Common use of Powers of the Company Clause in Contracts

Powers of the Company. 5.1 The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2, including, but not limited to, the power: (a) to conduct its business, carry on its operations and have and exercise the powers granted to a limited liability company by the Act in any state, territory, district or possession of the United States or in any foreign country that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (b) to acquire, by purchase, lease, contribution of property or otherwise, and to own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (c) to enter into, perform and carry out contracts of any kind, including, without limitation, contracts with the Member, any Manager (as hereinafter defined) or any person or other entity that directly or indirectly controls, is controlled by, or is under common control with the Member (any such person or entity, an "Affiliate"), or any agent of the Company necessary to, in connection with, convenient to, or incidental to, the accomplishment of the purpose of the Company. For purposes of the definition of Affiliate, the term "control" means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities or otherwise; (d) to 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 (including, without limitation, the power to be admitted as a partner thereof and to exercise the rights and perform the duties created thereby), trusts, limited liability companies (including, without limitation, the power to be admitted as a member or appointed as a manager thereof and to exercise the rights and perform the duties created thereby), and other entities or individuals, or direct or indirect obligations of the United States or any foreign country or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (e) to lend money for any proper purpose, to invest and reinvest its funds, and to take and hold real and personal property for the payment of funds so loaned or invested; (f) to xxx and be sued, complain and defend and participate in administrative or other proceedings, in its name; (g) to appoint employees and agents of the Company, and define their duties and fix their compensation; (h) to indemnify any person or entity and to obtain any and all types of insurance; (i) to cease its activities and cancel its insurance; (j) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease, contract or security agreement in respect of any assets of the Company; (k) to borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company; (l) to guarantee indebtedness, including indebtedness of subsidiaries of the Company; (m) to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities; and (n) to make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company. 5.2 The Company may merge with, or consolidate into, another Delaware limited liability company or other business entity (as defined in Section 18-209(a) of the Act) upon the written consent of the Member, in its sole discretion.

Powers of the Company. 5.1 (a) The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2, including, but not limited to, the power: (aA) to conduct its business, carry on its operations and have and exercise the powers granted to a limited liability company by the Act in any state, territory, district or possession of the United States or in any foreign country that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (bB) to acquire, by purchase, lease, contribution of property or otherwise, and to own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (cC) to enter into, perform and carry out contracts of any kind, including, without limitation, contracts with the Member, any Manager (as hereinafter defined) or any person or other entity that directly or indirectly controls, is controlled by, or is under common control with the Member (any such person or entity, an "“Affiliate"”), or any agent of the Company necessary to, in connection with, convenient to, or incidental to, the accomplishment of the purpose of the Company. For purposes of the definition of Affiliate, the term "“control" ” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities or otherwise; (dD) to 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 (including, without limitation, the power to be admitted as a partner thereof and to exercise the rights and perform the duties created thereby), trusts, limited liability companies (including, without limitation, the power to be admitted as a member or appointed as a manager thereof and to exercise the rights and perform the duties created thereby), and other entities or individuals, or direct or indirect obligations of the United States or any foreign country or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (eE) to lend money for any proper purpose, to invest and reinvest its funds, and to take and hold real and personal property for the payment of funds so loaned or invested; (fF) to xxx and be sued, complain and defend and participate in administrative or other proceedings, in its name; (gG) to appoint employees and agents of the Company, and define their duties and fix their compensation; (hH) to indemnify any person or entity and to obtain any and all types of insurance; (iI) to cease its activities and cancel its insurance; (jJ) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease, contract or security agreement in respect of any assets of the Company; (kK) to borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company; (lL) to guarantee indebtedness, including indebtedness of subsidiaries of the Company; (mM) to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities; and (nN) to make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company. 5.2 (b) The Company may merge with, or consolidate into, another Delaware Minnesota limited liability company or other business entity (as defined in Section 18-209(a) of the Act) upon the written consent of the Member, in its sole discretion.

Powers of the Company. 5.1 (i) The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to to, or for the furtherance of of, the purpose set forth in Section 21, including, but not limited to, the power: (a) to conduct its business, carry on its operations and have and exercise the powers granted to a limited liability company by the Delaware Act in any state, territory, district or possession of the United States States, or in any foreign country that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (b) to acquire, by purchase, lease, contribution of property or otherwise, and to own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (c) to enter into, perform and carry out contracts of any kind, including, without limitation, contracts with the Member, any Manager (as hereinafter defined) Member or any person or other entity that directly or indirectly controls, is controlled by, or is under common control with the Member (any such person or entity, an "“Affiliate"”), or any agent of the Company necessary to, in connection with, convenient to, or incidental to, the accomplishment of the purpose of the Company. For purposes of the definition of Affiliate, the term "“control" ” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities or otherwise; (d) to 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 in, or obligations of of, domestic or foreign corporations, associations, general or limited partnerships (including, without limitation, the power to be admitted as a partner thereof and to exercise the rights and perform the duties created thereby), trusts, limited liability companies (including, without limitation, the power to be admitted as a member or appointed as a manager thereof and to exercise the rights and perform the duties created thereby), and other entities or individuals, or direct or indirect obligations of the United States or any foreign country or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (e) to lend money for any proper purpose, to invest and reinvest its funds, and to take and hold real and personal property for the payment of funds so loaned or invested; (f) to xxx and be sued, complain and defend and participate in administrative or other proceedings, in its name; (g) to appoint employees and agents of the Company, and define their duties and fix their compensation; (h) to indemnify any person or entity and to obtain any and all types of insurance; (i) to cease its activities and cancel its insurance; (j) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease, contract or security agreement in respect of any assets of the Company; (k) to borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company; (l) to guarantee indebtedness, including indebtedness of subsidiaries of the Company; (m) to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of of, or against against, the Company or to hold such proceeds against the payment of contingent liabilities; and (nm) to make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company. 5.2 (ii) The Company may merge with, or consolidate into, another Delaware limited liability company or other business entity (as defined in Section 18-209(a) of the Delaware Act) upon the written consent approval of the Member, in its sole discretion.

