Common use of Management Committee Powers Clause in Contracts

Management Committee Powers. Except as otherwise provided in this Agreement and except, from the Effective Date until the termination of the Management Agreement, for those powers expressly delegated to MMG II as is set forth in the Management Agreement (subject to the terms and conditions of the Management Agreement, Sections 5.5 and 5.6 below and any other provision of this Agreement requiring approval of the Company, the Management Committee, the AcquisitionCo Managers or the Members), all powers to control and manage the Business and affairs of the Company shall be exclusively vested in the Management Committee, and the Management Committee may exercise all powers of the Company and do all such lawful acts as are not by the Act, the Articles of Organization or this Agreement directed or required to be exercised or done by the Members and, in so doing, shall have the right and authority to take all actions that the Management Committee deems necessary, useful or appropriate for the management and conduct of the Business, including exercising the following specific rights and powers: (a) conduct its Business, carry on its operations, and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States, or in any foreign country, that may be necessary or convenient to effect any or all of the purposes for which it is organized; (b) acquire by purchase, lease, or otherwise any real or personal property that may be necessary, convenient, or incidental to the accomplishment of the purposes of the Company; (c) operate, maintain, finance, improve, construct, own, grant options with respect to, sell, convey, assign, mortgage, and lease any real estate and any personal property necessary, convenient, or incidental to the accomplishment of the purposes of the Company; (d) execute any and all agreements, contracts, documents, certifications, and instruments necessary or convenient in connection with the management, maintenance, and operation of the Business, or in connection with managing the affairs of the Company, including executing amendments to this Agreement and the Articles of Organization in accordance with the terms of this Agreement, both as Managers and, if required, as attorney-in-fact for the Members, pursuant to any power of attorney granted by the Members to the Managers; (e) borrow money and issue evidences of indebtedness necessary, convenient, or incidental to the accomplishment of the purposes of the Company, and secure the same by mortgage, pledge, or other lien on any Company assets; (f) execute, in furtherance of any or all of the purposes of the Company, any deed, lease, mortgage, deed of trust, mortgage note, promissory note, xxxx of sale, contract, or other instrument purporting to convey or encumber any or all of the Company assets; (g) prepay in whole or in part, refinance, recast, increase, modify, or extend any liabilities affecting the assets of the Company, and in connection therewith execute any extensions or renewals of encumbrances on any or all of such assets; (h) care for and distribute funds to the Members by way of cash income, return of capital, or otherwise, all in accordance with the provisions of this Agreement, and perform all matters in furtherance of the objectives of the Company or this Agreement; (i) contract on behalf of the Company for the employment and services or employees and/or independent contractors, such as lawyers and accountants, and delegate to such Persons the duty to manage or supervise any of the assets or operations of the Company; (j) engage in any kind of activity and perform and carry out contracts of any kind (including contracts of insurance covering risks to Company assets and Manager liability) necessary or incidental to, or in connection with, the accomplishment of the purposes of the Company, as may be lawfully carried on or performed by a limited liability company under the laws of each state in which the Company is then formed or qualified; (k) take, or refrain from taking, all actions, not expressly proscribed or limited by this Agreement, as may be necessary or appropriate to accomplish the purposes of the Company; (l) institute, prosecute, defend, settle, compromise, and dismiss lawsuits or other judicial or administrative proceedings brought on or in behalf of, or against, the Company, the Members or any Manager, in connection with activities arising out of, connected with, or incidental to this Agreement, and to engage counsel or others in connection therewith; (m) purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in or obligations of domestic or foreign corporations, associations, general or limited partnerships, other limited liability companies, or individuals, or direct or indirect obligations of the United States or of any government, state, territory, government district or municipality or of any instrumentality of any of them; and (n) indemnify a Member or Manager or former Member or Manager, and to make any other indemnification that is authorized by this Agreement in accordance with the Act.

