Common use of Management by Manager Clause in Contracts

Management by Manager. (a) Except for those matters in which the --------------------- approval of the Members is required by this Agreement or by non-waiveable provisions of applicable law, (i) the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Manager; and (ii) the Manager may make all decisions and take all actions for the Company not otherwise provided for in this Agreement, including, without limitation the following: (A) entering into, making and performing contracts, agreements, and other undertakings binding the Company that may be necessary, appropriate, or advisable in furtherance of the purposes of the Company and making all decisions and waivers thereunder; (B) terminating such agreements and instituting, defending and settling litigation arising therefrom, and giving receipts, releases and discharges with respect to all of the foregoing and any matters incident thereto; (C) opening and maintaining bank and investments accounts and arrangements, drawing checks and other orders for the payment of money, and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements; (D) maintaining the assets of the Company in good order; (E) collecting sums due the Company and to the extent that funds of the Company are available therefor, paying debts and obligations of the Company; (F) acquiring, utilizing for Company purposes, and Disposing of any asset of Company; (G) selecting, removing, and changing the authority and responsibility of lawyers, accountants, and other advisers and consultants and paying reasonable fees and costs to them; (H) obtaining insurance for the Company; (I) determining distributions of Company cash and other property as provided in Section 5.02; (J) do any and all acts required of the Company with respect to its interest in any corporation, partnership or other business entity; (K) selling, trading, exchanging or otherwise disposing of all or any portion of the property of the Company; (L) determining the accounting methods and conventions to be used in the preparation of the Company's financial statements and tax returns and making any and all elections under the tax laws of the United States, the several states and other relevant jurisdictions as to the treatment of items of income, gain, loss, deduction and credit of the Company, or any other method or procedure related to the preparation of the Company financial statements and tax returns; (M) providing and maintaining a reasonably accessible office of the Company, and providing at such office all necessary supplies, materials and personnel competent and trained to perform the duties of the Manager hereunder and, in such connection: (1) keeping the records and accounts of the Company; (2) maintaining all financial records and all documents and supporting materials relating to the Company's operations at the principal office; (3) preparing and timely submitting or filing all necessary reports, returns, notices and other documents required by applicable federal, state and local laws, rules and regulations to be prepared, submitted and filed on behalf of the Company; and (4) doing all such other acts and things which are incidental to the management of the affairs of the Company. (b) Without the Consent of all the Members, the Manager shall not have the authority to: (i) do any act in contravention of this Agreement; (ii) do any act which would make it impossible to carry on the ordinary business of the Company; (iii) possess Company property, or assign rights in specific Company property, for other than a Company purpose; (iv) admit a Person as a Member, except as provided in this Agreement; (v) commingle Company funds with those of any other Person; or (vi) knowingly perform any act which would cause the Company to be deemed an "investment company" required to register under the Investment Company Act of 1940. (c) The Manager shall have fiduciary responsibility for the safekeeping and use of all funds and assets of the Company, whether or not in the Manager's immediate possession or control, and the Manager shall not employ, or permit another to employ, such funds or assets in any manner except for the exclusive benefit of the Company. (d) The Manager shall devote such time and effort to the business of the Company as the Manager deems necessary or appropriate to achieve its objectives. (e) The Manager shall carry out duties and exercise powers hereunder in good faith and in a manner reasonably believed by the Manager to be in or not inconsistent with the best interests of the Company. The Manager shall not be liable to the Company or any other Member for honest mistakes of judgement or negligence in managing the affairs of the Company or with respect to any other matter or for the negligence (whether of omission or commission), dishonesty or bad faith of any employee or agent of the Company, provided that such employee or agent was selected, engaged, retained and supervised by the Manager with reasonable care. The Manager may consult with legal counsel or accountants selected by the Manager with reasonable care, and shall not be liable to the Company or any other Member for any action or omission suffered or taken by the Manager in good faith in reliance and accordance with the opinion or advice of such counsel or accountants. (f) The Company shall indemnify and hold harmless the Manager and the agents thereof (the "Indemnified Persons") for liabilities, losses, costs, expenses and/or damages (including, without limitation, reasonable attorneys' fees, judgements and amounts paid in settlement of an action, suit or proceeding) arising from any threatened, pending, settled or completed action, suit or proceeding (including any administrative or legislative proceeding) in which any Indemnified Person is or was a party or threatened to be made a party by reason of such Indemnified Person's relationship to the Company or by reason of having served, at the request of the Company, as a director, trustee or officer of a corporation or other business entity of which the Company is a creditor, shareholder or the holder of other securities to the extent not indemnified by such other organization (whether or not the Indemnified Person continues to be related to the Company at the time such action, suit or proceeding is brought or threatened) provided that the Indemnified Person's act or omission was taken or made in good faith and in a manner the Indemnified Person reasonably believed to be in or not inconsistent with the best interests of the Company or, with respect to any criminal action or proceeding, the Indemnified Party did not have reasonable cause to believe that such conduct was unlawful. The foregoing right of indemnification shall be in addition to any rights to which the Indemnified Persons may otherwise be entitled and shall inure to the benefit of the successors, assigns, executors or administrators or personal representatives of the Indemnified Persons. The Company shall pay the expenses incurred by any Indemnified Person in defending an action, suit or proceeding in advance of the final disposition of such action, suit or proceeding, upon receipt of an undertaking by the Indemnified Person to repay such payment if there shall be an adjudication or determination that he or she is not entitled to indemnification as provided herein. Any indemnification shall be provided out of Company assets only, and no Member shall be personally liable therefor. The Manager may obtain insurance on behalf of any Person by reason of such Person's relationship to the Company or such Person's service at the request of the Company to another entity as provided above whether or not the Company would have power to indemnify such Person under this Agreement.

