Delaware or any other state.

Management Generally. (a) Subject to the requirements of the Investment Company ActExcept as otherwise expressly provided in this Agreement, the voting rights of the Interests business and the rights of the Board of Directors set forth herein, the management affairs of the Company shall be vested exclusively in and controlled by a committee of persons elected by the General Partner, which shall have, subject Members in accordance with Section 5.2 of this Agreement (the “Board of Members”). Each person appointed by a Member to the foregoingBoard of Members shall act at the exclusive direction of, all be the agent of and shall be free to represent the views and positions of such appointing Member. In acting in its capacity as a Board Member, no Board Member shall have any fiduciary duty to the other members of the power Board of Members or to the Members. Except as otherwise expressly provided in this Agreement, the Board of Members shall have responsibility for establishing the policies and authority of a "general partner" of operating procedures with respect to the Company within the meaning of the Delaware Act, including the authority to appoint officers business and to authorize persons to act on behalf affairs of the Company and engage third parties for making all decisions as to provide services all matters which the Company has authority to perform, as fully as if the Members were themselves making such decisions. All decisions made with respect to the management and control of the Company and approved by the Board of Members shall be binding on the Company and all Members and shall be implemented by the Officers as provided in Section 5.6 of this Agreement. Except as otherwise expressly provided in this Agreement or as otherwise previously approved by the Board of Members, the Board of Members shall have the sole authority to direct the Company and to perform any permissible activity authorize and is further authorized to delegate such power and authority to such officers or authorized Persons as it determines to be appropriate. The Board of Directors may designate one or more committees each of which shall have approve all or such lesser portion of matters affecting the power and authority of the entire Board of Directors as the Directors shall determine from time to time, except to the extent that action by the entire Board of Directors or particular Directors is required by the Investment Company ActCompany. (b) Notwithstanding Subject to Section 9.1(a)5.4, the parties acknowledge and agree that: (i) the Board of Directors Members shall have, and the General Partner hereby irrevocably delegates to them pursuant to Section 17-403(c) of the Delaware Act, all of the power and authority set forth in any provision of this Agreement or conferred on them with respect to an investment company by or pursuant to the Investment Company Act and any other federal securities laws, including to appoint and terminate the General Partner, the Investment Manager and the independent public accountants of cause the Company in accordance with to enter into the provisions of Section 15 of the Investment Company ActRelated Project Agreements, to establish the policies and procedures for determining the Net Asset Value of the Company and to review and adjust the determinations thereof by the General Partnerwhich it is a party, to approve all policies and procedures, including compliance policies and procedures, of the Company and of the General Partner, the Investment Manager and any transfer agent, to approve co-investments as contemplated by this Agreement and any exemptive order applicable amendments to the Company such Related Project Agreements agreed upon by each of Axiall and to resolve conflicts of interest between the Company and Affiliated Persons thereof. Notwithstanding Section 9.1(a), Lotte (or their respective Affiliates) in such Person’s capacity as a party thereto; (ii) the Board of Directors Members shall have full power exercise its powers and authority to allocate any duties hereunder in a manner consistent with the Related Project Agreements; and (iii) numerous duties, activities, operational and processing functions, and responsibilities necessary or all of the investment management of the Company’s Assets important to the Investment Manager instead operation of, for, or on behalf of, the Company may be performed by each of to Axiall and Lotte, and their respective Affiliates under the General Partner and shall have full power and authority to liquidate and dissolve the Company, subject to the Investment Company ActRelated Project Agreements. (c) Except as expressly set forth hereinReasonably promptly after the date of this Agreement, the PartnersBoard of Members shall call an organizational meeting. At such meeting, in their capacity as suchthe Board of Members shall, shall have no part in the management of among other actions, adopt a mission statement for the Company, and shall have no authority or right to act on behalf which is consistent with the Business of the Company in connection with any matter. Employeesand which incorporates the principles set forth on Appendix D, officers, authorized Persons and agents of the Company shall have authority Guiding Principles (as amended from time to act on behalf and in the name of the Company to the extent authorized time by the General PartnerBoard of Members, the “Mission Statement”).