Powers of the Company. 5.1 (i) The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2, including, but not limited to, the power: (a) to conduct its business, carry on its operations and have and exercise the powers granted to a limited liability company by the Delaware LLC Act in any state, territory, district or possession of the United States States, or in any foreign country that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (b) to acquire, by purchase, lease, contribution of property or otherwise, and to own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (c) to enter into, perform and carry out contracts of any kind, including, without limitation, contracts with the Member, any Manager (as hereinafter defined) Member or any person or other entity that directly or indirectly controls, is controlled by, or is under common control with the Member (any such person or entity, an "“Affiliate"”), or any agent of the Company necessary to, in connection with, convenient to, or incidental to, the accomplishment of the purpose of the Company. For purposes of the definition of Affiliate, the term "“control" ” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities or otherwise; (d) to 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 (including, without limitation, the power to be admitted as a partner thereof and to exercise the rights and perform the duties created thereby), trusts, limited liability companies (including, without limitation, the power to be admitted as a member or appointed as a manager thereof and to exercise the rights and perform the duties created thereby), and other entities or individuals, or direct or indirect obligations of the United States or any foreign country or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (e) to lend money for any proper purpose, to invest and reinvest its funds, and to take and hold real and personal property for the payment of funds so loaned or invested; (f) to xxx and be sued, complain and defend and participate in administrative or other proceedings, in its name; (g) to appoint employees and agents of the Company, and define their duties and fix their compensation; (h) to indemnify any person or entity and to obtain any and all types of insurance; (i) to cease its activities and cancel its insurance; (j) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease, contract or security agreement in respect of any assets of the Company; (k) to borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company; (l) to guarantee indebtedness, including indebtedness of subsidiaries of the Company; (m) to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities; and (nm) to make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company. 5.2 (ii) The Company may merge with, or consolidate into, another Delaware limited liability company or other business entity (as defined in Section 18-209(a) of the Delaware LLC Act) upon the written consent approval of the Member, in its sole discretion. (iii) All real and personal property of the Company shall be owned by the Company as an entity. The Member shall not have any interest in any specific property of the Company. The interest of the Member in the Company is personal property.

Powers of the Company. 5.1 (a) The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2, including, but not limited to, the power: (aA) to conduct its business, carry on its operations and have and exercise the powers granted to a limited liability company by the Act in any state, territory, district or possession of the United States or in any foreign country that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (bB) to acquire, by purchase, lease, contribution of property or otherwise, and to own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (cC) to enter into, perform and carry out contracts of any kind, including, without limitation, contracts with the Member, any Manager (as hereinafter defined) or any person or other entity that directly or indirectly controls, is controlled by, or is under common control with the Member (any such person or entity, an "“Affiliate"”), or any agent of the Company necessary to, in connection with, convenient to, or incidental to, the accomplishment of the purpose of the Company. For purposes of the definition of Affiliate, the term "“control" ” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities or otherwise; (dD) to 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 (including, without limitation, the power to be admitted as a partner thereof and to exercise the rights and perform the duties created thereby), trusts, limited liability companies (including, without limitation, the power to be admitted as a member or appointed as a manager thereof and to exercise the rights and perform the duties created thereby), and other entities or individuals, or direct or indirect obligations of the United States or any foreign country or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (eE) to lend money for any proper purpose, to invest and reinvest its funds, and to take and hold real and personal property for the payment of funds so loaned or invested; (fF) to xxx and be sued, complain and defend and participate in administrative or other proceedings, in its name; (gG) to appoint employees and agents of the Company, and define their duties and fix their compensation; (hH) to indemnify any person or entity and to obtain any and all types of insurance; (iI) to cease its activities and cancel its insurance; (jJ) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease, contract or security agreement in respect of any assets of the Company; (kK) to borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company; (lL) to guarantee indebtedness, including indebtedness of subsidiaries of the Company; (mM) to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities; and (nN) to make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company. 5.2 (b) The Company may merge with, or consolidate into, another Delaware California limited liability company or other business entity (as defined in Section 18-209(a) of the Act) upon the written consent of the Member, in its sole discretion.

Powers of the Company. 5.1 (a) The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2, including, but not limited to, the power: (aA) to conduct its business, carry on its operations and have and exercise the powers granted to a limited liability company by the Act in any state, territory, district or possession of the United States or in any foreign country that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (bB) to acquire, by purchase, lease, contribution of property or otherwise, and to own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (cC) to enter into, perform and carry out contracts of any kind, including, without limitation, contracts with the Member, any Manager (as hereinafter defined) or any person or other entity that directly or indirectly controls, is controlled by, or is under common control with the Member (any such person or entity, an "“Affiliate"”), or any agent of the Company necessary to, in connection with, convenient to, or incidental to, the accomplishment of the purpose of the Company. For purposes of the definition of Affiliate, the term "“control" ” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities or otherwise; (dD) to 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 (including, without limitation, the power to be admitted as a partner thereof and to exercise the rights and perform the duties created thereby), trusts, limited liability companies (including, without limitation, the power to be admitted as a member or appointed as a manager thereof and to exercise the rights and perform the duties created thereby), and other entities or individuals, or direct or indirect obligations of the United States or any foreign country or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (eE) to lend money for any proper purpose, to invest and reinvest its funds, and to take and hold real and personal property for the payment of funds so loaned or invested; (fF) to xxx and be sued, complain and defend and participate in administrative or other proceedings, in its name; (gG) to appoint employees and agents of the Company, and define their duties and fix their compensation; (hH) to indemnify any person or entity and to obtain any and all types of insurance; (iI) to cease its activities and cancel its insurance; (jJ) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease, contract or security agreement in respect of any assets of the Company; (kK) to borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company; (lL) to guarantee indebtedness, including indebtedness of subsidiaries of the Company; (mM) to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities; and (nN) to make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company. 5.2 (b) The Company may merge with, or consolidate into, another Delaware South Carolina limited liability company or other business entity (as defined in Section 18-209(a) of the Act) upon the written consent of the Member, in its sole discretion.

Powers of the Company. 5.1 (a) The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2, including, but not limited to, the power: (aA) to conduct its business, carry on its operations and have and exercise the powers granted to a limited liability company by the Act in any state, territory, district or possession of the United States or in any foreign country that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (bB) to acquire, by purchase, lease, contribution of property or otherwise, and to own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (cC) to enter into, perform and carry out contracts of any kind, including, without limitation, contracts with the Member, any Manager (as hereinafter defined) or any person or other entity that directly or indirectly controls, is controlled by, or is under common control with the Member (any such person or entity, an "“Affiliate"”), or any agent of the Company necessary to, in connection with, convenient to, or incidental to, the accomplishment of the purpose of the Company. For purposes of the definition of Affiliate, the term "“control" ” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities or otherwise; (dD) to 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 (including, without limitation, the power to be admitted as a partner thereof and to exercise the rights and perform the duties created thereby), trusts, limited liability companies (including, without limitation, the power to be admitted as a member or appointed as a manager thereof and to exercise the rights and perform the duties created thereby), and other entities or individuals, or direct or indirect obligations of the United States or any foreign country or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (eE) to lend money for any proper purpose, to invest and reinvest its funds, and to take and hold real and personal property for the payment of funds so loaned or invested; (fF) to xxx and be sued, complain and defend and participate in administrative or other proceedings, in its name; (gG) to appoint employees and agents of the Company, and define their duties and fix their compensation; (hH) to indemnify any person or entity and to obtain any and all types of insurance; (iI) to cease its activities and cancel its insurance; (jJ) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease, contract or security agreement in respect of any assets of the Company; (kK) to borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company; (lL) to guarantee indebtedness, including indebtedness of subsidiaries of the Company; (mM) to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities; and (nN) to make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company. 5.2 (b) The Company may merge with, or consolidate into, another Delaware Indiana limited liability company or other business entity (as defined in Section 18-209(a) of the Act) upon the written consent of the Member, in its sole discretion.