Management by Manager. (a) Except Subject to Section 5.2 hereof, the Manager shall be responsible for those matters the operation of the Company’s business in which the --------------------- ordinary course, and shall have the authority to do all things without the approval or consent of the Members is required by this Agreement or by non-waiveable provisions of applicable law, (i) the powers of the Company shall that it determines in its sole discretion to be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Manager; and (ii) the Manager may make all decisions and take all actions for the Company not otherwise provided for in this Agreement, including, without limitation the following: (A) entering into, making and performing contracts, agreements, and other undertakings binding the Company that may be necessary, appropriate, or advisable in furtherance of the purposes of the Company and making all decisions and waivers thereunder; (B) terminating such agreements and instituting, defending and settling litigation arising therefrom, and giving receipts, releases and discharges with respect to all Company. Without limiting the generality of the foregoing and any matters incident thereto; foregoing, the Manager shall have the authority to: (Ca) opening and maintaining bank and investments accounts and arrangements, drawing checks and other orders arrange for the payment collection and deposit of money, and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements; (D) maintaining the assets of the Company in good order; (E) collecting sums due the Company and to the extent that funds of the Company are available therefor, paying debts and obligations all cash receipts of the Company; ; (Fb) acquiringestablish, utilizing for Company purposesmaintain, and Disposing of any asset of Company; (G) selecting, removing, and changing the authority and responsibility of lawyers, accountants, draw upon checking and other advisers and consultants and paying reasonable fees and costs to them; (H) obtaining insurance for accounts in the name of the Company; , in such bank or banks as the Manager may, from time to time, select; (Ic) determining distributions of Company cash execute notifications, statements, reports, returns and other property filings that are necessary or desirable to be filed with any state or federal securities commission; (d) except as provided in Section 5.02; (J) do 7.3 hereof, make any and all acts required of tax elections available to the Company with respect to its interest in any corporation, partnership or other business entity; (K) selling, trading, exchanging or otherwise disposing of all or any portion of the property of the Company; (L) determining the accounting methods and conventions to be used in the preparation of the Company's financial statements and tax returns and making any and all elections under the Code or the Regulations thereunder, to designate a tax laws of the United States, the several states and other relevant jurisdictions as to the treatment of items of income, gain, loss, deduction and credit of the Company, or any other method or procedure related to the preparation of the Company financial statements and tax returns; (M) providing and maintaining a reasonably accessible office matters partner of the Company, and providing at to execute, acknowledge and deliver any and all instruments desirable to effectuate the foregoing; (e) employ accountants, attorneys, consultants and other persons, firms, corporations or entities on such office terms and for such compensation as it shall determine; (f) arrange for the payment of all necessary supplies, materials and personnel competent and trained to perform the duties of the Manager hereunder and, in such connection: (1) keeping the records and accounts liabilities of the Company; ; (2g) maintaining arrange for the timely filing of all financial records federal and all documents and supporting materials relating to state tax returns of the Company's operations at the principal office; ; (3h) preparing and timely submitting or filing all necessary reports, returns, notices and other documents required by applicable federal, state and local laws, rules and regulations to be prepared, submitted and filed borrow money on behalf of the Company; and Company on such terms as the Manager may determine, provided, however, that, during the Test Period, any such borrowing in excess of ten thousand dollars (4$10,000) doing all such other acts shall be a Major Decision pursuant to Section 5.2(a)(4) hereof and things which are incidental shall accordingly be subject to the management of the affairs of the Company. (b) Without the Consent of all the Members, the Manager shall not have the authority to: Member voting requirement described in Section 5.2(a); (i) do any act hypothecate, encumber, and/or grant security interests in contravention of this Agreement; (ii) do any act which would make it impossible to carry on the ordinary business of the Company; (iii) possess Company property, or assign rights in specific Company property, for other than a Company purpose; (iv) admit a Person as a Member, except as provided in this Agreement; (v) commingle Company funds with those of any other Person; or (vi) knowingly perform any act which would cause the Company to be deemed an "investment company" required to register under the Investment Company Act of 1940. (c) The Manager shall have fiduciary responsibility for the safekeeping and use of all funds and assets of the Company, whether or not provided, however, that, during the Test Period, any such hypothecation, encumbrance, and/or grant of security interests in the Manager's immediate possession or control, and the Manager shall not employ, or permit another to employ, such funds or assets in any manner except for the exclusive benefit of the Company. (d) The Manager shall devote such time and effort to the business of the Company as having a fair market value in excess of ten thousand dollars ($10,000) shall be a Major Decision pursuant to Section 5.2(a)(5) hereof and shall accordingly be subject to the Manager deems necessary Member voting requirement described in Section 5.2(a); and (j) make, enter into, deliver and perform all contracts, agreements or undertakings, pay all costs and expenses and perform all acts deemed appropriate to achieve its objectives. (e) The Manager shall carry out duties and exercise powers hereunder in good faith and in a manner reasonably believed by the Manager to be in or not inconsistent with the best interests of carry out the Company. The Manager shall not be liable to the Company or any other Member for honest mistakes of judgement or negligence in managing the affairs of the Company or with respect