Management Committee Powers. (a) Except as otherwise provided in this Agreement and except, from the Effective Date until the termination of the Management Agreement, for those powers expressly delegated to MMG II as is set forth in the Management Agreement (subject to the terms and conditions of the Management Agreement, Sections 5.5 and 5.6 below and any other provision of this Agreement requiring approval of the Company, the Management Committee, the AcquisitionCo Managers or the Members), all powers to control and manage the Business and affairs of the Company shall be exclusively vested in the Management Committee, Committee and the Management Committee may exercise all powers of the Company and do all such lawful acts as are not by the Actstatute, the Articles of Organization Certificate, or this Agreement directed or required to be exercised or done by the Members and, and in so doing, doing shall have the right and authority to take all actions that the Management Committee deems necessary, useful useful, or appropriate for the management and conduct of the Business, including exercising the following specific rights and powers: (ai) conduct Conduct its Businessbusiness, carry on its operations, and have and exercise the powers granted by the Act in any state, territory, district district, or possession of the United States, or in any foreign country, country that may be necessary or convenient to effect any or all of the purposes for which it is organized; (bii) acquire Acquire by purchase, lease, or otherwise any real or personal property that may be necessary, convenient, or incidental to the accomplishment of the purposes of the Company; (ciii) operateOperate, maintain, finance, improve, construct, own, grant options with respect to, sell, convey, assign, mortgage, and lease any real estate and any personal property necessary, convenient, or incidental to the accomplishment of the purposes of the Company; (div) execute Execute any and all agreements, contracts, documents, certifications, and instruments necessary or convenient in connection with the management, maintenance, and operation of the Business, or in connection with managing the affairs of the Company, including including, executing amendments to this Agreement and the Articles of Organization Certificate in accordance with the terms of this Agreement, both as Managers and, if required, as attorney-in-fact for the Members, Members pursuant to any power of attorney granted by the Members to the Managers; (ev) borrow Invent, create, obtain, protect and exploit intellectual property rights; (vi) Borrow money and issue evidences of indebtedness necessary, convenient, or incidental to the accomplishment of the purposes of the Company, and secure the same by mortgage, pledge, or other lien on any Company assets; (fvii) executeExecute, in furtherance of any or all of the purposes of the Company, any deed, lease, mortgage, deed of trust, mortgage note, promissory note, xxxx of sale, license, contract, or other instrument purporting to convey or encumber any or all of the Company assets; (gviii) prepay Prepay in whole or in part, refinance, recast, increase, modify, or extend any liabilities affecting the assets of the Company, Company and in connection therewith execute any extensions or renewals of encumbrances on any or all of such assets; (hix) care Care for and distribute funds to the Members by way of cash income, return of capital, or otherwise, all in accordance with the provisions of this Agreement, and perform all matters in furtherance of the objectives of the Company or this Agreement; (ix) contract Contract on behalf of the Company for the employment and services or employees and/or independent contractors, such as lawyers and accountants, and delegate to such Persons the duty to manage or supervise any of the assets or operations of the Company; (jxi) engage Engage in any kind of activity and perform and carry out contracts of any kind (including contracts of insurance covering risks to Company assets and Manager liability) necessary or incidental to, or in connection with, the accomplishment of the purposes of the Company, as may be lawfully carried on or performed by a limited liability company under the laws of each state in which the Company is then formed or qualified; (kxii) takeTake, or refrain from taking, all actions, not expressly proscribed or limited by this Agreement, as may be necessary or appropriate to accomplish the purposes of the Company; (lxiii) instituteInstitute, prosecute, defend, settle, compromise, and dismiss lawsuits or other judicial or administrative proceedings brought on or in behalf of, or against, the Company, the Members or any Manager, Manager in connection with activities arising out of, connected with, or incidental to this Agreement, and to engage counsel or others in connection therewith; (mxiv) purchasePurchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in or obligations of domestic or foreign corporations, associations, general or limited partnershipscompanies, other limited liability companies, or individuals, individuals or direct or indirect obligations of the United States or of any government, state, territory, government district or municipality or of any instrumentality of any of them; and (nxv) indemnify Indemnify a Member or Manager or former Member or Manager, and to make any other indemnification that is authorized by this Agreement in accordance with the Act. (b) The Management Committee will appoint the Officers of the Company and will establish policies and guidelines for the hiring of employees to permit the Company to act as an operating company with respect to its Business. The Management Committee may adopt appropriate management incentive plans and employee benefit plans.

