Common use of POWERS OF MANAGERS Clause in Contracts

POWERS OF MANAGERS. (a.) The Manager, or Managers if more than one, shall have no power to cause the Company to do an act outside the purpose of the Company as set forth in Article Four of this Agreement. Subject to the foregoing limitation and all other limitations in this Agreement, the Managers, acting jointly if more than one, shall have full, complete and exclusive power to manage and control the Company, and shall have the authority to take any action they deem to be necessary, convenient or advisable in connection with the management of the Company, including, but not limited to, the power and authority on behalf of the Company: i. To expend the Company's capital and revenues and to execute and deliver all checks, drafts, endorsements and other orders for the payment of Company funds; ii. To elect the Officers of the Company (in accordance with Article Eleven), and to employ agents, employees, accountants, attorneys, clerical help, and such other assistance and services as may seem proper, and to pay therefor such remuneration as the Managers may deem reasonable and appropriate; iii. To purchase, lease, rent, or otherwise acquire or obtain the use of office space, office equipment, materials, supplies, and all other kinds and types of real or personal property, and to incur expenses for such things, services and facilities, as may be deemed necessary, convenient or advisable for carrying on the business of the Company; iv. To carry, at the expense of the Company, insurance of the kinds and in the amounts that the Managers deem advisable or make other arrangements for payment of losses or liabilities to protect the Company or the Members, Managers, officers, agents and employees of the Company against loss or liability; v. To borrow money from any Person for any Company purpose on whatever terms and conditions the Managers deem advisable, to obligate the Company to repay the borrowed money, and in connection therewith, to encumber or hypothecate Company Property as security for such repayment by mortgage, deed of trust, pledge or otherwise; vi. To sell, transfer, assign, dispose of, trade, exchange, quitclaim, surrender, release or abandon Company property, or any interests therein, to any Person, including the Managers or their affiliates, and in connection therewith to receive such consideration as they deem fair and in the best interests of the Company; vii. To xxx and be sued, complain and defend in the name and on behalf of the Company; viii. To do all acts, take part in any proceedings, and exercise all rights and privileges as could an absolute owner of Company Property, subject to the limitations expressly stated in this Agreement and the faithful performance of the Managers' fiduciary obligations to the Company and the Members; ix. In the exercise of any of the foregoing powers, to negotiate, execute and perform, on any terms deemed desirable in the Managers' sole discretion, such agreements, contracts, leases, instruments and other documents as the Managers shall from time to time approve in accordance with, and subject to, the terms of this Agreement; and x. To take such other action and perform such other acts as the Managers deem necessary, convenient or advisable in carrying out the business of the Company. (b.) The enumeration of powers in this Agreement shall not limit the general or implied powers of the Managers or any additional powers provided by law. (c.) Notwithstanding the foregoing, the Managers may not cause the Company to do any of the following without the consent of the Members: i. Sell or issue new Interests to an existing Member or other Person; ii. Merge with or into another limited liability company, corporation or other entity, regardless of whether the Company is the surviving entity of such merger; iii. Reorganize the Company; iv. Take any action in contravention of this Agreement or the Certificate of Formation; v. Make an assignment for the benefit of creditors of the Company or file a voluntary petition under the federal Bankruptcy Code or any state insolvency law on behalf of the Company; vi. Confess any judgment against the Company; or vii. Do any act that would make it impossible to carry on the normal and ordinary business of the Company.