to any other matter or for the negligence (whether of omission or commission), dishonesty or bad faith of any employee or agent of the Company, provided that such employee or agent was selected, engaged, retained and supervised by the Manager with reasonable care. The Manager may consult with legal counsel or accountants selected by the Manager with reasonable care, and shall not be liable to the Company or any other Member for any action or omission suffered or taken by the Manager in good faith in reliance and accordance with the opinion or advice of such counsel or accountants’s purposes. (f) The Company shall indemnify and hold harmless the Manager and the agents thereof (the "Indemnified Persons") for liabilities, losses, costs, expenses and/or damages (including, without limitation, reasonable attorneys' fees, judgements and amounts paid in settlement of an action, suit or proceeding) arising from any threatened, pending, settled or completed action, suit or proceeding (including any administrative or legislative proceeding) in which any Indemnified Person is or was a party or threatened to be made a party by reason of such Indemnified Person's relationship to the Company or by reason of having served, at the request of the Company, as a director, trustee or officer of a corporation or other business entity of which the Company is a creditor, shareholder or the holder of other securities to the extent not indemnified by such other organization (whether or not the Indemnified Person continues to be related to the Company at the time such action, suit or proceeding is brought or threatened) provided that the Indemnified Person's act or omission was taken or made in good faith and in a manner the Indemnified Person reasonably believed to be in or not inconsistent with the best interests of the Company or, with respect to any criminal action or proceeding, the Indemnified Party did not have reasonable cause to believe that such conduct was unlawful. The foregoing right of indemnification shall be in addition to any rights to which the Indemnified Persons may otherwise be entitled and shall inure to the benefit of the successors, assigns, executors or administrators or personal representatives of the Indemnified Persons. The Company shall pay the expenses incurred by any Indemnified Person in defending an action, suit or proceeding in advance of the final disposition of such action, suit or proceeding, upon receipt of an undertaking by the Indemnified Person to repay such payment if there shall be an adjudication or determination that he or she is not entitled to indemnification as provided herein. Any indemnification shall be provided out of Company assets only, and no Member shall be personally liable therefor. The Manager may obtain insurance on behalf of any Person by reason of such Person's relationship to the Company or such Person's service at the request of the Company to another entity as provided above whether or not the Company would have power to indemnify such Person under this Agreement.

Management by Manager. (a) Except for those matters in which the --------------------- approval of the Members is required by this Agreement or by non-waiveable provisions of applicable law, (i) the powers of the Company shall be exercised by or under the authority of, and the The business and affairs of the Company shall be managed under the direction of, by the Manager; , and (ii) NEP Renewables Holdings III is hereby appointed by the Members as the Manager may make all decisions and take all actions for the Company not otherwise provided for in this Agreement, including, without limitation the following: (A) entering into, making and performing contracts, agreements, and other undertakings binding the Company that may be necessary, appropriate, or advisable in furtherance of the purposes Company. The Class A Member(s) shall have the sole right to designate a successor Manager from time to time; provided that, in the event that there is more than one Class A Member, any such successor Manager shall be selected by the Class A Members holding a Majority-in-Interest of the outstanding Class A Units; provided, further, that any Person appointed to serve as successor Manager must be an Affiliate of NEP. It is the intent of the Members that the Manager of the Company and making all decisions and waivers thereunder; (B) terminating such agreements and instituting, defending and settling litigation arising therefrom, and giving receipts, releases and discharges with respect be deemed to all of the foregoing and any matters incident thereto; (C) opening and maintaining bank and investments accounts and arrangements, drawing checks and other orders for the payment of money, and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements; (D) maintaining the assets be a “manager” of the Company (as defined in good order; (ESection 18-101(12) collecting sums due the Company and to the extent that funds of the Company are available therefor, paying debts and obligations of the Company; (FAct) acquiring, utilizing for Company purposes, and Disposing of any asset of Company; (G) selecting, removing, and changing the authority and responsibility of lawyers, accountants, and other advisers and consultants and paying reasonable fees and costs to them; (H) obtaining insurance for the Company; (I) determining distributions of Company cash and other property as provided in Section 5.02; (J) do any and all acts required of the Company with respect to its interest in any corporation, partnership or other business entity; (K) selling, trading, exchanging or otherwise disposing of all or any portion of the property of the Company; (L) determining the accounting methods and conventions to be used in the preparation of the Company's financial statements and tax returns and making any and all elections purposes under the tax laws of the United States, the several states and other relevant jurisdictions as to the treatment of items of income, gain, loss, deduction and credit of the Company, or any other method or procedure related to the preparation of the Company financial statements and tax returns; (M) providing and maintaining a reasonably accessible office of the Company, and providing at such office all necessary supplies, materials and personnel competent and trained to perform the duties of the Manager hereunder and, in such connection: (1) keeping the records and accounts of the Company; (2) maintaining all financial records and all documents and supporting materials relating to the Company's operations at the principal office; (3) preparing and timely submitting or filing all necessary reports, returns, notices and other documents required by applicable federal, state