Common use of Powers of the Members Clause in Contracts

Powers of the Members. (a) The Company shall be managed by its Members. Subject to the other provisions of this Section 5 and Section 6, each Member shall have the authority, on behalf of the Company, to do all things appropriate to the accomplishment of the purposes of the Company, including (but not limited to): (1) acquiring and selling, assigning and transferring installment obligations, leases, retail installment sales contracts, inventory loans, promissory notes, security agreements and receivables, (2) disbursing Company funds for Company purposes; (3) investing and reinvesting Company funds; (4) executing contracts, notes, mortgages and other writings; (5) employing attorneys, accountants, managers or other agents, which may include Affiliates of the Company; (6) paying all Company obligations; (7) performing all ministerial acts and duties relating to the payment of all indebtedness, taxes and assessments due or to become due with regard to any property of the Company; (8) purchasing and maintaining insurance on behalf of the Company against any liability or expense asserted against or incurred by the Company; (9) transacting the Company's business under an assumed name or name other than its name as set forth in the Certificate of Formation and filing a certificate of assumed name in any applicable jurisdiction; (10) appointing any Member or other person as agent for service of process on the Company as required by the law of any state in which the Company transacts business; (11) commencing, prosecuting or defending any proceeding in the Company's name; and (12) doing such other acts as may facilitate the Company's exercise of its powers, provided, however, that all such acts shall fall within the business purposes of the Company as set forth in this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, the Members shall ensure that the Company shall at all times have at least one Independent Member, which may be the sole Member, and no action of the type described in Section 6 shall occur without the consent of each such Independent Member. (c) The Members, acting by Majority Interest and by a written instrument, may from time to time delegate all or any of their powers or duties hereunder (except as provided in Section 6) to one or more Members. Any Member may by written instrument delegate any of its powers and duties (except as provided in Section 6) to any other Member, in which event any exercise or performance of such powers or duties by such Member shall be treated as the action of the delegating Member as well as the acting Member. (d) Each Member irrevocably appoints the other Members as its attorney-in-fact on its behalf and in its stead to execute, swear to and file the Certificate of Formation and any amendment or revocation of the Certificate of Formation and to execute, sign any Member's name to, swear to and file any writing, and to give any notice which may be required by any rule or law and which may be appropriate in order to effect any action by or on behalf of the Company or the Members taken as provided in this Agreement or which may be necessary or appropriate to correct any errors or omissions. This power of attorney is coupled with an interest and shall not be revoked by the act of any Member. This power of attorney shall survive (i) the subsequent dissolution or incapacity of the appointing Member and (ii) an assignment by any Member of its interest in the Company; provided, however, that where a Member's entire interest is assigned to an assignee who becomes a substitute Member in its stead this power shall survive for the sole purpose of enabling such Member to effect such substitution. Each Member shall provide 7-days' prior written notice of actions to be taken as attorney-in-fact on behalf of another Member and the acting Member shall be authorized to take such actions unless the other Member objects in writing within the 7-day notice period. (e) Xxxxx X. Xxxxxx, Xx. is hereby designated as an "authorized person" within the meaning of the Act, and has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, his powers as an "authorized person" ceased, and the Members, acting jointly or singly, thereupon became the designated "authorized persons" and shall continue as the designated "authorized persons" within the meaning of the Act. The Members, acting jointly or singly, shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in Michigan and in any other jurisdiction in which the Company may wish to conduct business. A copy of the Certificate of Formation or amendments will be provided to each Member upon his written request to the Company. (f) Subject to the other provisions of this Section 5 and Section 6, the Members shall have full power to act for and to bind the Company to the extent provided by Delaware law and this Agreement. Every contract, note, mortgage, lease, deed or other instrument executed by any Member shall be conclusive evidence that at the time of execution, this Company was then in existence, that this Agreement had not theretofore been terminated or amended in any manner and that the execution and delivery of such instrument was duly authorized by the Members. (g) Chrysler Financial Receivables Corporation and any successor member shall act as "tax matters partner" of the Company, as defined in Code Section 6231(a)(7).