POWERS OF MANAGERS. (a.a) The Manager, or Managers if more than one, shall have no power to cause the Company to do an act outside the purpose of the Company as set forth in Article Four of this Agreement. Subject to the foregoing limitation and all other limitations in this Agreement, the Managers, acting jointly if more than one, shall have full, complete and exclusive power to manage and control the Company, and shall have the authority to take any action they deem to be necessary, convenient or advisable in connection with the management of the Company, including, but not limited to, the power and authority on behalf of the Company: i. To expend the Company's capital and revenues and to execute and deliver all checks, drafts, endorsements and other orders for the payment of Company funds; ii. To elect the Officers of the Company (in accordance with Article Eleven), and to employ agents, employees, accountants, attorneys, clerical help, and such other assistance and services as may seem proper, and to pay therefor such remuneration as the Managers may deem reasonable and appropriate; iii. To purchase, lease, rent, or otherwise acquire or obtain the use of office space, office equipment, materials, supplies, and all other kinds and types of real or personal property, and to incur expenses for such things, services and facilities, as may be deemed necessary, convenient or advisable for carrying on the business of the Company; iv. To carry, at the expense of the Company, insurance of the kinds and in the amounts that the Managers deem advisable or make other arrangements for payment of losses or liabilities to protect the Company or the Members, Managers, officers, agents and employees of the Company against loss or liability; v. To borrow money from any Person for any Company purpose on whatever terms and conditions the Managers deem advisable, to obligate the Company to repay the borrowed money, and in connection therewith, to encumber or hypothecate Company Property as security for such repayment by mortgage, deed of trust, pledge or otherwise; vi. To sell, transfer, assign, dispose of, trade, exchange, quitclaim, surrender, release or abandon Company property, or any interests therein, to any Person, including the Managers or their affiliates, and in connection therewith to receive such consideration as they deem fair and in the best interests of the Company; vii. To xxx and be sued, complain and defend in the name and on behalf of the Company; viii. To do all acts, take part in any proceedings, and exercise all rights and privileges as could an absolute owner of Company Property, subject to the limitations expressly stated in this Agreement and the faithful performance of the Managers' fiduciary obligations to the Company and the Members; ix. In the exercise of any of the foregoing powers, to negotiate, execute and perform, on any terms deemed desirable in the Managers' sole discretion, such agreements, contracts, leases, instruments and other documents as the Managers shall from time to time approve in accordance with, and subject to, the terms of this Agreement; and x. To take such other action and perform such other acts as the Managers deem necessary, convenient or advisable in carrying out the business of the Company. (b.b) The enumeration of powers in this Agreement shall not limit the general or implied powers of the Managers or any additional powers provided by law. (c.c) Notwithstanding the foregoing, the Managers may not cause the Company to do any of the following without the consent of the Members: i. Sell or issue new Interests to an existing Member or other Person; ii. Merge with or into another limited liability company, corporation or other entity, regardless of whether the Company is the surviving entity of such merger; iii. Reorganize the Company; iv. Take any action in contravention of this Agreement or the Certificate of Formation; v. Make an assignment for the benefit of creditors of the Company or file a voluntary petition under the federal Bankruptcy Code or any state insolvency law on behalf of the Company; vi. Confess any judgment against the Company; or vii. Do any act that would make it impossible to carry on the normal and ordinary business of the Company.

POWERS OF MANAGERS. (a.a) The ManagerManagers shall be appointed by the consent of the Members. The Members agree that the initial Manager shall be Sarax Xxxx. A second Manager will be appointed by the consent of the Members as soon as practicable. Managers may be removed by the Investment Committee or the Members for any reason or no reason with thirty (30) days written notice. Managers may resign at any time by giving thirty (30) days written notice to the Investment Committee. Any such removal or resignation of any Manager shall not affect any employment agreement between the Manager and eLoyalty Corporation. (b) Except as otherwise expressly provided in this Agreement, or including without limitation the provisions of Section 7.3 of the Agreement, which require the prior approval of the Investment Committee for certain actions, all management powers over the business and affairs of the Company shall be vested in the Managers. Any conflict between the Managers if more than oneshall be resolved by a majority of members of the Investment Committee. Subject to the terms of this Agreement and to limitations imposed by law, including, without limiting the foregoing, the Act, and provided the same shall not be prohibited under this Agreement, the Managers shall have no full power and authority to do all things and perform all acts specified in this Agreement or otherwise deemed necessary