Powers of the Company. 5.1 The Except as otherwise provided in this Agreement, the Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient or incidental to or for the furtherance of the purpose set forth in Section 23.1, including, but not limited to, the power: (a) to power to: conduct its business, carry on its operations and have and exercise the powers granted to a limited liability company by the Act in any state, territory, district or possession of the United States States, or in any foreign country country, that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (b) to acquire, by purchase, lease, contribution of property or otherwise, and to own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (c) to ; enter into, perform and carry out contracts of any kind, including, without limitation, contracts with the Directors, the Officers, any Member, any Manager (as hereinafter defined) Affiliate of any Director, any Officer or any person or other entity that directly or indirectly controls, is controlled by, or is under common control with the Member (any such person or entity, an "Affiliate")Member, or any agent or Affiliate of the Company necessary to, in connection with, convenient to, or incidental to, to the accomplishment of the purpose of the Company. For purposes , including transactions with Members and Affiliates of the definition of AffiliateCompany on terms that are not arms-length; lend money to, the term "control" means possessionborrow money from, directly act as surety, guarantor or indirectlyendorser for, provide collateral for, and transact other business with third parties including Members and Affiliates of the power Company, any Member, any Director or any Officer, including, without limitation, lending money to direct or cause the direction Affiliates of the management Company or the Members at the Company's effective cost of capital or otherwise or at less favorable rates and policies of an entity, whether through ownership of voting securities or otherwise; (d) to on less favorable terms than could be obtained by the Company in transactions with unrelated parties; 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 (including, without limitation, the power to be admitted as a partner thereof and to exercise the rights and perform the duties created thereby), trusts, limited liability companies (including, without limitation, the power to be admitted as a member or appointed as a manager thereof and to exercise the rights and perform the duties created therebythereof), and other entities or individuals, individuals or direct or indirect obligations of the United States or any foreign country or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (e) to ; lend money for any its proper purpose, to invest and reinvest its funds, and to take and hold real and personal property for the payment of funds so loaned or invested; (f) to ; xxx and be sued, complain and defend defend, and participate in administrative or other proceedings, in its name; (g) to ; appoint employees and agents of the Company, and define their duties and fix their compensation; (h) to ; indemnify any person or entity Person in accordance with the Act and to obtain any and all types of insurance; (i) to ; cease its activities and cancel its insurance; (j) to Certificate of Formation; negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease, contract or security agreement in respect of any assets of the Company; (k) to ; borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company; (l) to guarantee indebtedness, including indebtedness of subsidiaries of the Company; (m) to ; pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities; and (n) to and make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company. 5.2 The Company may merge with. Notwithstanding any other provision of this Agreement or any provision of law that otherwise so empowers the Company, any Member, the Board, any Officer or consolidate intoany other Person, another Delaware limited liability company no Member, Director, Officer or any other business entity Person shall be authorized or empowered, nor shall they permit the Company, (A) so long as defined in Section 18-209(a) no Event of Default has occurred and is continuing, take any Material Action without the Act) upon the prior written consent of the MemberMembers owning a majority of the Common Interests, voting as a single class, or (B) use any proceeds from the issuance of the Class A Preferred Membership Interests specified on Schedule A hereto other than (1) to pay for capital expenditures or the acquisition of capital assets, or (2) to repay debt incurred in its sole discretionconnection with the payment of capital expenditures or the acquisition of capital assets, or (3) to lend funds to Entergy Corporation in order for Entergy Corporation to pay for capital expenditures or the acquisition of capital assets, or to repay debt incurred in connection with the payment of capital expenditures or the acquisition of capital assets.

Powers of the Company. 5.1 (a) The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2, including, but not limited to, the power: (aA) to conduct its business, carry on its operations and have and exercise the powers granted to a limited liability company by the Act Code in any state, territory, district or possession of the United States or in any foreign country that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (bB) to acquire, by purchase, lease, contribution of property or otherwise, and to own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (cC) to enter into, perform and carry out contracts of any kind, including, without limitation, contracts with the Member, any Manager (as hereinafter defined) or any person or other entity that directly or indirectly controls, is controlled by, or is under common control with the Member (any such person or entity, an "“Affiliate"”), or any agent of the Company necessary to, in connection with, convenient to, or incidental to, the accomplishment of the purpose of the Company. For purposes of the definition of Affiliate, the term "“control" ” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities or otherwise; (dD) to 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 (including, without limitation, the power to be admitted as a partner thereof and to exercise the rights and perform the duties created thereby), trusts, limited liability companies (including, without limitation, the power to be admitted as a member or appointed as a manager thereof and to exercise the rights and perform the duties created thereby), and other entities or individuals, or direct or indirect obligations of the United States or any foreign country or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (eE) to lend money for any proper purpose, to invest and reinvest its funds, and to take and hold real and personal property for the payment of funds so loaned or invested; (fF) to xxx and be sued, complain and defend and participate in administrative or other proceedings, in its name; (gG) to appoint employees and agents of the Company, and define their duties and fix their compensation; (hH) to indemnify any person or entity and to obtain any and all types of insurance; (iI) to cease its activities and cancel its insurance; (jJ) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease, contract or security agreement in respect of any assets of the Company; (kK) to borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company; (lL) to guarantee indebtedness, including indebtedness of subsidiaries of the Company; (mM) to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities; and (nN) to make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company. 5.2 (b) The Company may merge with, or consolidate into, another Delaware Washington limited liability company or other business entity (as defined in Section 18-209(a) of the Act) upon the written consent of the Member, in its sole discretion.