Powers of the Members. (a) The Company shall be managed by its Members. Subject to the other provisions of this Section 5 Article Five and Section 6Article Six, each Member shall have the authority, on behalf of the Company, to do all things appropriate to for the accomplishment of the purposes of the Company, including (including, but not limited to): , (1i) acquiring and selling, assigning and transferring installment obligations, leases, retail installment sales sale or conditional sale contracts, inventory loans, motor vehicle wholesale inventory sales contracts, dealer rental car loans or sales contracts, promissory notes, security agreements and receivables, ; (2ii) disbursing Company funds for Company purposes; (3iii) investing and reinvesting Company funds; (4iv) executing contracts, notes, mortgages and other writingsagreements and instruments; (5v) employing attorneys, accountants, managers Managers or other agents, which may include Affiliates of the Company; (6vi) paying all Company obligations; (7vii) performing all ministerial acts and duties relating to the payment of all indebtedness, taxes and assessments due or to become due with regard to any property of the Company; (8) viii) purchasing and maintaining insurance on behalf of the Company against any liability or expense asserted against or incurred by or on behalf of the Company; (9ix) transacting the Company's business under an assumed name or name other than its name as set forth in the Certificate of Formation and filing a certificate of assumed name in any applicable jurisdictionCertificate; (10x) appointing any Member or other person Person as agent for service of process on the Company as required by the law of any state jurisdiction in which the Company transacts business; (11xi) commencing, prosecuting or defending any proceeding in the Company's name; and (12xii) doing such other acts as may facilitate the Company's exercise of its powers; PROVIDED, provided, howeverHOWEVER, that all such acts shall fall within the business purposes of the Company as set forth in this AgreementSection 3.01. (b) Notwithstanding anything in this Agreement to the contrary, the Members shall ensure that the Company shall at all times have at least one Independent Member, which may be the sole Member, and no action of the type described in Section 6 Article Six shall occur without the consent of each such Independent Member. (c) The Members, acting by Majority Interest and by a written instrument, may from time to time delegate all or any of their powers or duties hereunder (except as provided in Section 6) to one or more Members. Any Member may by written instrument delegate any of its powers and duties (except as provided in Section 6) to any other Member, in which event any exercise or performance of such powers or duties by such Member shall be treated as the action of the delegating Member as well as the acting Member. (d) Each Member irrevocably appoints the other Members as its attorney-in-fact on its behalf and in its stead to execute, execute and swear to and file any amendment to the Certificate of Formation and any amendment or revocation of the Certificate of Formation and to execute, sign any Member's name to, swear to and file any writing, and to give any notice which that may be required by any rule or law and which that may be necessary or appropriate in order to effect any action by or on behalf of the Company or the Members taken as provided in this Agreement or which that may be necessary or appropriate to correct any errors or omissions. This power of attorney is coupled with an interest and shall not be revoked by the act of any Member. This power of attorney shall survive (i) the subsequent dissolution or incapacity of the appointing Member and (ii) not be affected by an assignment by any Member of its limited liability company interest in the Company; providedPROVIDED, howeverHOWEVER, that that, where a Member's entire limited liability company interest is assigned to an assignee who becomes a substitute Member in its stead this stead, such power shall survive for the sole purpose of enabling such Member to effect such substitution. Each Member shall provide seven (7-) days' prior written notice of actions to be taken as attorney-in-fact on behalf of another Member and the acting Member shall be authorized to take such actions unless the other Member objects in writing within the 7-day during such notice period. (ed) Xxxxx X. Xxxxxx, Xx. is hereby designated as an "authorized person" within the meaning of the Act, and has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, his powers as an "authorized person" ceased, and the Members, acting jointly or singly, thereupon became the designated "authorized persons" and shall continue as the designated "authorized persons" within the meaning of the Act. The Members, acting jointly or singly, shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in Michigan and in any other jurisdiction in which the Company may wish to conduct business. A copy of the Certificate of Formation or amendments to the Certificate will be provided to each Member upon his written request to the Company. (fe) Subject to the other provisions of this Section 5 Article and Section 6Article Six, the Members shall have full power to act for and to bind the Company to the extent provided by Delaware law and this Agreementlaw. Every contract, note, mortgage, lease, deed or other instrument or agreement executed by any Member shall be conclusive evidence that at the time of execution, this the Company was then in existence, that this Agreement had not theretofore been terminated or amended in any manner and that the execution and delivery of such instrument was duly authorized by the Members. (g) Chrysler Financial Receivables Corporation and any successor member shall act as "tax matters partner" of the Company, as defined in Code Section 6231(a)(7).duly

Powers of the Members. (a) The Company shall be managed by its Members. Subject to the other provisions of this Section 5 and Section 6, each Member shall have the authority, on behalf of the Company, to do all things appropriate to the accomplishment of the purposes of the Company, including (but not limited to): (1) acquiring and selling, assigning and transferring installment obligations, leases, retail installment sales contracts, inventory loans, promissory notes, security agreements and receivables, (2) disbursing Company funds for Company purposes; (3) investing and reinvesting Company funds; (4) executing contracts, notes, mortgages and other writings; (5) employing attorneys, accountants, managers or other agents, which may include Affiliates of the Company; (6) paying all Company obligations; (7) performing all ministerial acts and duties relating to the payment of all indebtedness, taxes and assessments due or to become due with regard to any property of the Company; (8) purchasing and maintaining insurance on behalf of the Company against any liability or expense asserted against or incurred by the Company; (9) transacting the Company's business under an assumed name or name other than its name as set forth in the Certificate of Formation and filing a certificate of assumed name in any applicable jurisdiction; (10) appointing any Member or other person as agent for service of process on the Company as required by the law of any state in which the Company transacts business; (11) commencing, prosecuting or defending any proceeding in the Company's name; and (12) doing such other acts as may facilitate the Company's exercise of its powers, provided, however, that