Common use of Managers Clause in Contracts

Managers. (a) Subject to Sections 1.07 and 1.08, the business and affairs of the Company shall be managed by or under the direction of two or more Managers designated by the Member. Subject to the terms of this Agreement, the Member may determine at any time in its sole and absolute discretion the number of Managers. Subject in all cases to the terms of this Agreement, the authorized number of Managers may be increased or decreased by the Member at any time in its sole and absolute discretion, upon notice to all Managers; provided, that, except as provided in Section 7.06, at all times the Company shall have at least two Independent Managers. The initial number of Managers shall be five, two of which shall be Independent Managers. Each Manager designated by the Member shall hold office until a successor is elected and qualified or until such Manager’s earlier death, resignation, expulsion or removal. Each Manager shall execute and deliver the Management Agreement in the form attached hereto as Exhibit A. Managers need not be a Member. The initial Managers designated by the Member are listed on Schedule B hereto. (b) Each Manager shall be designated by the Member and shall hold office for the term for which designated and until a successor has been designated. (c) The Managers shall be obliged to devote only as much of their time to the Company’s business as shall be reasonably required in light of the Company’s business and objectives. Subject to Section 7.02, a Manager shall perform his or her duties as a Manager in good faith, in a manner he or she reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent Person in a like position would use under similar circumstances. (d) Except as otherwise provided in this Agreement, the Managers shall act by the affirmative vote of a majority of the Managers. Each Manager shall have the authority to sign duly authorized agreements and other instruments on behalf of the Company without the joinder of any other Manager. (e) Subject to the terms of this Agreement, any action may be taken by the Managers without a meeting and without prior notice if authorized by the written consent of a majority of the Managers (or such greater number as is required by this Agreement), which written consent shall be filed with the records of the Company. (f) Every Manager is an agent of the Company for the purpose of its business, and the act of every Manager, including the execution in the Company name of any instrument for carrying on the business of the Company, binds the Company, unless such act is in contravention of this Agreement or unless the Manager so acting otherwise lacks the authority to act for the Company and the Person with whom he or she is dealing has knowledge of the fact that he or she has no such authority. (g) To the extent permitted by law, the Managers shall not be personally liable for the Company’s debts, obligations or liabilities.

Managers. (a) Subject to Sections 1.07 1.08 and 1.081.09, the business and affairs of the Company shall be managed by or under the direction of two three or more Managers designated by the Member. Subject to the terms of this LLC Agreement, the Member may determine at any time in its sole and absolute discretion the number of Managers. Subject in all cases to the terms of this LLC Agreement, the authorized number of Managers may be increased or decreased by the Member at any time in its sole and absolute discretion, upon notice to all Managers; provided, that, except as provided in Section 7.06, at all times the Company shall have at least two one Independent ManagersManager. The initial number of Managers shall be fivethree, two one of which shall be an Independent ManagersManager. Each Manager designated by the Member shall hold office until a successor is elected and qualified or until such Manager’s earlier death, resignation, expulsion or removal. Each Manager shall execute and deliver the Management Agreement in the form attached hereto as Exhibit A. Managers need not be a Member. The initial Managers designated by the Member as of the date hereof are listed on Schedule B hereto. (b) Each Manager shall be designated by the Member and shall hold office for the term for which designated and until a successor has been designated. (c) The Managers shall be obliged to devote only as much of their time to the Company’s business as shall be reasonably required in light of the Company’s business and objectives. Subject Except as otherwise provided in Section 7.02 with respect to Section 7.02an Independent Manager, a Manager shall perform his or her duties as a Manager in good faith, in a manner he or she reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent Person in a like position would use under similar circumstances. (d) Except as otherwise provided in this LLC Agreement, the Managers shall act by the affirmative vote of a majority of the Managers. Each Manager shall have the authority to sign duly authorized agreements and other instruments on behalf of the Company without the joinder of any other Manager. (e) Subject to the terms of this LLC Agreement, any action may be taken by the Managers without a meeting and without prior notice if authorized by the written consent of a majority of the Managers (or such greater number as is required by this LLC Agreement), which written consent shall be filed with the records of the Company. (f) Every Manager is an agent of the Company for the purpose of its business, and the act of every Manager, including the execution in the Company name of any instrument for carrying on the business of the Company, binds the Company, unless such act is in contravention of this LLC Agreement or unless the Manager so acting otherwise lacks the authority to act for the Company and the Person with whom he or she is dealing has knowledge of the fact that he or she has no such authority. (g) To the extent permitted by law, the Managers shall not be personally liable for the Company’s debts, obligations or liabilities.

Managers. (a) Subject to Sections 1.07 and 1.08, the business and affairs of the Company shall be managed by or under the direction of two or more Managers designated by the Member. Subject to the terms of this Agreement, the Member may determine at any time in its sole and absolute discretion the number of Managers. Subject in all cases to the terms of this Agreement, the authorized number of Managers may be increased or decreased by the Member at any time in its sole and absolute discretion, upon notice to all Managers; provided, that, except as provided in Section 7.06, at all times the Company shall have at least two one Independent ManagersManager. The initial number of Managers shall be fivethree, two one of which shall be an Independent ManagersManager. Each Manager designated by the Member shall hold office until a successor is elected and qualified or until such Manager’s earlier death, resignation, expulsion or removal. Each Manager shall execute and deliver the Management Agreement in the form attached hereto as Exhibit A. Managers need not be a Member. The initial Managers designated by the Member are listed on Schedule B hereto. (b) Each Manager shall be designated by the Member and shall hold office for the term for which designated and until a successor has been designated. (c) The Managers shall be obliged to devote only as much of their time to the Company’s business as shall be reasonably required in light of the Company’s business and objectives. Subject to Section 7.02, a Manager shall perform his or her duties as a Manager in good faith, in a manner he or she reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent Person in a like position would use under similar circumstances. (d) Except as otherwise provided in this Agreement, the Managers shall act by the affirmative vote of a majority of the Managers. Each Manager shall have the authority to sign duly authorized agreements and other instruments on behalf of the Company without the joinder of any other Manager. (e) Subject to the terms of this Agreement, any action may be taken by the Managers without a meeting and without prior notice if authorized by the written consent of a majority of the Managers (or such greater number as is required by this Agreement), which written consent shall be filed with the records of the Company. (f) Every Manager is an agent of the Company for the purpose of its business, and the act of every Manager, including the execution in the Company name of any instrument for carrying on the business of the Company, binds the Company, unless such act is in contravention of this Agreement or unless the Manager so acting otherwise lacks the authority to act for the Company and the Person with whom he or she is dealing has knowledge of the fact that he or she has no such authority. (g) To the extent permitted by law, the Managers shall not be personally liable for the Company’s debts, obligations or liabilities.

Managers. (a) Subject to Sections 1.07 and 1.08, the business and affairs of the Company shall be managed by or under the direction of two three or more Managers designated by the Member. Subject to the terms of this LLC Agreement, the Member may determine at any time in its sole and absolute discretion the number of Managers. Subject in all cases to the terms of this LLC Agreement, the authorized number of Managers may be increased or decreased by the Member at any time in its sole and absolute discretion, upon notice to all Managers; provided, that, except as provided in Section 7.06, at all times the Company shall have at least two one Independent ManagersManager. The initial number of Managers shall be fivethree, two one of which shall be an Independent ManagersManager. Each Manager designated by the Member shall hold office until a successor is elected and qualified or until such Manager’s earlier death, resignation, expulsion or removal. Each Manager shall execute and deliver the Management Agreement in the form attached hereto as Exhibit A. Managers need not be a Member. The initial Managers designated by the Member as of the date hereof are listed on Schedule B hereto. (b) Each Manager shall be designated by the Member and shall hold office for the term for which designated and until a successor has been designated. (c) The Managers shall be obliged to devote only as much of their time to the Company’s business as shall be reasonably required in light of the Company’s business and objectives. Subject Except as otherwise provided in Section 7.02 with respect to Section 7.02an Independent Manager, a Manager shall perform his or her duties as a Manager in good faith, in a manner he or she reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent Person in a like position would use under similar circumstances. (d) Except as otherwise provided in this LLC Agreement, the Managers shall act by the affirmative vote of a majority of the Managers. Each Manager shall have the authority to sign duly authorized agreements and other instruments on behalf of the Company without the joinder of any other Manager. (e) Subject to the terms of this LLC Agreement, any action may be taken by the Managers without a meeting and without prior notice if authorized by the written consent of a majority of the Managers (or such greater number as is required by this LLC Agreement), which written consent shall be filed with the records of the Company. (f) Every Manager is an agent of the Company for the purpose of its business, and the act of every Manager, including the execution in the Company name of any instrument for carrying on the business of the Company, binds the Company, unless such act is in contravention of this LLC Agreement or unless the Manager so acting otherwise lacks the authority to act for the Company and the Person with whom he or she is dealing has knowledge of the fact that he or she has no such authority. (g) To the extent permitted by law, the Managers shall not be personally liable for the Company’s debts, obligations or liabilities.

Managers. (a) Subject to Sections 1.07 and 1.08, the business and affairs of the Company shall be managed by or under the direction of two or more Managers designated by the Member. Subject to the terms of this Agreement, the Member may determine at any time in its sole and absolute discretion the number of Managers. Subject in all cases to the terms of this Agreement, the authorized number of Managers may be increased or decreased by the Member at any time in its sole and absolute discretion, upon notice to all Managers; provided, that, except as provided in Section 7.06, at all times the Company shall have at least two one Independent ManagersManager. The initial number of Managers shall be fivefour, two one of which shall be an Independent ManagersManager. Each Manager designated by the Member shall hold office until a successor is elected and qualified or until such Manager’s earlier death, resignation, expulsion or removal. Each Manager shall execute and deliver the Management Agreement in the form attached hereto as Exhibit A. Managers need not be a Member. The initial Managers designated by the Member as of the date hereof are listed on Schedule B hereto. (b) Each Manager shall be designated by the Member and shall hold office for the term for which designated and until a successor has been designated. (c) The Managers shall be obliged to devote only as much of their time to the Company’s business as shall be reasonably required in light of the Company’s business and objectives. Subject Except as otherwise provided in Section 7.02 with respect to Section 7.02an Independent Manager, a Manager shall perform his or her duties as a Manager in good faith, in a manner he or she reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent Person in a like position would use under similar circumstances. (d) Except as otherwise provided in this Agreement, the Managers shall act by the affirmative vote of a majority of the Managers. Each Manager shall have the authority to sign duly authorized agreements and other instruments on behalf of the Company without the joinder of any other Manager. (e) Subject to the terms of this Agreement, any action may be taken by the Managers without a meeting and without prior notice if authorized by the written consent of a majority of the Managers (or such greater number as is required by this Agreement), which written consent shall be filed with the records of the Company. (f) Every Manager is an agent of the Company for the purpose of its business, and the act of every Manager, including the execution in the Company name of any instrument for carrying on the business of the Company, binds the Company, unless such act is in contravention of this Agreement or unless the Manager so acting otherwise lacks the authority to act for the Company and the Person with whom he or she is dealing has knowledge of the fact that he or she has no such authority. (g) To the extent permitted by law, the Managers shall not be personally liable for the Company’s debts, obligations or liabilities.

Managers. (a) Subject to Sections 1.07 and 1.08, the business and affairs of the Company shall be managed by or under the direction of two three or more Managers designated by the Member. Subject to the terms of this Agreement, the Member may determine at any time in its sole and absolute discretion the number of Managers. Subject in all cases to the terms of this Agreement, the authorized number of Managers may be increased or decreased by the Member at any time in its sole and absolute discretion, upon notice to all Managers; provided, that, except as provided in Section 7.06, at all times the Company shall have at least two one Independent ManagersManager. The initial number of Managers shall be fivethree, two one of which shall be an Independent ManagersManager. Each Manager designated by the Member shall hold office until a successor is elected and qualified or until such Manager’s earlier death, resignation, expulsion or removal. Each Manager shall execute and deliver the Management Agreement in the form attached hereto as Exhibit A. Managers need not be a Member. The initial Managers designated by the Member are listed on Schedule B hereto. (b) Each Manager shall be designated by the Member and shall hold office for the term for which designated and until a successor has been designated. (c) The Managers shall be obliged to devote only as much of their time to the Company’s business as shall be reasonably required in light of the Company’s business and objectives. Subject to Section 7.02, a Manager shall perform his or her duties as a Manager in good faith, in a manner he or she reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent Person in a like position would use under similar circumstances. (d) Except as otherwise provided in this Agreement, the Managers shall act by the affirmative vote of a majority of the Managers. Each Manager shall have the authority to sign duly authorized agreements and other instruments on behalf of the Company without the joinder of any other Manager. (e) Subject to the terms of this Agreement, any action may be taken by the Managers without a meeting and without prior notice if authorized by the written consent of a majority of the Managers (or such greater number as is required by this Agreement), which written consent shall be filed with the records of the Company. (f) Every Manager is an agent of the Company for the purpose of its business, and the act of every Manager, including the execution in the Company name of any instrument for carrying on the business of the Company, binds the Company, unless such act is in contravention of this Agreement or unless the Manager so acting otherwise lacks the authority to act for the Company and the Person with whom he or she is dealing has knowledge of the fact that he or she has no such authority. (g) To the extent permitted by law, the Managers shall not be personally liable for the Company’s debts, obligations or liabilities.

