Common use of Quorum; Acts of the Board Clause in Contracts

Quorum; Acts of the Board. At all meetings of the Board in respect of matters expressly requiring the consent or approval of the Independent Managers, a majority of the Managers (which majority must include a majority of the Managers other than the Independent Managers) shall constitute a quorum for the transaction of business and, except as otherwise provided in any other provision of this Agreement, the act of a majority of the Managers present at any meeting at which there is a quorum shall be the act of the Board (which majority must include a majority of the Managers other than the Independent Managers). At all other meetings of the Board, a majority of the Managers other than the Independent Managers shall constitute a quorum for the transaction of business, and, except as otherwise provided in any other provision of this Agreement, the act of a majority of the Managers present at such meeting excluding the Independent Managers shall be the act of the Board. If a quorum shall not be present at any meeting of the Board, the Managers present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if the same number of members of the Board or committee with authority hereunder to vote on such matter, as the case may be, as would be required to consent to such action at a meeting of the Board, or of any committee thereof, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee. Where the consent or approval of the Independent Managers would be required to approve an action at a meeting of the Board, the written consent of the Independent Managers shall also be required to approve such action by written consent, and where the consent or approval of the Independent Managers would not be required to approve an action at a meeting of the Board, the written consent of the Independent Managers shall not be required to approve such action by written consent. Notwithstanding anything in the Act or this Agreement to the contrary, the Independent Managers may only act, vote or otherwise participate in the business of the Company to the extent of the matters expressly requiring the approval of the Independent Managers pursuant to this Agreement. In all cases where the approval of the Independent Managers is not expressly required pursuant to this Agreement, the Independent Managers shall not be entitled to notice of the meetings of the Board, shall not be entitled to attend meetings of the Board and shall not count at meetings of the Board for purposes of constituting a quorum.

Quorum; Acts of the Board. At Subject to Section 10(j), at all meetings of the Board in respect of matters expressly requiring the consent or approval of the Independent ManagersBoard, a majority of the Managers (which majority must include a majority of the Managers other than the Independent Managers) Directors shall constitute a quorum for the transaction of business and, except as otherwise provided in any other provision of this Agreement, the act of a majority of the Managers Directors present at any meeting at which there is a quorum shall be the act of the Board Board. For the avoidance of doubt, the attendance (which majority must include or non-attendance) at a majority meeting of the Managers other than Board by the Independent Managers). At all other meetings Board Observer shall not be taken into account for purposes of the Board, a majority of the Managers other than the Independent Managers shall constitute determining whether a quorum for the transaction of business, and, except as otherwise provided in any other provision of this Agreement, the act of a majority of the Managers present at such meeting excluding the Independent Managers shall be the act of the Boardis present. If a quorum shall not be present at any meeting of the Board, the Managers Directors present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Notwithstanding any other provision of this Agreement, but subject to all approval and other rights of the Majority Member, the Minority Member, the Disinterested Directors, the Majority Member Directors, the Company Officer Directors and the Minority Member Directors contained herein, in the event one or more Directors abstains from a vote or consent, such Director(s) shall not be counted for any purpose with respect to such vote or consent, including for purposes of calculating a quorum or requisite vote or consent under this Agreement with respect to such matter of such vote or consent and the total number of Directors of the Board and the requisite number required for such quorum or such vote or consent shall be calculated as if such abstaining Director were not a Director at such time. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if the same number of all members of the Board or committee with authority hereunder to vote on such mattercommittee, as the case may be, as would be required to consent to such action at a meeting of the Board, or of any committee thereof, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee. Where , as the consent or approval of the Independent Managers would be required to approve an action at a meeting of the Board, the written consent of the Independent Managers shall also be required to approve such action by written consent, and where the consent or approval of the Independent Managers would not be required to approve an action at a meeting of the Board, the written consent of the Independent Managers shall not be required to approve such action by written consent. Notwithstanding anything in the Act or this Agreement to the contrary, the Independent Managers case may only act, vote or otherwise participate in the business of the Company to the extent of the matters expressly requiring the approval of the Independent Managers pursuant to this Agreement. In all cases where the approval of the Independent Managers is not expressly required pursuant to this Agreement, the Independent Managers shall not be entitled to notice of the meetings of the Board, shall not be entitled to attend meetings of the Board and shall not count at meetings of the Board for purposes of constituting a quorumbe.