Powers of the Company. 5.1 (i) The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to to, or for the furtherance of of, the purpose set forth in Section 2, including, but not limited to, the power: (a) to conduct its business, carry on its operations and have and exercise the powers granted to a limited liability company by the Delaware Act in any state, territory, district or possession of the United States States, or in any foreign country that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (b) to acquire, by purchase, lease, contribution of property or otherwise, and to own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (c) to enter into, perform and carry out contracts of any kind, including, without limitation, contracts with the Member, any Manager (as hereinafter defined) Member or any person or other entity that directly or indirectly controls, is controlled by, or is under common control with the Member (any such person or entity, an "“Affiliate"”), or any agent of the Company necessary to, in connection with, convenient to, or incidental to, the accomplishment of the purpose of the Company. For purposes of the definition of Affiliate, the term "“control" ” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities or otherwise; (d) to 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 in, or obligations of of, domestic or foreign corporations, associations, general or limited partnerships (including, without limitation, the power to be admitted as a partner thereof and to exercise the rights and perform the duties created thereby), trusts, limited liability companies (including, without limitation, the power to be admitted as a member or appointed as a manager thereof and to exercise the rights and perform the duties created thereby), and other entities or individuals, or direct or indirect obligations of the United States or any foreign country or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (e) to lend money for any proper purpose, to invest and reinvest its funds, and to take and hold real and personal property for the payment of funds so loaned or invested; (f) to xxx and be sued, complain and defend and participate in administrative or other proceedings, in its name; (g) to appoint employees and agents of the Company, and define their duties and fix their compensation; (h) to indemnify any person or entity and to obtain any and all types of insurance; (i) to cease its activities and cancel its insurance; (j) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease, contract or security agreement in respect of any assets of the Company; (k) to borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company; (l) to guarantee indebtedness, including indebtedness of subsidiaries of the Company; (m) to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of of, or against against, the Company or to hold such proceeds against the payment of contingent liabilities; and (nm) to make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company. 5.2 (ii) The Company may merge with, or consolidate into, another Delaware limited liability company or other business entity (as defined in Section 18-209(a) of the Delaware Act) upon the written consent approval of the Member, in its sole discretion.

Powers of the Company. 5.1 (i) The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2, including, but not limited to, the power: (a) to conduct its business, carry on its operations and have and exercise the powers granted to a limited liability company by the Delaware Act in any state, territory, district or possession of the United States States, or in any foreign country that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (b) to acquire, by purchase, lease, contribution of property or otherwise, and to own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (c) to enter into, perform and carry out contracts of any kind, including, without limitation, contracts with the Member, any Manager (as hereinafter defined) Member or any person or other entity that directly or indirectly controls, is controlled by, or is under common control with the Member (any such person or entity, an "“Affiliate"”), or any agent of the Company necessary to, in connection with, convenient to, or incidental to, the accomplishment of the purpose of the Company. For purposes of the definition of Affiliate, the term "“control" ” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities or otherwise; (d) to 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 (including, without limitation, the power to be admitted as a partner thereof and to exercise the rights and perform the duties created thereby), trusts, limited liability companies (including, without limitation, the power to be admitted as a member or appointed as a manager thereof and to exercise the rights and perform the duties created thereby), and other entities or individuals, or direct or indirect obligations of the United States or any foreign country or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (e) to lend money for any proper purpose, to invest and reinvest its funds, and to take and hold real and personal property for the payment of funds so loaned or invested; (f) to xxx and be sued, complain and defend and participate in administrative or other proceedings, in its name; (g) to appoint employees and agents of the Company, and define their duties and fix their compensation; (h) to indemnify any person or entity and to obtain any and all types of insurance; (i) to cease its activities and cancel its insurance; (j) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease, contract or security agreement in respect of any assets of the Company; (k) to borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company; (l) to guarantee indebtedness, including indebtedness of subsidiaries of the Company; (m) to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities; and (nm) to make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company. 5.2 (ii) The Company may merge with, or consolidate into, another Delaware limited liability company or other business entity, subject to restrictions and or limitations imposed on the Company and the other limited liability company or other business entity (as defined in Section 18-209(a) by the Delaware Act and any applicable laws of the Act) state of formation of such other limited liability company or other business entity, upon the written consent approval of the Member, in its sole discretion.

Powers of the Company. 5.1 (a) The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2, including, but not limited to, the power: (aA) to conduct its business, carry on its operations and have and exercise the powers granted to a limited liability company by the Act Code in any state, territory, district or possession of the United States or in any foreign country that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (bB) to acquire, by purchase, lease, contribution of property or otherwise, and to own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (cC) to enter into, perform and carry out contracts of any kind, including, without limitation, contracts with the Member, any Manager (as hereinafter defined) or any person or other entity that directly or indirectly controls, is controlled by, or is under common control with the Member (any such person or entity, an "“Affiliate"”), or any agent of the Company necessary to, in connection with, convenient to, or incidental to, the accomplishment of the purpose of the Company. For purposes of the definition of Affiliate, the term "“control" ” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities or otherwise; (dD) to 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 (including, without limitation, the power to be admitted as a partner thereof and to exercise the rights and perform the duties created thereby), trusts, limited liability companies (including, without limitation, the power to be admitted as a member or appointed as a manager thereof and to exercise the rights and perform the duties created thereby), and other entities or individuals, or direct or indirect obligations of the United States or any foreign country or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (eE) to lend money for any proper purpose, to invest and reinvest its funds, and to take and hold real and personal property for the payment of funds so loaned or invested; (fF) to xxx and be sued, complain and defend and participate in administrative or other proceedings, in its name; (gG) to appoint employees and agents of the Company, and define their duties and fix their compensation; (hH) to indemnify any person or entity and to obtain any and all types of insurance; (iI) to cease its activities and cancel its insurance; (jJ) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease, contract or security agreement in respect of any assets of the Company; (kK) to borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company; (lL) to guarantee indebtedness, including indebtedness of subsidiaries of the Company; (mM) to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities; and (nN) to make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company. 5.2 (b) The Company may merge with, or consolidate into, another Delaware Ohio limited liability company or other business entity (as defined in Section 18-209(a) of the Act) upon the written consent of the Member, in its sole discretion.