Managers. (a) Subject to Sections 1.07 and 1.08, the business and affairs of the Company shall be managed by or under the direction of two three or more Managers designated by the Member. Subject to the terms of this LLC Agreement, the Member may determine at any time in its sole and absolute discretion the number of Managers. Subject in all cases to the terms of this LLC Agreement, the authorized number of Managers may be increased or decreased by the Member at any time in its sole and absolute discretion, upon notice to all Managers; provided, that, except as provided in Section 7.06, at all times the Company shall have at least two one Independent ManagersManager. The initial number of Managers shall be fivethree, two one of which shall be an Independent ManagersManager. Each Manager designated by the Member shall hold office until a successor is elected and qualified or until such Manager’s earlier death, resignation, expulsion or removal. Each Manager shall execute and deliver the Management Agreement in the form attached hereto as Exhibit A. Managers need not be a Member. The initial Managers designated by the Member as of the date hereof are listed on Schedule B hereto. (b) Each Manager shall be designated by the Member and shall hold office for the term for which designated and until a successor has been designated. (c) The Managers shall be obliged to devote only as much of their time to the Company’s business as shall be reasonably required in light of the Company’s business and objectives. Subject Except as otherwise provided in Section 7.02 with respect to Section 7.02an Independent Manager, a Manager shall perform his or her duties as a Manager in good faith, in a manner he or she reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent Person in a like position would use under similar circumstances. (d) Except as otherwise provided in this LLC Agreement, the Managers shall act by the affirmative vote or consent of a majority of the Managers. Notwithstanding the foregoing or any contrary provision of this Agreement, the vote or consent of each Independent Manager shall only be required for actions of the Managers with respect to which the terms of this Agreement expressly require the consent of an Independent Manager, including without limitation, as expressly required in Section 1.02(c), Section 1.08(b), Section 1.08(c), Section 1.08(g), Section 6.07(a), Section 6.07(b), Section 9.02(a) and Section 11.02(a), and any other actions of the Managers shall be taken, and a quorum of the Managers shall be calculated, as if each Independent Manager is not a Manager. Each Manager (other than the Independent Managers) shall have the authority to sign duly authorized agreements and other instruments on behalf of the Company without the joinder of any other Manager. (e) Subject to the terms of this LLC Agreement, any action may be taken by the Managers without a meeting and without prior notice if authorized by the written consent of a majority of the Managers (or such greater number as is required by this LLC Agreement), which written consent shall be filed with the records of the Company. (f) Every Manager is an agent of the Company for the purpose of its business, and the act of every Manager, including the execution in the Company name of any instrument for carrying on the business of the Company, binds the Company, unless such act is in contravention of this LLC Agreement or unless the Manager so acting otherwise lacks the authority to act for the Company and the Person with whom he or she is dealing has knowledge of the fact that he or she has no such authority. (g) To the extent permitted by law, the Managers shall not be personally liable for the Company’s debts, obligations or liabilities.

Managers. (a) Subject to Sections 1.07 and 1.08, the business and affairs of the Company shall be managed by or under the direction of two three or more Managers designated by the Member. Subject to the terms of this LLC Agreement, the Member may determine at any time in its sole and absolute discretion the number of Managers. Subject in all cases to the terms of this LLC Agreement, the authorized number of Managers may be increased or decreased by the Member at any time in its sole and absolute discretion, upon notice to all Managers; provided, that, except as provided in Section 7.06, at all times the Company shall have at least two one Independent ManagersManager. The initial number of Managers shall be fivefour, two one of which shall be an Independent ManagersManager. Each Manager designated by the Member shall hold office until a successor is elected and qualified or until such Manager’s earlier death, resignation, expulsion or removal. Each Manager shall execute and deliver the Management Agreement in the form attached hereto as Exhibit A. Managers need not be a Member. The initial Managers designated by the Member as of the date hereof are listed on Schedule B hereto. (b) Each Manager shall be designated by the Member and shall hold office for the term for which designated and until a successor has been designated. (c) The Managers shall be obliged to devote only as much of their time to the Company’s business as shall be reasonably required in light of the Company’s business and objectives. Subject Except as otherwise provided in Section 7.02 with respect to Section 7.02an Independent Manager, a Manager shall perform his or her duties as a Manager in good faith, in a manner he or she reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent Person in a like position would use under similar circumstances. (d) Except as otherwise provided in this LLC Agreement, the Managers shall act by the affirmative vote of a majority of the Managers. Each Manager shall have the authority to sign duly authorized agreements and other instruments on behalf of the Company without the joinder of any other Manager. (e) Subject to the terms of this LLC Agreement, any action may be taken by the Managers without a meeting and without prior notice if authorized by the written consent of a majority of the Managers (or such greater number as is required by this LLC Agreement), which written consent shall be filed with the records of the Company. (f) Every Manager is an agent of the Company for the purpose of its business, and the act of every Manager, including the execution in the Company name of any instrument for carrying on the business of the Company, binds the Company, unless such act is in contravention of this LLC Agreement or unless the Manager so acting otherwise lacks the authority to act for the Company and the Person with whom he or she is dealing has knowledge of the fact that he or she has no such authority. (g) To the extent permitted by law, the Managers shall not be personally liable for the Company’s debts, obligations or liabilities.

Managers. (a) Subject to Sections 1.07 Section 1.09 and 1.081.10, the business and affairs of the Company shall be managed by or under the direction of two three or more Managers designated by the Member. Subject to the terms of this Agreement, the Member may determine at any time in its sole and absolute discretion the number of Managers. Subject in all cases to the terms of this Agreement, the authorized number of Managers may be increased or decreased by the Member at any time in its sole and absolute discretion, upon notice to all Managers; provided, that, except as provided in Section 7.06, at all times the Company shall have at least two one Independent ManagersManager. The initial number of Managers shall be fivethree, two one of which shall be an Independent ManagersManager. Each Manager designated by the Member shall hold office until a successor is elected and qualified or until such Manager’s earlier death, resignation, expulsion or removal. Each Manager shall execute and deliver the Management Agreement in the form attached hereto as Exhibit A. Managers need not be a Member. The initial Managers designated by the Member are listed on Schedule B hereto. (b) Each Manager shall be designated by the Member and shall hold office for the term for which designated and until a successor has been designated. (c) The Managers shall be obliged to devote only as much of their time to the Company’s business as shall be reasonably required in light of the Company’s business and objectives. Subject to Section 7.02, a Manager shall perform his or her duties as a Manager in good faith, in a manner he or she reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent Person in a like position would use under similar circumstances. (d) Except as otherwise provided in this Agreement, the Managers shall act by the affirmative vote of a majority of the Managers. Each Manager shall have the authority to sign duly authorized agreements and other instruments on behalf of the Company without the joinder of any other Manager. (e) Subject to the terms of this Agreement, any action may be taken by the Managers without a meeting and without prior notice if authorized by the written consent of a majority of the Managers (or such greater number as is required by this Agreement), which written consent shall be filed with the records of the Company. (f) Every Manager is an agent of the Company for the purpose of its business, and the act of every Manager, including the execution in the Company name of any instrument for carrying on the business of the Company, binds the Company, unless such act is in contravention of this Agreement or unless the Manager so acting otherwise lacks the authority to act for the Company and the Person with whom he or she is dealing has knowledge of the fact that he or she has no such authority. (g) To the extent permitted by law, the Managers shall not be personally liable for the Company’s debts, obligations or liabilities.

Managers. (a) Subject to Sections 1.07 1.08 and 1.084.01, the business and affairs of the Company shall be managed by or under the direction of two or more Managers designated by the Member. Subject to the terms of this Agreement, the Member may determine at any time in its sole and absolute discretion the number of Managers. Subject in all cases to the terms of this Agreement, the authorized number of Managers may be increased or decreased by the Member at any time in its sole and absolute discretion, upon notice to all Managers; provided, that, except as provided in Section 7.06, at all times the Company shall have at least two one Independent ManagersManager. The initial number of Managers shall be four, and, upon the appointment of the Independent Manager, five, two of which shall be Independent Managers. Each Manager designated by the Member shall hold office until a successor is elected and qualified or until such Manager’s 's earlier death, resignation, expulsion or removal. Each Manager shall execute and deliver the Management Agreement in the form attached hereto as Exhibit A. Managers need not be a Member. The initial Managers designated by the Member are listed on Schedule B hereto. (b) . Each Manager shall be designated by the Member and shall hold office for the term for which designated and until a successor has been designated. (c) . The Managers shall be obliged to devote only as much of their time to the Company’s 's business as shall be reasonably required in light of the Company’s 's business and objectives. Subject to Section 7.02, a A Manager shall perform his or her duties as a Manager in good faith, in a manner he or she reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent Person in a like position would use under similar circumstances. (d) . Except as otherwise provided in this Agreement, the Managers shall act by the affirmative vote of a majority of the Managers. Each Manager shall have the authority to sign duly authorized agreements and other instruments on behalf of the Company without the joinder of any other Manager. (e) . Subject to the terms of this Agreement, any action may be taken by the Managers without a meeting and without prior notice if authorized by the written consent of a majority of the Managers (or such greater number as is required by this Agreement), which written consent shall be filed with the records of the Company. (f) . Every Manager is an agent of the Company for the purpose of its business, and the act of every Manager, including the execution in the Company name of any instrument for carrying on the business of the Company, binds the Company, unless such act is in contravention of this Agreement or unless the Manager so acting otherwise lacks the authority to act for the Company and the Person with whom he or she is dealing has knowledge of the fact that he or she has no such authority. (g) To the extent permitted by law, the Managers shall not be personally liable for the Company’s debts, obligations or liabilities.

Managers. (a) Subject to Sections 1.07 1.08 and 1.081.09, the business and affairs of the Company shall be managed by or under the direction of two or more Managers designated by the Member. Subject to the terms of this Agreement, the Member may determine at any time in its sole and absolute discretion the number of Managers. Subject in all cases to the terms of this Agreement, the authorized number of Managers may be increased or decreased by the Member at any time in its sole and absolute discretion, upon notice to all Managers; provided, that, except as provided in Section 7.06, at all times the Company shall have at least two one Independent ManagersManager. The initial number of Managers shall be fivethree, two and, upon the appointment of which shall be the Independent ManagersManager, four. Each Manager designated by the Member shall hold office until a successor is elected and qualified or until such Manager’s earlier death, resignation, expulsion or removal. Each Manager shall execute and deliver the Management Agreement in the form attached hereto as Exhibit A. Managers need not be a Member. The initial Managers designated by the Member are listed on Schedule B hereto. (b) Each Manager shall be designated by the Member and shall hold office for the term for which designated and until a successor has been designated. (c) The Managers shall be obliged to devote only as much of their time to the Company’s business as shall be reasonably required in light of the Company’s business and objectives. Subject Except as otherwise provided in Section 7.02 with respect to Section 7.02an Independent Manager, a Manager shall perform his or her duties as a Manager in good faith, in a manner he or she reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent Person in a like position would use under similar circumstances. (d) Except as otherwise provided in this Agreement, the Managers shall act by the affirmative vote of a majority of the Managers. Each Manager shall have the authority to sign duly authorized agreements and other instruments on behalf of the Company without the joinder of any other Manager. (e) Subject to the terms of this Agreement, any action may be taken by the Managers without a meeting and without prior notice if authorized by the written consent of a majority of the Managers (or such greater number as is required by this Agreement), which written consent shall be filed with the records of the Company. (f) Every Manager is an agent of the Company for the purpose of its business, and the act of every Manager, including the execution in the Company name of any instrument for carrying on the business of the Company, binds the Company, unless such act is in contravention of this Agreement or unless the Manager so acting otherwise lacks the authority to act for the Company and the Person with whom he or she is dealing has knowledge of the fact that he or she has no such authority. (g) To the extent permitted by law, the Managers shall not be personally liable for the Company’s debts, obligations or liabilities.