all such acts shall fall within the business purposes of the Company as set forth in this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, the Members shall ensure that the Company shall at all times have at least one Independent Member, which may be the sole Member, and no action of the type described in Section 6 shall occur without the consent of each such Independent Member. (c) The Members, acting by Majority Interest and by a written instrument, may from time to time delegate all or any of their powers or duties hereunder (except as provided in Section 6) to one or more Members. Any Member may by written instrument delegate any of its powers and duties (except as provided in Section 6) to any other Member, in which event any exercise or performance of such powers or duties by such Member shall be treated as the action of the delegating Member as well as the acting Member. (d) Each Member irrevocably appoints the other Members as its attorney-in-fact on its behalf and in its stead to execute, swear to and file the Certificate of Formation and any amendment or revocation of the Certificate of Formation and to execute, sign any Member's name to, swear to and file any writing, and to give any notice which may be required by any rule or law and which may be appropriate in order to effect any action by or on behalf of the Company or the Members taken as provided in this Agreement or which may be necessary or appropriate to correct any errors or omissions. This power of attorney is coupled with an interest and shall not be revoked by the act of any Member. This power of attorney shall survive (i) the subsequent dissolution or incapacity of the appointing Member and (ii) an assignment by any Member of its interest in the Company; provided, however, that where a Member's entire interest is assigned to an assignee who becomes a substitute Member in its stead this power shall survive for the sole purpose of enabling such Member to effect such substitution. Each Member shall provide 7-days' prior written notice of actions to be taken as attorney-in-fact on behalf of another Member and the acting Member shall be authorized to take such actions unless the other Member objects in writing within the 7-day notice period. (e) Xxxxx X. XxxxxxJames G. Leyden, Xx. Jr. is hereby designated as an "authorized person" within the meaning of wixxxx xxx xxxxxxx xx the Act, and has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, his powers as an "authorized person" ceased, and the Members, acting jointly or singly, thereupon became the designated "authorized persons" and shall continue as the designated "authorized persons" within the meaning of the Act. The Members, acting jointly or singly, shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in Michigan and in any other jurisdiction in which the Company may wish to conduct business. A copy of the Certificate of Formation or amendments will be provided to each Member upon his written request to the Company. (f) Subject to the other provisions of this Section 5 and Section 6, the Members shall have full power to act for and to bind the Company to the extent provided by Delaware law and this Agreement. Every contract, note, mortgage, lease, deed or other instrument executed by any Member shall be conclusive evidence that at the time of execution, this Company was then in existence, that this Agreement had not theretofore been terminated or amended in any manner and that the execution and delivery of such instrument was duly authorized by the Members. (g) Chrysler Financial Receivables Corporation and any successor member shall act as "tax matters partner" of the Company, as defined in Code Section 6231(a)(7).

Powers of the Members. (a) The Company shall be managed by its Members. Subject to the other provisions of this Section 5 Article and Section 6Article Six, each Member shall have the authority, on behalf of the Company, to do all things appropriate to for the accomplishment of the purposes of the Company, including (but not limited to): (1) acquiring and selling, assigning and transferring installment obligations, leases, retail installment sales contracts, inventory loans, promissory notes, security agreements and receivablesincluding, (2i) taking the actions described in Section 3.01; (ii) disbursing Company funds for Company purposes; (3iii) investing and reinvesting Company funds; (4iv) executing contracts, notes, mortgages and other writingsagreements and instruments; (5v) employing attorneys, accountants, managers Managers or other agents, which may include Affiliates of the Company; (6vi) paying all Company obligations; (7vii) performing all ministerial acts and duties relating to the payment of all indebtedness, taxes and assessments due or to become due with regard to any property of the Company; (8) viii) purchasing and maintaining insurance on behalf of the Company against any liability or expense asserted against or incurred by or on behalf of the Company; (9ix) transacting the Company's business under an assumed name or name other than its name as set forth in the Certificate of Formation and filing a certificate of assumed name in any applicable jurisdictionCertificate; (10x) appointing any Member or other person as agent for service of process on the Company as required by the law of any state jurisdiction in which the Company transacts business; (11xi) commencing, prosecuting or defending any proceeding in the Company's name; and (12xii) doing such other acts as may facilitate the Company's exercise of its powers, ; provided, however, that all such acts shall fall within the business purposes of the Company as set forth in this AgreementSection 3.01. (b) Notwithstanding anything in this Agreement to the contrary, the Members shall ensure that the Company shall at all times have at least one Independent Member, which may be the sole Member, and no action of the type described in Section 6 Article Six shall occur without the consent of each such Independent Member. (c) The Members, acting by Majority Interest and by a written instrument, may from time to time delegate all or any of their powers or duties hereunder (except as provided in Section 6) to one or more Members. Any Member may by written instrument delegate any of its powers and duties (except as provided in Section 6) to any other Member, in which event any exercise or performance of such powers or duties by such Member shall be treated as the action of the delegating Member as well as the acting Member. (d) Each Member irrevocably appoints the each other Members Member as its attorney-in-fact on its behalf and in its stead to execute, execute and swear to any amendment to the Certificate and file the Certificate of Formation and any amendment or revocation of the Certificate of Formation and to execute, sign any Member's name to, swear to and file any writing, and to give any notice which may be required by any rule or law and which may be appropriate in order to effect any action by or on behalf of the Company or the Members taken as provided in this Agreement or which may be necessary or appropriate to correct any errors or omissions. This power of attorney is coupled with an interest and shall not be revoked by the act of any Member. This power of attorney shall survive (i) the subsequent dissolution or incapacity of the appointing Member and (ii) an assignment by any Member of its interest in the Company; provided, however, that where a Member's entire interest is assigned to an assignee who becomes a substitute Member in its stead this power shall survive for the sole