or desirable by it to conduct the business of the Company, to exercise all Company powers set forth in Section 3.2 hereof and to effectuate the Company purposes set forth in Section 3.1 hereof, including, without limitation, the full power to: (i) sell, transfer, assign or otherwise dispose of all or any portion of the assets of the Company (including a sale or other disposition of all of the Company assets which is effectuated in the form of a sale and conveyance of all the Company Interests), provided that a sale, transfer or other disposition of all or substantially all of the assets of the Company shall require the prior approval of the Investment Committee in accordance with Section 7.3(b)(iii) hereof; (ii) employ executive, management or other agents, administrative or secretarial personnel or other persons necessary for the operation, management or development of the Company as the Managers deem necessary or appropriate; (iii) cause the Company to do an act outside establish and maintain working capital reserves in such amounts as the purpose of the Company Managers deem necessary or appropriate from time to time; (iv) except as set forth prohibited in Article Four of this Agreement. Subject to the foregoing limitation and all other limitations Section 7.14(e), in this Agreement, the Managers, acting jointly if more than one, shall have full, complete and exclusive power to manage and control the Company, and shall have the authority to take any action they deem to be necessary, convenient or advisable in connection with the management furtherance of the Company's purposes and business, includingborrow money, but whether on a secured or unsecured basis, and/or guarantee the indebtedness of other entities in which the Company has an ownership interest; (v) enter into transactions with an Affiliate of a Member or Investment Committee member, provided that the price and other terms of such transactions are fair to the Company and are not limited to, less favorable to the power Company than those generally prevailing with respect to comparable transactions; (vi) execute and authority deliver such documents on behalf of the Company: i. To expend the Company's capital and revenues and to execute and deliver all checks, drafts, endorsements and other orders for the payment of Company funds; ii. To elect the Officers of the Company (in accordance with Article Eleven), and to employ agents, employees, accountants, attorneys, clerical help, and such other assistance and services as may seem proper, and to pay therefor such remuneration as the Managers may deem reasonable necessary or desirable for the Company's business, including, without limitation, guaranties and appropriateindemnities; iii. To purchase, lease, rent(vii) perform, or otherwise acquire cause to be performed, all of the Company's obligations under any agreement to which the Company is a party; (viii) retain or obtain engage attorneys and accountants, to the use of office space, office equipment, materials, supplies, and all other kinds and types of real or personal property, and to incur expenses for extent such things, professional services and facilities, as may be deemed necessary, convenient or advisable for carrying on are required during the business term of the Company; iv. To carry, at the expense of the Company, insurance of the kinds and in the amounts that the Managers deem advisable or make other arrangements for payment of losses or liabilities to protect the Company or the Members, Managers, officers, agents and employees of the Company against loss or liability; v. To borrow money from any Person for any Company purpose on whatever terms and conditions the Managers deem advisable, to obligate the Company to repay the borrowed money, and in connection therewith, to encumber or hypothecate Company Property as security for such repayment by mortgage, deed of trust, pledge or otherwise; vi. To sell, transfer, assign, dispose of, trade, exchange, quitclaim, surrender, release or abandon Company property, or any interests therein, to any Person, including the Managers or their affiliates, and in connection therewith to receive such consideration as they deem fair and in the best interests of the Company; vii. To xxx and be sued, complain and defend in the name and on behalf of the Company; viii. To do all acts, take part in any proceedings, and exercise all rights and privileges as could an absolute owner of Company Property, subject to the limitations expressly stated in this Agreement and the faithful performance of the Managers' fiduciary obligations to the Company and the Members; (ix. In the exercise of any of the foregoing powers, to negotiate, execute and perform, on any terms deemed desirable in the Managers' sole discretion, such agreements, contracts, leases, instruments and other documents as the Managers shall from time to time approve in accordance with, and subject to, the terms of this Agreement; and x. To take such other action and perform such other acts as the Managers deem necessary, convenient or advisable in carrying out the business of the Company. (b.) The enumeration of powers in this Agreement shall not limit the general or implied powers of the Managers or any additional powers provided by law. (c.) Notwithstanding the foregoing, the Managers may not cause the Company to obtain and maintain liability insurance for one or more of the Indemnitees hereunder, but only if the Managers determine in their sole discretion to obtain such insurance; (x) open and maintain bank accounts for the Company's funds and make short-term investments of the Company's funds prior to the