and local laws, rules and regulations to be prepared, submitted and filed on behalf of the Company; and (4) doing all such other acts and things which are incidental to the management of the affairs of the CompanyAct. (b) Without Except to the Consent extent expressly provided otherwise in the definitions of all the Members“Guaranteed Tax Credit Dispute,” “Loss Reduction Activity,” and “Triggering Event Notice” and in Section 3.06, Section 3.08(b)(vii), Section 4.04(b), Section 4.05(b), Section 6.01, Section 6.03, Section 7.01(a), Section 8.03, Section 10.01, Section 12.01(a), and Section 13.04, the Manager shall not have the full and exclusive power and authority to: (i) do any act in contravention on behalf of this Agreement; (ii) do any act which would make it impossible to carry on the ordinary business of the Company; (iii) possess Company property, or assign rights in specific Company property, for other than a Company purpose; (iv) admit a Person as a Member, except as provided in this Agreement; (v) commingle Company funds with those of any other Person; or (vi) knowingly perform any act which would cause the Company to be deemed an "investment company" required to register under the Investment Company Act of 1940. (c) The Manager shall have fiduciary responsibility for the safekeeping conduct, direct, and use of exercise control over all funds and assets activities of the Company, whether or not in to manage and administer the Manager's immediate possession or control, business and the Manager shall not employ, or permit another to employ, such funds or assets in any manner except for the exclusive benefit affairs of the Company. (d) The Manager shall devote such time and effort , to the business make all determinations on behalf of the Company as the Manager deems necessary or appropriate otherwise under this Agreement, and to achieve its objectives. (e) The Manager shall carry out duties do or cause to be done any and exercise powers hereunder in good faith and in a manner reasonably believed all acts considered by the Manager to be in necessary or not inconsistent with appropriate to conduct the best interests business of the Company, including the authority to bind the Company in making Contracts and incurring obligations in the Company’s name in the course of the Company’s business, without the need for approval by or any other consent from any other Member. Except to the extent that authority is delegated from the Manager to a Member in writing, no Member will have any authority to bind the Company or to transact any business for the Company. Except for those matters that, pursuant to the express provisions of this Agreement, require the consent or approval of Members, no Member shall have the right to vote, approve, or consent to any matter whatsoever, including any other matter that otherwise requires approval of Members under the Act, and each Member hereby waives any and all other voting, approval, and consent rights with respect to the Company, other than those rights expressly provided in this Agreement. The Manager shall not be liable may delegate to one or more Persons all or any part of its power, authority, and duties as Manager hereunder, including, subject to Section 6.03(p), pursuant to any management services agreement the Company or any other Member for honest mistakes of judgement or negligence in managing the affairs its Subsidiaries may enter into with any Affiliate of the Company Manager or with respect to any other matter or for the negligence (whether of omission or commission), dishonesty or bad faith of any employee or agent of the Company, provided that except for such employee or agent was selected, engaged, retained power and supervised by the Manager with reasonable care. The Manager may consult with legal counsel or accountants selected by the Manager with reasonable care, authority to consent to Major Decisions and shall not be liable to the Company or any other Member for any action matters expressly requiring a vote by or omission suffered or taken by the Manager in good faith in reliance and accordance with the opinion or advice of such counsel or accountants. (f) The Company shall indemnify and hold harmless the Manager and the agents thereof (the "Indemnified Persons") for liabilities, losses, costs, expenses and/or damages (including, without limitation, reasonable attorneys' fees, judgements and amounts paid in settlement of an action, suit or proceeding) arising from any threatened, pending, settled or completed action, suit or proceeding (including any administrative or legislative proceeding) in which any Indemnified Person is or was a party or threatened to be made a party by reason of such Indemnified Person's relationship to the Company or by reason of having served, at the request consent of the CompanyMembers pursuant to this Agreement, as a director, trustee which power and authority to consent to or officer of a corporation or other business entity of which the Company is a creditor, shareholder or the holder of other securities to the extent not indemnified vote on such matters will be expressly retained by such other organization (whether or not the Indemnified Person continues to be related to the Company at the time such action, suit or proceeding is brought or threatened) provided that the Indemnified Person's act or omission was taken or made in good faith and in a manner the Indemnified Person reasonably believed to be in or not inconsistent with the best interests of the Company or, with respect to any criminal action or proceeding, the Indemnified Party did not have reasonable cause to believe that such conduct was unlawful. The foregoing right of indemnification shall be in addition to any rights to which the Indemnified Persons may otherwise be entitled and shall inure to the benefit of the successors, assigns, executors or administrators or personal representatives of the Indemnified Persons. The Company shall pay the expenses incurred by any Indemnified Person in defending an action, suit or proceeding in advance of the final disposition of such action, suit or proceeding, upon receipt of an undertaking by the Indemnified Person to repay such payment if there shall be an adjudication or determination that he or she is not entitled to indemnification as provided herein. Any indemnification shall be provided out of Company assets only, and no Member shall be personally liable therefor. The Manager may obtain insurance on behalf of any Person by reason of such Person's relationship to the Company or such Person's service at the request of the Company to another entity as provided above whether or not the Company would have power to indemnify such Person under this AgreementMembers.