Management Generally. In order to enable (ai) Subject to the requirements of the Investment Company Act, the voting rights of the Interests and the rights of the Series Board of Directors set forth hereinof Series REIT to manage the business and affairs of Series REIT, the management of the Company shall be vested exclusively in the General Partner, which shall have, subject to the foregoing, all of the power and authority of a "general partner" of the Company within the meaning of the Delaware Act, including the authority to appoint officers and to authorize persons to act on behalf of the Company and engage third parties to provide services to the Company and to perform any permissible activity and is further authorized to delegate such power and authority to such officers or authorized Persons as it determines to be appropriate. The Board of Directors may designate one or more committees each of which shall have all or such lesser portion of the power and authority of the entire Board of Directors as the Directors shall determine from time to time, except to the extent that action by the entire Board of Directors or particular Directors is required by the Investment Company Act. (b) Notwithstanding Section 9.1(a), the Board of Directors shall have, and the General Partner hereby irrevocably delegates to them pursuant to the Series Board of Directors of Series REIT all management powers over the business and affairs of Series REIT that it may now or hereafter possess under applicable law (other than its obligations as Tax Matters Partner under Section 9.4) as permitted under Section 17-403(c) of the Delaware LP Act; (ii) the Series Board of Directors of Series TRS to manage the business and affairs of Series TRS, the General Partner hereby irrevocably delegates to the Series Board of Directors of Series TRS all management powers over the business and affairs of Series TRS that it may now or hereafter possess under applicable law (other than its obligations as Tax Matters Partner under Section 9.4) as permitted under Section 17-403(c) of the Delaware LP Act; and (iii) the Partnership Board of Directors to manage the business and affairs of the Partnership, the General Partner hereby irrevocably delegates to the Partnership Board of Directors all management powers over the business and affairs of the Partnership that it may now or hereafter possess under applicable law (other than its obligations as Tax Matters Partner under Section 9.4) as permitted under Section 17-403(c) of the Delaware LP Act. The General Partner further agrees to take any and all action necessary and appropriate, in the sole discretion of the Partnership Board of Directors, to effect any duly authorized actions by the Partnership Board of Directors or any officer of the Partnership, and any and all action necessary and appropriate, in the sole discretion of the Series Board of Directors of such Series, to effect any duly authorized actions by the Series Board of Directors or any officer of such Series, including, in each case, executing or filing any agreements, instruments or certificates, delivering all documents, providing all information and taking or refraining from taking action as may be necessary or appropriate to achieve all the effective delegation of power described in this Section 3.1. Each of the Partners and authority set forth each Person who may acquire an interest in any provision a Unit hereby approves, consents to, ratifies and confirms such delegation. The delegation by the General Partner to the Partnership Board of this Agreement or conferred on them with respect Directors of management powers over the business and affairs of the Partnership and the delegation by the General Partner to an investment company by or the Series Board of Directors of a Series of management powers over the business and affairs of such Series, in each case, pursuant to the Investment Company Act and any other federal securities lawsprovisions of this Agreement, including to appoint and terminate shall not cause the General Partner, the Investment Manager and the independent public accountants Partner to cease to be a general partner of the Company in accordance with Partnership or the provisions Partnership Board of Section 15 Directors or the Series Board of Directors of any Series or any member thereof to be a general partner of the Investment Company Act, Partnership or any Series or to establish the policies and procedures for determining the Net Asset Value have or be subject to any liabilities of a general partner of the Company and Partnership or any Series that may be applicable. Except as provided in Section 9.4 relating to review and adjust the determinations thereof by the General Partner, to approve all policies and procedures, including compliance policies and procedures, of the Company and duties of the General Partner as the Tax Matters Partner, the Investment Manager and any transfer agent, to approve co-investments except as contemplated by any exemptive order applicable to the Company and to resolve conflicts of interest between the Company and Affiliated Persons thereof. Notwithstanding Section 9.1(a)otherwise provided in this Agreement, the management of the Partnership shall be vested exclusively in the Partnership Board of Directors shall have full power and authority to allocate any or all of the investment management of the Company’s Assets to the Investment Manager instead of to the General Partner and shall have full power and authority to liquidate and dissolve the Companyand, subject to the Investment Company Act. (c) Except as expressly set forth hereindirection of the Partnership Board of Directors, the officers of the Partnership, and the management of each Series shall be vested exclusively in the Series Board of Directors of such Series and, subject to the direction of the Series Board of Directors of such Series, the officers of such Series. Neither the General Partner nor any of the Limited Partners, in their capacity capacities as such, shall have no any part in the management of the CompanyPartnership or any Series (except, and shall have no with respect to the General Partner, as provided in Section 9.4 relating to its duties as the Tax Matters Partner) or any authority or right to act on behalf of the Company Partnership or any Series or deal with any third parties on behalf of the Partnership or any Series in connection with any matter. Employees, officers, except as requested or authorized Persons and agents by the Partnership Board of Directors (with respect to the Partnership) or the Series Board of Directors of the Company shall have authority applicable Series (with respect to act such Series). All actions outside the ordinary course of business of the Partnership to be taken by or on behalf and in the name of the Company Partnership shall require the approval of a Majority of the Partnership Board, and all actions outside the ordinary course of business of a Series to be taken by or on behalf of such Series shall require the approval of a Majority of the Series Board, in each case, except to the extent authorized by expressly provided herein or in any Officer Employment Agreement, and except that any matter for which an Officer Employment Agreement specifically provides the General Partnerofficer of the Partnership or a Series that is a party to such Officer Employment Agreement may take action on behalf of the Partnership or such Series (or any of their respective Subsidiaries) without prior approval of the Partnership Board of Directors or such Series Board of Directors, as applicable, shall not require approval of the Majority of the Partnership Board or a Majority of the Series Board, as applicable, for such officer to take such action on behalf of the Partnership or such Series or Subsidiary.