Company's investment in other entities; (xi) cause the Company to enter into a merger or consolidation with any other Person or participate in a tax-free roll-up or convert, by merger or otherwise, into a Code Subchapter C corporation or any other type of entity merger, provided that the prior approval of the Investment Committee shall be required in accordance with Section 7.3(b)(iv) hereof; (xii) incur Start-Up Expenses, Operating Expenses, Investment Expenses, debt service costs, litigation costs (including without limitation all settlement costs), and indemnification costs; and (xiii) do any act which is necessary or desirable to carry out any of the following without the consent of the Members: i. Sell or issue new Interests to an existing Member or other Person; ii. Merge with or into another limited liability company, corporation or other entity, regardless of whether the Company is the surviving entity of such merger; iii. Reorganize the Company; iv. Take any action in contravention of this Agreement or the Certificate of Formation; v. Make an assignment for the benefit of creditors of the Company or file a voluntary petition under the federal Bankruptcy Code or any state insolvency law on behalf of the Company; vi. Confess any judgment against the Company; or vii. Do any act that would make it impossible to carry on the normal and ordinary business of the Companyforegoing.

POWERS OF MANAGERS. (a.) The Manager, or Managers if more than one, shall have no power to cause the Company to do an act outside the purpose of the Company as set forth in Article Four of this Agreementhereof. Subject to the foregoing limitation and all other limitations in this Agreement, the Managers, acting jointly if more than one, shall have full, complete and exclusive power to manage and control the Company, and shall have the authority to take any action they deem to be necessary, convenient or advisable in connection with the management of the Company, including, but not limited to, the power and authority on behalf of the Company: i. To expend the Company's capital and revenues and to execute and deliver all checks, drafts, endorsements and other orders for the payment of Company funds; ii. To elect the Officers of the Company (in accordance with Article Eleven), and to employ agents, employees, accountants, attorneys, clerical help, and such other assistance and services as may seem proper, and to pay therefor such remuneration as the Managers may deem reasonable and appropriate; iii. To purchase, lease, rent, or otherwise acquire or obtain the use of office space, office equipment, materials, supplies, and all other kinds and types of real or personal property, and to incur expenses for such things, services and facilities, as may be deemed necessary, convenient or advisable for carrying on the business of the Company; iv. To carry, at the expense of the Company, insurance of the kinds and in the amounts that the Managers deem advisable or make other arrangements for payment of losses or liabilities to protect the Company or the Members, Managers, officers, agents and employees of the Company against loss or liability; v. To borrow money from any Person for any Company purpose on whatever terms and conditions the Managers deem advisable, to obligate the Company to repay the borrowed money, and in connection therewith, to encumber or hypothecate Company Property as security for such repayment by mortgage, deed of trust, pledge or otherwise; vi. To sell, transfer, assign, dispose of, trade, exchange, quitclaim, surrender, release or abandon Company property, or any interests therein, to any Person, including the Managers or their affiliates, and in connection therewith to receive such consideration as they deem fair and in the best interests of the Company; vii. To xxx and be sued, complain and defend in the name and on behalf of the Company; viii. To do all acts, take part in any proceedings, and exercise all rights and privileges as could an absolute owner of Company Property, subject to the limitations expressly stated in this Agreement and the faithful performance of the Managers' fiduciary obligations to the Company and the Members; ix. In the exercise of any of the foregoing powers, to negotiate, execute and perform, on any terms deemed desirable in the Managers' sole discretion, such agreements, contracts, leases, instruments and other documents as the Managers shall from time to time approve in accordance with, and subject to, the terms of this Agreement; and x. To take such other action and perform such other acts as the Managers deem necessary, convenient or advisable in carrying out the business of the Company. (b.) The enumeration of powers in this Agreement shall not limit the general or implied powers of the Managers or any additional powers provided by law. (c.) Notwithstanding the foregoing, the Managers may not cause the Company to do any of the following without the consent of the Members: i. Sell or issue new Interests to an existing Member or other Person; ii. Merge with or into another limited liability company, corporation or other entity, regardless of whether the Company is the surviving entity of such merger; iii. Reorganize the Company; iv. Take any action in contravention of this Agreement or the Certificate of Formation; v. Make an assignment for the benefit of creditors of the Company or file a voluntary petition under the federal Bankruptcy Code or any state insolvency law on behalf of the Company; vi. Confess any judgment against the Company; or vii. Do any act that would make it impossible to carry on the normal and ordinary business of the Company.