purpose of enabling such Member to effect such substitution. Each Member shall provide 7-days' prior written notice of actions to be taken as attorney-in-fact on behalf of another Member and the acting Member shall be authorized to take such actions unless the other Member objects in writing within the 7-day notice period. (e) Xxxxx X. Xxxxxx, Xx. is hereby designated as an "authorized person" within the meaning of the Act, and has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, his powers as an "authorized person" ceased, and the Members, acting jointly or singly, thereupon became the designated "authorized persons" and shall continue as the designated "authorized persons" within the meaning of the Act. The Members, acting jointly or singly, shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in Michigan and in any other jurisdiction in which the Company may wish to conduct business. A copy of the Certificate of Formation or amendments will be provided to each Member upon his written request to the Company. (f) Subject to the other provisions of this Section 5 and Section 6, the Members shall have full power to act for and to bind the Company to the extent provided by Delaware law and this Agreement. Every contract, note, mortgage, lease, deed or other instrument executed by any Member shall be conclusive evidence that at the time of execution, this Company was then in existence, that this Agreement had not theretofore been terminated or amended in any manner and that the execution and delivery of such instrument was duly authorized by the Members. (g) Chrysler Financial Receivables Corporation and any successor member shall act as "tax matters partner" of the Company, as defined in Code Section 6231(a)(7).any

Powers of the Members. (a) The Company shall be managed by its Members. Subject to the other provisions of this Section 5 Article and Section 6Article Six, each Member shall have the authority, on behalf of the Company, to do all things appropriate to for the accomplishment of the purposes of the Company, including (but not limited to): (1) acquiring and selling, assigning and transferring installment obligations, leases, retail installment sales contracts, inventory loans, promissory notes, security agreements and receivablesincluding, (2i) taking the actions described in Section 3.01; (ii) disbursing Company funds for Company purposes; (3iii) investing and reinvesting Company funds; (4iv) executing contracts, notes, mortgages and other writingsagreements and instruments; (5v) employing attorneys, accountants, managers Managers or other agents, which may include Affiliates of the Company; (6vi) paying all Company obligations; (7vii) performing all ministerial acts and duties relating to the payment of all indebtedness, taxes and assessments due or to become due with regard to any property of the Company; (8) viii) purchasing and maintaining insurance on behalf of the Company against any liability or expense asserted against or incurred by or on behalf of the Company; (9ix) transacting the Company's business under an assumed name or name other than its name as set forth in the Certificate of Formation and filing a certificate of assumed name in any applicable jurisdictionCertificate; (10x) appointing any Member or other person as agent for service of process on the Company as required by the law of any state jurisdiction in which the Company transacts business; (11xi) commencing, prosecuting or defending any proceeding in the Company's name; and (12xii) doing such other acts as may facilitate the Company's exercise of its powers, ; provided, however, that all such acts shall fall within the business purposes of the Company as set forth in this AgreementSection 3.01. (b) Notwithstanding anything in this Agreement to the contrary, the Members shall ensure that the Company shall at all times have at least one Independent Member, which may be the sole Member, and no action of the type described in Section 6 Article Six shall occur without the consent of each such Independent Member. (c) The Members, acting by Majority Interest and by a written instrument, may from time to time delegate all or any of their powers or duties hereunder (except as provided in Section 6) to one or more Members. Any Member may by written instrument delegate any of its powers and duties (except as provided in Section 6) to any other Member, in which event any exercise or performance of such powers or duties by such Member shall be treated as the action of the delegating Member as well as the acting Member. (d) Each Member irrevocably appoints the each other Members Member as its attorney-in-fact on its behalf and in its stead to execute, execute and swear to and file any amendment to the Certificate of Formation and any amendment or revocation of the Certificate of Formation and to execute, sign any Member's name to, swear to and file any writing, and to give any notice which that may be required by any rule or law and which that may be necessary or appropriate in order to effect any action by or on behalf of the Company or the Members taken as provided in this Agreement or which that may be necessary or appropriate to correct any errors or omissions. This power of attorney is coupled with an interest and shall not be revoked by the act of any Member. This power of attorney shall survive (i) the subsequent dissolution or incapacity of the appointing Member and (ii) not be affected by an assignment by any Member of its limited liability company interest in the Company; provided, however, that where a Member's entire limited liability company interest is assigned to an assignee who becomes a substitute Member in its stead this stead, such power shall survive for the sole purpose of enabling such Member to effect such substitution. Each Member shall provide 7-seven days' prior written notice of actions to be taken as attorney-in-fact on behalf of another Member and the acting Member shall be authorized to take such actions unless the other Member objects in writing within the 7-day during such notice period. (ed) Xxxxx X. Xxxxxx, Xx. is hereby designated as an "authorized person" within the meaning of the Act, and has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, his powers as an "authorized person" ceased, and the Members, acting jointly or singly, thereupon became the designated "authorized persons" and shall continue as the designated "authorized persons" within the meaning of the Act. The Members, acting jointly or singly, shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in Michigan and in any other jurisdiction in which the Company may wish to conduct business. A copy of the Certificate of Formation or amendments will shall be provided to each Member upon his written request to the Company. (fe) Subject to the other provisions of this Section 5 Article and Section 6Article Six, the Members shall have full power to act for and to bind the Company to the extent provided by Delaware law and this Agreementlaw. Every contract, note, mortgage, lease, deed or other instrument or agreement executed by any Member shall be conclusive evidence that at the time of execution, this the Company was then in existence, that this Agreement had not theretofore been terminated or amended in any manner and that the execution and delivery of such instrument was duly authorized by the Members. A Manager may bind the Company only to the extent authorized by the Members. (g) Chrysler Financial Receivables Corporation and any successor member shall act as "tax matters partner" of the Company, as defined in Code Section 6231(a)(7).

