Common use of POWERS AND DUTIES OF THE BOARD Clause in Contracts

POWERS AND DUTIES OF THE BOARD. Except as otherwise explicitly provided herein and subject to Section 10(b), the Board shall have the power on behalf and in the name of the Company to implement any and all of the objectives of the Company and to exercise any and all rights and powers the Company may possess. Without limiting the foregoing general powers and duties and except as may be expressly provided otherwise by the Member by prior written notice to the Board from time to time, the Board is hereby authorized and empowered on behalf and in the name of the Company to: (i) direct the formulation of investment policies and strategies for the Company and select and approve the investment of Company funds; (ii) administer, negotiate, enforce and/or oversee employee compensation, employee benefit plans and arrangements and collective bargaining agreements and negotiations; (iii) open, maintain and close bank accounts and draw checks or other orders for the payment of money and open, maintain and close brokerage, mutual fund and other accounts; (iv) engage and terminate consultants, attorneys, accountants and such other agents, employees and representatives for itself and for the Company as it may deem necessary or advisable, and authorize any such agent, employee or representative to act for or on behalf of the Company; (v) negotiate and enter into contracts or agreements with vendors, customers, partners and suppliers; (vi) subject to its ultimate responsibility for the management of the Company, delegate any of its duties hereunder to any other person, entity or committee, and in furtherance of any such delegation, to appoint, employ, or contract with any person or entity it may in its sole discretion deem necessary or desirable for the transaction of the business of the Company, which person or entity may administer the day-to-day operations of the Company; (vii) institute, prosecute, settle, compromise or defend any claim, proceeding, trial, hearing, or other civil or criminal activity instituted by, on behalf of or against the Company; (viii) make any tax election or decision to be made by the Company under the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder; and (ix) make and perform such other agreements and undertakings as may be necessary or advisable to the carrying out of any of the foregoing powers, objects or purposes.

POWERS AND DUTIES OF THE BOARD. Except as otherwise explicitly ------------------------------- provided herein and subject to Section 10(b), the Board shall have the power on behalf and in the name of the Company to implement any and all of the objectives of the Company and to exercise any and all rights and powers the Company may possess. Without limiting the foregoing general powers and duties and except as may be expressly provided otherwise by the Member by prior written notice to the Board from time to time, the Board is hereby authorized and empowered on behalf and in the name of the Company to: (i) direct the formulation of investment policies and strategies for the Company and select and approve the investment of Company fundsfunds in accordance with investment guidelines approved by the Member; (ii) administer, negotiate, enforce and/or oversee employee compensation, employee benefit plans and arrangements and collective bargaining agreements and negotiations; (iii) open, maintain and close bank accounts and draw checks or other orders for the payment of money and open, maintain and close brokerage, mutual fund and other accounts; (iv) engage and terminate consultants, attorneys, accountants and such other agents, employees and representatives for itself and for the Company as it may deem necessary or advisable, and authorize any such agent, employee or representative to act for or on behalf of the Company; (v) negotiate and enter into contracts or agreements with vendors, customers, partners and suppliers; (vi) subject to its ultimate responsibility for the management of the Company, delegate any of its duties hereunder to any other person, entity person or committeeentity, and in furtherance of any such delegation, to appoint, employ, or contract with any person or entity it may in its sole discretion deem necessary or desirable for the transaction of the business of the Company, which person or entity may administer the day-to-day operations of the Company; (vii) institute, prosecute, settle, compromise or defend any claim, proceeding, trial, hearing, or other civil or criminal activity instituted by, on behalf of or against the Company; (viii) make any tax election or decision to be made by the Company under the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder; andand 4 (ix) make and perform such other agreements and undertakings as may be necessary or advisable to the carrying out of any of the foregoing powers, objects or purposes.