POWERS OF MANAGERS. (a.a) The Manager, or Managers if more than one, shall have no power to cause the Company to do an act outside the purpose of the Company as set forth in Article Four of this Agreementhereof. Subject to the foregoing limitation and all other limitations in this Agreement, the Managers, acting jointly if more than one, shall have full, complete and exclusive power to manage and control the Company, and shall have the authority to take any action they deem to be necessary, convenient or advisable in connection with the management of the Company, including, but not limited to, the power and authority on behalf of the Company: i. (i) To expend the Company's capital and revenues and to execute and deliver all checks, drafts, endorsements and other orders for the payment of Company funds; (ii. ) To elect the Officers of the Company (in accordance with Article Eleven), and to employ agents, employees, accountants, attorneys, clerical help, and such other assistance and services as may seem proper, and to pay therefor such remuneration as the Managers may deem reasonable and appropriate; (iii. ) To purchase, lease, rent, or otherwise acquire or obtain the use of office space, office equipment, materials, supplies, and all other kinds and types of real or personal property, and to incur expenses for such things, services and facilities, as may be deemed necessary, convenient or advisable for carrying on the business of the Company; (iv. ) To carry, at the expense of the Company, insurance of the kinds and in the amounts that the Managers deem advisable or make other arrangements for payment of losses or liabilities to protect the Company or the Members, Managers, officers, agents and employees of the Company against loss or liability; v. (v) To borrow money from any Person for any Company purpose on whatever terms and conditions the Managers deem advisable, to obligate the Company to repay the borrowed money, and in connection therewith, to encumber or hypothecate Company Property as security for such repayment by mortgage, deed of trust, pledge or otherwise; (vi. ) To sell, transfer, assign, dispose of, trade, exchange, quitclaim, surrender, release or abandon Company property, or any interests therein, to any Person, including the Managers or their affiliates, and in connection therewith to receive such consideration as they deem fair and in the best interests of the Company; (vii. ) To xxx and be sued, complain and defend in the name and on behalf of the Company; (viii. ) To do all acts, take part in any proceedings, and exercise all rights and privileges as could an absolute owner of Company Property, subject to the limitations expressly stated in this Agreement and the faithful performance of the Managers' fiduciary obligations to the Company and the Members; (ix. ) In the exercise of any of the foregoing powers, to negotiate, execute and perform, on any terms deemed desirable in the Managers' sole discretion, such agreements, contracts, leases, instruments and other documents as the Managers shall from time to time approve in accordance with, and subject to, the terms of this Agreement; and x. (x) To take such other action and perform such other acts as the Managers deem necessary, convenient or advisable in carrying out the business of the Company. (b.) The enumeration of powers in this Agreement shall not limit the general or implied powers of the Managers or any additional powers provided by law. (c.) Notwithstanding the foregoing, the Managers may not cause the Company to do any of the following without the consent of the Members: i. Sell or issue new Interests to an existing Member or other Person; ii. Merge with or into another limited liability company, corporation or other entity, regardless of whether the Company is the surviving entity of such merger; iii. Reorganize the Company; iv. Take any action in contravention of this Agreement or the Certificate of Formation; v. Make an assignment for the benefit of creditors of the Company or file a voluntary petition under the federal Bankruptcy Code or any state insolvency law on behalf of the Company; vi. Confess any judgment against the Company; or vii. Do any act that would make it impossible to carry on the normal and ordinary business of the Company.

