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

Quorum; Acts of the Board. (a) At all meetings of the Board: (i) the presence of two (2) Managers shall constitute a quorum for the transaction of business, provided that at least one (1) Manager is present that was elected, designated or appointed by each Member; (ii) the presence of three (3) 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 (1) Manager present shall be entitled to cast two votes on each matter and (iii) the presence of four (4) Managers shall constitute 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 may be taken without a meeting, without notice and without a vote if all Managers entitled to vote with respect to the subject matter thereof consent thereto in writing (including by e-mail), and the writing or writings are filed with the minutes of proceedings of the Board.

Quorum; Acts of the Board. (a) At Subject to Section 4.3(b) hereof: (i) for so long as the Board is comprised of six (6) Board Members, at all meetings of the Board: , a quorum requires at least four (i4) the presence of Board Members as long as at least two (2) Managers shall constitute a quorum for the transaction of business, provided that at least one (1) Manager is present that was elected, designated or appointed by each Member; (ii) the presence of three (3) 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 (1) Manager present shall be entitled to cast two votes on each matter and (iii) the presence of four (4) Managers shall constitute a quorum, provided that, two (2) Managers Board Members are present that were elected, designated or appointed by each Member; and (ii) any act or decision done or made by the Board shall require the unanimous approval of all of the Board Members present at any meeting duly held at which a quorum is present. (b) Notwithstanding Section 7.4(a), (i) in the event that a Non-Defaulting Member or a Pledge Non-Defaulting Member, as applicable, has the right to pursue one or more of the remedies on behalf of the Company pursuant to Section 4.3 herein, then all Board Members designated to the Board by the Defaulting Member or the Pledge Non-Defaulting Member, as applicable, shall recuse themselves from a vote or consent to approve such act pursued by the Non-Defaulting Member or the Pledge Non-Defaulting Member, as applicable, under Section 4.3 (and shall not be counted for purposes of determining whether or not a quorum has been established), and (ii) if the Administrative Agent intentionally materially breaches the Administration Agreement, and, to the extent such material breach can be cured, following a thirty (30) day cure period such material breach remains, then all Board Members designated to the Board by CGMSF shall recuse themselves from any vote or consent to approve the removal of the Administrative Agent, the termination of the Administration Agreement, and the selection and appointment of a new administrative agent in connection therewith (and such Board Members shall not be counted for purposes of determining whether or not a quorum has been established) and Credit Partners shall be permitted, on behalf of the Company, to send notice to the Administrative Agent of any such removal or termination. The Non-Defaulting Member or the Pledge Non-Defaulting Member, as applicable, shall give prompt notice to the Defaulting Member or the Pledge Defaulting Member, as applicable, of any actions taken pursuant to the immediately preceding sentence (if such Defaulting Member or the Pledge Defaulting Member, as applicable, is not present). If a quorum shall not be present at any meeting of the Board, the Managers Board Members 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. (bc) 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, without notice and without a vote meeting if all Managers entitled to vote with respect to members of the subject matter thereof Board or committee, as the case may be, consent thereto in writing (including including, without limitation, by e-mailemail), and the writing or writings are filed with the minutes of proceedings of the BoardBoard or committee, as the case may be.

Quorum; Acts of the Board. (a) At Subject to Section 4.3(b) hereof: (i) for so long as the Board is comprised of six (6) Board Members, at all meetings of the Board: , a quorum requires at least four (i4) the presence of Board Members as long as at least two (2) Managers shall constitute a quorum for the transaction of business, provided that at least one (1) Manager is present that was elected, designated or appointed by each Member; (ii) the presence of three (3) 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 (1) Manager present shall be entitled to cast two votes on each matter and (iii) the presence of four (4) Managers shall constitute a quorum, provided that, two (2) Managers Board Members are present that were elected, designated or appointed by each Member; and (ii) any act or decision done or made by the Board shall require the unanimous approval of all of the Board Members present at any meeting duly held at which a quorum is present. (b) Notwithstanding Section 7.4(a), (i) in the event that a Non-Defaulting Member or a Pledge Non-Defaulting Member, as applicable, has the right to pursue one or more of the remedies on behalf of the Company pursuant to Section 4.3 herein, then all Board Members designated to the Board by the Defaulting Member or the Pledge Non-Defaulting Member, as applicable, shall recuse themselves from a vote or consent to approve such act pursued by the Non-Defaulting Member or the Pledge Non-Defaulting Member, as applicable, under Section 4.3 (and shall not be counted for purposes of determining whether or not a quorum has been established), and (ii) if the Administrative Agent intentionally materially breaches the Administration Agreement, and, to the extent such material breach can be cured, following a thirty (30) day cure period such material breach remains, then all Board Members designated to the Board by TCG BDC shall recuse themselves from any vote or consent to approve the removal of the Administrative Agent, the termination of the Administration Agreement, and the selection and appointment of a new administrative agent in connection therewith (and such Board Members shall not be counted for purposes of determining whether or not a quorum has been established) and Credit Partners shall be permitted, on behalf of the Company, to send notice to the Administrative Agent of any such removal or termination. The Non-Defaulting Member or the Pledge Non-Defaulting Member, as applicable, shall give prompt notice to the Defaulting Member or the Pledge Defaulting Member, as applicable, of any actions taken pursuant to the immediately preceding sentence (if such Defaulting Member or the Pledge Defaulting Member, as applicable, is not present). If a quorum shall not be present at any meeting of the Board, the Managers Board Members 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. (bc) 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, without notice and without a vote meeting if all Managers entitled to vote with respect to members of the subject matter thereof Board or committee, as the case may be, consent thereto in writing (including including, without limitation, by e-mailemail), and the writing or writings are filed with the minutes of proceedings of the BoardBoard or committee, as the case may be.