Managers. (a) Subject to Sections 1.07 and Section 1.08, the business and affairs of the Company shall be managed by or under the direction of two or more Managers designated by the Member. Subject to the terms of this Agreement, the Member may determine at any time in its sole and absolute discretion the number of Managers. Subject in all cases to the terms of this Agreement, the authorized number of Managers may be increased or decreased by the Member at any time in its sole and absolute discretion, upon notice to all Managers; provided, that, except as provided in Section 7.06, at all times the Company shall have at least two Independent Managers. The initial number of Managers shall be five, two of which shall be Independent Managers. Each Manager designated by the Member shall hold office until a successor is elected and qualified or until such Manager’s 's earlier death, resignation, expulsion or removal. Each Manager shall execute and deliver the Management Agreement in the form attached hereto as Exhibit A. Managers need not be a Member. The initial Managers designated by the Member are listed on Schedule B hereto. (b) Each Manager shall be designated by the Member and shall hold office for the term for which designated and until a successor has been designated. (c) The Managers shall be obliged to devote only as much of their time to the Company’s 's business as shall be reasonably required in light of the Company’s 's business and objectives. Subject to Section 7.02, a A Manager shall perform his or her duties as a Manager in good faith, in a manner he or she reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent Person in a like position would use under similar circumstances. (d) Except as otherwise provided in this Agreement, the Managers shall act by the affirmative vote of a majority of the Managers. Each Manager shall have the authority to sign duly authorized agreements and other instruments on behalf of the Company without the joinder of any other Manager. (e) Subject to the terms of this Agreement, any action may be taken by the Managers without a meeting and without prior notice if authorized by the written consent of a majority of the Managers (or such greater number as is required by this Agreement), which written consent shall be filed with the records of the Company. (f) Every Manager is an agent of the Company for the purpose of its business, and the act of every Manager, including the execution in the Company name of any instrument for carrying on the business of the Company, binds the Company, unless such act is in contravention of this Agreement or unless the Manager so acting otherwise lacks the authority to act for the Company and the Person with whom he or she is dealing has knowledge of the fact that he or she has no such authority. (g) To the extent permitted by law, the Managers shall not be personally liable for the Company’s debts, obligations or liabilities.

Managers. (a) Subject to Sections 1.07 and Section 1.08, the business and affairs of the Company shall be managed by or under the direction of two or more Managers designated by the Member. Subject to the terms of this Agreement, the Member may determine at any time in its sole and absolute discretion the number of Managers. Subject in all cases to the terms of this Agreement, the authorized number of Managers may be increased or decreased by the Member at any time in its sole and absolute discretion, upon notice to all Managers; provided, that, except as provided in Section 7.06, at all times the Company shall have at least two Independent Managers. The initial number of Managers shall be five, two of which shall be Independent Managers. Each Manager designated by the Member shall hold office until a successor is elected and qualified or until such Manager’s earlier death, resignation, expulsion or removal. Each Manager shall execute and deliver the Management Agreement in the form attached hereto as Exhibit A. Managers need not be a Member. The initial Managers designated by the Member are listed on Schedule B hereto. (b) Each Manager shall be designated by the Member and shall hold office for the term for which designated and until a successor has been designated. (c) The Managers shall be obliged to devote only as much of their time to the Company’s business as shall be reasonably required in light of the Company’s business and objectives. Subject to Section 7.02, a A Manager shall perform his or her duties as a Manager in good faith, in a manner he or she reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent Person in a like position would use under similar circumstances. (d) Except as otherwise provided in this Agreement, the Managers shall act by the affirmative vote of a majority of the Managers. Each Manager shall have the authority to sign duly authorized agreements and other instruments on behalf of the Company without the joinder of any other Manager. (e) Subject to the terms of this Agreement, any action may be taken by the Managers without a meeting and without prior notice if authorized by the written consent of a majority of the Managers (or such greater number as is required by this Agreement), which written consent shall be filed with the records of the Company. (f) Every Manager is an agent of the Company for the purpose of its business, and the act of every Manager, including the execution in the Company name of any instrument for carrying on the business of the Company, binds the Company, unless such act is in contravention of this Agreement or unless the Manager so acting otherwise lacks the authority to act for the Company and the Person with whom he or she is dealing has knowledge of the fact that he or she has no such authority. (g) To the extent permitted by law, the Managers shall not be personally liable for the Company’s debts, obligations or liabilities.

Managers. (a) Subject to Sections 1.07 and 1.08, the business and affairs of the Company shall be managed by or under the direction of two or more Managers designated by the Member. Subject to the terms of this Agreement, the Member may determine at any time in its sole and absolute discretion the number of Managers. Subject in all cases to the terms of this Agreement, the authorized number of Managers may be increased or decreased by the Member at any time in its sole and absolute discretion, upon notice to all Managers; provided, provided that, except as provided in Section 7.06, at all times the Company shall have at least two one Independent ManagersManager. The initial number of Managers shall be fivethree, two one of which shall be an Independent ManagersManager. Each Manager designated by the Member shall hold office until a successor is elected and qualified or until such Manager’s earlier death, resignation, expulsion or removal. Each Manager shall execute and deliver the Management Agreement in the form attached hereto as Exhibit A. Managers need not be a Member. The initial Managers designated by the Member as of the date hereof are listed on Schedule B hereto. (b) Each Manager shall be designated by the Member and shall hold office for the term for which designated and until a successor has been designated. (c) The Managers shall be obliged to devote only as much of their time to the Company’s business as shall be reasonably required in light of the Company’s business and objectives. Subject to Section 7.02, a Manager shall perform his or her duties as a Manager in good faith, in a manner he or she reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent Person in a like position would use under similar circumstances. (d) Except as otherwise provided in this Agreement, the Managers shall act by the affirmative vote of a majority of the Managers. Each Manager shall have the authority to sign duly authorized agreements and other instruments on behalf of the Company without the joinder of any other Manager. (e) Subject to the terms of this Agreement, any action may be taken by the Managers without a meeting and without prior notice if authorized by the written consent of a majority of the Managers (or such greater number as is required by this Agreement), which written consent shall be filed with the records of the Company. (f) Every Manager is an agent of the Company for the purpose of its business, and the act of every Manager, including the execution in the Company name of any instrument for carrying on the business of the Company, binds the Company, unless such act is in contravention of this Agreement or unless the Manager so acting otherwise lacks the authority to act for the Company and the Person with whom he or she is dealing has knowledge of the fact that he or she has no such authority. (g) To the extent permitted by law, the Managers shall not be personally liable for the Company’s debts, obligations or liabilities.

Managers. (a) Subject to Sections 1.07 and 1.08, the business and affairs of the Company shall be managed by or under the direction of two or more Managers designated by the Member. Subject to the terms of this Agreement, the Member may determine at any time in its sole and absolute discretion the number of Managers. Subject in all cases to the terms of this Agreement, the authorized number of Managers may be increased or decreased by the Member at any time in its sole and absolute discretion, upon notice to all Managers; provided, that, except as provided in Section 7.06, at all times the Company shall have at least two Independent Managers. The initial number of Managers shall be five, two of which shall be Independent Managers. Each Manager designated by the Member shall hold office until a successor is elected and qualified or until such Manager’s earlier death, resignation, expulsion or removal. Each Manager shall execute and deliver the Management Agreement in the form attached hereto as Exhibit A. Managers need not be a Member. The initial Managers designated by the Member are listed on Schedule B hereto. (b) Each Manager shall be designated by the Member and shall hold office for the term for which designated and until a successor has been designated. (c) The Managers shall be obliged to devote only as much of their time to the Company’s business as shall be reasonably required in light of the Company’s business and objectives. Subject to Section 7.02, a A Manager shall perform his or her duties as a Manager in good faith, in a manner he or she reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent Person in a like position would use under similar circumstances. (d) Except as otherwise provided in this Agreement, the Managers shall act by the affirmative vote of a majority of the Managers. Each Manager shall have the authority to sign duly authorized agreements and other instruments on behalf of the Company without the joinder of any other Manager. (e) Subject to the terms of this Agreement, any action may be taken by the Managers without a meeting and without prior notice if authorized by the written consent of a majority of the Managers (or such greater number as is required by this Agreement), which written consent shall be filed with the records of the Company. (f) Every Manager is an agent of the Company for the purpose of its business, and the act of every Manager, including the execution in the Company name of any instrument for carrying on the business of the Company, binds the Company, unless such act is in contravention of this Agreement or unless the Manager so acting otherwise lacks the authority to act for the Company and the Person with whom he or she is dealing has knowledge of the fact that he or she has no such authority. (g) To the extent permitted by law, the Managers shall not be personally liable for the Company’s debts, obligations or liabilities.

Managers. (a) Subject to Sections 1.07 and 1.08, the business and affairs of the Company shall be managed by or under the direction of two three or more Managers designated by the Member. Subject to the terms of this LLC Agreement, the Member may determine at any time in its sole and absolute discretion the number of Managers. Subject in all cases to the terms of this LLC Agreement, the authorized number of Managers may be increased or decreased by the Member at any time in its sole and absolute discretion, upon notice to all Managers; provided, that, except as provided in Section 7.06, at all times the Company shall have at least two one Independent ManagersManager. The initial number of Managers shall be fivethree, two one of which shall be an Independent ManagersManager; provided, however, that so long as one Independent Manager is required the number of total Managers shall not be less than two. Each Manager designated by the Member shall hold office until a successor is elected and qualified or until such Manager’s earlier death, resignation, expulsion or removal. Each Manager shall execute and deliver the Management Agreement in the form attached hereto as Exhibit A. Managers need not be a Member. The initial Managers designated by the Member as of the date hereof are listed on Schedule B hereto. (b) Each Manager shall be designated by the Member and shall hold office for the term for which designated and until a successor has been designated. (c) The Managers shall be obliged to devote only as much of their time to the Company’s business as shall be reasonably required in light of the Company’s business and objectives. Subject Except as otherwise provided in Section 7.02 with respect to Section 7.02an Independent Manager, a Manager shall perform his or her duties as a Manager in good faith, in a manner he or she reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent Person in a like position would use under similar circumstances. (d) Except as otherwise provided in this LLC Agreement, the Managers shall act by the affirmative vote or consent of a majority of the Managers. Notwithstanding the foregoing or any contrary provision of this Agreement, the vote or consent of each Independent Manager shall only be required for actions of the Managers with respect to which the terms of this Agreement expressly require the consent of an Independent Manager, including without limitation, as expressly required in Section 1.02(c), Section 1.08(b), Section 1.08(c), Section 1.08(g), Section 6.07(a), Section 7.02, Section 9.02(a) and Section 11.02(a), and any other actions of the Managers shall be taken, and a quorum of the Managers shall be calculated, as if each Independent Manager is not a Manager. Each Manager (other than the Independent Managers) shall have the authority to sign duly authorized agreements and other instruments on behalf of the Company without the joinder of any other Manager. (e) Subject to the terms of this LLC Agreement, any action may be taken by the Managers without a meeting and without prior notice if authorized by the written consent of a majority of the Managers (or such greater number as is required by this LLC Agreement), which written consent shall be filed with the records of the Company. (f) Every Manager is an agent of the Company for the purpose of its business, and the act of every Manager, including the execution in the Company name of any instrument for carrying on the business of the Company, binds the Company, unless such act is in contravention of this LLC Agreement or unless the Manager so acting otherwise lacks the authority to act for the Company and the Person with whom he or she is dealing has knowledge of the fact that he or she has no such authority. (g) To the extent permitted by law, the Managers shall not be personally liable for the Company’s debts, obligations or liabilities.