Management Committee Powers. Except as otherwise provided in this Agreement and except, from the Effective Date until the termination of the Management Agreement, for those powers expressly delegated to MMG II as is set forth in the Management Agreement (subject to the terms and conditions of the Management Agreement, Sections 5.5 and 5.6 below and any other provision of this Agreement requiring approval of the Company, the Management Committee, the AcquisitionCo Managers or the Members), all powers to control and manage the Business business and affairs of the Company shall be exclusively vested in the Management Committee, Committee and the Management Committee may exercise all powers of the Company and do all such lawful acts as are not by the Actstatute, the Articles Certificate of Organization Formation of the Company (the “Certificate”) or this Agreement directed or required to be exercised or done by the Members and, and in so doing, doing shall have the right and authority to take all actions that which the Management Committee deems necessary, useful useful, or appropriate for the management and conduct of the Businessbusiness, including exercising the following specific rights and powers: (ai) conduct Conduct its Businessbusiness, carry on its operations, and have and exercise the powers granted by the Act in any state, territory, district district, or possession of the United States, or in any foreign country, that which may be necessary or convenient to effect any or all of the purposes for which it is organized; (bii) acquire Acquire by purchase, lease, or otherwise any real or personal property that which may be necessary, convenient, or incidental to the accomplishment of the purposes of the Company; (ciii) operateOperate, maintain, finance, improve, construct, own, grant options operations with respect to, sell, convey, assign, mortgage, and lease any real estate and any personal property necessary, convenient, or incidental to the accomplishment of the purposes of the Company; (div) execute Execute any and all agreements, contracts, documents, certifications, and instruments necessary or convenient in connection with the management, maintenance, and operation of the Businessbusiness of the Company, or in connection with managing the affairs of the Company, including including, executing amendments to this Agreement and the Articles of Organization Certificate in accordance with the terms of this Agreement, both as Managers and, if required, as attorney-in-fact for the Members, Members pursuant to any power of attorney granted by the Members to the Managers; (ev) borrow Borrow money and issue evidences of indebtedness necessary, convenient, or incidental to the accomplishment of the purposes of the Company, and secure the same by mortgage, pledge, or other lien on any Company assets; (fvi) executeExecute, in furtherance of any or all of the purposes of the Company, any deed, lease, mortgage, deed of trust, mortgage note, promissory note, xxxx bxxx of sale, contract, or other instrument purporting to convey or encumber any or all of the Company assets; (gvii) prepay Prepay in whole or in part, refinance, recast, increase, modify, or extend any liabilities affecting the assets of the Company, Company and in connection therewith execute any extensions or renewals of encumbrances on any or all of such assets; (hviii) care Care for and distribute funds to the Members by way of cash income, return of capital, or otherwise, all in accordance with the provisions of this Agreement, and perform all matters in furtherance of the objectives of the Company or this Agreement; (iix) contract on behalf of the Company for the employment and services or employees and/or independent contractors, such as lawyers and accountants, and delegate to such Persons the duty to manage or supervise any of the assets or operations of the Company; (j) engage Engage in any kind of activity and perform and carry out contracts of any kind (including contracts of insurance covering risks to Company assets and Manager liability) necessary or incidental to, or in connection with, the accomplishment of the purposes of the Company, as may be lawfully carried on or performed by a limited liability company under the laws of each state in which the Company is then formed or qualified; (kx) takeTake, or refrain from taking, all actions, not expressly proscribed or limited by this Agreement, as may be necessary or appropriate to accomplish the purposes of the Company; (lxi) instituteInstitute, prosecute, defend, settle, compromise, and dismiss lawsuits or other judicial or administrative proceedings brought on or in behalf of, or against, the Company, the Members or any Manager, Manager in connection with activities arising out of, connected with, or incidental to this Agreement, and to engage counsel or others in connection therewith; (mxii) purchasePurchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in or obligations of domestic or foreign corporations, associations, general or limited partnershipsCompanies, other limited liability companies, or individuals, individuals or direct or indirect obligations of the United States or of any government, state, territory, government district or municipality or of any instrumentality of any of them; and (nxiii) indemnify Indemnify a Member or Manager or former Member or Manager, and to make any other indemnification that is authorized by this Agreement in accordance with the Act.