Management Generally. (a) Subject to the requirements of the Investment Company Act, the voting rights of the Interests and the rights of To enable the Board of Directors set forth herein, to manage the management business and affairs of the Company shall be vested exclusively in the General PartnerPartnership and of each Series, which shall have, subject and notwithstanding any provision to the foregoingcontrary contained in this Agreement or any Separate Series Agreement, all of the power and authority of a "general partner" of the Company within the meaning of the Delaware Act, including the authority to appoint officers and to authorize persons to act on behalf of the Company and engage third parties to provide services to the Company and to perform any permissible activity and is further authorized to delegate such power and authority to such officers or authorized Persons as it determines to be appropriate. The Board of Directors may designate one or more committees each of which shall have all or such lesser portion of the power and authority of the entire Board of Directors as the Directors shall determine from time to time, except to the extent that action by the entire Board of Directors or particular Directors is required by the Investment Company Act. (b) Notwithstanding Section 9.1(a), the Board of Directors shall have, and the General Partner hereby irrevocably delegates to them pursuant the Board of Directors all of its powers and authority to manage and control the business and affairs of the Partnership and of each Series, that it may now or hereafter possess under applicable law as a general partner of the Partnership to the fullest extent permitted under Section 17-403(c) of the Delaware Act. The General Partner further agrees to take any and all action necessary and appropriate, all in the sole direction of the power and authority set forth in any provision Board of this Agreement or conferred on them with respect to an investment company by or pursuant to the Investment Company Act and any other federal securities laws, including to appoint and terminate the General Partner, the Investment Manager and the independent public accountants of the Company in accordance with the provisions of Section 15 of the Investment Company ActDirectors, to establish the policies and procedures for determining the Net Asset Value of the Company and to review and adjust the determinations thereof effect any duly authorized actions by the General Partner, to approve all policies and procedures, including compliance policies and procedures, of the Company and of the General Partner, the Investment Manager and any transfer agent, to approve co-investments as contemplated by any exemptive order applicable to the Company and to resolve conflicts of interest between the Company and Affiliated Persons thereof. Notwithstanding Section 9.1(a), the Board of Directors shall have full power and authority to allocate or any or all officer of the investment Partnership, including executing or filing any agreements, instruments or certificates, delivering all documents, providing all information and taking or refraining from taking action as may be necessary or appropriate to achieve all the effective delegation of power described in this Section 3.1. Each of the Partners and each Person who may acquire an interest in a Limited Partnership Interest hereby approves, consents to, ratifies and confirms such delegation. The delegation by the General Partner to the Board of Directors of management powers over the business and affairs of the Partnership and the Series pursuant to the provisions of this Agreement and the Separate Series Agreements shall not cause the General Partner to cease to be a general partner of the Partnership nor shall it cause the Board of Directors or any member thereof to be a general partner of the Partnership or to have or be subject to any liabilities of a general partner of the Partnership that may be applicable. Except as otherwise provided in this Agreement and the Separate Series Agreements, the management of the Company’s Assets to Partnership and of each Series shall be vested exclusively in the Investment Manager instead Board of to the General Partner and shall have full power and authority to liquidate and dissolve the CompanyDirectors and, subject to the Investment Company Act. (c) direction of the Board of Directors, the Partnership’s officers. Except as expressly set forth hereinotherwise provided in this Agreement and the Separate Series Agreements, neither the Partners, General Partner nor any of the Limited Partners in their capacity capacities as such, such shall have no any part in the management of the Company, Partnership and each of the Series and shall have no authority or right to act on behalf of the Company Partnership or deal with any third parties on behalf of the Partnership in connection with any matter. Employees, officers, authorized Persons and agents of the Company shall have authority to act on behalf and in the name of the Company to the extent except as requested or authorized by the Board of Directors. Except as otherwise provided in this Agreement and the Separate Series Agreements, all actions outside of the ordinary course of business of the Partnership to be taken by or on behalf of the Partnership shall require the approval of a Majority of the Board. Notwithstanding the foregoing, the General PartnerPartner is authorized to sign, and cause to be filed with the Secretary of State of the State of Delaware, the Certificate of Limited Partnership, the Statement of Series LLLP Qualification and, following the Original Effective Date, as directed, orally or in writing, by the Board, any similar type filing that may be required in connection with the Partnership’s status as a limited liability limited partnership with the State of Delaware or any other state.