Quorum; Acts of the Board. (a) At Subject to Section 4.3(b) hereof: (i) for so long as the Board is comprised of six (6) Board Members, at all meetings of the Board: , a quorum requires at least four (i4) the presence of Board Members as long as at least two (2) Managers shall constitute a quorum for the transaction of business, provided that at least one (1) Manager is present that was elected, designated or appointed by each Member; (ii) the presence of three (3) 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 (1) Manager present shall be entitled to cast two votes on each matter and (iii) the presence of four (4) Managers shall constitute a quorum, provided that, two (2) Managers Board Members are present that were elected, designated or appointed by each Member; and (ii) any act or decision done or made by the Board shall require the unanimous approval of all of the Board Members present at any meeting duly held at which a quorum is present. (b) Notwithstanding Section 7.4(a), (i) in the event that a Non-Defaulting Member or a Pledge Non-Defaulting Member, as applicable, has the right to pursue one or more of the remedies on behalf of the Company pursuant to Section 4.3 herein, then all Board Members designated to the Board by the Defaulting Member or the Pledge Non-Defaulting Member, as applicable, shall recuse themselves from a vote or consent to approve such act pursued by the Non-Defaulting Member or the Pledge Non-Defaulting Member, as applicable, under Section 4.3 (and shall not be counted for purposes of determining whether or not a quorum has been established), and (ii) if the Administrative Agent intentionally materially breaches the Administration Agreement, and, to the extent such material breach can be cured, following a thirty (30) day cure period such material breach remains, then all Board Members designated to the Board by CSL shall recuse themselves from any vote or consent to approve the removal of the Administrative Agent, the termination of the Administration Agreement, and the selection and appointment of a new administrative agent in connection therewith (and such Board Members shall not be counted for purposes of determining whether or not a quorum has been established) and Credit Partners shall be permitted, on behalf of the Company, to send notice to the Administrative Agent of any such removal or termination. The Non-Defaulting Member or the Pledge Non-Defaulting Member, as applicable, shall give prompt notice to the Defaulting Member or the Pledge Defaulting Member, as applicable, of any actions taken pursuant to the immediately preceding sentence (if such Defaulting Member or the Pledge Defaulting Member, as applicable, is not present). If a quorum shall not be present at any meeting of the Board, the Managers Board Members 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. (bc) 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, without notice and without a vote meeting if all Managers entitled to vote with respect to members of the subject matter thereof Board or committee, as the case may be, consent thereto in writing (including including, without limitation, by e-mailemail), and the writing or writings are filed with the minutes of proceedings of the BoardBoard or committee, as the case may be.

Quorum; Acts of the Board. (a) At all meetings of the Board: (i) the presence of two (2) Managers Directors shall constitute a quorum for the transaction of business, provided that at least one (1) Manager Director is present that was elected, designated or appointed by each Member; (ii) the presence of three (3) Managers Directors shall constitute a quorum for the transaction of business, provided that, that the Manager Director that was elected, designated or appointed by the Member with only one (1) Manager Director present shall be entitled to cast two votes on each matter and (iii) the presence of four (4) Managers Directors shall constitute a quorum, provided that, that two (2) Managers Directors 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 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. (b) Every act or decision done or made by the Board shall require the unanimous approval of all Managers Directors 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 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 may be taken without a meeting, without notice and without a vote if if: (i) two (2) Directors entitled to vote with respect to the subject matter thereof consent thereto in writing (including by e-mail), and the writing or writings are filed with the minutes of proceedings of the Board, provided that one (1) Director elected, designated or appointed by each Member provides such consent; or (ii) all Managers Directors entitled to vote with respect to the subject matter thereof consent thereto in writing (including by e-mail), and the writing or writings are filed with the minutes of proceedings of the Board.