Managers. (a) Subject to Sections 1.07 and 1.08, the business and affairs Meetings of the Company shall be managed by or under the direction of two or more Managers designated by the Member. Subject to the terms of this Agreement, the Member may determine at any time in its sole and absolute discretion the number of Managers. Subject in all cases to the terms of this Agreement, the authorized number Board of Managers may be increased in person or decreased by conference telephone or other similar communications system, and actions of the Board of Managers may be by written consent. The presence of three (3) Managers shall constitute a quorum. Each Manager has the right to one vote. Each Manager not only has the right to his own vote, but may vote by proxy for one other Manager (except for votes which require unanimous consent of the Managers hereunder, in which case no Independent Manager shall be permitted to vote by proxy); (b) the term of each Manager shall be one year, and the Member shall designate the Managers, and shall replace or reappoint such managers annually, by executing a certificate signed by an authorized officer of the Member setting forth the name of each Manager for the following year; and the Member may remove any Manager for any reason or no reason by executing a certificate setting forth the Manager being removed and the replacement Manager; (c) in the event there exists a vacancy on the Board of Managers, the Member shall, as soon as practicable, execute a certificate setting forth a replacement Manager; and (d) the debts, obligations and liabilities of the LLC, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the LLC, and no Manager shall be obligated for any such debt, obligation or liability of the LLC solely by reason of its acting as a Manager of the LLC. (e) An "Independent Manager" shall be an individual who: (A) is not and has not been employed by the Member or any of its subsidiaries or affiliates as a director, manager officer or employee (other than as an Independent manager of the LLC or any other special purpose subsidiary of the Member or any of its affiliates, the certificate of incorporation, limited liability company agreement, or other governing document of which is substantially similar hereto) within the five years immediately prior to such individual's appointment as an Independent Manager; (B) is not, and has not been within the five years immediately prior to such individual's appointment as an Independent Manager, affiliated with a supplier to which the Member and any of its subsidiaries or affiliates collectively in the preceding fiscal year of the Member made payments in consideration for the supplier's products and services in excess of 3% of the consolidated gross revenues of the Member and its subsidiaries during such fiscal year; (C) does not have, and has not had within the five years immediately prior to such individual's appointment as an Independent Manager, a personal services contract with the Member or any of its subsidiaries or affiliates, from which fees and other compensation received by the person pursuant to such personal services contract would exceed 5% of his or her gross revenues during the preceding calendar year; (D) is not affiliated with a tax-exempt entity that receives, or has received within the five years prior to such appointment as an Independent Manager, contributions from the Member or any of its subsidiaries or affiliates, in excess of the lesser of (1) 3% of the consolidated gross revenues of the Member, and its subsidiaries during such fiscal year and (2) 5% of the contributions received by the tax-exempt entity during such fiscal year; (E) is not the beneficial owner at the time of such individual's appointment as an Independent Manager, or at any time in its sole and absolute discretionthereafter while serving as an Independent Manager, upon notice to all Managers; provided, that, except as provided in Section 7.06, at all times the Company shall have at least two Independent Managers. The initial of such number of Managers shall be five, two shares of any class of equity of the Member the value of which shall be constitutes more than 5% of such individual's net worth; (F) is not a spouse, parent, sibling or child of any person described by (A) through (E); and (G) is not, and was not within the five years prior to such appointment as an Independent Managers. Each Manager designated by Manager, a financial institution to which the Member shall hold office until or any of its subsidiaries or affiliates owes outstanding indebtedness for borrowed money in a successor is elected and qualified or until such Manager’s earlier death, resignation, expulsion or removal. Each Manager shall execute and deliver the Management Agreement in the form attached hereto as Exhibit A. Managers need not be a Member. The initial Managers designated by the Member are listed on Schedule B hereto. (b) Each Manager shall be designated by the Member and shall hold office for the term for which designated and until a successor has been designated. (c) The Managers shall be obliged to devote only as much of their time to the Company’s business as shall be reasonably required in light sum exceeding more than 5% of the Company’s business and objectives. Subject to Section 7.02, a Manager shall perform his or her duties as a Manager in good faith, in a manner he or she reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent Person in a like position would use under similar circumstancesMember's total consolidated assets. (d) Except as otherwise provided in this Agreement, the Managers shall act by the affirmative vote of a majority of the Managers. Each Manager shall have the authority to sign duly authorized agreements and other instruments on behalf of the Company without the joinder of any other Manager. (e) Subject to the terms of this Agreement, any action may be taken by the Managers without a meeting and without prior notice if authorized by the written consent of a majority of the Managers (or such greater number as is required by this Agreement), which written consent shall be filed with the records of the Company. (f) Every Manager is an agent of the Company for the purpose of its business, and the act of every Manager, including the execution in the Company name of any instrument for carrying on the business of the Company, binds the Company, unless such act is in contravention of this Agreement or unless the Manager so acting otherwise lacks the authority to act for the Company and the Person with whom he or she is dealing has knowledge of the fact that he or she has no such authority. (g) To the extent permitted by law, the Managers shall not be personally liable for the Company’s debts, obligations or liabilities.

Managers. (a) Subject to Sections 1.07 1.08 and 1.081.09, the business and affairs of the Company shall be managed by or under the direction of two or more four Managers designated by the Member. Subject to the terms of this Agreement, the Member may determine at any time in its sole and absolute discretion the number of Managers. Subject in all cases to the terms of this Agreement, the authorized number of Managers may be increased or decreased by the Member at any time in its sole and absolute discretion, upon notice to all Managers; provided, that, except as provided in Section 7.06, at all times the Company shall have at least two Independent Managers. The initial number of Managers shall be five, two one of which shall be an Independent ManagersManager. Each Manager designated by the Member shall hold office until a successor is elected and qualified or until such Manager’s earlier death, resignation, expulsion or removal. Each Manager shall execute and deliver the Management Agreement in the form attached hereto as Exhibit A. Managers need not be a Member. The initial Managers designated by the Member as of the date hereof are listed on Schedule B hereto. (b) Each Manager shall be designated by the Member and shall hold office for the term for which designated and until a successor has been designated. (c) The Managers shall be obliged to devote only as much of their time to the Company’s business as shall be reasonably required in light of the Company’s business and objectives. Subject Except as otherwise provided in Section 7.02 with respect to Section 7.02an Independent Manager, a Manager shall perform his or her duties as a Manager in good faith, in a manner he or she reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent Person in a like position would use under similar circumstances. (d) Except as otherwise provided in this LLC Agreement, the Managers shall act by the affirmative vote or consent of a majority of the Managers. Notwithstanding the foregoing or any contrary provision of this Agreement, the vote or consent of each Independent Manager shall only be required for actions of the Managers with respect to which the terms of this Agreement expressly require the consent of each Independent Manager, including without limitation, as expressly required in Section 1.02(c), Section 1.09(b), Section 1.09(c), Section 1.09(g), Section 6.07(a), Section 6.07(b), Section 9.02(a) and Section 11.02(a), and any other actions of the Managers shall be taken, and a quorum of the Managers shall be calculated, as if each Independent Manager is not a Manager. Each Manager (other than each Independent Manager) shall have the authority to sign duly authorized agreements and other instruments on behalf of the Company without the joinder of any other Manager. (e) Subject to the terms of this LLC Agreement, any action may be taken by the Managers without a meeting and without prior notice if authorized by the written consent of a majority of the Managers (or such greater number as is required by this LLC Agreement), which written consent shall be filed with the records of the Company. (f) Every Manager is an agent of the Company for the purpose of its business, and the act of every Manager, including the execution in the Company name of any instrument for carrying on the business of the Company, binds the Company, unless such act is in contravention of this Agreement LLC Agreement, including, without limitation, Section 7.02, or unless the Manager so acting otherwise lacks the authority to act for the Company and the Person with whom he or she is dealing has knowledge of the fact that he or she has no such authority. (g) To the extent permitted by law, the Managers shall not be personally liable for the Company’s debts, obligations or liabilities.

Managers. (a) Subject to Sections 1.07 1.09 and 1.081.10, the business and affairs of the Company shall be managed by or under the direction of two or more Managers designated by the Member. Subject to the terms of this Agreement, the Member may determine at any time in its sole and absolute discretion the number of Managers. Subject in all cases to the terms of this Agreement, the authorized number of Managers may be increased or decreased by the Member at any time in its sole and absolute discretion, upon notice to all Managers; provided, that, except as provided in Section 7.06, at all times the Company shall have at least two one Independent ManagersManager. The initial number of Managers shall be five[three], two one of which shall be an Independent ManagersManager. Each Manager designated by the Member shall hold office until a successor is elected and qualified or until such Manager’s earlier death, resignation, expulsion or removal. Each Manager shall execute and deliver the Management Agreement in the form attached hereto as Exhibit A. Managers need not be a Member. The initial Managers designated by the Member are listed on Schedule B hereto. (b) Each Manager shall be designated by the Member and shall hold office for the term for which designated and until a successor has been designated. (c) The Managers shall be obliged to devote only as much of their time to the Company’s business as shall be reasonably required in light of the Company’s business and objectives. Subject to Section 7.02, a Manager shall perform his or her duties as a Manager in good faith, in a manner he or she reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent Person in a like position would use under similar circumstances. (d) Except as otherwise provided in this Agreement, the Managers shall act by the affirmative vote of a majority of the Managers. Each Manager shall have the authority to sign duly authorized agreements and other instruments on behalf of the Company without the joinder of any other Manager. (e) Subject to the terms of this Agreement, any action may be taken by the Managers without a meeting and without prior notice if authorized by the written consent of a majority of the Managers (or such greater number as is required by this Agreement), which written consent shall be filed with the records of the Company. (f) Every Manager is an agent of the Company for the purpose of its business, and the act of every Manager, including the execution in the Company name of any instrument for carrying on the business of the Company, binds the Company, unless such act is in contravention of this Agreement or unless the Manager so acting otherwise lacks the authority to act for the Company and the Person with whom he or she is dealing has knowledge of the fact that he or she has no such authority. (g) To the extent permitted by law, the Managers shall not be personally liable for the Company’s debts, obligations or liabilities.

Managers. (a) Subject to Sections 1.07 and 1.08, the business and affairs of the Company shall be managed by or under the direction of two three or more Managers designated by the Member. Subject to the terms of this LLC Agreement, the Member may determine at any time in its sole and absolute discretion the number of Managers. Subject in all cases to the terms of this LLC Agreement, the authorized number of Managers may be increased or decreased by the Member at any time in its sole and absolute discretion, upon notice to all Managers; provided, that, except as provided in Section 7.06, at all times the Company shall have at least two one Independent ManagersManager. The initial number of Managers shall be fivethree, two one of which shall be an Independent ManagersManager; provided, however, that so long as one Independent Manager is required the number of total Managers shall not be less than two. Each Manager designated by the Member shall hold office until a successor is elected and qualified or until such Manager’s earlier death, resignation, expulsion or removal. Each Manager shall execute and deliver the Management Agreement in the form attached hereto as Exhibit A. Managers need not be a Member. The initial Managers designated by the Member as of the date hereof are listed on Schedule B hereto. (b) Each Manager shall be designated by the Member and shall hold office for the term for which designated and until a successor has been designated. (c) The Managers shall be obliged to devote only as much of their time to the Company’s business as shall be reasonably required in light of the Company’s business and objectives. Subject Except as otherwise provided in Section 7.02 with respect to Section 7.02an Independent Manager, a Manager shall perform his or her duties as a Manager in good faith, in a manner he or she reasonably believes to be in or not opposed to the best interests of the Company, and with such care as an ordinarily prudent Person in a like position would use under similar circumstances. (d) Except as otherwise provided in this LLC Agreement, the Managers shall act by the affirmative vote or consent of a majority of the Managers. Notwithstanding the foregoing or any contrary provision of this Agreement, the vote or consent of each Independent Manager shall only be required for actions of the Managers with respect to which the terms of this Agreement expressly require the consent of an Independent Manager, including without limitation, as expressly required in Section 1.02(c), Section 1.08(b), Section 1.08(c), Section 1.08(g), Section 6.07(a), Section 7.02, Section 9.02(a) and Section 11.02(a), and any other actions of the Managers shall be taken, and a quorum of the Managers shall be calculated, as if each Independent Manager is not a Manager. Each Manager (other than the Independent Managers) shall have the authority to sign duly authorized agreements and other instruments on behalf of the Company without the joinder of any other Manager. (e) Subject to the terms of this LLC Agreement, any action may be taken by the Managers without a meeting and without prior notice if authorized by the written consent of a majority of the Managers (or such greater number as is required by this LLC Agreement), which written consent shall be filed with the records of the Company. (f) Every Manager is an agent of the Company for the purpose of its business, and the act of every Manager, including the execution in the Company name of any instrument for carrying on the business of the Company, binds the Company, unless such act is in contravention of this LLC Agreement or unless the Manager so acting otherwise lacks the authority to act for the Company and the Person with whom he or she is dealing has knowledge of the fact that he or she has no such authority. (g) To the extent permitted by law, the Managers shall not be personally liable for the Company’s debts, obligations or liabilities.

Managers. (a) Subject to Sections 1.07 and 1.08, the business and affairs The day-to-day management of the Company Company's business shall be managed by or under the direction vested in a group of two or more Managers designated elected by the Member. Subject to the terms of this Agreement, the Member may determine at any time in its sole and absolute discretion the number of Managers. Subject in all cases to the terms of this Agreement, the authorized number of Managers may be increased or decreased by the Member at any time in its sole and absolute discretion, upon notice to all Managers; provided, that, except as provided in Section 7.06, at all times the Company shall have at least two Independent ManagersMembers. The Members hereby elect Xxx Xxxxx, Xxxxx X. Xxxxxxx and Xxxxxx Xxxxxxx to be the initial number Managers of Managers shall be five, two of which shall be Independent Managers. Each Manager designated by the Member shall hold office until a successor is elected and qualified or until such Manager’s earlier death, resignation, expulsion or removal. Each Manager shall execute and deliver the Management Agreement in the form attached hereto as Exhibit A. Managers need not be a MemberCompany. The initial names and street addresses of each of the Managers designated by the Member are listed set forth on Schedule B 6.1 attached hereto. (b) Each Manager Any Member that holds more than fifty percent (50%) of the Units, shall be designated entitled to elect two Managers, and any Member that holds more than thirty-three and one-third (33.3%) of the Units, shall be entitled to elect one Manager. Any additional Managers shall be elected by the Member affirmative vote of the Members possessing at least eighty percent (80%) of the Units of the Company represented and entitled to vote on the subject matter at the annual meeting of the Members or at a special meeting of the Members called for that purpose. A Manager shall hold office for the term for which designated and until a his successor has been designatedelected and qualified. (c) The Managers may engage in other business activities and shall be obliged to devote only as much of their time to the Company’s 's business as shall be reasonably required in light for the efficient operation of the Company’s 's business and objectives. Subject to Section 7.02, a A Manager shall perform his or her duties as a Manager in good faith, in a manner he or she reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent Person person in a like position would use under similar circumstances. (d) Except as otherwise provided in this Agreement, the Managers . A person who so performs his duties shall act not have any liability by the affirmative vote reason of being or having been a majority of the Managers. Each Manager shall have the authority to sign duly authorized agreements and other instruments on behalf of the Company without the joinder of any other Manager. (e) Subject to the terms of this Agreement, any action may be taken by the Managers without a meeting and without prior notice if authorized by the written consent of a majority of the Managers (or such greater number as is required by this Agreement), which written consent shall be filed with the records of the Company. (fd) The number of Managers shall be three (3) who shall be natural persons 18 years of age or older but who need not be Members of the Company or residents of Utah. (e) Every Manager is an agent of the Company for the purpose of its business, and the act of every Manager, including the execution in the Company name of any instrument for apparently carrying on in the usual way the business of the Company, binds the Company, unless such act is in contravention of the Articles of Organization or this Operating Agreement (including, without limitation, Section 6.2 hereof) or unless the Manager so acting otherwise lacks the authority to act for the Company and the Person person with whom he or she is dealing has knowledge of the fact that he or she has no such authority. (g) To the extent permitted by law, the Managers shall not be personally liable for the Company’s debts, obligations or liabilities.