Powers of the Company. 5.1 The Company shall shall, subject to the other provisions of this Article III, have the power and authority to take any and all actions necessary, appropriate, advisable, incidental or convenient or incidental to to, or for the furtherance of the purpose set forth in Section 23.1, including, but not limited to, the power: (a) to conduct its business, business and carry on its operations and have and exercise the powers granted to a limited liability company by the Act in any state, territory, district or possession of the United States or in any foreign country that may be necessary, convenient or incidental to the accomplishment of the purpose purposes of the Company; (b) to acquire, acquire by purchase, repurchase, lease, contribution of property or otherwise, and to own, hold, operate, maintain, finance, improve, lease, sell, convey, assign, mortgage, transfer, demolish or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (c) to enter into, perform and carry out contracts of any kind, including, without limitation, contracts with the Member, any Manager (as hereinafter defined) or any person or other entity that directly or indirectly controls, is controlled by, or is under common control with the Member (any such person or entity, an "Affiliate"), or any agent of the Company necessary to, in connection with, convenient to, or incidental to, the accomplishment of the purpose of the Company. For purposes of the definition of Affiliate, the term "control" means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities or otherwiseStudent Loans; (dc) to purchase, take, receive, subscribe for for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose ofof (i) shares, and otherwise use and deal in and withunits, shares Securities or other interests in or obligations of domestic or foreign corporations, associations, general or limited partnerships partnerships, trusts, limited liability companies, trusts or other ventures and (ii) the income and proceeds thereof; (d) to act as a trustee, executor, nominee, bailee, director, officer, agent, partner, member, manager, unitholder, holder of a beneficial interest, fiduciary or administrator for any Person or entity and to exercise all other powers, duties, rights and responsibilities associated therewith; (e) to take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent, partner, member, manager, unitholder, holder of a beneficial interest, fiduciary, or administrator, including, without limitation, the power granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to be admitted as a partner thereof and to exercise the rights and perform the duties created thereby)evidence such waivers, trusts, limited liability companies (including, without limitation, the power to be admitted as a member consents or appointed as a manager thereof and to exercise the rights and perform the duties created thereby), and other entities or individuals, or direct or indirect obligations of the United States or any foreign country or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (e) to lend money for any proper purpose, to invest and reinvest its funds, and to take and hold real and personal property for the payment of funds so loaned or investedamendments; (f) to xxx enter into, perform and be suedcarry out contracts of any kind, complain and defend and participate in administrative including, without limitation, agreements to form one or more trusts or other proceedingscontracts with any Member, in its nameany affiliate thereof, or any agent of the Company that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (g) to borrow money and authorize, issue, sell and deliver evidences of indebtedness, or Securities and to secure, collateralize or otherwise back the same by a mortgage, pledge, other lien on, or other interests in, the assets of the Company; (h) to loan or invest or otherwise apply income from and proceeds of the assets of the Company; (i) to enter into interest rate, basis swap, cap, floor or collar arrangements or other hedging arrangements and management and administrative agreements in connection with the purposes of the Company; (j) to appoint employees officers and agents of the CompanyCompany and hire employees, and define their duties and fix their compensation; (hk) to indemnify any person Person or entity in accordance with the Delaware LLC Act and to obtain any and all types of insurance; (i) to cease its activities and cancel its insurance; (j) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease, contract or security agreement in respect of any assets of the Company; (k) to borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company; (l) to guarantee indebtednessxxx and be sued, including indebtedness of subsidiaries of the Companycomplain and defend, and participate in administrative or other proceedings, in its name; (m) to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities; and; (n) to maketake all actions in connection with a public or private offering, executeissuance and sale of securities by the Company or one or more of its affiliates, acknowledge including, without limitation (i) the preparation and file delivery of a disclosure document for investors in the securities and, if applicable, the preparation, execution, delivery and filing with the Securities and Exchange Commission of a registration statement with respect to the securities and any and all pre-effective and post-effective amendments to the registration statement, and applications or other appropriate requests for qualification of the securities and amendments thereto under applicable State Blue Sky Laws, (ii) filing, providing or authorizing the filing or provision of such other documents and information with all other governmental, regulatory and rating agencies in connection with such offer, issuance and sale and (iii) taking such actions in connection therewith on behalf of such affiliates as have been authorized by such affiliates to be taken by the Company; and (o) to engage in any activity and to exercise any powers permitted to limited liabilities companies under the laws of the State of Delaware that are related or instruments incidental to the foregoing and necessary, convenient or incidental advisable to accomplish the foregoing. The Company shall not engage in any business or activity other than in connection with or relating to the accomplishment of the purpose of the Companyactivities described above. 5.2 The Company may merge with, or consolidate into, another Delaware limited liability company or other business entity (as defined in Section 18-209(a) of the Act) upon the written consent of the Member, in its sole discretion.

Powers of the Company. 5.1 (a) The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2, including, but not limited to, the power: (aA) to conduct its business, carry on its operations and have and exercise the powers granted to a limited liability company by the Act Statutes in any state, territory, district or possession of the United States or in any foreign country that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (bB) to acquire, by purchase, lease, contribution of property or otherwise, and to own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (cC) to enter into, perform and carry out contracts of any kind, including, without limitation, contracts with the Member, any Manager (as hereinafter defined) or any person or other entity that directly or indirectly controls, is controlled by, or is under common control with the Member (any such person or entity, an "“Affiliate"”), or any agent of the Company necessary to, in connection with, convenient to, or incidental to, the accomplishment of the purpose of the Company. For purposes of the definition of Affiliate, the term "“control" ” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities or otherwise; (dD) to 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 (including, without limitation, the power to be admitted as a partner thereof and to exercise the rights and perform the duties created thereby), trusts, limited liability companies (including, without limitation, the power to be admitted as a member or appointed as a manager thereof and to exercise the rights and perform the duties created thereby), and other entities or individuals, or direct or indirect obligations of the United States or any foreign country or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (eE) to lend money for any proper purpose, to invest and reinvest its funds, and to take and hold real and personal property for the payment of funds so loaned or invested; (fF) to xxx and be sued, complain and defend and participate in administrative or other proceedings, in its name; (gG) to appoint employees and agents of the Company, and define their duties and fix their compensation; (hH) to indemnify any person or entity and to obtain any and all types of insurance; (iI) to cease its activities and cancel its insurance; (jJ) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease, contract or security agreement in respect of any assets of the Company; (kK) to borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company; (lL) to guarantee indebtedness, including indebtedness of subsidiaries of the Company; (mM) to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities; and (nN) to make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company. 5.2 (b) The Company may merge with, or consolidate into, another Delaware Oregon limited liability company or other business entity (as defined in Section 18-209(a) of the Act) upon the written consent of the Member, in its sole discretion.