Powers of the Members. (a) The Company shall be managed by its Members. Subject to the other provisions of this Section 5 Article and Section 6Article Six, each Member shall have the authority, on behalf of the Company, to do all things appropriate to for the accomplishment of the purposes of the Company, including (but not limited to): (1) acquiring and selling, assigning and transferring installment obligations, leases, retail installment sales contracts, inventory loans, promissory notes, security agreements and receivablesincluding, (2i) taking the actions described in Section 3.01; (ii) disbursing Company funds for Company purposes; (3iii) investing and reinvesting Company funds; (4iv) executing contracts, notes, mortgages and other writingsagreements and instruments; (5v) employing attorneys, accountants, managers Managers or other agents, which may include Affiliates of the Company; (6vi) paying all Company obligations; (7vii) performing all ministerial acts and duties relating to the payment of all indebtedness, taxes and assessments due or to become due with regard to any property of the Company; (8) viii) purchasing and maintaining insurance on behalf of the Company against any liability or expense asserted against or incurred by or on behalf of the Company; (9ix) transacting the Company's business under an assumed name or name other than its name as set forth in the Certificate of Formation and filing a certificate of assumed name in any applicable jurisdictionCertificate; (10x) appointing any Member or other person as agent for service of process on the Company as required by the law of any state jurisdiction in which the Company transacts business; (11xi) commencing, prosecuting or defending any proceeding in the Company's name; and (12xii) doing such other acts as may facilitate the Company's exercise of its powers, ; provided, however, that all such acts shall fall within the business purposes of the Company as set forth in this AgreementSection 3.01. (b) Notwithstanding anything in this Agreement to the contrary, the Members shall ensure that the Company shall at all times have at least one Independent Member, which may be the sole Member, and no action of the type described in Section 6 Article Six shall occur without the consent of each such Independent Member. (c) The Members, acting by Majority Interest and by a written instrument, may from time to time delegate all or any of their powers or duties hereunder (except as provided in Section 6) to one or more Members. Any Member may by written instrument delegate any of its powers and duties (except as provided in Section 6) to any other Member, in which event any exercise or performance of such powers or duties by such Member shall be treated as the action of the delegating Member as well as the acting Member. (d) Each Member irrevocably appoints the each other Members Member as its attorney-in-fact on its behalf and in its stead to execute, execute and swear to and file any amendment to the Certificate of Formation and any amendment or revocation of the Certificate of Formation and to execute, sign any Member's name to, swear to and file any writing, and to give any notice which may be required by any rule or law and which may be necessary or appropriate in order to effect any action by or on behalf of the Company or the Members taken as provided in this Agreement or which may be necessary or appropriate to correct any errors or omissions. This power of attorney is coupled with an interest and shall not be revoked by the act of any Member. This power of attorney shall survive (i) the subsequent dissolution or incapacity of the appointing Member and (ii) not be affected by an assignment by any Member of its limited liability company interest in the Company; provided, however, that where a Member's entire limited liability company interest is assigned to an assignee who becomes a substitute Member in its stead this stead, such power shall survive for the sole purpose of enabling such Member to effect such substitution. Each Member shall provide 7-seven days' prior written notice of actions to be taken as attorney-in-fact on behalf of another Member and the acting Member shall be authorized to take such actions unless the other Member objects in writing within the 7-day during such notice period. (ed) Xxxxx X. Xxxxxx, Xx. is hereby designated as an "authorized person" within the meaning of the Act, and has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, his powers as an "authorized person" ceased, and the Members, acting jointly or singly, thereupon became the designated "authorized persons" and shall continue as the designated "authorized persons" within the meaning of the Act. The Members, acting jointly or singly, shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in Michigan and in any other jurisdiction in which the Company may wish to conduct business. A copy of the Certificate of Formation or amendments will be provided to each Member upon his written request to the Company. (fe) Subject to the other provisions of this Section 5 Article and Section 6Article Six, the Members shall have full power to act for and to bind the Company to the extent provided by Delaware law and this Agreementlaw. Every contract, note, mortgage, lease, deed or other instrument or agreement executed by any Member shall be conclusive evidence that at the time of execution, this the Company was then in existence, that this Agreement had not theretofore been terminated or amended in any manner and that the execution and delivery of such instrument was duly authorized by the Members. A Manager that is not also a Member may bind the Company only to the extent authorized by the Members. (g) Chrysler Financial Receivables Corporation and any successor member shall act as "tax matters partner" of the Company, as defined in Code Section 6231(a)(7).