Managers. (a) Subject to Sections 1.07 and 1.088.1.1 To the extent provided in Section 8.2, the business and affairs management of the Company Company's business shall be managed by or under the direction of two or more Managers designated by the Member. Subject to the terms of this Agreement, the Member may determine at any time exclusively vested in its sole and absolute discretion the number of Managers. Subject in all cases to the terms of this Agreement, the authorized number a group of Managers may (who shall collectively hereinafter be increased or decreased by sometimes referred to as the Member at any time in its sole and absolute discretionManagement Committee), upon notice to all Managers; provided, thatof whom, except as explicitly provided in Section 7.06herein, at all times the Company shall have at least two Independent Managersbe either a director, officer or other employee of a Member. The initial number of Managers shall be fivesix (6). The Members hereby elect the natural persons, two 18 years or older, identified on Exhibit D attached hereto to be the initial Managers of which shall be Independent Managers. Each Manager designated by the Member shall hold office until a successor is elected and qualified or until such Manager’s earlier death, resignation, expulsion or removalbusiness of the Company. Each Manager shall execute serve for a term of three (3) years and deliver until the Management Agreement in the form attached hereto as Exhibit A. Managers need not Manager's successor is duly elected and qualified. A Manager may be a Member. The initial Managers designated authorized by the Member are listed on Schedule B hereto. (b) Each Manager shall be designated by the Member and shall hold office for the term for which designated and until a successor has been designated. (c) The Managers shall be obliged to devote only as much of their time to the Company’s business as shall be reasonably required in light of the Company’s business and objectives. Subject to Section 7.02, a Manager shall perform his or her duties as a Manager in good faith, in a manner he or she reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent Person in a like position would use under similar circumstances. (d) Except as otherwise provided in this Agreement, the Managers shall act by the affirmative vote of a majority of the Managers. Each Manager shall have the authority to sign duly authorized agreements and other instruments on behalf of the Company without the joinder signature of any other Manager. 8.1.2 Hospital shall have the right to elect two (e2) Subject Managers; InSight shall have the right to elect two (2) Managers; and RAN shall have the terms of this Agreement, any action may be taken right to elect two (2) Managers. The Managers designated by the Managers without a meeting and without prior notice if authorized by same Member shall be required to take the written consent of a majority same action in connection with any vote of the Managers. The vote of the two Managers (or such greater number as is required designated by this Agreement), which written consent a Member shall be filed with assigned the records of same Percentage Interest as the Company. (f) Every Manager is an agent of Member designating the Company for the purpose of its businessManager, and the Management Committee shall act by an affirmative vote of every a Majority in Interest of the Managers, as defined hereinabove. The Managers shall meet from time to time as necessary to perform their functions hereunder. If the Managers are unable to resolve any issue at a meeting, the Managers shall, at the request of any Manager, including schedule a subsequent meeting within no more than thirty (30) days, and each Manager shall use good faith, best efforts to take all necessary actions to be able to resolve such matters at the execution in the Company name of any instrument for carrying on the business of the Company, binds the Company, unless such act is in contravention of this Agreement or unless the Manager so acting otherwise lacks the authority to act for the Company and the Person with whom he or she is dealing has knowledge of the fact that he or she has no such authoritysubsequent meeting. (g) To the extent permitted by law, the 8.1.3 Managers shall not be personally liable for the Company’s debts, obligations or liabilitiesliabilities of the Company, whether arising in contract, tort or otherwise, or for the acts or omissions of any Member, other Manager, agent or employee of the Company. Each Manager shall perform its duties as a Manager in good faith, and, except as otherwise provided in Section 1.3.2, in a manner the Manager reasonably believes to be in the best interests of the Company and with such care as an ordinarily prudent person in a like position would use under similar circumstances. A Manager is not liable for any action taken as a Manager, or any failure to take any action, unless the Manager has breached or failed to perform the Manager's duties and the breach or failure to perform constitutes willful misconduct or recklessness 8.1.4 In performing the Manager's duties, a Manager shall be entitled to rely on information, opinions, reports, or statements of the following persons or groups unless the Manager has knowledge concerning the matter in question that would cause such reliance to be unwarranted: 8.1.4.1 one or more employees or other agents of the Company whom the Manager reasonably believes to be reliable and competent in the matters presented; 8.1.4.2 any attorney, public accountant, or other person as to matters which the Manager reasonably believes to be within such person's professional or expert competence; or 8.1.4.3 a committee upon which the Manager does not serve, duly designated in accordance with a provision of the Articles or this Agreement, as to matters within its designated authority, which committee the Manager reasonably believes to merit competence. 8.1.5 In addition to their other general responsibilities, the Managers shall have the following specific responsibilities: (i) to approve the Company's annual strategic, capital and operating plans; and (ii) to review the Company's monthly financial performance.

Managers. (a) Subject to Sections 1.07 and 1.08, the business and affairs The Managers of the Company Company, as such, shall have limited authority, and shall be managed by or under the direction of two or more Managers designated by the Member. Subject subject to the terms provisions and limitations of this Agreement, the Member may determine at any time in its sole and absolute discretion the number of Managers. Subject in all cases to the terms of this Agreement, the authorized number of Managers may be increased or decreased by the Member at any time in its sole and absolute discretion, upon notice to all Managers; provided, that, except as provided in Section 7.06, at all times the Company shall have at least two Independent Managers. The initial number of Managers shall be five, two of which shall be Independent Managers. Each Manager designated by the Member shall hold office until a successor is elected and qualified or until such Manager’s earlier death, resignation, expulsion or removal. Each Manager shall execute and deliver the Management Agreement in the form attached hereto as Exhibit A. Managers need not be a Member. The initial Managers designated by the Member are listed on Schedule B heretoArticle 5. (b) Each Manager The Management Board may elect a Chairperson of the Board who, if elected, shall preside at all meetings of the Members and of the Management Board and shall perform such other duties as may be designated prescribed by the Member and shall hold office for the term for which designated and until a successor has been designatedManagement Board from time to time. (c) The Managers shall be obliged to devote only as much of their time to the Company’s business as shall be reasonably required in light of the Company’s business and objectives. Subject to Section 7.02, a Manager shall perform his or her duties as a Manager in good faith, in a manner he or she reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent Person in a like position would use under similar circumstances. (d) Except as otherwise provided in this Agreement, the Managers shall act by the affirmative vote of a majority of the Managers. Each Manager Company shall have the authority to sign duly authorized agreements and other instruments on behalf a Chief Executive Officer, who shall have general active management of the Company without the joinder of any other Manager. (e) Subject to the terms of this Agreement, any action may be taken by the Managers without a meeting and without prior notice if authorized by the written consent of a majority of the Managers (or such greater number as is required by this Agreement), which written consent shall be filed with the records of the Company. (f) Every Manager is an agent of the Company for the purpose of its business, and the act of every Manager, including the execution in the Company name of any instrument for carrying on the business of the Company, binds and in the absence of the Chairperson of the Board or if the office of Chairperson of the Board is vacant, shall preside at meetings of the members and Management Board, shall see that all orders and resolutions of the Management Board are carried into effect, shall have authority to sign and deliver in the name of the Company any deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of the Company, unless such act is except in contravention of this Agreement or unless the Manager so acting otherwise lacks cases in which the authority to act sign and deliver is required by law to be exercised by another person or is expressly delegated by this Limited Liability Company Agreement, or the Management Board to some other Manager or agent of the Company, may maintain records of and certify proceedings of the Management Board and Members, and shall perform such other duties as may from time to time be prescribed by the Management Board. (d) The Company shall have a President, who shall be the chief operating officer of the Company, shall have authority to exercise the power of the Chief Executive Officer in his absence, and in the absence of the Chairperson of the Board and the Chief Executive Officer, or if both such offices are vacant, shall preside at meetings of the members and Management Board. The Company may also have one or more Vice Presidents, who shall have authority to exercise the power of the President in his absence. (e) The Company shall have a Treasurer, who, unless provided otherwise by the Management Board, shall keep accurate financial records for the Company, shall deposit all moneys, drafts, and checks in the name of and to the credit of the Company in such banks and depositories as the Management Board shall designate from time to time, shall endorse for deposit all notes, checks, and drafts received by the Company as ordered by the Management Board, making proper vouchers therefor, shall disburse Company funds and issue checks and drafts in the name of the Company as ordered by the Management Board, shall render to the President and the Person with whom he or she is dealing has knowledge Management Board, whenever requested, an account of all such Manager’s transactions as Chief Financial Manager and of the fact that he financial condition of the Company, and shall perform such other duties as may be prescribed by the Management Board or she has no the President from time to time.. (f) The Company shall have a Secretary, who shall have primary responsibility to maintain records of actions of, and whenever necessary, certify all proceedings of the Members. The Secretary shall keep the required records of the Company, when so directed by the person or persons authorized to call such authoritymeetings, shall give or cause to be given notice of meetings of the Members, and shall also perform such other duties and have such other powers as the Members or the President may prescribe from time to time. (g) To the extent permitted by lawA Manager, the Managers as such, shall not be personally liable obligated to devote his or her full time to the conduct of the Company affairs, but shall devote only as much time as he or she deems necessary for the proper conduct thereof, and provided further, that nothing in this Agreement shall be deemed to restrict in any way the freedom of a Manager to conduct any other businesses or activities whatsoever without any accountability to the Company’s debts, obligations or liabilities. (h) The Company may have additional Managers as provided in Section 5.6.

Managers. (a) Subject to Sections 1.07 1.08 and 1.081.09, the business and affairs of the Company shall be managed by or under the direction of two or more Managers designated by the Member. Subject to the terms of this LLC Agreement, the Member may determine at any time in its sole and absolute discretion the number of Managers. Subject in all cases to the terms of this LLC Agreement, the authorized number of Managers may be increased or decreased by the Member at any time in its sole and absolute discretion, upon notice to all Managers; provided, that, except as provided in Section 7.06, at all times the Company shall have at least two one Independent ManagersManager. The initial number of Managers shall be fivethree, two one of which shall be an Independent ManagersManager. Each Manager designated by the Member shall hold office until a successor is elected and qualified or until such Manager’s earlier death, resignation, expulsion or removal. Each Manager shall execute and deliver the Management Agreement in the form attached hereto as Exhibit A. Managers need not be a Member. The initial Managers designated by the Member are listed on Schedule B hereto. (b) Each Manager shall be designated by the Member and shall hold office for the term for which designated and until a successor has been designated. (c) The Managers shall be obliged to devote only as much of their time to the Company’s business as shall be reasonably required in light of the Company’s business and objectives. Subject Except as otherwise provided in Section 7.02 with respect to Section 7.02an Independent Manager, a Manager shall perform his or her duties as a Manager in good faith, in a manner he or she reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent Person in a like position would use under similar circumstances. (d) Except as otherwise provided in this LLC Agreement, the Managers shall act by the affirmative vote of a majority of the Managers. Each Manager shall have the authority to sign duly authorized agreements and other instruments on behalf of the Company without the joinder of any other Manager. (e) Subject to the terms of this LLC Agreement, any action may be taken by the Managers without a meeting and without prior notice if authorized by the written consent of a majority of the Managers (or such greater number as is required by this LLC Agreement), which written consent shall be filed with the records of the Company. (f) Every Manager is an agent of the Company for the purpose of its business, and the act of every Manager, including the execution in the Company name of any instrument for carrying on the business of the Company, binds the Company, unless such act is in contravention of this LLC Agreement or unless the Manager so acting otherwise lacks the authority to act for the Company and the Person with whom he or she is dealing has knowledge of the fact that he or she has no such authority. (g) To the extent permitted by law, the Managers shall not be personally liable for the Company’s debts, obligations or liabilities.

