Common use of Management of the Company’s Affairs Clause in Contracts

Management of the Company’s Affairs. (a) Except as otherwise specifically provided in this Agreement, all management powers over the business and affairs of the Company shall be vested exclusively in a board of directors (the “Board”) and, subject to the direction of the Board, the Officers. The Officers and Directors shall constitute “managers” of the Company within the meaning of the Act. (b) Except as otherwise specifically provided in this Agreement, none of the Class A Member, the Special Member nor any Assignee, in its capacity as such, 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. (c) Except as otherwise specifically provided in this Agreement, the authority and functions of the Board on the one hand and of the Officers on the other shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the General Corporation Law of the State of Delaware; provided that any authority or function of the Board may be delegated by the Board to the Officers. Thus, except as otherwise specifically provided in this Agreement, the business and affairs of the Company shall be managed under the direction of the Board, and the day-to-day activities of the Company shall be conducted on the Company’s behalf by the Officers, who shall be agents of the Company. In addition to the powers that now or hereafter can be granted to managers under the Act and to all other powers granted under any other provision of this Agreement, the Board of Directors (subject to Section 7.13 and Article XIV) and the Officers (subject to Section 7.14, Article VIII and the direction of the Board) shall have full power and authority to do all things on such terms as they may determine to conduct, or cause to be conducted, the business and affairs of the Company.

Management of the Company’s Affairs. (a) Except as otherwise specifically As provided in this Agreement, all management powers over the business and affairs of the Company shall be vested exclusively in a board of directors (the “Board”"BOARD OF DIRECTORS") and, subject to the direction of the BoardBoard of Directors, the Officers. The Officers and Directors shall constitute “"managers” " of the Company within the meaning of the Act. (b) Except as otherwise specifically provided in this AgreementNo Shareholder, none Record Holder or Beneficial Owner of the Class A Member, the Special Member nor any AssigneeCompany Security, in its capacity as such, 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. (c) Except as otherwise specifically provided in this Agreement, the authority and functions of the Board of Directors on the one hand and of the Officers on the other shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the General Corporation Law of the State of Delaware; provided that any authority or function of the Board may be delegated by the Board to the OfficersDGCL. Thus, except as otherwise specifically provided in this Agreement, the business and affairs of the Company shall be managed under the direction of the BoardBoard of Directors, and the day-to-day activities of the Company shall be conducted on the Company’s 's behalf by the Officers, who shall be agents of the Company. In addition to the powers that now or hereafter can be granted to managers under the Act and to all other powers granted under any other provision of this Agreement or the Delegation of Control Agreement, and except as set forth in the Delegation of Control Agreement, the Board of Directors (subject to Section 7.13 SECTION 5.03 and Article XIV9) and the Officers (subject to Section 7.14, Article VIII SECTION 5.05 and the direction of the BoardBoard of Directors) shall have full power and authority to do all things on such terms as they they, in their sole discretion, may determine deem necessary or appropriate to conduct, or cause to be conducted, the business and affairs of the Company.

Management of the Company’s Affairs. (a) Except as otherwise specifically As provided in this Agreement, all management powers over the business and affairs of the Company shall be vested exclusively in a board of directors (the “Board”) and, subject to the direction of the Board, the Officers. The Officers and Directors shall constitute “managers” of the Company within the meaning of the Act. (b) Except as otherwise specifically provided in this Agreement, none of the Class A Member, the Special No Member nor any or Assignee, in its capacity as such, 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. (c) Except as otherwise specifically provided in this Agreement, the authority and functions of the Board on the one hand and of the Officers on the other shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the General Corporation Law of the State of Delaware; provided that any authority or function of the Board may be delegated by the Board to the Officers. Thus, except as otherwise specifically provided in this Agreement, the business and affairs of the Company shall be managed under the direction of the Board, and the day-to-day activities of the Company shall be conducted on the Company’s behalf by the Officers, who shall be agents of the Company. In addition to the powers that now or hereafter can be granted to managers under the Act and to all other powers granted under any other provision of this Agreement, the Board of Directors (subject to Section 7.13 and Article XIV16) and the Officers (subject to Section 7.14, Article VIII 8 and the direction of the Board) shall have full power and authority to do all things on such terms as they may determine to conduct, or cause to be conducted, the business and affairs of the Company.