Powers of the Members. (a) The Company shall be managed by its Members. Subject to the other provisions of this Section 5 Article and Section 6Article Six, each Member shall have the authority, on behalf of the Company, to do all things appropriate to for the accomplishment of the purposes of the Company, including (but not limited to): (1) acquiring and selling, assigning and transferring installment obligations, leases, retail installment sales contracts, inventory loans, promissory notes, security agreements and receivablesincluding, (2i) taking the actions described in Section 3.01; (ii) disbursing Company funds for Company purposes; (3iii) investing and reinvesting Company funds; (4iv) executing contracts, notes, mortgages and other writingsagreements and instruments; (5v) employing attorneys, accountants, managers Managers or other agents, which may include Affiliates of the Company; (6vi) paying all Company obligations; (7vii) performing all ministerial acts and duties relating to the payment of all indebtedness, taxes and assessments due or to become due with regard to any property of the Company; (8) viii) purchasing and maintaining insurance on behalf of the Company against any liability or expense asserted against or incurred by or on behalf of the Company; (9ix) transacting the Company's business under an assumed name or name other than its name as set forth in the Certificate of Formation and filing a certificate of assumed name in any applicable jurisdictionCertificate; (10x) appointing any Member or other person as agent for service of process on the Company as required by the law of any state jurisdiction in which the Company transacts business; (11xi) commencing, prosecuting or defending any proceeding in the Company's name; and (12xii) doing such other acts as may facilitate the Company's exercise of its powers, ; provided, however, that all such acts shall fall within the business purposes of the Company as set forth in this AgreementSection 3.01. (b) Notwithstanding anything in this Agreement to the contrary, the Members shall ensure that the Company shall at all times have at least one Independent Member, which may be the sole Member, and no action of the type described in Section 6 Article Six shall occur without the consent of each such Independent Member. (c) The Members, acting by Majority Interest and by a written instrument, may from time to time delegate all or any of their powers or duties hereunder (except as provided in Section 6) to one or more Members. Any Member may by written instrument delegate any of its powers and duties (except as provided in Section 6) to any other Member, in which event any exercise or performance of such powers or duties by such Member shall be treated as the action of the delegating Member as well as the acting Member. (d) Each Member irrevocably appoints the each other Members Member as its attorney-in-fact on its behalf and in its stead to execute, execute and swear to and file any amendment to the Certificate of Formation and any amendment or revocation of the Certificate of Formation and to execute, sign any Member's name to, swear to and file any writing, and to give any notice which that may be required by any rule or law and which that may be necessary or appropriate in order to effect any action by or on behalf of the Company or the Members taken as provided in this Agreement or which that may be necessary or appropriate to correct any errors or omissions. This power of attorney is coupled with an interest and shall not be revoked by the act of any Member. This power of attorney shall survive (i) the subsequent dissolution or incapacity of the appointing Member and (ii) not be affected by an assignment by any Member of its limited liability company interest in the Company; provided, however, that where a Member's entire limited liability company interest is assigned to an assignee who becomes a substitute Member in its stead this stead, such power shall survive for the sole purpose of enabling such Member to effect such substitution. Each Member shall provide 7-seven days' prior written notice of actions to be taken as attorney-in-fact on behalf of another Member and the acting Member shall be authorized to take such actions unless the other Member objects in writing within the 7-day notice period. (e) Xxxxx X. Xxxxxx, Xx. is hereby designated as an "authorized person" within the meaning of the Act, and has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, his powers as an "authorized person" ceased, and the Members, acting jointly or singly, thereupon became the designated "authorized persons" and shall continue as the designated "authorized persons" within the meaning of the Act. The Members, acting jointly or singly, shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in Michigan and in any other jurisdiction in which the Company may wish to conduct business. A copy of the Certificate of Formation or amendments will be provided to each Member upon his written request to the Company. (f) Subject to the other provisions of this Section 5 and Section 6, the Members shall have full power to act for and to bind the Company to the extent provided by Delaware law and this Agreement. Every contract, note, mortgage, lease, deed or other instrument executed by any Member shall be conclusive evidence that at the time of execution, this Company was then in existence, that this Agreement had not theretofore been terminated or amended in any manner and that the execution and delivery of such instrument was duly authorized by the Members. (g) Chrysler Financial Receivables Corporation and any successor member shall act as "tax matters partner" of the Company, as defined in Code Section 6231(a)(7).prior