POWERS OF MANAGERS. (a.a) The Manager, or Managers if more than one, shall have no power to cause the Company to do an act outside the purpose of the Company as set forth in Article Four of this Agreementhereof. Subject to the foregoing limitation and all other limitations in this Agreement, the Managers, acting jointly if more than one, shall have full, complete and exclusive power to manage and control the Company, and shall have the authority to take any action they deem to be necessary, convenient or advisable in connection with the management of the Company, including, but not limited to, the power and authority on behalf of the Company: i. (i) To expend the Company's capital and revenues and to execute and deliver all checks, drafts, endorsements and other orders for the payment of Company funds; (ii. ) To elect the Officers of the Company (in accordance with Article Eleven), and to employ agents, employees, accountants, attorneys, clerical help, and such other assistance and services as may seem proper, and to pay therefor such remuneration as the Managers may deem reasonable and appropriate; (iii. ) To purchase, lease, rent, or otherwise acquire or obtain the use of office space, office equipment, materials, supplies, and all other kinds and types of real or personal property, and to incur expenses for such things, services and facilities, as may be deemed necessary, convenient or advisable for carrying on the business of the Company; (iv. ) To carry, at the expense of the Company, insurance of the kinds and in the amounts that the Managers deem advisable or make other arrangements for payment of losses or liabilities to protect the Company or the Members, Managers, officers, agents and employees of the Company against loss or liability; v. (v) To borrow money from any Person for any Company purpose on whatever terms and conditions the Managers deem advisable, to obligate the Company to repay the borrowed money, and in connection therewith, to encumber or hypothecate Company Property as security for such repayment by mortgage, deed of trust, pledge or otherwise; (vi. ) To sell, transfer, assign, dispose of, trade, exchange, quitclaim, surrender, release or abandon Company property, or any interests therein, to any Person, including the Managers or their affiliates, and in connection therewith to receive such consideration as they deem fair and in the best interests of the Company; (vii. ) To xxx and be sued, complain and defend in the name and on behalf of the Company; (viii. ) To do all acts, take part in any proceedings, and exercise all rights and privileges as could an absolute owner of Company Property, subject to the limitations expressly stated in this Agreement and the faithful performance of the Managers' fiduciary obligations to the Company and the Members; (ix. ) In the exercise of any of the foregoing powers, to negotiate, execute and perform, on any terms deemed desirable in the Managers' sole discretion, such agreements, contracts, leases, instruments and other documents as the Managers shall from time to time approve in accordance with, and subject to, the terms of this Agreement; and x. (x) To take such other action and perform such other acts as the Managers deem necessary, convenient or advisable in carrying out the business of the Company. (b.a) The enumeration of powers in this Agreement shall not limit the general or implied powers of the Managers or any additional powers provided by law. (c.b) Notwithstanding the foregoing, the Managers may not cause the Company to do any of the following without the consent of the Members: i. (i) Sell or issue new Interests to an existing Member or other Person; (ii. ) Merge with or into another limited liability company, corporation or other entity, regardless of whether the Company is the surviving entity of such merger; (iii. ) Reorganize the Company; (iv. ) Take any action in contravention of this Agreement or the Certificate of Formation; v. (v) Make an assignment for the benefit of creditors of the Company or file a voluntary petition under the federal Bankruptcy Code or any state insolvency law on behalf of the Company; (vi. ) Confess any judgment against the Company; or (vii. ) Do any act that would make it impossible to carry on the normal and ordinary business of the Company.