Management of the Company’s Affairs. (a) Except as otherwise specifically As provided in this Agreement, all management powers over the business and affairs of the Company shall be vested exclusively in a board of directors (the “Board”) and, subject to the direction of the Board, the Officers. The Officers and Directors shall constitute “managers” of the Company within the meaning of the Act; provided, however, that the Sole Member has certain consent rights expressly set forth under Section 3.5, Section 7.2, Section 7.11, Section 13.1, Section 13.2 and Section 14.1. (b) Except as otherwise specifically provided in this Agreement, none Subject to the consent rights of the Class A MemberSole Member expressly set forth in Section 7.1(a), neither the Special Sole Member nor any Assignee, in its capacity as such, 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. (c) Except as otherwise specifically provided in this Agreement, the authority and functions of the Board on the one hand and of the Officers on the other shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the General Corporation Law of the State of Delaware; provided that any authority or function of the Board may be delegated by the Board to the Officers. Thus, except as otherwise specifically provided in this Agreement, the business and affairs of the Company shall be managed under the direction of the Board, and the day-to-day activities of the Company shall be conducted on the Company’s behalf by the Officers, who shall be agents of the Company. In addition to the powers that now or hereafter can be granted to managers under the Act and to all other powers granted under any other provision of this Agreement, the Board of Directors (subject to Section 7.13 and Article XIV) and the Officers (subject to Section 7.14, Article VIII and the direction of the Board) shall have full power and authority to do all things on such terms as they may determine to conduct, or cause to be conducted, the business and affairs of the Company.

Management of the Company’s Affairs. (a) Except as otherwise specifically As provided in this Agreement, all management powers over the business and affairs of the Company shall be vested exclusively in a board of directors (the “"Board”") and, subject to the direction of the Board, the Officers. The Officers and Directors shall constitute “"managers” " of the Company within the meaning of the Act. (b) Except as otherwise specifically provided in this Agreement, none of the Class A Member, the Special No Member nor any or Assignee, in its capacity as such, 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. (c) Except as otherwise specifically provided in this Agreement, the authority and functions of the Board on the one hand and of the Officers on the other shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the General Corporation Law of the State of Delaware; provided that any authority or function of the Board may be delegated by the Board to the Officers. Thus, except as otherwise specifically provided in this Agreement, the business and affairs of the Company shall be managed under the direction of the Board, and the day-to-day activities of the Company shall be conducted on the Company’s 's behalf by the Officers, who shall be agents of the Company. In addition to the powers that now or hereafter can be granted to managers under the Act and to all other powers granted under any other provision of this Agreement, the Board of Directors (subject to Section 7.13 and Article XIV14) and the Officers (subject to Section 7.14, Article VIII 8 and the direction of the Board) shall have full power and authority to do all things on such terms as they may determine to conduct, or cause to be conducted, the business and affairs of the Company.

Management of the Company’s Affairs. (a) Except as otherwise specifically As provided in this Agreement, all management powers over the business and affairs of the Company shall be vested exclusively in a board of directors (the “Board”"BOARD OF DIRECTORS") and, subject to the direction of the BoardBoard of Directors, the Officers. The Officers and Directors shall constitute “"managers” " of the Company within the meaning of the Act. (b) Except as otherwise specifically provided in this AgreementNo Shareholder, none Assignee, Record Holder or Beneficial Owner of the Class A Member, the Special Member nor any AssigneeCompany Security, in its capacity as such, 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. (c) Except as otherwise specifically provided in this Agreement, the authority and functions of the Board of Directors on the one hand and of the Officers on the other shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the General Corporation Law of the State of Delaware; provided that any authority or function of the Board may be delegated by the Board to the OfficersDGCL. Thus, except as otherwise specifically provided in this Agreement, the business and affairs of the Company shall be managed under the direction of the BoardBoard of Directors, and the day-to-day activities of the Company shall be conducted on the Company’s 's behalf by the Officers, who shall be agents of the Company. In addition to the powers that now or hereafter can be granted to managers under the Act and to all other powers granted under any other provision of this Agreement or the Delegation of Control Agreement, and except as set forth in the Delegation of Control Agreement, the Board of Directors (subject to Section 7.13 5.03 and Article XIV9) and the Officers (subject to Section 7.14, Article VIII 5.05 and the direction of the BoardBoard of Directors) shall have full power and authority to do all things on such terms as they they, in their sole discretion, may determine deem necessary or appropriate to conduct, or cause to be conducted, the business and affairs of the Company.