Quorum; Acts of the Board. (a) At all meetings of the Board in respect Board: (i) the presence of matters expressly requiring the consent or approval of the Independent Managers, a majority of the Managers two (which majority must include a majority of the Managers other than the Independent Managers2) shall constitute a quorum for the transaction of business and, except as otherwise provided in any other provision of this Agreement, the act of a majority of the Managers present at any meeting at which there is a quorum shall be the act of the Board (which majority must include a majority of the Managers other than the Independent Managers). At all other meetings of the Board, a majority of the Managers other than the Independent Managers shall constitute a quorum for the transaction of business, andprovided that at least one (1) Manager is present that was elected, except as otherwise designated or appointed by each Member; (ii) the presence of three (3) Managers shall constitute a quorum for the transaction of business, provided in any other provision of this Agreementthat, the act Manager that was elected, designated or appointed by the Member with only one (1) Manager present shall be entitled to cast two votes on each matter and (iii) the presence of a majority of the Managers present at such meeting excluding the Independent four (4) Managers shall be the act of the Boardconstitute a quorum, provided that, two (2) Managers are present that were elected, designated or appointed by each Member. If a quorum shall not be present at any meeting of the Board, the Managers present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. (b) Every act or decision done or made by the Board shall require the unanimous approval of all Managers present at a meeting duly held at which a quorum is present. The Company shall not have the authority without Prior Board Approval to approve or undertake any item set forth in Section 1 of Schedule I hereto (as such schedule may be amended from time to time with Prior Board Approval). Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting meeting, without notice and without a vote if the same number of members of the Board or committee with authority hereunder all Managers entitled to vote on such matter, as with respect to the case may be, as would be required to consent to such action at a meeting of the Board, or of any committee thereof, subject matter thereof consent thereto in writingwriting (including by e-mail), and the writing or writings are filed with the minutes of proceedings of the Board or committee. Where the consent or approval of the Independent Managers would be required to approve an action at a meeting of the Board, the written consent of the Independent Managers shall also be required to approve such action by written consent, and where the consent or approval of the Independent Managers would not be required to approve an action at a meeting of the Board, the written consent of the Independent Managers shall not be required to approve such action by written consent. Notwithstanding anything in the Act or this Agreement to the contrary, the Independent Managers may only act, vote or otherwise participate in the business of the Company to the extent of the matters expressly requiring the approval of the Independent Managers pursuant to this Agreement. In all cases where the approval of the Independent Managers is not expressly required pursuant to this Agreement, the Independent Managers shall not be entitled to notice of the meetings of the Board, shall not be entitled to attend meetings of the Board and shall not count at meetings of the Board for purposes of constituting a quorum.

Quorum; Acts of the Board. (i) At all meetings of the Board in respect of matters expressly requiring the consent or approval of the Independent ManagersBoard, a majority of the Managers (which majority must include a majority of the Managers other than the Independent Managers) shall constitute a quorum for the transaction of business and, except as otherwise provided in any other provision of this Agreement, the act of a majority of the Managers present at any meeting at which there is a quorum shall be the act of the Board (which majority must include a majority of the Managers other than the Independent Managers). At all other meetings of the Board, a majority of the Managers other than the Independent Managers shall constitute a quorum for the transaction of business, and, except as otherwise provided in any other provision of this Agreement, the act of a majority of the Managers present at such meeting excluding the Independent Managers shall be the act of the Board. If a quorum shall not be present at any meeting of the Board, the Managers present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if the same number of members of the applicable Board or committee with authority hereunder to vote on such matterwhose votes, as the case may be, as would be required to consent to such action at a meeting of the Boardapplicable Board or committee at which all members of such Board or committee are present, or of any committee thereof, are sufficient to take such action consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee. Where , as the consent or approval case may be. (ii) Notwithstanding any other provisions of the Independent Managers would be required to approve an action at a meeting certificate of formation of the Company or this Agreement, the Company shall not, and the Board, the written Managers, and the Officers shall not permit the Company to, consent to, take or commit to take, or permit any direct or indirect subsidiary or controlled affiliate to take, any of the Independent Managers shall also be required to approve following actions unless such action has been approved by written consent, and where (x) the consent or approval act of the Independent