Management by Manager. (a) Except Subject to Section 5.2 hereof, the Manager shall be responsible for those matters the operation of the Company’s business in which the --------------------- ordinary course, and shall have the authority to do all things without the approval or consent of the Members is required by this Agreement or by non-waiveable provisions of applicable law, (i) the powers of the Company shall that it determines in its sole discretion to be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Manager; and (ii) the Manager may make all decisions and take all actions for the Company not otherwise provided for in this Agreement, including, without limitation the following: (A) entering into, making and performing contracts, agreements, and other undertakings binding the Company that may be necessary, appropriate, or advisable in furtherance of the purposes of the Company and making all decisions and waivers thereunder; (B) terminating such agreements and instituting, defending and settling litigation arising therefrom, and giving receipts, releases and discharges with respect to all Company. Without limiting the generality of the foregoing and any matters incident thereto; (C) opening and maintaining bank and investments accounts and arrangements, drawing checks and other orders for the payment of money, and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements; (D) maintaining the assets of the Company in good order; (E) collecting sums due the Company and to the extent that funds of the Company are available therefor, paying debts and obligations of the Company; (F) acquiring, utilizing for Company purposes, and Disposing of any asset of Company; (G) selecting, removing, and changing the authority and responsibility of lawyers, accountants, and other advisers and consultants and paying reasonable fees and costs to them; (H) obtaining insurance for the Company; (I) determining distributions of Company cash and other property as provided in Section 5.02; (J) do any and all acts required of the Company with respect to its interest in any corporation, partnership or other business entity; (K) selling, trading, exchanging or otherwise disposing of all or any portion of the property of the Company; (L) determining the accounting methods and conventions to be used in the preparation of the Company's financial statements and tax returns and making any and all elections under the tax laws of the United States, the several states and other relevant jurisdictions as to the treatment of items of income, gain, loss, deduction and credit of the Company, or any other method or procedure related to the preparation of the Company financial statements and tax returns; (M) providing and maintaining a reasonably accessible office of the Company, and providing at such office all necessary supplies, materials and personnel competent and trained to perform the duties of the Manager hereunder and, in such connection: (1) keeping the records and accounts of the Company; (2) maintaining all financial records and all documents and supporting materials relating to the Company's operations at the principal office; (3) preparing and timely submitting or filing all necessary reports, returns, notices and other documents required by applicable federal, state and local laws, rules and regulations to be prepared, submitted and filed on behalf of the Company; and (4) doing all such other acts and things which are incidental to the management of the affairs of the Company. (b) Without the Consent of all the Membersforegoing, the Manager shall not have the authority to: (ia) do any act in contravention arrange for the collection and deposit of this Agreement; (ii) do any act which would make it impossible to carry on the ordinary business all cash receipts of the Company; (iiib) possess Company propertyestablish, maintain, and draw upon checking and other accounts in the name of the Company, in such bank or assign rights in specific Company propertybanks as the Manager may, for other than a Company purposefrom time to time, select; (ivc) admit a Person as a Memberexecute notifications, statements, reports, returns and other filings that are necessary or desirable to be filed with any state or federal securities commission; (d) except as provided in this AgreementSection 7.3 hereof, make any tax elections available to the Company under the Code or the Regulations thereunder, to designate a tax matters partner of the Company, and to execute, acknowledge and deliver any and all instruments desirable to effectuate the foregoing; (ve) commingle Company funds with those of any employ accountants, attorneys, consultants and other Person; orpersons, firms, corporations or entities on such terms and for such compensation as it shall determine; (vif) knowingly perform any act which would cause arrange for the payment of all liabilities of the Company; (g) arrange for the timely filing of all federal and state tax returns of the Company; (h) borrow money on behalf of the Company on such terms as the Manager may determine, provided, however, that, during the Test Period, any such borrowing in excess of ten thousand dollars ($10,000) shall be a Major Decision pursuant to Section 5.2(a)(4) hereof and shall accordingly be deemed an "investment company" required subject to register under the Investment Company Act of 1940.Member voting requirement described in Section 5.2(a); (ci) The Manager shall have fiduciary responsibility for the safekeeping and use of all funds and hypothecate, encumber, and/or grant security interests in assets of the Company, whether or not provided, however, that, during the Test Period, any such hypothecation, encumbrance, and/or grant of security interests in the Manager's immediate possession or control, and the Manager shall not employ, or permit another to employ, such funds or assets in any manner except for the exclusive benefit of the Company. (d) The Manager shall devote such time and effort to the business of the Company as having a fair market value in excess of ten thousand dollars ($10,000) shall be a Major Decision pursuant to Section 5.2(a)(5) hereof and shall accordingly be subject to the Manager deems necessary or appropriate to achieve its objectives.Member voting requirement described in Section 5.2(a); and (ej) The Manager shall carry out duties make, enter into, deliver and exercise powers hereunder in good faith perform all contracts, agreements or undertakings, pay all costs and in a manner reasonably believed expenses and perform all acts deemed appropriate by the Manager to be in or not inconsistent with the best interests of carry out the Company. The Manager shall not be liable to the Company or any other Member for honest mistakes of judgement or negligence in managing the affairs of the Company or with respect to any other matter or for the negligence (whether of omission or commission), dishonesty or bad faith of any employee or agent of the Company, provided that such employee or agent was selected, engaged, retained and supervised by the Manager with reasonable care. The Manager may consult with legal counsel or accountants selected by the Manager with reasonable care, and shall not be liable to the Company or any other Member for any action or omission suffered or taken by the Manager in good faith in reliance and accordance with the opinion or advice of such counsel or accountants’s purposes. (f) The Company shall indemnify and hold harmless the Manager and the agents thereof (the "Indemnified Persons") for liabilities, losses, costs, expenses and/or damages (including, without limitation, reasonable attorneys' fees, judgements and amounts paid in settlement of an action, suit or proceeding) arising from any threatened, pending, settled or completed action, suit or proceeding (including any administrative or legislative proceeding) in which any Indemnified Person is or was a party or threatened to be made a party by reason of such Indemnified Person's relationship to the Company or by reason of having served, at the request of the Company, as a director, trustee or officer of a corporation or other business entity of which the Company is a creditor, shareholder or the holder of other securities to the extent not indemnified by such other organization (whether or not the Indemnified Person continues to be related to the Company at the time such action, suit or proceeding is brought or threatened) provided that the Indemnified Person's act or omission was taken or made in good faith and in a manner the Indemnified Person reasonably believed to be in or not inconsistent with the best interests of the Company or, with respect to any criminal action or proceeding, the Indemnified Party did not have reasonable cause to believe that such conduct was unlawful. The foregoing right of indemnification shall be in addition to any rights to which the Indemnified Persons may otherwise be entitled and shall inure to the benefit of the successors, assigns, executors or administrators or personal representatives of the Indemnified Persons. The Company shall pay the expenses incurred by any Indemnified Person in defending an action, suit or proceeding in advance of the final disposition of such action, suit or proceeding, upon receipt of an undertaking by the Indemnified Person to repay such payment if there shall be an adjudication or determination that he or she is not entitled to indemnification as provided herein. Any indemnification shall be provided out of Company assets only, and no Member shall be personally liable therefor. The Manager may obtain insurance on behalf of any Person by reason of such Person's relationship to the Company or such Person's service at the request of the Company to another entity as provided above whether or not the Company would have power to indemnify such Person under this Agreement.