Management Committee Powers. Except as otherwise provided in this Agreement and except, from the Effective Date until the termination of the Management Agreement, for those powers expressly delegated to MMG II as is set forth in the Management Agreement (subject to the terms and conditions of the Management Agreement, Sections 5.5 and 5.6 below and any other provision of this Agreement requiring approval of the Company, the Management Committee, the AcquisitionCo Managers or the Members), all powers to control and manage the Business business and affairs of the Company shall be exclusively vested in the Management Committee, Committee and the Management Committee may exercise all powers of the Company and do all such lawful acts as are not by the Actstatute, the Articles Certificate of Organization Formation of the Company (the “Certificate”) or this Agreement directed or required to be exercised or done by the Members and, and in so doing, doing shall have the right and authority to take all actions that which the Management Committee deems necessary, useful useful, or appropriate for the management and conduct of the Businessbusiness, including exercising the following specific rights and powers: (ai) conduct Conduct its Businessbusiness, carry on its operations, operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States, or in any foreign country, that which may be necessary or convenient to effect any or all of the purposes for which it is organized; (bii) acquire Acquire by purchase, lease, lease or otherwise any real or personal property that which may be necessary, convenient, convenient or incidental to the accomplishment of the purposes of the Company; (ciii) operateOperate, maintain, finance, improve, construct, own, grant options operations with respect to, sell, convey, assign, mortgage, mortgage and lease any real estate and any personal property necessary, convenient, convenient or incidental to the accomplishment of the purposes of the Company; (div) execute Execute any and all agreements, contracts, documents, certifications, certifications and instruments necessary or convenient in connection with the management, maintenance, maintenance and operation of the Businessbusiness of the Company, or in connection with managing the affairs of the Company, including including, executing amendments to this Agreement and the Articles of Organization Certificate in accordance with the terms of this Agreement, both as Managers and, if required, as attorney-in-fact for the Members, Members pursuant to any power of attorney granted by the Members to the Managers; (ev) borrow Borrow money and issue evidences of indebtedness (and guaranty indebtedness of others), in each case as is necessary, convenient, convenient or incidental to the accomplishment of the purposes of the Company, and secure the same by mortgage, pledge, pledge or other lien on any Company assets; (fvi) executeExecute, in furtherance of any or all of the purposes of the Company, any deed, lease, mortgage, deed of trust, mortgage note, promissory note, xxxx bxxx of sale, contract, contract or other instrument purporting to convey or encumber any or all of the Company assets; (gvii) prepay Prepay in whole or in part, refinance, recast, increase, modify, modify or extend any liabilities affecting the assets of the Company, Company and in connection therewith execute any extensions or renewals of encumbrances on any or all of such assets; (hviii) care Care for and distribute funds to the Members by way of cash income, return of capital, or otherwise, all in accordance with the provisions of this Agreement, and perform all matters in furtherance of the objectives of the Company or this Agreement; (iix) contract on behalf of the Company for the employment and services or employees and/or independent contractors, such as lawyers and accountants, and delegate to such Persons the duty to manage or supervise any of the assets or operations of the Company; (j) engage Engage in any kind of activity and perform and carry out contracts of any kind (including contracts of insurance covering risks to Company assets and Manager liability) necessary or incidental to, or in connection with, the accomplishment of the purposes of the Company, as may be lawfully carried on or performed by a limited liability company under the laws of each state in which the Company is then formed or qualified; (kx) takeTake, or refrain from taking, all actions, not expressly proscribed or limited by this Agreement, as may be necessary or appropriate to accomplish the purposes of the Company; (lxi) instituteInstitute, prosecute, defend, settle, compromise, compromise and dismiss lawsuits or other judicial or administrative proceedings brought on or in behalf of, or against, the Company, the Members or any Manager, Manager in connection with activities arising out of, connected with, or incidental to this Agreement, and to engage counsel or others in connection therewith; (mxii) purchasePurchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, pledge or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in or obligations of domestic or foreign corporations, associations, general or limited partnershipscompanies, other limited liability companies, or individuals, individuals or direct or indirect obligations of the United States or of any government, state, territory, government district or municipality or of any instrumentality of any of them; and (nxiii) indemnify Indemnify a Member or Manager or former Member or Manager, and to make any other indemnification that is authorized by this Agreement in accordance with the Act.

