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(9) The redemption of Units in the Company or Bowie except in <br />accordance with Section 5.9 of the First Amended and Restated Operating Agreement of <br />Bowie, as amended by Amendment No. 1 thereof ("Bowie LLC Agreement"). <br />(10) The reimbursement of the Manager's and Affiliate's expenses in <br />excess of the amounts permitted in Section 10.4. <br />(11) The appointment of a new Manager (except as provided in Section <br />10.1(e)), or the removal of a Manager (except for this purpose the determination of <br />Requisite Members shall be made without the Manager having a right to participate) in <br />the Company. <br />(12) Except as provided in Sections 4.3 or 10.4, transactions between the <br />Company and/or Bowie with Affiliates (as hereinafter defined) of any Member or <br />Manager or any payments of fees or reimbursement of expenses thereto that are not on <br />terms which are competitive and comparable with amounts charged by independent third <br />parties and provided that any such arrangements shall first be disclosed in writing to the <br />Requisite Members. Notwithstanding the foregoing or anything else contained herein to <br />the contrary, the Members acknowledge and agree that Bowie and/or the Company (on <br />one hand) and certain Affiliates of the Company (on the other hand) shall be permitted <br />(without consent of the Requisite Members) to enter into an agreement pursuant to which <br />Bowie and/or the Company will reimburse the Company and/or such Affiliates for <br />overhead and expenses incurred in providing administrative and support services in an <br />amount not to exceed $400,000 per year. <br />(13) Instituting or settling any litigation with respect to the Company or <br />Bowie. <br />(14) The liquidation or dissolution of the Company. <br />(15) Amending, modifying, or terminating the GE Credit Agreement, any <br />forbearance agreement related thereto or any refinancing thereof. <br />(16) Use of proceeds of the capital contributions other than as stated <br />pursuant to this Agreement. <br />(17) Approval of any capital or operating budget for the Company or <br />Bowie. <br />(18) Entering into any amendment of the Bowie LLC Agreement, or taking <br />any action or giving any approval, authorization or vote with respect to the significant <br />actions by Bowie under subsections (a)-(d), (f), (g), and (i)-(m) of Section 14.2 of the <br />Bowie LLC Agreement. <br />(d) In exercising their voting rights with respect to the matters referred to in <br />Section 10.1(c), the Members shall not unreasonably withhold their consent to the course of <br />action recommended by the Manager provided that the Manager has timely and fully disclosed <br />all material information regarding the proposed transaction and fully answered all questions and <br />-15-