Powers of the Company. 5.1 (i) The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to to, or for the furtherance of of, the purpose set forth in Section 2, including, but not limited to, the power: (a) to conduct its business, carry on its operations and have and exercise the powers granted to a limited liability company by the Delaware Act in any state, territory, district or possession of the United States States, or in any foreign country that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (b) to acquire, by purchase, lease, contribution of property or otherwise, and to own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (c) to enter into, perform and carry out contracts of any kind, including, without limitation, contracts with the Member, any Manager (as hereinafter defined) Member or any person or other entity that directly or indirectly controls, is controlled by, or is under common control with the Member (any such person or entity, an "“Affiliate"”), or any agent of the Company necessary to, in connection with, convenient to, or incidental to, the accomplishment of the purpose of the Company. For purposes of the definition of Affiliate, the term "“control" ” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities or otherwise; (d) to 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 in, or obligations of of, domestic or foreign corporations, associations, general or limited partnerships (including, without limitation, the power to be admitted as a partner thereof and to exercise the rights and perform the duties created thereby), trusts, limited liability companies (including, without limitation, the power to be admitted as a member or appointed as a manager thereof and to exercise the rights and perform the duties created thereby), and other entities or individuals, or direct or indirect obligations of the United States or any foreign country or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (e) to lend money for any proper purpose, to invest and reinvest its funds, and to take and hold real and personal property for the payment of funds so loaned or invested; (f) to xxx and be sued, complain and defend and participate in administrative or other proceedings, in its name; (g) to appoint employees and agents of the Company, and define their duties and fix their compensation; (h) to indemnify any person or entity and to obtain any and all types of insurance; (i) to cease its activities and cancel its insurance; (j) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease, contract or security agreement in respect of any assets of the Company; (k) to borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company; (l) to guarantee indebtedness, including indebtedness of subsidiaries of the Company; (m) to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of of, or against against, the Company or to hold such proceeds against the payment of contingent liabilities; and (nm) to make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company. 5.2 (n) The Company may merge with, convert to, or consolidate into, another Delaware limited liability company or other business entity (as defined in Section 18-209(a) of the Delaware Act) upon the written consent approval of the Member, in its sole discretion.

Powers of the Company. 5.1 3.2.1 The Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient or incidental to or for the furtherance of the purpose set forth in Section 23.1, including, but not limited to, the power: (a) to conduct its business, carry on its operations and have and exercise the powers granted to a limited liability company by the Kansas Act in any state, territory, district or possession of the United States States, or in any foreign country that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (b) to acquire, acquire by purchase, lease, contribution of property or otherwise, and to own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (c) to act as the manager of a Subsidiary and to exercise all of the powers, duties, rights and responsibilities associated therewith; (d) to take any and all actions necessary, convenient or appropriate as a manager of a Subsidiary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (e) to enter into, perform and carry out contracts of any kind, including, without limitation, contracts with the any Member, any Manager (as hereinafter defined) or any person or other entity that directly or indirectly controls, is controlled by, or is under common control with the Member (any such person or entity, an "Affiliate")Affiliate thereof, or any agent of the Company necessary to, in connection with, convenient to, or incidental to, to the accomplishment of the purpose of the Company. For purposes of the definition of Affiliate, the term "control" means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities or otherwise; (df) to 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 (including, without limitation, the power to be admitted as a partner thereof and to exercise the rights and perform the duties created thereby), trusts, limited liability companies (including, without limitation, the power to be admitted as a member or appointed as a manager thereof and to exercise the rights and perform the duties created thereby), and other entities or individuals, individuals or direct or indirect obligations of the United States or any foreign country or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (eg) to lend money for any its proper purpose, to invest and reinvest its funds, and to take and hold real and personal property for the payment of funds so loaned or invested; (fh) to xxx and be sued, complain and defend defend, and participate in administrative or other proceedings, in its name; (gi) to appoint employees and agents of the Company (who may be designated as Managers of the Company), and define their duties and fix their compensation; (hj) to indemnify any person or entity Person in accordance with the Kansas Act and to obtain any and all types of insurance; (ik) to cease its activities and cancel its insuranceArticles; (j1) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease, contract or security agreement in respect of any assets of the Company; (km) to borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company; (l) to guarantee indebtedness, including indebtedness of subsidiaries of the Company; (mn) to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities; and (no) to make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company. 5.2 3.2.2 The Company, and on behalf of the Company, a designated Manager may enter into and perform the operating agreement of any Subsidiary without any further act, vote or approval of any Member notwithstanding any other provision of this Agreement, the Kansas Act or other applicable law. The Managers may authorize any Person (including, without limitation, any Member or Manager) to enter into and perform any other document on behalf of the Company. 3.2.3 The Company may merge with, or consolidate into, another Delaware Kansas limited liability company or other business entity (as defined in Section 18-209(a) upon approval by a majority vote of the Act) upon the written consent of the Member, in its sole discretionMembers.

Powers of the Company. 5.1 (i) The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2, including, but not limited to, the power: (a) to conduct its business, carry on its operations and have and exercise the powers granted to a limited liability company by the Act in any state, territory, district or possession of the United States or in any other foreign country that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (b) to acquire, by purchase, lease, contribution of property or otherwise, and to own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (c) to enter into, perform and carry out contracts of any kind, including, without limitation, contracts with the Member, any Manager (as hereinafter defined) Member or any person or other entity that directly or indirectly controls, is controlled by, or is under common control with the Member (any such person or entity, an "“Affiliate"”), or any agent of the Company necessary to, in connection with, convenient to, or incidental to, the accomplishment of the purpose of the Company. For purposes of the definition of Affiliate, the term "“control" ” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities or otherwise; (d) to 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 (including, without limitation, the power to be admitted as a partner thereof and to exercise the rights and perform the duties created thereby), trusts, limited liability companies (including, without limitation, the power to be admitted as a member or appointed as a manager thereof and to exercise the rights and perform the duties created thereby), and other entities or individuals, or direct or indirect obligations of the United States or any foreign country or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (e) to lend money for any proper purpose, to invest and reinvest its funds, and to take and hold real and personal property for the payment of funds so loaned or invested; (f) to xxx sxx and be sued, complain and defend and participate in administrative or other proceedings, in its name; (g) to appoint employees and agents of the Company, and define their duties and fix their compensation; (h) to indemnify any person or entity and to obtain any and all types of insurance; (i) to cease its activities and cancel its insurance; (j) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease, contract or security agreement in respect of any assets of the Company; (k) to borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company; (l) to guarantee indebtedness, including indebtedness of subsidiaries of the Company; (m) to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities; and (nm) to make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company. 5.2 (ii) The Company may merge with, or consolidate into, another Delaware Florida limited liability company or other business entity (as defined in Section 18-209(a) 608.438 of the Act) upon the written consent approval of the Member, in its sole discretion.