Management Committee Powers. (a) Except as otherwise provided in this Agreement and except, from the Effective Date until the termination of the Management Agreement, for those powers expressly delegated to MMG II as is set forth in the Management Agreement (subject to the terms and conditions of the Management Agreement, Sections 5.5 and 5.6 below and any other provision of this Agreement requiring approval of the Company, the Management Committee, the AcquisitionCo Managers or the Members), all powers to control and manage the Business business and affairs of the Company shall be exclusively vested in the Management Committee, Committee and the Management Committee may exercise all powers of the Company and do all such lawful acts as are not by the Actstatute, the Articles of Organization Certificate or this Agreement directed or required to be exercised or done by the Members and, and in so doing, doing shall have the right and authority to take all actions that which the Management Committee deems necessary, useful useful, or appropriate for the management and conduct of the Businessbusiness, including exercising the following specific rights and powers: (ai) conduct Conduct its Businessbusiness, carry on its operations, and have and exercise the powers granted by the Delaware Act in any state, territory, district district, or possession of the United States, or in any foreign country, that which may be necessary or convenient to effect any or all of the purposes for which it is organized; (bii) acquire Acquire by purchase, lease, or otherwise any real or personal property that which may be necessary, convenient, or incidental to the accomplishment of the purposes of the Company; (ciii) operateOperate, maintain, finance, improve, construct, own, grant options operations with respect to, sell, convey, assign, mortgage, and lease any real estate and any personal property necessary, convenient, or incidental to the accomplishment of the purposes of the Company; (div) execute Execute any and all agreements, contracts, documents, certifications, and instruments necessary or convenient in connection with the management, maintenance, and operation of the Business, or in connection with managing the affairs of the Company, including including, executing amendments to this Agreement and the Articles of Organization Certificate in accordance with the terms of this Agreement, both as Managers and, if required, as attorney-in-fact for the Members, Members pursuant to any power of attorney granted by the Members to the Managers; (ev) borrow Borrow money and issue evidences of indebtedness necessary, convenient, or incidental to the accomplishment of the purposes of the Company, and secure the same by mortgage, pledge, or other lien on any Company assets; (fvi) executeExecute, in furtherance of any or all of the purposes of the Company, any deed, lease, mortgage, deed of trust, mortgage note, promissory note, xxxx of sale, contract, or other instrument purporting to convey or encumber any or all of the Company assets; (gvii) prepay Prepay in whole or in part, refinance, recast, increase, modify, or extend any liabilities affecting the assets of the Company, Company and in connection therewith execute any extensions or renewals of encumbrances on any or all of such assets; (hviii) care Care for and distribute funds to the Members by way of cash income, return of capital, or otherwise, all in accordance with the provisions of this Agreement, and perform all matters in furtherance of the objectives of the Company or this Agreement; (iix) contract on behalf of the Company for the employment and services or employees and/or independent contractors, such as lawyers and accountants, and delegate to such Persons the duty to manage or supervise any of the assets or operations of the Company; (j) engage Engage in any kind of activity and perform and carry out contracts of any kind (including contracts of insurance covering risks to Company assets and Manager liability) necessary or incidental to, or in connection with, the accomplishment of the purposes of the Company, as may be lawfully carried on or performed by a limited liability company under the laws of each state in which the Company is then formed or qualified; (kx) takeTake, or refrain from taking, all actions, not expressly proscribed or limited by this Agreement, as may be necessary or appropriate to accomplish the purposes of the Company; (lxi) instituteInstitute, prosecute, defend, settle, compromise, and dismiss lawsuits or other judicial or administrative proceedings brought on or in behalf of, or against, the Company, the Members or any Manager, Manager in connection with activities arising out of, connected with, or incidental to this Agreement, and to engage counsel or others in connection therewith; (mxii) purchasePurchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in or obligations of domestic or foreign corporations, associations, general or limited partnershipsCompanies, other limited liability companies, or individuals, individuals or direct or indirect obligations of the United States or of any government, state, territory, government district or municipality or of any instrumentality of any of them; and (nxiii) indemnify Indemnify a Member or Manager or former Member or Manager, and to make any other indemnification that is authorized by this Agreement in accordance with the Act. (b) Notwithstanding any other provision of this Agreement, the approval of at least one Independent Manager shall be required for any of the following: (i) Any transaction or action to liquidate or dissolve the Company; (ii) Any transaction by the Company to merge or consolidate with or into, or convert into, another entity, or sell, lease, assign, transfer or otherwise dispose of all or substantially all of its property or assets; or (iii) The Company's (A) making an assignment for the benefit of creditors; (B) application for, seeking, consent to or acquiescing in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its property; (C) institution of any proceeding seeking to have entered against it an order for relief under the United States Bankruptcy Code, as amended, supplemented or modified from time to time, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or failing to file an answer or other pleading denying the material allegations of any such proceeding filed against it; or (D) admitting in writing its inability to pay its debts generally as they become due.