majority of the Managers would not be required to approve an action (which may include the Designated Manager) present at a meeting at which a quorum is present and (y) the Designated Manager: (A) approving the Approved Budget (as defined below) and any amendments, supplements or modifications thereto; (B) taking any action not in accordance with or included in the Approved Budget, including but not limited to the following decisions: (1) making any investments or acquiring any securities not in the Approved Budget (it being understood that the foregoing does not apply to transactions by any pooled investment vehicle, private investment company or separate account for which the Company, directly or indirectly, provides investment management services or serves as the sponsor, general partner, managing member, or in any similar capacity (including any master or feeder fund, parallel fund or other alternative investment vehicle or third party co-investment vehicle (collectively, “Private Investment Funds”)); (2) hiring employees whose compensation is not set forth in the Approved Budget; and (3) incurring or guaranteeing indebtedness not in the Approved Budget; (C) renewing an employment agreement following the end of an employment term, but only with respect to [***] and [***]; (D) entering into a severance agreement with any employee of the Board, the written consent of the Independent Managers shall not be required to approve such action by written consent. Notwithstanding anything in the Act or this Agreement to the contrary, the Independent Managers may only act, vote or otherwise participate in the business of the Company to the extent of the matters expressly requiring the approval of the Independent Managers pursuant to this Agreement. In all cases where the approval of the Independent Managers is not expressly required pursuant to this Agreement, the Independent Managers shall not be entitled to notice of the meetings of the Board, shall not be entitled to attend meetings of the Board and shall not count at meetings of the Board for purposes of constituting a quorum.Company;

Quorum; Acts of the Board. (a) At all meetings of the Board in respect Board: (i) the presence of matters expressly requiring the consent or approval of the Independent Managers, a majority of the Managers (which majority must include a majority of the Managers other than the Independent Managers) shall constitute a quorum for the transaction of business and, except as otherwise provided in any other provision of this Agreement, the act of a majority of the Managers present at any meeting at which there is a quorum shall be the act of the Board (which majority must include a majority of the Managers other than the Independent Managers). At all other meetings of the Board, a majority of the Managers other than the Independent two Managers shall constitute a quorum for the transaction of business; provided that at least one Manager is present that was elected, and, except as otherwise provided in any other provision designated or appointed by each Member; (ii) the presence of this Agreement, the act of a majority of the Managers present at such meeting excluding the Independent three Managers shall constitute a quorum for the transaction of business; provided that the Manager that was elected, designated or appointed by the Member with only one Manager present shall be entitled to cast two votes on each matter; and (iii) the act presence of the Boardfour Managers shall constitute a quorum; provided that two Managers are present that were elected, designated or appointed by each Member. If a quorum shall not be present at any meeting of the Board, the Managers present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. (b) Every act or decision done or made by the Board shall require the unanimous approval of all Managers present at a meeting duly held at which a quorum is present; provided, for the avoidance of doubt, a resolution as to any act or decision that does not receive such unanimous approval shall fail to be adopted. The Company shall not have the authority without Board Approval to approve or undertake any item set forth in Schedule I (as such schedule may be amended from time to time with Board Approval). Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting meeting, without notice and without a vote if the same number of members of the Board or committee with authority hereunder all Managers entitled to vote on such matter, as with respect to the case may be, as would be required to consent to such action at a meeting of the Board, or of any committee thereof, subject matter thereof consent thereto in writingwriting (including by e-mail), and the writing or writings are filed with the minutes of proceedings of the Board or committee. Where the consent or approval of the Independent Managers would be required to approve an action at a meeting of the Board, the written consent of the Independent Managers shall also be required to approve such action by written consent, and where the consent or approval of the Independent Managers would not be required to approve an action at a meeting of the Board, the written consent of the Independent Managers shall not be required to approve such action by written consent. Notwithstanding anything in the Act or this Agreement to the contrary, the Independent Managers may only act, vote or otherwise participate in the business of the Company to the extent of the matters expressly requiring the approval of the Independent Managers pursuant to this Agreement. In all cases where the approval of the Independent Managers is not expressly required pursuant to this Agreement, the Independent Managers shall not be entitled to notice of the meetings of the Board, shall not be entitled to attend meetings of the Board and shall not count at meetings of the Board for purposes of constituting a quorum.