Managers. (a) Subject to Sections 1.07 1.08 and 1.084.01, the business and affairs of the Company shall be managed by or under the direction of two or more Managers designated by the Member. Subject to the terms of this Agreement, the Member may determine at any time in its sole and absolute discretion the number of Managers. Subject in all cases to the terms of this Agreement, the authorized number of Managers may be increased or decreased by the Member at any time in its sole and absolute discretion, upon notice to all Managers; provided, that, except as provided in Section 7.06, at all times no later than the issuance of the first series of Investment Recovery Bonds, the Member shall appoint an Independent Manager and the Company shall thereafter have an Independent Manager at least two Independent Managersall times. The initial number of Managers shall be five, two of which shall be Independent Managersfour. Each Manager designated by the Member shall hold office until a successor is elected and qualified or until such Manager’s earlier death, resignation, expulsion or removal. Each Manager Manager, including the Independent Manager, shall execute and deliver the Management Agreement substantially in the form attached hereto as Exhibit A. A, provided, that an agreement with the Independent Manager may contain such other provisions as are approved by the Member. Managers need not be a Member. The initial Managers designated by the Member are listed on Schedule B hereto. The initial Independent Manager will be appointed and added to Schedule B no later than the issuance of the first series of Investment Recovery Bonds. (b) Each Manager shall be designated by the Member and shall hold office for the term for which designated (or, if no term is designated, for the duration provided in paragraph (a) above) and until a successor has been designated. (c) The Managers shall be obliged to devote only as much of their time to the Company’s business as shall be reasonably required in light of the Company’s business and objectives. Subject to Section 7.02, a A Manager shall perform his or her duties as a Manager in good faith, in a manner he or she reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent Person in a like position would use under similar circumstances. (d) Except as otherwise provided in this Agreement, the Managers shall act by the affirmative vote of a majority of the ManagersManagers at a meeting or as provided in paragraph (e) below. Each Manager shall have the authority to sign duly authorized agreements and other instruments on behalf of the Company without the joinder of any other Manager. (e) Subject to the terms of this Agreement, any action may be taken by the Managers without a meeting and without prior notice if authorized by the written consent of a majority of the Managers (or such greater number as is required by this Agreement), which written consent shall be filed with the records of the Company. (f) Every Manager is an agent of the Company for the purpose of its business, and the act of every Manager, including the execution in the Company name of any instrument for carrying on the business of the Company, binds the Company, unless such act is in contravention of this Agreement or unless the Manager so acting otherwise lacks the authority to act for the Company and the Person with whom he or she is dealing has knowledge of the fact that he or she has no such authority. (g) To the extent permitted by law, the Managers shall not be personally liable for the Company’s debts, obligations or liabilities.

Managers. (a) Subject to Sections 1.07 1.09 and 1.081.10, the business and affairs of the Company shall be managed by or under the direction of two or more Managers designated by the Member. Subject to the terms of this Agreement, the Member may determine at any time in its sole and absolute discretion the number of Managers. Subject in all cases to the terms of this Agreement, the authorized number of Managers may be increased or decreased by the Member at any time in its sole and absolute discretion, upon notice to all Managers; provided, that, except as provided in Section 7.06, at all times the Company shall have at least two one Independent ManagersManager. The initial number of Managers shall be fivethree, two one of which shall be an Independent ManagersManager. Each Manager designated by the Member shall hold office until a successor is elected and qualified or until such Manager’s earlier death, resignation, expulsion or removal. Each Manager shall execute and deliver the Management Agreement in the form attached hereto as Exhibit A. Managers need not be a Member. The initial Managers designated by the Member are listed on Schedule B hereto. (b) Each Manager shall be designated by the Member and shall hold office for the term for which designated and until a successor has been designated. (c) The Managers shall be obliged to devote only as much of their time to the Company’s business as shall be reasonably required in light of the Company’s business and objectives. Subject to Section 7.02, a Manager shall perform his or her duties as a Manager in good faith, in a manner he or she reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent Person in a like position would use under similar circumstances. (d) Except as otherwise provided in this Agreement, the Managers shall act by the affirmative vote of a majority of the Managers. Each Manager shall have the authority to sign duly authorized agreements and other instruments on behalf of the Company without the joinder of any other Manager. (e) Subject to the terms of this Agreement, any action may be taken by the Managers without a meeting and without prior notice if authorized by the written consent of a majority of the Managers (or such greater number as is required by this Agreement), which written consent shall be filed with the records of the Company. (f) Every Manager is an agent of the Company for the purpose of its business, and the act of every Manager, including the execution in the Company name of any instrument for carrying on the business of the Company, binds the Company, unless such act is in contravention of this Agreement or unless the Manager so acting otherwise lacks the authority to act for the Company and the Person with whom he or she is dealing has knowledge of the fact that he or she has no such authority. (g) To the extent permitted by law, the Managers shall not be personally liable for the Company’s debts, obligations or liabilities.

Managers. (a) Subject to Sections 1.07 1.08 and 1.084.01, the business and affairs of the Company shall be managed by or under the direction of two or more Managers designated by the Member. Subject to the terms of this Agreement, the Member may determine at any time in its sole and absolute discretion the number of Managers. Subject in all cases to the terms of this Agreement, the authorized number of Managers may be increased or decreased by the Member at any time in its sole and absolute discretion, upon notice to all Managers; provided, that, except as provided in Section 7.06, prior to issuance of the Storm Recovery Bonds and at all times thereafter, the Company shall have at least two one Independent ManagersManager. The initial number of Managers shall be four, and, upon the appointment of the Independent Manager, five, two of which shall be Independent Managers. Each Manager designated by the Member shall hold office until a successor is elected and qualified or until such Manager’s earlier death, resignation, expulsion or removal. Each Manager shall execute and deliver the Management Agreement in the form attached hereto as Exhibit A. Managers need not be a Member. The initial Managers designated by the Member are listed on Schedule B hereto. (b) Each Manager shall be designated by the Member and shall hold office for the term for which designated and until a successor has been designated. (c) The Managers shall be obliged to devote only as much of their time to the Company’s business as shall be reasonably required in light of the Company’s business and objectives. Subject to Section 7.02, a A Manager shall perform his or her duties as a Manager in good faith, in a manner he or she reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent Person in a like position would use under similar circumstances. (d) Except as otherwise provided in this Agreement, the Managers shall act by the affirmative vote of a majority of the Managers. Each Manager shall have the authority to sign duly authorized agreements and other instruments on behalf of the Company without the joinder of any other Manager. (e) Subject to the terms of this Agreement, any action may be taken by the Managers without a meeting and without prior notice if authorized by the written consent of a majority of the Managers (or such greater number as is required by this Agreement), which written consent shall be filed with the records of the Company. (f) Every Manager is an agent of the Company for the purpose of its business, and the act of every Manager, including the execution in the Company name of any instrument for carrying on the business of the Company, binds the Company, unless such act is in contravention of this Agreement or unless the Manager so acting otherwise lacks the authority to act for the Company and the Person with whom he or she is dealing has knowledge of the fact that he or she has no such authority. (g) To the extent permitted by law, the Managers shall not be personally liable for the Company’s debts, obligations or liabilities.

Managers. (a) Subject to Sections 1.07 and Section 1.08, the business and affairs of the Company shall be managed by or under the direction of two or more Managers managers of the Company (each, a "Manager" and collectively, the "Managers") designated by the Member. Subject to the terms of this Agreement, the Member may determine at any time in its sole and absolute discretion the number of Managers. Subject in all cases to the terms of this Agreement, the authorized number of Managers may be increased or decreased by the Member at any time anytime in its sole and absolute discretion, upon notice to all Managers; provided, that, except as provided in Section 7.06, at all times the Company shall have at least two Independent Managers. The initial number of Managers shall be five, two of which shall be Independent Managers. Each Manager designated by the Member shall hold office until a successor is elected and qualified or until such Manager’s 's earlier death, resignation, expulsion or removal. Each Manager shall execute and deliver the Management Agreement in substantially the form attached hereto as Exhibit A. A (the "Management Agreement"). Managers need not be a Member. The initial Managers designated by the Member are listed on Schedule B hereto. (b) Each Manager shall be designated by the Member and shall hold office for the term for which designated and until a successor has been designated. (c) The Managers shall be obliged to devote only as much of their time to the Company’s 's business as shall be reasonably required in light of the Company’s 's business and objectives. Subject to Section 7.02, a A Manager shall perform his or her duties as a Manager in good faith, in a manner he or she reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent Person in a like position would use under similar circumstances. (d) Except as otherwise provided in this Agreement, the Managers shall act by the affirmative vote of a majority of the Managers. Each Manager shall have the authority to sign duly authorized agreements and other instruments on behalf of the Company without the joinder of any other Manager. (e) Subject to the terms of this Agreement, any action may be taken by the Managers without a meeting and without prior notice if authorized by the written consent of a majority of the Managers (or such greater number as is required by this Agreement), which written consent shall be filed with the records of the Company. (f) Every Manager is an agent of the Company for the purpose of its business, and the act of every Manager, including the execution in the Company name of any instrument for carrying on the business of the Company, binds the Company, unless such act is in contravention of this Agreement or unless the Manager so acting otherwise lacks the authority to act for the Company and the Person with whom he or she is dealing has knowledge of the fact that he or she has no such authority. (g) To the extent permitted by law, the Managers shall not be personally liable for the Company’s debts, obligations or liabilities.