Management Committee Powers. Except (i) as otherwise provided in this Agreement and except, from the Effective Date until the termination of (ii) so long as the Management AgreementAgreement is in effect, for those powers expressly delegated to MMG II as is set forth in the Management Agreement (subject to the terms and conditions of the Management Agreement, Sections 5.5 and 5.6 below and any other provision of this Agreement requiring approval of the Company, the Management Committee, the AcquisitionCo Managers or the Members), all powers to control and manage the Business and affairs of the Company shall be exclusively vested in the Management Committee, and the Management Committee may exercise all powers of the Company and do all such lawful acts as are not by the Act, the Articles of Organization or this Agreement directed or required to be exercised or done by the Members and, in so doing, shall have the right and authority to take all actions that the Management Committee deems necessary, useful or appropriate for the management and conduct of the Business, including exercising the following specific rights and powers: (a) conduct its Business, carry on its operations, and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States, or in any foreign country, that may be necessary or convenient to effect any or all of the purposes for which it is organized; (b) acquire by purchase, lease, or otherwise any real or personal property that may be necessary, convenient, or incidental to the accomplishment of the purposes of the Company; (c) operate, maintain, finance, improve, construct, own, grant options with respect to, sell, convey, assign, mortgage, and lease any real estate and any personal property necessary, convenient, or incidental to the accomplishment of the purposes of the Company; (d) execute any and all agreements, contracts, documents, certifications, and instruments necessary or convenient in connection with the management, maintenance, and operation of the Business, or in connection with managing the affairs of the Company, including executing amendments to this Agreement and the Articles of Organization in accordance with the terms of this Agreement, both as Managers and, if required, as attorney-in-fact for the Members, pursuant to any power of attorney granted by the Members to the Managers; (e) borrow money and issue evidences of indebtedness necessary, convenient, or incidental to the accomplishment of the purposes of the Company, and secure the same by mortgage, pledge, or other lien on any Company assets; (f) execute, in furtherance of any or all of the purposes of the Company, any deed, lease, mortgage, deed of trust, mortgage note, promissory note, xxxx of sale, contract, or other instrument purporting to convey or encumber any or all of the Company assets; (g) prepay in whole or in part, refinance, recast, increase, modify, or extend any liabilities affecting the assets of the Company, and in connection therewith execute any extensions or renewals of encumbrances on any or all of such assets; (h) care for and distribute funds to the Members by way of cash income, return of capital, or otherwise, all in accordance with the provisions of this Agreement, and perform all matters in furtherance of the objectives of the Company or this Agreement; (i) contract on behalf of the Company for the employment and services or employees and/or independent contractors, such as lawyers and accountants, and delegate to such Persons the duty to manage or supervise any of the assets or operations of the Company; (j) engage in any kind of activity and perform and carry out contracts of any kind (including contracts of insurance covering risks to Company assets and Manager liability) necessary or incidental to, or in connection with, the accomplishment of the purposes of the Company, as may be lawfully carried on or performed by a limited liability company under the laws of each state in which the Company is then formed or qualified; (k) take, or refrain from taking, all actions, not expressly proscribed or limited by this Agreement, as may be necessary or appropriate to accomplish the purposes of the Company; (l) institute, prosecute, defend, settle, compromise, and dismiss lawsuits or other judicial or administrative proceedings brought on or in behalf of, or against, the Company, the Members or any Manager, in connection with activities arising out of, connected with, or incidental to this Agreement, and to engage counsel or others in connection therewith; (m) purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in or obligations of domestic or foreign corporations, associations, general or limited partnerships, other limited liability companies, or individuals, or direct or indirect obligations of the United States or of any government, state, territory, government district or municipality or of any instrumentality of any of them; and (n) indemnify a Member or Manager or former Member or Manager, and to make any other indemnification that is authorized by this Agreement in accordance with the Act.