Management Generally. In order to enable (ai) Subject to the requirements of the Investment Company Act, the voting rights of the Interests and the rights of the Series Board of Directors set forth hereinof Series REIT to manage the business and affairs of Series REIT, the management of the Company shall be vested exclusively in the General Partner, which shall have, subject to the foregoing, all of the power and authority of a "general partner" of the Company within the meaning of the Delaware Act, including the authority to appoint officers and to authorize persons to act on behalf of the Company and engage third parties to provide services to the Company and to perform any permissible activity and is further authorized to delegate such power and authority to such officers or authorized Persons as it determines to be appropriate. The Board of Directors may designate one or more committees each of which shall have all or such lesser portion of the power and authority of the entire Board of Directors as the Directors shall determine from time to time, except to the extent that action by the entire Board of Directors or particular Directors is required by the Investment Company Act. (b) Notwithstanding Section 9.1(a), the Board of Directors shall have, and the General Partner of Series REIT hereby irrevocably delegates to them pursuant to the Series Board of Directors of Series REIT all management powers over the business and affairs of Series REIT that it may now or hereafter possess under applicable law (other than its obligations as Tax Matters Partner of Series REIT under Section 9.4) as permitted under Section 17-403(c) of the Delaware LP Act; and (ii) the Series Board of Directors of Series TRS to manage the business and affairs of Series TRS, the General Partner of Series TRS hereby irrevocably delegates to the Series Board of Directors of Series TRS all management powers over the business and affairs of Series TRS that it may now or hereafter possess under applicable law (other than its obligations as Tax Matters Partner of Series TRS under Section 9.4) as permitted under Section 17-403(c) of the Delaware LP Act. The General Partner of each Series further agrees to take any and all action necessary and appropriate, in the sole discretion of the Series Board of Directors of such Series, to effect any duly authorized actions by the Series Board of Directors or any officer of such Series, including executing or filing any agreements, instruments or certificates, delivering all documents, providing all information and taking or refraining from taking action as may be necessary or appropriate to achieve all the effective delegation of power described in this Section 3.1. Each of the Partners and authority set forth each Person who may acquire an interest in any provision a Series Unit hereby approves, consents to, ratifies and confirms such delegation. The delegation by the General Partner of each Series to the Series Board of Directors of such Series of management powers over the business and affairs of such Series pursuant to the provisions of this Agreement shall not cause (i) such General Partner of such Series to cease to be a general partner of such Series, (ii) the General Partner of the Partnership to cease to be the general partner of the Partnership, (iii) the Series Board of Directors or conferred on them with respect any member thereof to an investment company by be a general partner of the Partnership or pursuant any Series or to have or be subject to any liabilities of a general partner of the Partnership or any Series that may be applicable. Except as provided in Section 9.4 relating to the Investment Company Act and any other federal securities laws, including to appoint and terminate the General Partner, the Investment Manager and the independent public accountants of the Company in accordance with the provisions of Section 15 of the Investment Company Act, to establish the policies and procedures for determining the Net Asset Value of the Company and to review and adjust the determinations thereof by the General Partner, to approve all policies and procedures, including compliance policies and procedures, of the Company and duties of the General PartnerPartner of each Series as the Tax Matters Partner of such Series, and except as otherwise provided in this Agreement, the Investment Manager and any transfer agent, to approve co-investments as contemplated by any exemptive order applicable to management of each Series shall be vested exclusively in the Company and to resolve conflicts of interest between the Company and Affiliated Persons thereof. Notwithstanding Section 9.1(a), the Series Board of Directors shall have full power and authority to allocate any or all of the investment management of the Company’s Assets to the Investment Manager instead of to the General Partner and shall have full power and authority to liquidate and dissolve the Companysuch Series and, subject to the Investment Company Act. (c) Except as expressly set forth hereindirection of the Series Board of Directors of such Series, the officers of such Series. Neither the General Partner of any Series nor any of the Limited Partners, in their capacity capacities as such, shall have no any part in the management of the CompanyPartnership or any Series (except, with respect to the General Partner of each Series, as provided in Section 9.4 relating to its duties as the Tax Matters Partner of such Series) and shall have no authority or right to act on behalf of the Company Partnership or any Series or deal with any third parties on behalf of the Partnership or any Series in connection with any matter. Employees, officers, except as requested or authorized Persons and agents by the Series Board of Directors of the Company shall have authority applicable Series. All actions outside the ordinary course of business of a Series to act be taken by or on behalf and in of such Series shall require the name approval of a Majority of the Company Series Board, except to the extent authorized by expressly provided herein or in any Officer Employment Agreement, and except that any matter for which an Officer Employment Agreement specifically provides the General Partnerofficer of the Series that is a party to such Officer Employment Agreement may take action on behalf of the Series or any of its Subsidiaries without prior approval of the applicable Series Board of Directors shall not require approval of a Majority of the Series Board for such officer of the Series to take such action on behalf of the Series or such Subsidiary.