POWERS OF MANAGERS. (a.) The Manager, or Managers if more than one, shall have no power to cause Except for those situations in which the Company to do an act outside the purpose approval of the Company as set forth in Article Four Members is expressly required by or the authority of the Managers is limited by any provision of this Agreement. Subject to the foregoing limitation and all other limitations in this Agreement, or by non-waivable provisions of applicable law, the Managers, acting jointly if more than one, Managers shall have fullfull and complete authority, complete power, and exclusive power discretion to manage and control the business, affairs, and property of the Company, to make all decisions regarding those matters and shall have the authority to take perform any action they deem and all other acts or activities customary or incident to be necessary, convenient or advisable in connection with the management of the Company's business, including, but not limited to, the power and authority on behalf of the Companyto: i. To expend the Company's capital and revenues and to execute and deliver all checks, drafts, endorsements and other orders for the payment of Company funds; ii. To elect the Officers of the Company (in accordance with Article Eleven), and to employ agents, employees, accountants, attorneys, clerical help, and such other assistance and services as may seem proper, and to pay therefor such remuneration as the Managers may deem reasonable and appropriate; iii. To a) acquire by purchase, lease, rentor otherwise any personal property, tangible or intangible; (b) sell, dispose of, trade, or otherwise acquire or obtain exchange Company assets in the use ordinary course of office spacethe Company's business; (c) open bank accounts in the name of the Company, office equipmentcollect and expend receipts in furtherance of the operation and management of the Company, materialskeep all books of account and other records of the Company, and prepare and submit to the Members for approval an annual budget for the Company; (d) hire, discharge and supervise all labor and employees required for the operation and management of the Company, it being understood that all employees shall be deemed to be employees of the Company not of the Managers; (e) maintain physical properties, purchase supplies, and all other kinds and types of real or personal property, and to incur expenses for advertising, printing, travel, telephone and for such other services or things, services and facilitieswhether similar or dissimilar, as may be deemed by the Managers to be necessary, convenient or advisable for carrying the management and operation of the Company; (f) obtain trade financing incurred in the ordinary course of the Company's business; (g) purchase liability and other insurance to protect the Company's property and business; (h) hold and own any Company real and/or personal property in the name of the Company; (i) invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper, or other investments; (j) execute on behalf of the Company all instruments and documents necessary to or advisable for the business of the Company; iv. To carry(k) employ accountants, at the expense of the Companylegal counsel, insurance of the kinds and in the amounts that the Managers deem advisable managing agents, or make other arrangements experts to perform services for payment of losses or liabilities to protect the Company or the Members, Managers, officers, agents and employees of the to compensate them from Company against loss or liabilityfunds; v. To borrow money from (l) enter into any Person for any Company purpose on whatever terms and conditions the Managers deem advisable, to obligate the Company to repay the borrowed money, and in connection therewith, to encumber or hypothecate Company Property as security for such repayment by mortgage, deed of trust, pledge or otherwise; vi. To sell, transfer, assign, dispose of, trade, exchange, quitclaim, surrender, release or abandon Company property, or any interests therein, to any Person, including the Managers or their affiliates, and in connection therewith to receive such consideration as they deem fair and in the best interests of the Company; vii. To xxx and be sued, complain and defend in the name and all other agreements on behalf of the Company; viii. To do all acts, take part with any other Person for any purpose, in any proceedings, and exercise all rights and privileges as could an absolute owner of Company Property, subject to the limitations expressly stated in this Agreement and the faithful performance of the Managers' fiduciary obligations to the Company and the Members; ix. In the exercise of any of the foregoing powers, to negotiate, execute and perform, on any terms deemed desirable in the Managers' sole discretion, such agreements, contracts, leases, instruments and other documents forms as the Managers shall from time to time approve in accordance with, and subject to, the terms of this Agreementmay approve; and x. To take such other action (m) do and perform such all other acts as may be necessary or appropriate to the Managers deem necessary, convenient or advisable in carrying out the business conduct of the Company's business. (b.) The enumeration of powers in this Agreement shall not limit the general or implied powers of the Managers or any additional powers provided by law. (c.) Notwithstanding the foregoing, the Managers may not cause the Company to do any of the following without the consent of the Members: i. Sell or issue new Interests to an existing Member or other Person; ii. Merge with or into another limited liability company, corporation or other entity, regardless of whether the Company is the surviving entity of such merger; iii. Reorganize the Company; iv. Take any action in contravention of this Agreement or the Certificate of Formation; v. Make an assignment for the benefit of creditors of the Company or file a voluntary petition under the federal Bankruptcy Code or any state insolvency law on behalf of the Company; vi. Confess any judgment against the Company; or vii. Do any act that would make it impossible to carry on the normal and ordinary business of the Company.