Managers. (a) Subject to Sections 1.07 and 1.08, the business and affairs of the Company shall be managed by or under the direction of two or more Managers designated by the Member. Subject to the terms of this Agreement, the Member may determine at any time in its sole and absolute discretion the number of Managers. Subject in all cases to the terms of this Agreement, the authorized The number of Managers may be increased or decreased by who shall constitute the Member at any time in its sole and absolute discretion, upon notice to all Managers; provided, that, except as provided in Section 7.06, at all times the Company shall have at least two Independent Managers. The initial number whole Board of Managers shall be fivedetermined from time to time by the Board of Managers, two and shall initially be five (5). Two (2) of which the Managers shall be Independent Managerselected by CLI. The remaining Managers shall be elected by Cornerstone. Each Manager designated of CLI and Cornerstone shall consult with the other concerning the identity of the Managers to be elected by CLI and Cornerstone, respectively; provided that such consultation obligation shall in no way limit the Member right of CLI and Cornerstone to elect such Managers as it in its sole discretion determines. Xxxxxxxx Xxxxx Xxxxxx and Xxxxx Xxxxx Xxxxxx shall hold office until a successor is serve as the Managers initially elected by CLI. Xxxxxxx X. End, Xxxxxx X. Xxxxxxx and qualified or until such Manager’s earlier death, resignation, expulsion or removalXxxx Xxxxxx shall serve as the Managers initially elected by Cornerstone. Each Manager shall execute and deliver the Management Agreement in the form attached hereto as Exhibit A. Managers need not be a MemberMembers of the LLC. The LLC shall permit CLI to designate, by delivery of written notice to Cornerstone, a representative of CLI, who must be reasonably acceptable to Cornerstone, who shall be permitted to attend, as a non-voting observer, meetings of the Board of Managers, provided such person executes an appropriate confidentiality agreement. CLI hereby designates Xxxxxxx Xxxxx as its initial Managers designated by the Member are listed on Schedule B heretonon-voting observer representative. (b) Each Manager shall be designated by the Member and shall hold office for until his or her death, resignation or removal in accordance with the term for which designated and until a successor has been designatedprovisions hereof. (c) The Managers shall be obliged to devote only as much of their time to the Company’s business as shall be reasonably required in light of the Company’s business and objectives. Subject to Section 7.02, a Any Manager shall perform may resign by delivering his or her duties as a Manager in good faithwritten resignation to (i) the President or any other officer of the LLC designated by the Board of Managers to receive such resignations, in a manner he or she reasonably believes and (ii) each Member. Such resignation shall be effective upon receipt unless it is specified to be in effective at some other time or upon the best interests happening of the Company, and with such care as an ordinarily prudent Person in a like position would use under similar circumstancessome other event. (d) Except as otherwise provided in this AgreementAny Manager may be removed at any time, the Managers shall act with or without cause, by the affirmative vote of a majority action of the ManagersMember (or Members, as the case may be) who appointed such Manager pursuant to Section 6.02(a), by delivery by such Member (or Members, as the case may be) of written notice of such removal to (i) the Manager being so removed and (ii) all other Members. Each Manager Such removal shall have be effective upon the authority to sign duly authorized agreements and other instruments on behalf giving of the Company without notice specified in the joinder preceding sentence to each person or entity entitled thereto, unless such notice is specified to be effective at some other time or upon the happening of any some other Managerevent. (e) Subject to Any vacancy on the terms Board of this AgreementManagers resulting from the death, resignation or removal of any action may Manager shall be taken filled, as promptly as practicable, by the Managers without Member (or Members, as the case may be) entitled to appoint such Manager pursuant to Section 6.02(a), by designating a meeting replacement Manager in a written notice given to all other Members and without prior notice if authorized by the written consent all Managers. Such designation of a majority replacement Manager shall be effective upon the giving of the Managers (notice specified in the preceding sentence to each person or entity entitled thereto, unless such greater number as notice is required by this Agreement), which written consent shall specified to be filed with effective at some other time or upon the records happening of the Companysome other event. (f) Every Manager is an agent Regular meetings of the Company for Board of Managers may be held without notice at such time and place as shall be determined from time to time by the Board of Managers; provided that any Manager who is absent when such a determination is made shall be given prior notice of such meeting. Special meetings of the Board of Managers may be held at any time and place designated in a call by the Chairman or President. Notice of any special meeting of Managers shall be given to each Manager by whichever of the Chairman or President called the meeting and shall specify the purpose of its businessthereof and, and to the act of every Managerextent practicable, including the execution matters to be voted on at such meeting. Notice shall be duly given to each Manager (i) by giving notice to such Manager in the Company name of any instrument for carrying on the business person or by telephone at least 48 hours in advance of the Companymeeting, binds the Company(ii) by sending a telegram, unless such act is telex or facsimile transmission, or delivering written notice by hand, to his or her last known business or home address at least 48 hours in contravention of this Agreement or unless the Manager so acting otherwise lacks the authority to act for the Company and the Person with whom he or she is dealing has knowledge advance of the fact that he meeting, or she has no such authority(iii) by mailing written notice to his or her last known business or home address at least five business days in advance of the meeting. Except as required in this Section 6.02(f), a notice or waiver of notice of a meeting of the Board of Managers need not specify the purposes of the meeting. (g) To At any meeting of the extent permitted Board of Managers, the vote of the greater of (x) three Managers or (y) a majority of all Managers then in office (whether or not present at the relevant meeting) shall be sufficient to take any action, unless a different vote is specified by law, the Certificate or this Agreement. (h) Managers or any members of any committee designated by the Managers may participate in a meeting of the Board of Managers or such committee by means of telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meeting. Any action required or permitted to be taken at any meeting of the Board of Managers or of any committee of the Board of Managers may be taken without a meeting, if at least 80% of the members of the Board or committee, as the case may be, consent to the action in writing, and the written consents are filed with the minutes of proceedings of the Board or committee. (i) The Board of Managers may, by resolution, designate one or more committees, each committee to consist of one or more of the Managers of the LLC. Any such committee, to the extent provided in the resolution of the Board of Managers and subject to the provisions of the Act, shall have and may exercise all the powers and authority of the Board of Managers in the management of the business and affairs of the LLC. Each such committee shall keep minutes and make such reports as the Board of Managers may from time to time request. Except as the Board of Managers may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the Managers or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided in this Agreement for the Board of Managers. (j) Managers shall not be personally liable paid any compensation for their services as Managers, other than reimbursement for expenses of attendance at meetings of the Company’s debtsBoard of Managers. No such payment shall preclude any Manager from serving the LLC or any of its parent or subsidiary entities in any other capacity and receiving compensation for such service. (k) The LLC shall not be obligated to pay any compensation to any officer or employee of Cornerstone with respect to advice or consultation services provided by such person to the LLC. Notwithstanding the foregoing, obligations the LLC and Cornerstone acknowledge and agree that they may from time to time enter into business arrangements pursuant to which Cornerstone provides services to the LLC, for compensation to be agreed upon, relating to matters such as order fulfillment, order taking, customer service, computerized operating systems, management reporting systems, inventory management systems and negotiation of service contracts with third parties; provided that any such agreement between the LLC and Cornerstone (or liabilitiesany Affiliate thereof), that the Managers elected by CLI believe is not upon arms-length terms or does not contain customary terms and conditions, must be approved by at least one of the Managers elected by CLI.

Managers. (a) Subject to Sections 1.07 and 1.08, the business and affairs of the Company shall be managed by or under the direction of two or more Managers designated by the Member. Subject to the terms of this LLC Agreement, the Member may determine at any time in its sole and absolute discretion the number of Managers. Subject in all cases to the terms of this LLC Agreement, the authorized number of Managers may be increased or decreased by the Member at any time in its sole and absolute discretion, upon notice to all Managers; provided, that, except as provided in Section 7.06, at all times the Company shall have at least two one Independent ManagersManager. The initial number of Managers shall be fivethree, two one of which shall be an Independent ManagersManager. Each Manager designated by the Member shall hold office until a successor is elected and qualified or until such Manager’s earlier death, resignation, expulsion or removal. Each Manager shall execute and deliver the Management Agreement in the form attached hereto as Exhibit A. Managers need not be a Member. The initial Managers designated by the Member are listed on Schedule B hereto. (b) Each Manager shall be designated by the Member and shall hold office for the term for which designated and until a successor has been designated. (c) The Managers shall be obliged to devote only as much of their time to the Company’s business as shall be reasonably required in light of the Company’s business and objectives. Subject to Section 7.02, a A Manager shall perform his or her duties as a Manager in good faith, in a manner he or she reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent Person in a like position would use under similar circumstances. (d) Except as otherwise provided in this LLC Agreement, the Managers shall act by the affirmative vote of a majority of the Managers. Each Manager shall have the authority to sign duly authorized agreements and other instruments on behalf of the Company without the joinder of any other Manager. (e) Subject to the terms of this LLC Agreement, any action may be taken by the Managers without a meeting and without prior notice if authorized by the written consent of a majority of the Managers (or such greater number as is required by this LLC Agreement), which written consent shall be filed with the records of the Company. (f) Every Manager is an agent of the Company for the purpose of its business, and the act of every Manager, including the execution in the Company name of any instrument for carrying on the business of the Company, binds the Company, unless such act is in contravention of this LLC Agreement or unless the Manager so acting otherwise lacks the authority to act for the Company and the Person with whom he or she is dealing has knowledge of the fact that he or she has no such authority. (g) To the extent permitted by law, the Managers shall not be personally liable for the Company’s debts, obligations or liabilities.

Managers. (a) Subject to Sections 1.07 and Section 1.08, the business and affairs of the Company shall be managed by or under the direction of two or more Managers managers of the Company (each, a "Manager" and collectively, the "Managers") designated by the Member. Subject to the terms of this Agreement, the Member may determine at any time in its sole and absolute discretion the number of Managers. Subject in all cases to the terms of this Agreement, the authorized number of Managers may be increased or decreased by the Member at any time anytime in its sole and absolute discretion, upon notice to all Managers; provided, that, except as provided in Section 7.06, at all times the Company shall have at least two Independent Managers. The initial number of Managers shall be five, two of which shall be Independent Managers. Each Manager designated by the Member shall hold office until a successor is elected and qualified or until such Manager’s 's earlier death, resignation, expulsion or removal. Each Manager shall execute and deliver the Management Agreement in substantially the form attached hereto as Exhibit A. A (the "Management Agreement"). Managers need not be a Member. The initial Managers designated by the Member are listed on Schedule B hereto. (b) Each Manager shall be designated by the Member and shall hold office for the term for which designated designated, if any, and until a successor has been designated. (c) The Managers shall be obliged to devote only as much of their time to the Company’s 's business as shall be reasonably required in light of the Company’s 's business and objectives. Subject to Section 7.02, a A Manager shall perform his or her duties as a Manager in good faith, in a manner he or she reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent Person in a like position would use under similar circumstances. (d) Except as otherwise provided in this Agreement, the Managers shall act by the affirmative vote of a majority of the Managers. Each Manager shall have the authority to sign duly authorized agreements and other instruments on behalf of the Company without the joinder of any other Manager. (e) Subject to the terms of this Agreement, any action may be taken by the Managers without a meeting and without prior notice if authorized by the written consent of a majority of the Managers (or such greater number as is required by this Agreement), which written consent shall be filed with the records of the Company. (f) Every Manager is an agent of the Company for the purpose of its business, and the act of every Manager, including the execution in the Company name of any instrument for carrying on the business of the Company, binds the Company, unless such act is in contravention of this Agreement or unless the Manager so acting otherwise lacks the authority to act for the Company and the Person with whom he or she is dealing has knowledge of the fact that he or she has no such authority. (g) To the extent permitted by law, the Managers shall not be personally liable for the Company’s debts, obligations or liabilities.

Managers. (a) Subject to Sections 1.07 and Section 1.08, the business and affairs of the Company shall be managed by or under the direction of two or more Managers designated by the Member. Subject to the terms of this Agreement, the Member may determine at any time in its sole and absolute discretion the number of ManagersManagers to constitute the Board. Subject in all cases to the terms of this Agreement, the The authorized number of Managers may be increased or decreased by the Member at any time in its sole and absolute discretion, upon notice to all Managers; provided, that, except as provided and subject in Section 7.06, at all times cases to the Company shall have at least two Independent Managersterms of this Agreement. The initial number of Managers shall be five_____, two of which shall be Independent Managers. Each Manager elected, designated or appointed by the Member shall hold office until a successor is elected and qualified or until such Manager’s 's earlier death, resignation, expulsion or removal. Each Manager shall execute and deliver the Management Agreement in the form attached hereto as Exhibit A. Managers need not be a Member. The initial Managers designated by the Member are listed on Schedule B hereto. (b) Each Manager shall be designated elected by the Member and shall hold office for the term for which designated elected and until a successor has been designatedappointed and qualified. (c) The Managers shall be obliged to devote only as much of their time to the Company’s 's business as shall be reasonably required in light of the Company’s 's business and objectives. Subject to Section 7.02, a A Manager shall perform his or her duties as a Manager in good faith, in a manner he or she reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent Person in a like position would use under similar circumstances. (d) Except as otherwise provided in Subject to the terms of this Agreement, the Managers shall act by the affirmative vote of a majority of the Managers. Each Manager shall have the authority to sign duly authorized agreements and other instruments on behalf of the Company without the joinder of any other Manager. (e) Subject to the terms of this Agreement, any action may be taken by the Managers without a meeting and without prior notice if authorized by the written consent of a majority of the Managers (or such greater number as is required by this Agreement), which written consent shall be filed with the records of the Company. (f) Every Manager is an agent of the Company for the purpose of its business, and the act of every Manager, including the execution in the Company name of any instrument for carrying on the business of the Company, binds the Company, unless such act is in contravention of this Agreement or unless the Manager so acting otherwise lacks the authority to act for the Company and the Person with whom he or she is dealing has knowledge of the fact that he or she has no such authority. (g) To the extent permitted by law, the Managers shall not be personally liable for the Company’s debts, obligations or liabilities.

Managers. (a) Subject Except to Sections 1.07 and 1.08the extent that the Founding Member may determine otherwise, the business and affairs day-to-day management of the Company Company's business shall be managed by exclusively vested in a group of Managers. The number of Managers shall be two (2). Each Manager shall serve for a term of one (1) year and until the Managers' successor is duly elected and qualified. The Founding Member hereby elect the natural persons, 18 years of age or under older, identified on the direction attached EXHIBIT “B” to be the initial Managers of two or more Managers designated by the Memberday-to-day business of the Company. Subject to the terms of this AgreementSection 6.1, the Managers shall act by the affirmative vote of the Founding Member. Except to the extent that the Founding Member may determine at any time in its sole otherwise, each Manager shall have the authority to sign agreements and absolute discretion the number other instruments on behalf of Managers. Subject in all cases to the terms of this Agreement, the authorized number of Managers may be increased or decreased by the Member at any time in its sole and absolute discretion, upon notice to all Managers; provided, that, except as provided in Section 7.06, at all times the Company shall have at least two Independent Managers. The initial number without the signature of Managers shall be five, two of which shall be Independent Managers. Each Manager designated by the Member shall hold office until a successor is elected and qualified or until such any other Manager’s earlier death, resignation, expulsion or removal. Each Manager shall execute and deliver the Management Agreement in the form attached hereto as Exhibit A. Managers need not be a Member. The initial Managers designated by the Member are listed on Schedule B hereto. (b) Each Manager The Mangers shall be designated elected by the Member and consent of the Founding Member. A Manger shall hold office for the term for which designated the Manger is elected and until a the Manager's successor has been designatedduly elected and qualified. (c) The Managers shall not be obliged to devote only as much of their time to personally liable for the Company’s business as shall be reasonably required in light debts, obligations or liabilities of the Company’s business and objectives, whether arising in contract, tort or otherwise, or for the acts or omissions of any Master or Charter Member or other class of member, other Manager, agent or employee of the Company. Subject to Section 7.02, a A Manager shall perform his or her the Manager's duties as a Manager in good faith, in a manner he or she the Manager reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent Person person in a like position would use under similar circumstances. A Manager is not liable for any action taken as a Manager, or any failure to take any action, unless the Manager has breached or failed to perform the Manager's duties and the breach or failure to perform constitutes willful misconduct or recklessness. (d) Except In performing the Manager's duties, a Manager shall be entitled to rely on information, opinions, reports, or statements of the following persons or groups unless the Manager has knowledge concerning the matter in question that would cause such reliance to be unwarranted: (i) one or more employees or other agents of the Company whom the Manager reasonably believes to be reliable and competent in the matters presented; (ii) any attorney, public accountant, or other person as otherwise provided to matters which the Manager reasonably believes to be within such person's professional or expert competence; or (iii) a committee upon which the Manager does not serve, duly designated in accordance with a provision of the Articles or this Agreement, as to matters within its designated authority, which committee the Managers shall act by the affirmative vote of a majority of the Managers. Each Manager shall have the authority reasonably believes to sign duly authorized agreements and other instruments on behalf of the Company without the joinder of any other Managermerit confidence. (e) Subject Except to the terms of this Agreementextent provided in the Articles, any action may be taken by the Managers without a meeting and without prior notice if authorized by the written consent of a majority of the Managers (or such greater number as is required by this Agreement), which written consent shall be filed with the records of the Company. (f) Every every Manager is an agent of the Company for the purpose of its businessapparently carrying on in the usual way the business of the Company, and the act of every Manager, including the execution in the Company name of any instrument for apparently carrying on in the usual way the business of the Company, binds the Company, unless such act is in contravention of the Articles or this Agreement or unless the Manager so acting otherwise lacks the authority to act for the Company Company, and the Person person with whom he or she the Manager is dealing has knowledge of the fact that he or she such Manager has no such authority. (g) To the extent permitted by law, the Managers shall not be personally liable for the Company’s debts, obligations or liabilities.