Powers of the Members. (a) The Company shall be managed by its Members. Subject to the other provisions of this Section 5 and Section 6, each Member shall have the authority, on behalf of the Company, to do all things appropriate to the accomplishment of the purposes of the Company, including (but not limited to): (1) acquiring and selling, assigning and transferring installment obligations, leases, retail installment sales contracts, inventory loans, promissory notes, security agreements and receivables, (2) disbursing Company funds for Company purposes; (3) investing and reinvesting Company funds; (4) executing contracts, notes, mortgages and other writings; (5) employing attorneys, accountants, managers or other agents, which may include Affiliates of the Company; (6) paying all Company obligations; (7) performing all ministerial acts and duties relating to the payment of all indebtedness, taxes and assessments due or to become due with regard to any property of the Company; (8) purchasing and maintaining insurance on behalf of the Company against any liability or expense asserted against or incurred by the Company; (9) transacting the Company's business under an assumed name or name other than its name as set forth in the Certificate of Formation and filing a certificate of assumed name in any applicable jurisdiction; (10) appointing any Member or other person as agent for service of process on the Company as required by the law of any state in which the Company transacts business; (11) commencing, prosecuting or defending any proceeding in the Company's name; and (12) doing such other acts as may facilitate the Company's exercise of its powers, provided, however, that all such acts shall fall within the business purposes of the Company as set forth in this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, the Members shall ensure that the Company shall at all times have at least one Independent Member, which may be the sole Member, and no action of the type described in Section 6 shall occur without the consent of each such Independent Member. (c) The Members, acting by Majority Interest and by a written instrument, may from time to time delegate all or any of their powers or duties hereunder (except as provided in Section 6) to one or more Members. Any Member may by written instrument delegate any of its powers and duties (except as provided in Section 6) to any other Member, in which event any exercise or performance of such powers or duties by such Member shall be treated as the action of the delegating Member as well as the acting Member. (d) Each Member irrevocably appoints the other Members as its attorney-in-fact on its behalf and in its stead to execute, swear to and file the Certificate of Formation and any amendment or revocation of the Certificate of Formation and to execute, sign any Member's name to, swear to and file any writing, and to give any notice which may be required by any rule or law and which may be appropriate in order to effect any action by or on behalf of the Company or the Members taken as provided in this Agreement or which may be necessary or appropriate to correct any errors or omissions. This power of attorney is coupled with an interest and shall not be revoked by the act of any Member. This power of attorney shall survive (i) the subsequent dissolution or incapacity of the appointing Member and (ii) an assignment by any Member of its interest in the Company; provided, however, that where a Member's entire interest is assigned to an assignee who becomes a substitute Member in its stead this power shall survive for the sole purpose of enabling such Member to effect such substitution. Each Member shall provide 7-days' prior written notice of actions to be taken as attorney-in-fact on behalf of another Member and the acting Member shall be authorized to take such actions unless the other Member objects in writing within the 7-day notice period. (e) Xxxxx X. Xxxxxx, Xx. is hereby designated as an "authorized person" within the meaning of the Act, and has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, his powers as an "authorized person" ceased, and the Members, acting jointly or singly, thereupon became the designated "authorized persons" and shall continue as the designated "authorized persons" within the meaning of the Act. The Members, acting jointly or singly, shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in Michigan and in any other jurisdiction in which the Company may wish to conduct business. A copy of the Certificate of Formation or amendments will be provided to each Member upon his written request to the Company. (f) Subject to the other provisions of this Section 5 and Section 6, the Members shall have full power to act for and to bind the Company to the extent provided by Delaware law and this Agreement. Every contract, note, mortgage, lease, deed or other instrument executed by any Member shall be conclusive evidence that at the time of execution, this Company was then in existence, that this Agreement had not theretofore been terminated or amended in any manner and that the execution and delivery of such instrument was duly authorized by the Members. (g) Chrysler Financial Receivables Corporation and any successor member shall act as "tax matters partner" of the Company, as defined in Code Section 6231(a)(7).