Powers of the Company. 5.1 The Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, convenient or incidental to or for the furtherance of the purpose purposes set forth in Section 21.5 hereof, including, but not limited to, to the power: (a) to conduct its business, carry on its operations and have and exercise the powers granted to a limited liability company by the Act in any state, territory, district or possession of the United States or in any foreign country jurisdiction that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (b) to acquire, acquire by purchase, lease, contribution of property or otherwise, and to own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (c) to enter into, perform and carry out contracts of any kind, including, without limitation, contracts with the Member, any Manager (as hereinafter defined) Member or any person or other entity that directly or indirectly controls, is controlled by, or is under common control with the Member (any such person or entity, an "Affiliate")affiliate thereof, or any agent of the Company necessary to, in connection with, convenient to, or incidental to, to the accomplishment of the purpose of the Company. For purposes of the definition of Affiliate, the term "control" means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities or otherwise; (d) to 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 partnerships; (including, without limitation, the power to be admitted as a partner thereof and to exercise the rights and perform the duties created thereby), trusts, limited liability companies (including, without limitation, the power to be admitted as a member or appointed as a manager thereof and to exercise the rights and perform the duties created thereby), and other entities or individuals, individuals or direct or indirect obligations of the United States or any foreign country or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (e) to lend money for any proper purpose, to invest and reinvest its funds, and to take and hold real and personal property for the payment of funds so loaned or invested; (f) to xxx and be sued, complain and defend defend, and participate in administrative or other proceedings, in its name; (g) to appoint employees and agents of the Company, and define their duties and fix their compensation; (h) to indemnify any person or entity Person in accordance with the Act and to obtain any and all types of insurance; (i) to cease its activities and cancel its insuranceCertificate; (j) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease, contract or security other agreement in respect of any assets and/or operations of the Company; (k) to borrow money and issue evidences evidence of indebtedness, and to secure the same by a mortgageone or more mortgages, pledge pledges or other lien liens on any or all of the assets of the Company; (l) to guarantee indebtedness, including indebtedness of subsidiaries of the Company; (m) to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such any proceeds and/or other sums or assets against the payment of contingent liabilities; and (nm) to make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company. 5.2 The Company may merge with, or consolidate into, another Delaware limited liability company or other business entity (as defined in Section 18-209(a) of the Act) upon the written consent of the Member, in its sole discretion.

Powers of the Company. 5.1 The (a) Subject to the provisions of this Agreement, the Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient or incidental to or for the furtherance of the purpose purposes set forth in Section 23.1, including, but not limited towithout limitation, the powerpower to do the following: (ai) to conduct its business, carry on its operations and have and exercise the powers granted to a limited liability company by the Act in any state, territory, district or possession of the United States or in any foreign country that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (b) to acquire, acquire by purchase, lease, contribution of property or otherwise, and to own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property property, tangible and intangible, that may be necessary, convenient or incidental to the accomplishment of the purpose purposes of the Company; (cii) to enter into, perform and carry out contracts of any kind, including, without limitation, contracts with the any Member, any Manager (as hereinafter defined) or any person or other entity that directly or indirectly controls, is controlled by, or is under common control with the Member (any such person or entity, an "Affiliate")Affiliate thereof, or any agent of the Company necessary to, in connection with, convenient to, or incidental to, to the accomplishment of the purpose purposes of the Company. For purposes of the definition of Affiliate, the term "control" means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities or otherwise; (diii) to 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 (including, without limitation, the power to be admitted as a partner thereof and to exercise the rights and perform the duties created thereby), trusts, limited liability companies (including, without limitation, the power to be admitted as a member or appointed as a manager thereof and to exercise the rights and perform the duties created therebythereof), and other entities or individuals, individuals or direct or indirect obligations of the United States or any foreign country or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (eiv) to lend money for any its proper purpose, to invest and reinvest its funds, and to take and hold real and personal property as collateral security for the payment of funds so loaned or invested; (fv) to xxx sue and be sued, complain and defend defend, and participate in administrative or administrativx xr other proceedings, in its name; (gvi) to appoint employees and agents of the Company, and define their duties and fix their compensation; (hvii) to indemnify any person or entity Person in accordance with the Act and to obtain any and all types of insurance; (iviii) to cease its activities and cancel its insuranceCertificate of Formation; (jix) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease, contract or security agreement in respect of any assets of the Company; (kx) to borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company; (l) to guarantee indebtedness, including indebtedness of subsidiaries of the Company; (mxi) to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities; and (nxii) to make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company. 5.2 The Company may merge with, or consolidate into, another Delaware limited liability company or other business entity (as defined in Section 18-209(a) of the Act) upon the written consent of the Member, in its sole discretion.

Powers of the Company. 5.1 (a) The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2, including, but not limited to, the power: (aA) to conduct its business, carry on its operations and have and exercise the powers granted to a limited liability company by the Act in any state, territory, district or possession of the United States or in any foreign country that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (bB) to acquire, by purchase, lease, contribution of property or otherwise, and to own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (cC) to enter into, perform and carry out contracts of any kind, including, without limitation, contracts with the Member, any Manager (as hereinafter defined) or any person or other entity that directly or indirectly controls, is controlled by, or is under common control with the Member (any such person or entity, an "“Affiliate"”), or any agent of the Company necessary to, in connection with, convenient to, or incidental to, the accomplishment of the purpose of the Company. For purposes of the definition of Affiliate, the term "“control" ” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities or otherwise; (dD) to 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 (including, without limitation, the power to be admitted as a partner thereof and to exercise the rights and perform the duties created thereby), trusts, limited liability companies (including, without limitation, the power to be admitted as a member or appointed as a manager thereof and to exercise the rights and perform the duties created thereby), and other entities or individuals, or direct or indirect obligations of the United States or any foreign country or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (eE) to lend money for any proper purpose, to invest and reinvest its funds, and to take and hold real and personal property for the payment of funds so loaned or invested; (fF) to xxx and be sued, complain and defend and participate in administrative or other proceedings, in its name; (gG) to appoint employees and agents of the Company, and define their duties and fix their compensation; (hH) to indemnify any person or entity and to obtain any and all types of insurance; (iI) to cease its activities and cancel its insurance; (jJ) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease, contract or security agreement in respect of any assets of the Company; (kK) to borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company; (lL) to guarantee indebtedness, including indebtedness of subsidiaries of the Company; (mM) to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities; and (nN) to make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company. 5.2 (b) The Company may merge with, or consolidate into, another Delaware Michigan limited liability company or other business entity (as defined in Section 18-209(a) of the Act) upon the written consent of the Member, in its sole discretion.