Management Committee Powers. Except as otherwise provided in this Agreement and except, from the Effective Date until the termination of the Management Agreement, for those powers expressly delegated Subject to MMG II as is any restrictions set forth in the Management Agreement (subject to the terms and conditions of the Management Certificate or this Operating Agreement, Sections including without limitation, those set forth in Section 5.5 and 5.6 below and any other provision of this Agreement requiring approval of the Company, the Management Committee, the AcquisitionCo Managers or the Members)hereof, all powers to control and manage the Business business and affairs of the Company shall be exclusively vested in the Management Committee, Committee and the Management Committee may exercise all powers of the Company and do all such lawful acts as are not by the Actstatute, the Articles of Organization Certificate or this Operating Agreement directed or required to be exercised or done by the Members and, and in so doing, doing shall have the right and authority to take all actions that which the Management Committee deems necessary, useful or appropriate for the management and conduct of the BusinessCompany's business and affairs and in the pursuit of the purposes of the Company, including exercising the following specific rights and powers: powers in the name and on behalf of the Company: (a) conduct Conduct its Businessbusiness, carry on its operations, operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States, or in any foreign country, that country which may be necessary or convenient to effect any or all of the purposes for which it is organized; ; (b) acquire Acquire by purchase, lease, or otherwise any real or personal property that which may be necessary, convenient, or incidental to the accomplishment of the purposes of the Company; ; (c) operateOperate, maintain, finance, improve, construct, own, grant options with respect to, sell, convey, assign, mortgage, and lease any real estate and any personal property necessary, convenient, or incidental to the accomplishment of the purposes of the Company; ; (d) execute Execute any and all agreements, contracts, documents, certifications, and instruments necessary or convenient in connection with the management, maintenance, and operation of the BusinessProperty, or in connection with managing the affairs of the Company, including including, executing amendments to this Operating Agreement and the Articles of Organization Certificate in accordance with the terms of this Operating Agreement, both as Managers and, if required, as attorney-in-fact for the Members, Members pursuant to any power of attorney granted by the Members to the Managers; ; (e) borrow Borrow money and issue evidences of indebtedness necessary, convenient, or incidental to the accomplishment of the purposes of the Company, and secure the same by mortgage, pledge, or other lien on any Company assets; ; (f) executeExecute, in furtherance of any or all of the purposes of the Company, any deed, lease, mortgage, deed of trust, mortgage note, promissory note, xxxx of sale, contract, or other instrument purporting to convey or encumber any or all of the Company assets; ; (g) prepay Prepay in whole or in part, refinance, recast, increase, modify, or extend any liabilities affecting the assets of the Company, Company and in connection therewith execute any extensions or renewals of encumbrances on any or all of such assets; ; (h) care Care for and distribute funds to the Members by way of cash income, return of capital, or otherwise, all in accordance with the provisions of this Agreement, and perform all matters in furtherance of the objectives of the Company or this Agreement; ; (i) contract Contract on behalf of the Company for the employment and services or of employees and/or independent contractors, such as lawyers and accountants, and delegate to such Persons the duty to manage or supervise any of the assets or operations of the Company; ; (j) engage Engage in any kind of activity and perform and carry out contracts of any kind (including contracts of insurance covering risks to Company assets and Manager liability) necessary or incidental to, or in connection with, the accomplishment of the purposes of the Company, as may be lawfully carried on or performed by a limited liability company under the laws of each state in which the Company is then formed or qualified; ; (k) takeTake, or refrain from taking, all actions, not expressly proscribed or limited by this Agreement, as may be necessary or appropriate to accomplish the purposes of the Company; ; (l) instituteInstitute, prosecute, defend, settle, compromise, and dismiss lawsuits or other judicial or administrative proceedings brought on or in behalf of, or against, the Company, the Members or any Manager, Manager in connection with activities arising out of, connected with, or incidental to this Agreement, and to engage counsel or others in connection therewith; ; (m) purchasePurchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, ; employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in or obligations of domestic or foreign corporationscompanies, associations, general or limited partnerships, other limited liability companies, or individuals, individuals or direct or indirect obligations of the United States or of any government, state, territory, government district or municipality or of any instrumentality of any of themthem including, without limitation, acquiring an interest in and being admitted as a member of, RAMP Investments, and exercising all of the Company's rights as a member of RAMP Investments; and (n) indemnify Indemnify a Member or Manager or former Member or Manager, in accordance with this Operating Agreement and to make any other indemnification that is authorized by this Agreement in accordance with the Act; (o) Acquire the Leased Aircraft, AIMC Stock and cash contributed by the Members and after retaining $1,000,000 for the payment of certain expenses incidental to the formation of the Company, contribute the same to RAMP Investments; (p) Execute and deliver on behalf of the Company the Contribution Agreements, the Assignment and Assumption Agreements, the Guaranty of Obligations, the Aircraft Lease Documents and any other documents or instrument to be delivered in connection with any of the foregoing; and (q) Each Manager shall be an "authorized person" on behalf of the Company, as that term is defined in the Act.