POWERS OF MANAGERS. (a.a) The Manager, or Managers if more than one, shall have no power to cause the Company to do an act outside the purpose of the Company as set forth in Article Four of this Agreementhereof. Subject to the foregoing limitation and all other limitations in this Agreement, the Managers, acting jointly if more than one, shall have full, complete and exclusive power to manage and control the Company, and shall have the authority to take any action they deem to be necessary, convenient or advisable in connection with the management of the Company, including, but not limited to, the power and authority on behalf of the Company: i. (i) To expend the Company's capital and revenues and to execute and deliver all checks, drafts, endorsements and other orders for the payment of Company funds; (ii. ) To elect the Officers of the Company (in accordance with Article Eleven), and to employ agents, employees, accountants, attorneys, clerical help, and such other assistance and services as may seem proper, and to pay therefor such remuneration as the Managers may deem reasonable and appropriate; (iii. ) To purchase, lease, rent, or otherwise acquire or obtain the use of office space, office equipment, materials, supplies, and all other kinds and types of real or personal property, and to incur expenses for such things, services and facilities, as may be deemed necessary, convenient or advisable for carrying on the business of the Company; (iv. ) To carry, at the expense of the Company, insurance of the kinds and in the amounts that the Managers deem advisable or make other arrangements for payment of losses or liabilities to protect the Company or the Members, Managers, officers, agents and employees of the Company against loss or liability; v. (v) To borrow money from any Person for any Company purpose on whatever terms and conditions the Managers deem advisable, to obligate the Company to repay the borrowed money, and in connection therewith, to encumber or hypothecate Company Property as security for such repayment by mortgage, deed of trust, pledge or otherwise; (vi. ) To sell, transfer, assign, dispose of, trade, exchange, quitclaim, surrender, release or abandon Company property, or any interests therein, to any Person, including the Managers or their affiliates, and in connection therewith to receive such consideration as they deem fair and in the best interests of the Company; (vii. ) To xxx and be sued, complain and defend in the name and on behalf of the Company; (viii. ) To do all acts, take part in any proceedings, and exercise all rights and privileges as could an absolute owner of Company Property, subject to the limitations expressly stated in this Agreement and the faithful performance of the Managers' fiduciary obligations to the Company and the Members; (ix. ) In the exercise of any of the foregoing powers, to negotiate, execute and perform, on any terms deemed desirable in the Managers' sole discretion, such agreements, contracts, leases, instruments and other documents as the Managers shall from time to time approve in accordance with, and subject to, the terms of this Agreement; and x. (x) To take such other action and perform such other acts as the Managers deem necessary, convenient or advisable in carrying out the business of the Company. (b.b) The enumeration of powers in this Agreement shall not limit the general or implied powers of the Managers or any additional powers provided by law. (c.c) Notwithstanding the foregoing, the Managers may not cause the Company to do any of the following without the consent of the Members: i. (i) Sell or issue new Interests to an existing Member or other Person; (ii. ) Merge with or into another limited liability company, corporation or other entity, regardless of whether the Company is the surviving entity of such merger; (iii. ) Reorganize the Company; (iv. ) Take any action in contravention of this Agreement or the Certificate of Formation; v. (v) Make an assignment for the benefit of creditors of the Company or file a voluntary petition under the federal Bankruptcy Code or any state insolvency law on behalf of the Company; (vi. ) Confess any judgment against the Company; or (vii. ) Do any act that would make it impossible to carry on the normal and ordinary business of the Company.