Managers. (a) Subject to Sections Section 1.07 and 1.08, the business and affairs of the Company shall be managed by or under the direction of two or more three Managers designated by the Member. Subject to the terms of this Agreement, the Member may determine at any time in its sole and absolute discretion the number of Managers. Subject in all cases to the terms of this Agreement, the authorized number of Managers may be increased or decreased by the Member at any time in its sole and absolute discretion, upon notice to all Managers; provided, that, except as provided in Section 7.06, at all times the Company shall have at least two one Independent ManagersManager. The initial number of Managers shall be fivethree, two one of which shall be an Independent ManagersManager. Each Manager designated by the Member shall hold office until a successor is elected and qualified or until such Manager’s earlier death, resignation, expulsion or removal. Each Manager shall execute and deliver the Management Agreement in the form attached hereto as Exhibit A. Managers need not be a Member. The initial Managers designated by the Member are listed on Schedule B hereto. (b) Each Manager shall be designated by the Member and shall hold office for the term for which designated and until a successor has been designated. (c) The Managers shall be obliged to devote only as much of their time to the Company’s business as shall be reasonably required in light of the Company’s business and objectives. Subject to Section 7.02, a Manager shall perform his or her duties as a Manager in good faith, in a manner he or she reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent Person in a like position would use under similar circumstances. (d) Except as otherwise provided in this Agreement, the Managers shall act by the affirmative vote of a majority of the Managers. Each Manager shall have the authority to sign duly authorized agreements and other instruments on behalf of the Company without the joinder of any other Manager. (e) Subject to the terms of this Agreement, any action may be taken by the Managers without a meeting and without prior notice if authorized by the written consent of a majority of the Managers (or such greater number as is required by this Agreement), which written consent shall be filed with the records of the Company. (f) Every Manager is an agent of the Company for the purpose of its business, and the act of every Manager, including the execution in the Company name of any instrument for carrying on the business of the Company, binds the Company, unless such act is in contravention of this Agreement or unless the Manager so acting otherwise lacks the authority to act for the Company and the Person with whom he or she is dealing has knowledge of the fact that he or she has no such authority. (g) To the fullest extent permitted by law, the Managers shall not be personally liable for the Company’s debts, obligations or liabilities.

Managers. (a) Subject There shall be such number of Managers as may be determined from time to Sections 1.07 and 1.08time by the Board of Representatives so long as there is at least one (1) Manager, who shall be designated the business and affairs CEO. Each Manager of the Company shall be managed by a natural person of full age who need not be a resident of the State of Delaware. The Board of Representatives shall have the right to confer upon any Manager such titles as the Board deems appropriate, including, but not limited to, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, President, Vice President, Secretary or under Treasurer. The Board of Representatives shall promptly give each Member notice of the direction designation of two or more Managers any new Manager. Each Manager shall hold office until a successor has been designated by the MemberBoard of Representatives and qualified or until his or her earlier death, resignation or removal. Subject to The initial Managers are set forth on SCHEDULE C attached hereto. (b) The Board of Representatives shall have the terms of this Agreementright, the Member may determine at any time in its sole and absolute discretion the number of Managers. Subject in all cases to the terms of this Agreement, the authorized number of Managers may be increased or decreased by the Member at any time in its sole and absolute discretion, upon notice to all Managers; provided(i) appoint, thatremove (with or without cause) and replace the Managers of the Company, except as provided (ii) define the duties and responsibilities of the Managers and (iii) subject to the limitations set forth in Section 7.064.1, at all times delegate specifically defined duties to the Managers. Any delegation of authority to take any action by the Board of Representatives must be approved in the same manner as would be required for the Board of Representatives to directly approve such action. Notwithstanding the foregoing or any other provision of this Operating Agreement or of the Act to the contrary, no Manager of the Company shall have at least two Independent Managers. The initial number the power or authority to do or perform any act with respect to any of Managers shall be five, two of which shall be Independent Managers. Each Manager designated by the Member shall hold office until a successor is elected and qualified or until matters set forth in Section 4.1 unless such Manager’s earlier death, resignation, expulsion or removal. Each Manager shall execute and deliver the Management Agreement in the form attached hereto as Exhibit A. Managers need not be a Member. The initial Managers designated by the Member are listed on Schedule B hereto. (b) Each Manager shall be designated by the Member and shall hold office for the term for which designated and until a successor matter has been designatedapproved in accordance with the provisions of Section 4.1. (c) A Manager of the Company may resign at any time by giving written notice to the Board of Representatives. The Managers resignation of a Manager shall be obliged to devote only as much effective upon receipt of their such notice or at such later time to the Company’s business as shall be reasonably required specified in light the notice. Unless otherwise specified in the notice, the acceptance of the Company’s business and objectives. Subject resignation shall not be necessary to Section 7.02, a Manager shall perform his or her duties as a Manager in good faith, in a manner he or she reasonably believes to be in the best interests of the Company, and with make such care as an ordinarily prudent Person in a like position would use under similar circumstancesresignation effective. (d) Except as otherwise provided in this Agreement, The salaries of the Managers shall act be fixed from time to time by the affirmative vote Board of a majority Representatives or by such Manager as may be designated by resolution of the ManagersBoard of Representatives; provided that any Manager who may be entitled to vote on (by reason of his or her capacity as a Representative) or fix (by reason of delegation) salaries shall not vote on or otherwise participate in the fixing of his or her own salary. Each Manager shall have the authority to sign duly authorized agreements and The salaries or other instruments on behalf of the Company without the joinder compensation of any other Manager. (e) Subject employees and other agents shall be fixed from time to time by the terms Board of this Agreement, any action Representatives or by such Manager as may be taken designated by the Managers without a meeting and without prior notice if authorized by the written consent of a majority resolution of the Managers (or such greater number as is required by this Agreement), which written consent shall be filed with the records Board of the CompanyRepresentatives. (f) Every Manager is an agent of the Company for the purpose of its business, and the act of every Manager, including the execution in the Company name of any instrument for carrying on the business of the Company, binds the Company, unless such act is in contravention of this Agreement or unless the Manager so acting otherwise lacks the authority to act for the Company and the Person with whom he or she is dealing has knowledge of the fact that he or she has no such authority. (g) To the extent permitted by law, the Managers shall not be personally liable for the Company’s debts, obligations or liabilities.

Managers. (a) Subject to Sections 1.07 Section 1.08 and 1.08Article VII, the business and affairs of the Company shall be managed by or under the direction of two or more Managers designated by the Member. Subject to the terms of this Agreement, the Member may determine at any time in its sole and absolute discretion the number of Managers. Subject in all cases to the terms of this Agreement, the authorized number of Managers may be increased or decreased by the Member at any time in its sole and absolute discretion, upon notice to all Managers; provided, that, except as provided in Section 7.06, at all times the Company shall have at least two Independent Managers. The initial number of Managers as of the date hereof shall be five, two of which shall be Independent Managers. Each Manager designated by the Member shall hold office until a successor is elected and qualified or until such Manager’s earlier death, resignation, expulsion or removal. Each Manager shall execute and deliver the Management Agreement in the form attached hereto as Exhibit A. Managers need not be a Member. The initial Managers designated by the Member are listed on Schedule B hereto. (b) Each Manager shall be designated by the Member and shall hold office for the term for which designated and until a successor has been designateddesignated or until such Manager’s earlier death, resignation, expulsion or removal. Each Manager shall execute and deliver the management agreement in the form attached hereto as Exhibit A (such management agreement to be deemed incorporated into, and part of, this Agreement. Managers need not be a Member. The Managers designated by the Member are listed on Schedule B hereto. (c) The Managers shall be obliged to devote only as much of their time to the Company’s business as shall be reasonably required in light of the Company’s business and objectives. Subject to Section 7.02, a A Manager shall perform his or her duties as a Manager in good faith, in a manner he or she reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent Person in a like position would use under similar circumstances. (d) Except as otherwise provided in this Agreement, the Managers shall act by the affirmative vote of a majority of the Managers. Each Manager shall have the authority to sign duly authorized agreements and other instruments on behalf of the Company without the joinder of any other Manager. (e) Subject to the terms of this Agreement, any action may be taken by the Managers without a meeting and without prior notice if authorized by the written consent of a majority of the Managers (or such greater number as is required by this Agreement), which written consent shall be filed with the records of the Company. (f) Every Manager is an agent of the Company for the purpose of its business, and the act of every Manager, including the execution in the Company name of any instrument for carrying on the business of the Company, binds the Company, unless such act is in contravention of this Agreement or unless the Manager so acting otherwise lacks the authority to act for the Company and the Person with whom he or she is dealing has knowledge of the fact that he or she has no such authority. (g) To the extent permitted by law, the Managers shall not be personally liable for the Company’s debts, obligations or liabilities.

Managers. (a) Subject to Sections 1.07 Section 1.08 and 1.08Article VII, the business and affairs of the Company shall be managed by or under the direction of two or more Managers designated by the Member. Subject to the terms of this Agreement, the Member may determine at any time in its sole and absolute discretion the number of Managers. Subject in all cases to the terms of this Agreement, the authorized number of Managers may be increased or decreased by the Member at any time in its sole and absolute discretion, upon notice to all Managers; provided, that, except as provided in Section 7.06, at all times the Company shall have at least two Independent Managers. The initial number of Managers as of the date hereof shall be five, two of which shall be Independent Managers. Each Manager designated by the Member shall hold office until a successor is elected and qualified or until such Manager’s earlier death, resignation, expulsion or removal. Each Manager shall execute and deliver the Management Agreement in the form attached hereto as Exhibit A. Managers need not be a Member. The initial Managers designated by the Member are listed on Schedule B hereto. (b) Each Manager shall be designated by the Member and shall hold office for the term for which designated and until a successor has been designateddesignated or until such Manager’s earlier death, resignation, expulsion or removal. Each Manager shall execute and deliver the management agreement in the form attached hereto as Exhibit A (such management agreement to be deemed incorporated into, and part of, this Agreement). Managers need not be a Member. The Managers designated by the Member are listed on Schedule B hereto. (c) The Managers shall be obliged to devote only as much of their time to the Company’s business as shall be reasonably required in light of the Company’s business and objectives. Subject to Section 7.02, a A Manager shall perform his or her duties as a Manager in good faith, in a manner he or she reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent Person in a like position would use under similar circumstances. (d) Except as otherwise provided in this Agreement, the Managers shall act by the affirmative vote of a majority of the Managers. Each Manager shall have the authority to sign duly authorized agreements and other instruments on behalf of the Company without the joinder of any other Manager. (e) Subject to the terms of this Agreement, any action may be taken by the Managers without a meeting and without prior notice if authorized by the written consent of a majority of the Managers (or such greater number as is required by this Agreement), which written consent shall be filed with the records of the Company. (f) Every Manager is an agent of the Company for the purpose of its business, and the act of every Manager, including the execution in the Company name of any instrument for carrying on the business of the Company, binds the Company, unless such act is in contravention of this Agreement or unless the Manager so acting otherwise lacks the authority to act for the Company and the Person with whom he or she is dealing has knowledge of the fact that he or she has no such authority. (g) To the extent permitted by law, the Managers shall not be personally liable for the Company’s debts, obligations or liabilities.