Powers of the Company. 5.1 (i) The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2, including, but not limited to, the power: (a) to conduct its business, carry on its operations and have and exercise the powers granted to a limited liability company by the Delaware LLC Act in any state, territory, district or possession of the United States States, or in any foreign country that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (b) to acquire, by purchase, lease, contribution of property or otherwise, and to own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (c) to enter into, perform and carry out contracts of any kind, including, without limitation, contracts with the Member, any Manager (as hereinafter defined) Member or any person or other entity that directly or indirectly controls, is controlled by, or is under common control with the Member (any such person or entity, an "“Affiliate"”), or any agent of the Company necessary to, in connection with, convenient to, or incidental to, the accomplishment of the purpose of the Company. For purposes of the definition of Affiliate, the term "“control" ” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities or otherwise; (d) to purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use .use and deal in and with, shares or other interests in or obligations of domestic or foreign corporations, associations, general or limited partnerships (including, without limitation, the power to be admitted as a partner thereof and to exercise the rights and perform the duties created thereby), trusts, limited liability companies (including, without limitation, the power to be admitted as a member or appointed as a manager thereof and to exercise the rights and perform the duties created thereby), and other entities or individuals, or direct or indirect obligations of the United States or any foreign country or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (e) to lend money for any proper purpose, to invest and reinvest its funds, and to take and hold real and personal property for the payment of funds so loaned or invested; (f) to xxx and be sued, complain and defend and participate in administrative or other proceedings, in its name; (g) to appoint employees and agents of the Company, and define their duties and fix their compensation; (h) to indemnify any person or entity and to obtain any and all types of insurance; (i) to cease its activities and cancel its insurance; (j) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease, contract or security agreement in respect of any assets of the Company; (k) to borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company; (l) to guarantee indebtedness, including indebtedness of subsidiaries of the Company; (m) to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities; and (nm) to make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company. 5.2 (ii) The Company may merge with, or consolidate into, another Delaware limited liability company or other business entity (as defined in Section 18-209(a) of the Delaware LLC Act) upon the written consent approval of the Member, in its sole discretion. (iii) All real and personal property of the Company shall be owned by the Company as an entity. The Member shall not have any interest in any specific property of the Company. The interest of the Member in the Company is personal property.

Powers of the Company. 5.1 (a) The Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient or incidental to or for the furtherance of the purpose set forth in Section 23.1 hereof, including, but not limited to, the power: (ai) to conduct its business, carry on its operations and have and exercise the powers granted to a limited liability company by the New York Act in any state, territory, district or possession of the United States States, or in any foreign country that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (bii) to acquire, acquire by purchase, lease, contribution of property or otherwise, and to own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company, including without limitation, the acquisition of the Outstanding Interests; (ciii) to form subsidiary corporations, partnerships and limited liability companies and hold interests therein; (iv) to act as general partner of partnerships and a member or manager of limited liability companies, and to exercise all of the powers, duties, rights and responsibilities associated therewith; (v) to take any and all actions necessary, convenient or appropriate as a general partner, as a stockholder of a general partner, or as a limited partner of a partnership, or as a member or manager of a limited liability company, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (vi) to enter into, perform and carry out contracts of any kind, including, without limitation, contracts with the any Member, any Manager (as hereinafter defined) or any person or other entity that directly or indirectly controls, is controlled by, or is under common control with the Member (any such person or entity, an "Affiliate")Affiliate thereof, or any agent of the Company necessary to, in connection with, convenient to, or incidental to, to the accomplishment of the purpose of the Company. For purposes of the definition of Affiliate, the term "control" means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities or otherwise; (dvii) to 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 (including, without limitation, the power to be admitted as a partner thereof and to exercise the rights and perform the duties created thereby), trusts, limited liability companies (including, without limitation, the power to be admitted as a member or appointed as a manager thereof and to exercise the rights and perform the duties created therebythereof), and other entities or individuals, individuals or direct or indirect obligations of the United States or any foreign country or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (eviii) to lend money for any proper purposemoney, to invest and reinvest its funds, and to take and hold real and personal property for the payment of funds so loaned or invested; (fix) to xxx and be sued, complain and defend defend, and participate in administrative or other proceedings, in its name; (gx) to appoint employees and agents of the Company, and define their duties and fix their compensation; (hxi) to indemnify any person or entity Person in accordance with the New York Act and to obtain any and all types of insurance; (ixii) to cease its activities and cancel its insuranceCertificate; (jxiii) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease, contract or security agreement in respect of any assets of the Company; (kxiv) to borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company; (l) to guarantee indebtedness, including indebtedness of subsidiaries of the Company; (mxv) to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities; and (nxvi) to make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company. 5.2 (b) The Board of Managers may authorize any Person (including, without limitation, any Officer or Member) to enter into and perform any document on behalf of the Company, provided that if such entry or performance is in furtherance of a matter requiring a Supermajority Decision such authorization shall require the affirmative Supermajority Decision of the Board of Managers. (c) The Company may merge with, or consolidate into, another Delaware New York limited liability company or other business entity (as defined in Section 18-209(a) of the Act) upon the written consent of the Member, in its sole discretionentity.

Powers of the Company. 5.1 The Subject to the provisions of this Agreement, the Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, convenient or incidental to or for the furtherance of the purpose purposes set forth in Section 22.6, including, but not limited towithout limitation, the powerpower either directly or through one or more Subsidiaries or Affiliates: (aA) to conduct its business, carry on its operations and have and exercise the powers granted to a limited liability company by the Act in any state, territory, state or district or possession of the United States or in any foreign country that may be necessary, convenient or incidental to the accomplishment of the purpose of the CompanyStates; (bB) to acquire, acquire by purchase, lease, contribution of property or otherwise, and to rehabilitate, own, hold, operate, maintain, finance, refinance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purpose purposes of the Company; (cC) to enter into, perform and carry out contracts of any kind, including, without limitation, including contracts with the Member, any Manager (as hereinafter defined) Member or any person or other entity that directly or indirectly controls, is controlled by, or is under common control with the Member (any such person or entity, an "Affiliate"), Affiliate thereof or any agent of the Company necessary to, in connection with, convenient to, to or incidental to, to the accomplishment of the purpose purposes of the Company. For purposes , including agreements for the management of the definition of Affiliate, the term "control" means possession, directly or indirectly, affairs of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities or otherwiseCompany; (dD) to 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 (including, without limitation, including the power to be admitted as a partner thereof and to exercise the rights and perform the duties created thereby), trusts, limited liability companies (including, without limitation, including the power to be admitted as a member or appointed as a manager thereof and to exercise the rights and to perform the duties created thereby), and other entities ) or individuals, individuals or direct or indirect obligations of the United States or any foreign country or of any government, state, territoryState, governmental district or municipality or of any instrumentality of any of them; (eE) to lend money for any proper purpose, to invest and reinvest its funds, funds and to take and hold real and personal property for the payment of funds so loaned or invested; (fF) to xxx and be sued, complain and defend defend, and participate in administrative or other proceedings, in its name; (gG) to appoint employees and agents of the Company, Company and define their duties and fix their compensation; (hH) to indemnify any person or entity Person in accordance with the Act and to obtain any and all types of insurance; (iI) to cease its activities and cancel its insuranceCertificate; (jJ) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease, contract or security agreement in respect of any assets of the Company; (kK) to borrow money and issue evidences of indebtedness, indebtedness and guaranty indebtedness and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company; (l) to guarantee indebtedness, including indebtedness of subsidiaries of the Company; (mL) to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities; and (nM) to make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company. 5.2 The Company may merge with, or consolidate into, another Delaware limited liability company or other business entity (as defined in Section 18-209(a) of the Act) upon the written consent of the Member, in its sole discretion.