Management by Manager. (a) Except for those matters situations in which the --------------------- approval of the Members is required by this Agreement or by non-waiveable nonwaivable provisions of applicable law, (i) the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Manager; and (ii) the Manager may make all decisions and take all actions for the Company not otherwise provided for in this AgreementAgreement without seeking the approval or consent of the Members, including, without limitation including but not limited to the following: (Aa) entering into, making making, and performing contracts, agreements, and other undertakings binding the Company that may be necessary, appropriate, or advisable in furtherance of the purposes of the Company and making all decisions and waivers thereunder; (Bb) terminating such agreements making any expenditure and instituting, defending and settling litigation arising therefrom, and giving receipts, releases and discharges with respect to all incurring any obligation it considers necessary or desirable for the conduct of the foregoing and any matters incident theretoactivities of the Company; (Cc) doing and performing all acts as may be necessary or appropriate or desirable to the conduct of the Company’s business; (d) selecting, removing, and changing the authority and responsibility of lawyers, accountants, and other advisers and consultants; (e) acquiring and maintaining insurance covering Company assets; (f) controlling any matters affecting the rights and obligations of the Company, including the conduct of litigation and other incurring of legal expense, and settling claims and litigation; (g) determining distributions of Company cash and other property as provided in Section 4.1; (h) opening and maintaining bank and investments investment accounts and arrangements, drawing checks and other orders for the payment of money, and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements; (Di) preparing and distributing to the Members an annual report on the Company’s financial performance; (j) applying for and obtaining governmental approvals or certificates with respect to the Company operations or the ownership or use of its properties or assets; (k) amending or restating this Agreement to reflect the admission of a Member in accordance with the provisions of this Agreement; (l) amending or restating the Certificate of Formation; (m) acquiring, utilizing for Company purposes, and disposing of any asset of the Company; (n) maintaining the assets of the Company in good order; (Eo) selling; leasing, exchanging, or otherwise Transferring all or substantially all of the assets of the Company; (p) approving any conversion, merger, consolidation, share or interest exchange, or other transaction authorized by or subject to Section 18-209 of the TBOC; (q) forming and operating Subsidiaries of the Company to facilitate the business operations of the Company; (r) collecting sums due the Company and Company; (s) to the extent that funds of the Company are available therefor, paying debts and obligations of the Company; (Ft) acquiring, utilizing engaging in transactions between the Company and any Member or Manager acting in and for Company purposes, and Disposing of any asset of Company;its own account; and (Gu) selectingexecuting, removingacknowledging, delivering, filing and changing recording instruments or documents affecting the authority and responsibility of lawyers, accountants, and other advisers and consultants and paying reasonable fees and costs to them;foregoing. (Hv) obtaining insurance for the Company; (I) determining distributions of Company cash and other property as provided in Section 5.02; (J) do any and all acts required of the Company with respect to its interest in any corporation, partnership or other business entity; (K) selling, trading, exchanging or otherwise disposing of all or any portion of the property of the Company; (L) determining the accounting methods and conventions to be used in the preparation of the Company's financial statements and tax returns and making any and all elections under the tax laws of the United States, the several states and other relevant jurisdictions as to the treatment of items of income, gain, loss, deduction and credit of the Company, or any other method or procedure related to the preparation of the Company financial statements and tax returns; (M) providing and maintaining a reasonably accessible office of the Company, and providing at such office all necessary supplies, materials and personnel competent and trained to perform the duties of the Manager hereunder and, in such connection: (1) keeping the records and accounts of the Company; (2) maintaining all financial records and all documents and supporting materials relating to the Company's operations at the principal office; (3) preparing and timely submitting or filing all necessary reports, returns, notices and other documents required by applicable federal, state and local laws, rules and regulations to be prepared, submitted and filed on behalf approving dissolution of the Company; and (4) doing all such other acts and things which are incidental to the management of the affairs of the Company. (b) Without the Consent of all the Members, the Manager shall not have the authority to: (i) do any act in contravention of this Agreement; (ii) do any act which would make it impossible to carry on the ordinary business of the Company; (iii) possess Company property, or assign rights in specific Company property, for other than a Company purpose; (iv) admit a Person as a Member, except as provided in this Agreement; (v) commingle Company funds with those of any other Person; or (viw) knowingly perform any act which would cause the Company to be deemed an "investment company" required to register under the Investment Company Act of 1940. (c) The Manager shall have fiduciary responsibility for the safekeeping and use of all funds and assets of the Companycommencing bankruptcy, whether or not in the Manager's immediate possession or control, and the Manager shall not employ, or permit another to employ, such funds or assets in any manner except for the exclusive benefit of the Company. (d) The Manager shall devote such time and effort to the business of the Company as the Manager deems necessary or appropriate to achieve its objectives. (e) The Manager shall carry out duties and exercise powers hereunder in good faith and in a manner reasonably believed by the Manager to be in or not inconsistent with the best interests of the Company. The Manager shall not be liable to the Company receivership or any other Member for honest mistakes of judgement or negligence in managing the affairs of the Company or with respect to any other matter or for the negligence (whether of omission or commission), dishonesty or bad faith of any employee or agent of the Company, provided that such employee or agent was selected, engaged, retained and supervised by the Manager with reasonable care. The Manager may consult with legal counsel or accountants selected by the Manager with reasonable care, and shall not be liable to the Company or any other Member for any action or omission suffered or taken by the Manager in good faith in reliance and accordance with the opinion or advice of such counsel or accountantsinsolvency proceeding. (f) The Company shall indemnify and hold harmless the Manager and the agents thereof (the "Indemnified Persons") for liabilities, losses, costs, expenses and/or damages (including, without limitation, reasonable attorneys' fees, judgements and amounts paid in settlement of an action, suit or proceeding) arising from any threatened, pending, settled or completed action, suit or proceeding (including any administrative or legislative proceeding) in which any Indemnified Person is or was a party or threatened to be made a party by reason of such Indemnified Person's relationship to the Company or by reason of having served, at the request of the Company, as a director, trustee or officer of a corporation or other business entity of which the Company is a creditor, shareholder or the holder of other securities to the extent not indemnified by such other organization (whether or not the Indemnified Person continues to be related to the Company at the time such action, suit or proceeding is brought or threatened) provided that the Indemnified Person's act or omission was taken or made in good faith and in a manner the Indemnified Person reasonably believed to be in or not inconsistent with the best interests of the Company or, with respect to any criminal action or proceeding, the Indemnified Party did not have reasonable cause to believe that such conduct was unlawful. The foregoing right of indemnification shall be in addition to any rights to which the Indemnified Persons may otherwise be entitled and shall inure to the benefit of the successors, assigns, executors or administrators or personal representatives of the Indemnified Persons. The Company shall pay the expenses incurred by any Indemnified Person in defending an action, suit or proceeding in advance of the final disposition of such action, suit or proceeding, upon receipt of an undertaking by the Indemnified Person to repay such payment if there shall be an adjudication or determination that he or she is not entitled to indemnification as provided herein. Any indemnification shall be provided out of Company assets only, and no Member shall be personally liable therefor. The Manager may obtain insurance on behalf of any Person by reason of such Person's relationship to the Company or such Person's service at the request of the Company to another entity as provided above whether or not the Company would have power to indemnify such Person under this Agreement.

Management by Manager. (a) Except for those matters situations in which the --------------------- approval of the Members is required by this Agreement or by non-waiveable waivable provisions of applicable law, and subject to the provisions of Section 6.02, (i) the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Manager, which the Members agree that, as of the date hereof, is USCC FLORIDA ACQUISITION, or a representative selected by USCC FLORIDA ACQUISITION ; and (ii) the Manager may make all decisions and take all actions for the Company not otherwise provided for in this Agreement, Agreement including, without limitation limitation, the following: (Ai) entering into, making making, and performing contracts, agreements, and other undertakings binding the Company that may be necessary, appropriate, or advisable in furtherance of the purposes of the Company and making all decisions and waivers thereunder; (Bii) terminating such agreements establish locations for the facilities to deliver PET Imaging Services and instituting, defending and settling litigation arising therefrom, and giving receipts, releases and discharges with respect to all of the foregoing and any matters incident thereto;route locations for the mobile PET centers. (Ciii) opening and maintaining bank and investments investment accounts and arrangements, drawing checks and other orders for the payment of money, and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements; (Div) maintaining the assets of the Company in good order; (Ev) overseeing the billing of services of the Company and collecting sums due the Company and Company; (vi) to the extent that funds fluids of the Company are available therefortherefore, paying debts and obligations of the Company; (Fvii) acquiring, utilizing for Company purposes, and Disposing of any asset of the Company; (Gviii) borrowing money or otherwise committing the credit of the Company for Company activities in an amount not to exceed $50,000 in the aggregate outstanding at any one time on a secured or unsecured basis, or refinance or modify any loan to the Company which affects the assets of the Company or make voluntary prepayments or extensions of debt; (ix) selecting, removing, and changing the authority and responsibility of lawyers, accountants, and other advisers and consultants and paying reasonable fees and costs to themconsultants; (Hx) obtaining insurance for the Company; (Ixi) determining distributions of Company cash and other property as provided in Section 5.02;; and (Jxii) do any and all acts required establishing a seal for the Company. The Members agree that the Company Manager shall: (i) execute on behalf of the Company Company, Mobile PET imaging services agreements and such other documents as are necessary in connection with respect to its interest in any corporation, partnership or other business entity; (K) selling, trading, exchanging or otherwise disposing of all or any portion of the property purposes of the Company; (Lii) determining execute any lease, sublease or financing agreements for the accounting methods and conventions to be used in use of a Mobile Unit(s); and (iii) conduct the preparation business of the Company's financial statements Company in general accord with the strategic business plan and tax returns and making any and all elections under the tax laws budget of the United StatesCompany as approved by the Members. Notwithstanding anything contained in this Agreement to the contrary, the several states and other relevant jurisdictions as powers delegated to the treatment Manager by this Section 6.01 shall be automatically revoked upon the occurrence of items any of incomethe following events: (a) the entry of a final non-appealable judgment against the Company for an amount in excess of $150,000, gain, loss, deduction and credit or (b) the filing of a petition in bankruptcy by or against the Company, or any other method or procedure related to (c) the preparation of the Company financial statements and tax returns; (M) providing and maintaining a reasonably accessible office insolvency of the Company. To the extent powers are not delegated to the Manager or delegated powers are terminated, and providing at such office all necessary supplies, materials and personnel competent and trained powers shall thereafter be considered Reserved Powers to perform the duties be exercised only upon a vote of a Required Interest of the Manager hereunder and, in such connection: (1) keeping the records and accounts of the Company; (2) maintaining all financial records and all documents and supporting materials relating to the Company's operations at the principal office; (3) preparing and timely submitting or filing all necessary reports, returns, notices and other documents required by applicable federal, state and local laws, rules and regulations to be prepared, submitted and filed on behalf of the Company; and (4) doing all such other acts and things which are incidental to the management of the affairs of the CompanyMembers. (b) Without Notwithstanding the Consent provisions of all the MembersSection 6.01(a), the Manager shall may not have cause the authority toCompany to do any of the following without complying with the applicable requirements (if any) set forth below: (i) do any act sell, lease, exchange or otherwise dispose of (other than by way of a pledge, mortgage, deed of trust or trust indenture) all or substantially all the Company’s property and assets (with or without good will), other than in contravention the usual and regular course of this Agreementthe Company’s business, without complying with the applicable procedures set forth in the Act, including, without limitation, the requirement in the Act regarding approval by the Members (unless such provision is rendered inapplicable by another provision of applicable law); (ii) do any act which would make it impossible be a party to carry on the ordinary business (i) a merger, or (ii) an exchange or acquisition of the Company;type described in the Act, without complying with the applicable procedures set forth in the Act; and (iii) possess Company propertyamend or restate the Articles, or assign rights without complying with the applicable procedures set forth in specific Company property, for other than a Company purpose;the Act. (iv) admit a Person as a MemberNotwithstanding the foregoing, except as provided in this Agreement; items 6.01 (vb) commingle Company funds with those of any other Person; or (vii) knowingly perform any act which would cause the Company to (ii) and (iii) may be deemed an "investment company" required to register under the Investment Company Act of 1940. (c) The Manager shall have fiduciary responsibility for the safekeeping and use of all funds and assets of the Company, whether or not in the Manager's immediate possession or control, and the Manager shall not employ, or permit another to employ, such funds or assets in any manner except for the exclusive benefit of the Company. (d) The Manager shall devote such time and effort to the business of the Company as the Manager deems necessary or appropriate to achieve its objectives. (e) The Manager shall carry out duties and exercise powers hereunder in good faith and in a manner reasonably believed affected by the Manager to be in or not inconsistent with the best interests of the Company. The Manager shall not be liable to the Company or any other Member for honest mistakes of judgement or negligence in managing the affairs of the Company or with respect to any other matter or for the negligence (whether of omission or commission), dishonesty or bad faith of any employee or agent of the Company, provided that such employee or agent was selected, engaged, retained and supervised by the Manager with reasonable care. The Manager may consult with legal counsel or accountants selected by the Manager with reasonable care, and shall not be liable to the Company or any other Member for any action or omission suffered or taken by the Manager in good faith in reliance and accordance with the opinion or advice of such counsel or accountantsRequired Interests Members. (f) The Company shall indemnify and hold harmless the Manager and the agents thereof (the "Indemnified Persons") for liabilities, losses, costs, expenses and/or damages (including, without limitation, reasonable attorneys' fees, judgements and amounts paid in settlement of an action, suit or proceeding) arising from any threatened, pending, settled or completed action, suit or proceeding (including any administrative or legislative proceeding) in which any Indemnified Person is or was a party or threatened to be made a party by reason of such Indemnified Person's relationship to the Company or by reason of having served, at the request of the Company, as a director, trustee or officer of a corporation or other business entity of which the Company is a creditor, shareholder or the holder of other securities to the extent not indemnified by such other organization (whether or not the Indemnified Person continues to be related to the Company at the time such action, suit or proceeding is brought or threatened) provided that the Indemnified Person's act or omission was taken or made in good faith and in a manner the Indemnified Person reasonably believed to be in or not inconsistent with the best interests of the Company or, with respect to any criminal action or proceeding, the Indemnified Party did not have reasonable cause to believe that such conduct was unlawful. The foregoing right of indemnification shall be in addition to any rights to which the Indemnified Persons may otherwise be entitled and shall inure to the benefit of the successors, assigns, executors or administrators or personal representatives of the Indemnified Persons. The Company shall pay the expenses incurred by any Indemnified Person in defending an action, suit or proceeding in advance of the final disposition of such action, suit or proceeding, upon receipt of an undertaking by the Indemnified Person to repay such payment if there shall be an adjudication or determination that he or she is not entitled to indemnification as provided herein. Any indemnification shall be provided out of Company assets only, and no Member shall be personally liable therefor. The Manager may obtain insurance on behalf of any Person by reason of such Person's relationship to the Company or such Person's service at the request of the Company to another entity as provided above whether or not the Company would have power to indemnify such Person under this Agreement.