Powers of the Members. (a) The Except as otherwise provided hereunder, the business and affairs of the Company shall be managed by the Members acting by a Majority in Interest. No Member, acting solely in its Memberscapacity as a Member, shall act as an agent of the Company or have any authority to act for or to bind the Company except when authorized by a Majority in Interest or such greater vote as may be required hereunder. Subject In addition to the rights and duties of the Members set forth elsewhere in this Agreement and subject to the other provisions of this Agreement, including Section 5 5.2 below, the Members shall be responsible for and Section 6, each Member shall have are hereby authorized to: (i) control the authority, on behalf day to day operations of the Company; (ii) carry out and effect all directions of the Members and the Board; (iii) select and engage the Company’s accountants, to do all things attorneys, engineers and other professional advisors; (iv) apply for and obtain appropriate insurance coverage for the Company; (v) temporarily invest funds of the Company in short term investments where there is appropriate safety of principal; (vi) acquire in the name of the Company by purchase, lease or otherwise, any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (vii) engage in any kind of activity and perform and carry out contracts of any kind necessary to, including (but not limited to): (1) acquiring and sellingin connection with, assigning and transferring installment obligations, leases, retail installment sales contracts, inventory loans, promissory notes, security agreements and receivables, (2) disbursing Company funds for Company purposes; (3) investing and reinvesting Company funds; (4) executing contracts, notes, mortgages and other writings; (5) employing attorneys, accountants, managers or other agents, which may include Affiliates incidental to the accomplishment of the Company; (6) paying all Company obligations; (7) performing all ministerial acts and duties relating to the payment of all indebtedness, taxes and assessments due or to become due with regard to any property of the Company; (8) purchasing and maintaining insurance on behalf of the Company against any liability or expense asserted against or incurred by the Company; (9) transacting the Company's business under an assumed name or name other than its name as set forth in the Certificate of Formation and filing a certificate of assumed name in any applicable jurisdiction; (10) appointing any Member or other person as agent for service of process on the Company as required by the law of any state in which the Company transacts business; (11) commencing, prosecuting or defending any proceeding in the Company's name; and (12) doing such other acts as may facilitate the Company's exercise of its powers, provided, however, that all such acts shall fall within the business purposes of the Company described in Section 1.3, so long as set forth said activities and contracts may be lawfully carried on or performed by a limited liability company under the Act and are in this Agreementthe ordinary course of the Company’s business; and (viii) negotiate, execute and perform all agreements, contracts, leases, loan documents and other instruments and exercise all rights and remedies of the Company in connection with the foregoing. (b) Notwithstanding anything If, at any time, MGPI is in this default of any provision of the Food Grade Alcohol Off-Take Agreement to or SEACOR Energy Inc. is in default of any provision of the contraryEthanol Off-Take Agreement, the Members shall ensure non-defaulting party (or the Affiliate of such non-defaulting party that the Company shall at all times have at least one Independent Member, which may be the sole Member, and no action is a Member of the type described Company) shall assume sole control of the rights provided in Section 6 shall occur without the consent of each Sections 5.1(a)(i), (iii), (v), (vii) and (viii) until such Independent Memberdefault is cured. (c) The MembersIf the Company is in default of the Loan Agreement for failure to pay principal or interest for two consecutive months, acting by Majority Interest and by a written instrument, may from time to time delegate all or any ICPH shall assume sole control of their powers or duties hereunder (except as the rights provided in Section 6Sections 5.1(a)(i), (iii), (v), (vii) to one or more Members. Any Member may by written instrument delegate any of its powers and duties (except as provided in Section 6viii) to any other Member, in which event any exercise or performance of such powers or duties by such Member shall be treated as the action of the delegating Member as well as the acting Member. (d) Each Member irrevocably appoints the other Members as its attorney-in-fact on its behalf and in its stead to execute, swear to and file the Certificate of Formation and any amendment or revocation of the Certificate of Formation and to execute, sign any Member's name to, swear to and file any writing, and to give any notice which may be required by any rule or law and which may be appropriate in order to effect any action by or on behalf of until the Company or has produced positive EBITDA and is current on the Members taken as provided in this Agreement or which may be necessary or appropriate to correct any errors or omissions. This power payment of attorney is coupled with an interest principal and shall not be revoked by the act of any Member. This power of attorney shall survive (i) the subsequent dissolution or incapacity of the appointing Member and (ii) an assignment by any Member of its interest in the Company; provided, however, that where a Member's entire interest is assigned to an assignee who becomes a substitute Member in its stead this power shall survive for the sole purpose of enabling such Member to effect such substitution. Each Member shall provide 7-days' prior written notice of actions to be taken as attorney-in-fact on behalf of another Member and the acting Member shall be authorized to take such actions unless the other Member objects in writing within the 7-day notice periodinterest. (e) Xxxxx X. Xxxxxx, Xx. is hereby designated as an "authorized person" within the meaning of the Act, and has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, his powers as an "authorized person" ceased, and the Members, acting jointly or singly, thereupon became the designated "authorized persons" and shall continue as the designated "authorized persons" within the meaning of the Act. The Members, acting jointly or singly, shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in Michigan and in any other jurisdiction in which the Company may wish to conduct business. A copy of the Certificate of Formation or amendments will be provided to each Member upon his written request to the Company. (f) Subject to the other provisions of this Section 5 and Section 6, the Members shall have full power to act for and to bind the Company to the extent provided by Delaware law and this Agreement. Every contract, note, mortgage, lease, deed or other instrument executed by any Member shall be conclusive evidence that at the time of execution, this Company was then in existence, that this Agreement had not theretofore been terminated or amended in any manner and that the execution and delivery of such instrument was duly authorized by the Members. (g) Chrysler Financial Receivables Corporation and any successor member shall act as "tax matters partner" of the Company, as defined in Code Section 6231(a)(7).