Management Committee Powers. Except as otherwise provided in this Agreement and except, from the Effective Date until the termination of the Management Agreement, for those powers expressly delegated Subject to MMG II as is any restrictions set forth in the Management Agreement (subject to the terms and conditions of the Management Certificate or this Operating Agreement, Sections including without limitation, those set forth in Section 5.5 and 5.6 below and any other provision of this Agreement requiring approval of the Company, the Management Committee, the AcquisitionCo Managers or the Members)hereof, all powers to control and manage the Business business and affairs of the Company shall be exclusively vested in the Management Committee, Committee and the Management Committee may exercise all powers of the Company and do all such lawful acts as are not by the Actstatute, the Articles of Organization Certificate or this Operating Agreement directed or required to be exercised or done by the Members and, and in so doing, doing shall have the right and authority to take all actions that which the Management Committee deems necessary, useful or appropriate for the management and conduct of the BusinessCompany's business and affairs and in the pursuit of the purposes of the Company, including exercising the following specific rights and powers: powers in the name and on behalf of the Company: (a) conduct Conduct its Businessbusiness, carry on its operations, operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United 27 _____________________________________________________________________________ States, or in any foreign country, that country which may be necessary or convenient to effect any or all of the purposes for which it is organized; ; (b) acquire Acquire by purchase, lease, or otherwise any real or personal property that which may be necessary, convenient, or incidental to the accomplishment of the purposes of the Company; ; (c) operateOperate, maintain, finance, improve, construct, own, grant options with respect to, sell, convey, assign, mortgage, and lease any real estate and any personal property necessary, convenient, or incidental to the accomplishment of the purposes of the Company; ; (d) execute Execute any and all agreements, contracts, documents, certifications, and instruments necessary or convenient in connection with the management, maintenance, and operation of the BusinessProperty, or in connection with managing the affairs of the Company, including including, executing amendments to this Operating Agreement and the Articles of Organization Certificate in accordance with the terms of this Operating Agreement, both as Managers and, if required, as attorney-in-fact for the Members, Members pursuant to any power of attorney granted by the Members to the Managers; ; (e) borrow Borrow money and issue evidences of indebtedness necessary, convenient, or incidental to the accomplishment of the purposes of the Company, and secure the same by mortgage, pledge, or other lien on any Company assets; ; (f) executeExecute, in furtherance of any or all of the purposes of the Company, any deed, lease, mortgage, deed of trust, mortgage note, promissory note, xxxx of sale, contract, or other instrument purporting to convey or encumber any or all of the Company assets; ; (g) prepay Prepay in whole or in part, refinance, recast, increase, modify, or extend any liabilities affecting the assets of the Company, Company and in connection therewith execute any extensions or renewals of encumbrances on any or all of such assets; ; (h) care Care for and distribute funds to the Members by way of cash income, return of capital, or otherwise, all in accordance with the provisions of this Agreement, and perform all matters in furtherance of the objectives of the Company or this Agreement; ; (i) contract Contract on behalf of the Company for the employment and services or of employees and/or independent contractors, such as lawyers and accountants, and delegate to such Persons the duty to manage or supervise any of the assets or operations of the Company; (j) engage in any kind of activity and perform and carry out contracts of any kind (including contracts of insurance covering risks to Company assets and Manager liability) necessary or incidental to, or in connection with, the accomplishment of the purposes of the Company, as may be lawfully carried on or performed by a limited liability company under the laws of each state in which the Company is then formed or qualified; (k) take, or refrain from taking, all actions, not expressly proscribed or limited by this Agreement, as may be necessary or appropriate to accomplish the purposes of the Company; (l) institute, prosecute, defend, settle, compromise, and dismiss lawsuits or other judicial or administrative proceedings brought on or in behalf of, or against, the Company, the Members or any Manager, in connection with activities arising out of, connected with, or incidental to this Agreement, and to engage counsel or others in connection therewith; (m) purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in or obligations of domestic or foreign corporations, associations, general or limited partnerships, other limited liability companies, or individuals, or direct or indirect obligations of the United States or of any government, state, territory, government district or municipality or of any instrumentality of any of them; and (n) indemnify a Member or Manager or former Member or Manager, and to make any other indemnification that is authorized by this Agreement in accordance with the Act.28 _____________________________________________________________________________