Quorum; Acts of the Board. At all meetings of the Board in respect of matters expressly requiring the consent or approval of the Independent ManagersBoard, a majority of the Managers (which majority must include a majority of the Managers other than the Independent Managers) Directors entitled to vote shall constitute a quorum for the transaction of business and, except as otherwise provided in any other provision of this Agreement, the act of a majority of the Managers Directors present at any meeting (at which there is a quorum shall be the act of the Board (which majority must include a majority of the Managers other than the Independent Managers). At all other meetings of the Board, a majority of the Managers other than the Independent Managers shall constitute a quorum for the transaction of business, and, except as otherwise provided in any other provision of this Agreement, the act of a majority of the Managers present at such meeting excluding the Independent Managers quorum) shall be the act of the Board. If a quorum shall not be present at any meeting of the Board, the Managers Directors present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. For the purpose of this Section 9(d), Directors shall include the Independent Director only when the consent of the Independent Director is required pursuant to Section 9(j)(ii), Section 9(j)(iii) and Section 9(j)(v) of this Agreement. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if a majority of the same number of members of the Board or committee with authority hereunder to or, in the case of any action or matter requiring the affirmative vote on such matterof the Independent Director, all of the members of the Board, including the Independent Director, as the case may be, as would be required entitled to consent to such action at a meeting of the Board, or of any committee thereof, vote consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee. Where , as the consent or approval of the Independent Managers would be required to approve an action at a meeting of the Board, the written consent of the Independent Managers shall also be required to approve such action by written consent, and where the consent or approval of the Independent Managers would not be required to approve an action at a meeting of the Board, the written consent of the Independent Managers shall not be required to approve such action by written consentcase may be. Notwithstanding anything in the Act foregoing or this Agreement to the contrary, the Independent Managers may only act, vote or otherwise participate in the business any contrary provision of the Company to the extent of the matters expressly requiring the approval of the Independent Managers pursuant to this Agreement. In all cases where the approval of the Independent Managers is not expressly required pursuant to this Agreement, the Independent Managers shall not be entitled to notice vote or consent, including written consent, of the meetings Independent Director shall only be required for actions of the Board that the terms of this Agreement require the unanimous consent of all members of the Board or all Directors, including without limitation, as expressly required in Section 9(j)(ii), Section 9(j)(iii) or Section 9(j)(v), and any other actions of the Board shall be taken, and a quorum of the Board shall be calculated, as if the Independent Director is not a member of the Board, shall not be entitled to attend meetings of the Board and shall not count at meetings of the Board for purposes of constituting a quorum.

Quorum; Acts of the Board. At all meetings of the Board in respect of matters expressly requiring the consent or approval of the Independent ManagersBoard, a majority of the Managers (which majority must include a majority of the Managers other than the Independent Managers) shall constitute a quorum quo- rum for the transaction of business and, except as otherwise provided in any other provision of this Agreement, the act of a majority of the Managers present at any meeting at which there is a quorum shall be the act of the Board (which majority must include a majority of the Managers other than the Independent Managers). At all other meetings of the Board, a majority of the Managers other than the Independent Managers shall constitute a quorum for the transaction of business, and, except as otherwise provided in any other provision of this Agreement, the act of a majority of the Managers present at such meeting excluding the Independent Managers shall be the act of the Board. If a quorum shall not be present at any meeting of the Board, the Managers present at such meeting may adjourn the meeting from time to time, without notice other than directors which, in addition to one or more independent managers or independent directors, may include individuals who are not on the board of the SPE’s immediate parent, thereby further reducing the SPE’s overlapping ownership and management. In addition to the foregoing, it is important to check the requirements of the party financing the assets or, to the extent such loan is rated by a Rating Agency, the requirements of such rating Agency. For example, the Federal Home Loan Mortgage Corporation (Xxxxxxx Xxx), the Federal National Mortgage Association (Xxxxxx Xxx), and a number of private lenders have their own management structure requirements for SPEs. 6. Those persons that manage an LLC are commonly referred to as “Managers” in LLC Agreements, but they may also be referred to as “Directors.” announcement at the meeting, until a quorum shall be present. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof or any action which may be taken at any meeting of the Board or such committee may be taken without a meeting meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the same action so taken, shall be signed by such number of members of the Board or committee with authority hereunder to vote on such matter, as the case may be, as Managers that would be required necessary to consent to authorize or take such action at a meeting of the Board, or of any committee thereof, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee. Where the consent or approval of the Independent at which all Managers would be required to approve an action at a meeting of the Board, the written consent of the Independent Managers shall also be required to approve such action by written consent, and where the consent or approval of the Independent Managers would not be required to approve an action at a meeting of the Board, the written consent of the Independent Managers shall not be required to approve such action by written consent. Notwithstanding anything in the Act or this Agreement to the contrary, the Independent Managers may only act, vote or otherwise participate in the business of the Company to the extent of the matters expressly requiring the approval of the Independent Managers pursuant to this Agreement. In all cases where the approval of the Independent Managers is not expressly required pursuant to this Agreement, the Independent Managers shall not be entitled to notice of the meetings of the Board, shall not be entitled to attend meetings of the Board vote thereon were present and shall not count at meetings of the Board for purposes of constituting a quorumvoted.

Quorum; Acts of the Board. (a) At all meetings of the Board in respect Board: (i) the presence of matters expressly requiring the consent or approval of the Independent Managers, a majority of the Managers two (which majority must include a majority of the Managers other than the Independent Managers2) shall constitute a quorum for the transaction of business and, except as otherwise provided in any other provision of this Agreement, the act of a majority of the Managers present at any meeting at which there is a quorum shall be the act of the Board (which majority must include a majority of the Managers other than the Independent Managers). At all other meetings of the Board, a majority of the Managers other than the Independent Managers shall constitute a quorum for the transaction of business, andprovided that at least one (1) Manager is present that was elected, except as otherwise designated or appointed by each Member. Each Manager present at a meeting of the Board shall have one (1) vote on each matter that is brought before the Board, provided in any other provision that where a quorum exists of this Agreementthree (3) Managers, the act of a majority of the Managers present at such meeting excluding the Independent Managers lone Manager elected, designated or appointed by either Member shall be the act of have two (2) votes on any matter brought before the Board. If a quorum shall not be present at any meeting of the Board, the Managers present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. (b) Subject to the requirements for Board Approval and Prior Board Approval to approve or undertake any item set forth in Schedule A hereto (as such schedule may be amended from time to time with Prior Board Approval), every act or decision done or made by the Board shall require the unanimous approval of the Managers present at a meeting duly held at which a quorum is present. The Company shall not have the authority without Prior Board Approval to approve or undertake any item set forth in Schedule A hereto (as such schedule may be amended from time to time with Prior Board Approval). Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if the same meeting, without notice and without a vote, so long as an equal number of members of the Board Managers elected, designated or committee with authority hereunder appointed by each Member, and entitled to vote on such matter, as with respect to the case may be, as would be required to consent to such action at a meeting of the Board, or of any committee subject matter thereof, consent thereto in writingwriting (including by electronic mail), and the writing or writings are filed with the minutes of proceedings of the Board or committee. Where the consent or approval of the Independent Managers would be required to approve an action at a meeting of the Board, the written consent of the Independent Managers shall also be required to approve such action by written consent, and where the consent or approval of the Independent Managers would not be required to approve an action at a meeting of the Board, the written consent of the Independent Managers shall not be required to approve such action by written consent. Notwithstanding anything in the Act or this Agreement to the contrary, the Independent Managers may only act, vote or otherwise participate in the business of the Company to the extent of the matters expressly requiring the approval of the Independent Managers pursuant to this Agreement. In all cases where the approval of the Independent Managers is not expressly required pursuant to this Agreement, the Independent Managers shall not be entitled to notice of the meetings of the Board, shall not be entitled to attend meetings of the Board and shall not count at meetings of the Board for purposes of constituting a quorum.