Common use of Rights, Powers and Authority of the Managing Member Clause in Contracts

Rights, Powers and Authority of the Managing Member. (a) Subject only to the provisions of this Agreement and the requirements of applicable law: (i) the Managing Member shall be the Manager of the Company and shall possess full and exclusive right, power and authority to manage and conduct the business and affairs of the Company; provided, however, that this Section 3.1(a)(i) shall not be construed to limit the Managing Member’s right, power and authority to delegate, to the maximum extent permitted by law, any of the Managing Member’s rights, powers and authority hereunder, with respect to the Company, to such Person or Persons as the Managing Member may select from time to time; and (ii) in managing and conducting the business and affairs of the Company, the Managing Member: (A) shall take such actions and do such things as the Managing Member is expressly required to take or do under this Agreement with respect to the Company, as the case may be; (B) shall cause the Company to take such actions and do such things as the Company is expressly required to take or do under this Agreement; (C) may take, approve or agree to such actions, do such things, and make such designations, elections, selections and determinations as: (1) the Managing Member is expressly authorized, but not required, to take, approve, agree to, do or make under this Agreement; or (2) the Managing Member reasonably determines in good faith to be necessary, appropriate, advisable, incidental or convenient to the discharge of its duties under this Agreement; and (D) may cause the Company to take, approve or agree to such actions, do such things, and make such designations, elections, selections and determinations as: (1) the Managing Member is expressly authorized, but not required, to cause the Company to take, approve, agree to, do or make under this Agreement; or (2) the Managing Member reasonably determines in good faith to be necessary, appropriate, advisable, incidental or convenient to effect the formation of the Company or manage and conduct its business and affairs; provided, however, that: (A) where any provision of this Agreement contemplates that the Managing Member may take, approve or agree to a particular action, do a particular thing, or make a particular designation, election, selection or determination (or may cause the Company to take, approve or agree to a particular action, do a particular thing, or make a particular designation, election, selection or determination), in the Managing Member’s “sole and absolute discretion,” the Managing Member shall have the sole discretion to determine whether or not the Managing Member (or the Company) shall take, approve or agree to such action, do such thing, or make such designation, election, selection or determination and, in exercising such discretion, the Managing Member shall be required to act in good faith but shall be entitled to consider only such interests and factors as it wishes, including only its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company, or any Member or Assignee of any Member (except to the extent otherwise expressly provided in Section 3.4(b) and 6.1(a); and (B) where any other provision of this Agreement contemplates that the Managing Member may take, approve or agree to a particular action, do a particular thing, or make a particular designation, election, selection or determination (or may cause the Company to take, approve or agree to a particular action, do a particular thing, or make a particular designation, election, selection or determination), the Managing Member shall have the sole discretion to determine whether or not the Managing Member (or the Company) shall take, approve or agree to such action, do such thing, or make such designation, election, selection or determination but, in exercising such discretion, the Managing Member shall be required to act in good faith and in such manner as it reasonably determines to be in, or not opposed to, the bests interests of the Company, and that otherwise complies with any specific standard applicable to such activity as set forth herein. (b) Subject to Section 3.1(a), the Managing Member may, by way of example and not of limitation, cause the Company to: (i) execute and acknowledge such certificates, instruments and other documents (and amendments thereto) as the Managing Member may determine, and file the same with Governmental Entities, for the purpose of effecting and continuing the valid existence of the Company as a limited liability company or qualifying the Company (or to do business as) a limited liability company or a company in which Members and Assignees have limited liability; (ii) execute, deliver and perform such contracts, agreements, undertakings and instruments (and amendments thereto) as the Managing Member may determine, with such broker-dealers banks, other financial institutions, investment managers, investment advisers, custodians, administrators, attorneys, accountants, auditors, record-keepers, appraisers, consultants, other service-providers and counterparties as the Managing Member may select from time to time, on such terms and subject to such conditions as the Managing Member may determine (including terms relating to compensation, exculpation, indemnification and termination), and regardless of whether such service-providers or counterparties are Managing Member Associates or Members or Assignees or have financial, business or other relationships with the Company, any Managing Member Associate or any Member or Assignee, including contracts, agreements, undertakings and instruments under which the Company retains investment managers to manage such portion of the assets of the Company as the Managing Member may commit to their investment discretion from time to time; (iii) engage in any lawful transaction in any Financial Instrument; (iv) register any Assets in the name of the Company or in the name of a nominee; (v) register any Assets associated of the Company; (vi) pay such costs and expenses as the Managing Member may determine; (vii) initiate, defend, compromise, settle or submit to arbitration any legal or contractual claim by or against the Company; (viii) otherwise engage in any and all lawful transactions and activities; and (ix) form one or more subsidiaries and cause any such subsidiary to do anything the Managing Member is authorized to cause the Company to do. (c) Notwithstanding any other provision of this Agreement, the Managing Member may not cause the Company to compensate any Managing Member Associate except upon terms and conditions comparable to those that would be negotiated on an “arm’s length” basis between unaffiliated parties for the type of service or transaction in question (it being understood and agreed that all payments or allocations to the Managing Member or any of its Affiliates described or referred to in this Agreement shall conclusively be presumed to meet that standard).

Rights, Powers and Authority of the Managing Member. (a) Subject only to the provisions of this Agreement and the requirements of applicable law: (i) the Managing Member shall be the Manager of the Company and shall possess full and exclusive right, power and authority to manage and conduct the business and affairs of the Company; provided, however, that this Section 3.1(a)(i) shall not be construed to limit the Managing Member’s right, power and authority to delegate, to the maximum extent permitted by law, any of the Managing Member’s rights, powers and authority hereunder, with respect to the Company, to such Person or Persons as the Managing Member may select from time to time; and (ii) in managing and conducting the business and affairs of the Company, the Managing Member: (A) shall take such actions and do such things as the Managing Member is expressly required to take or do under this Agreement with respect to the Company, as the case may be; (B) shall cause the Company to take such actions and do such things as the Company is expressly required to take or do under this Agreement; (C) may take, approve or agree to such actions, do such things, and make such designations, elections, selections and determinations as: (1) the Managing Member is expressly authorized, but not required, to take, approve, agree to, do or make under this Agreement; or (2) the Managing Member reasonably determines in good faith to be necessary, appropriate, advisable, incidental or convenient to the discharge of its duties under this Agreement; and (D) may cause the Company to take, approve or agree to such actions, do such things, and make such designations, elections, selections and determinations as: (1) the Managing Member is expressly authorized, but not required, to cause the Company to take, approve, agree to, do or make under this Agreement; or (2) the Managing Member reasonably determines in good faith to be necessary, appropriate, advisable, incidental or convenient to effect the formation of the Company or manage and conduct its business and affairs; provided, however, that: (A) where any provision of this Agreement contemplates that the Managing Member may take, approve or agree to a particular action, do a particular thing, or make a particular designation, election, selection or determination (or may cause the Company to take, approve or agree to a particular action, do a particular thing, or make a particular designation, election, selection or determination), in the Managing Member’s “sole and absolute discretion,” the Managing Member shall have the sole discretion to determine whether or not the Managing Member (or the Company) shall take, approve or agree to such action, do such thing, or make such designation, election, selection or determination and, in exercising such discretion, the Managing Member shall be required to act in good faith but shall be entitled to consider only such interests and factors as it wishes, including only its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company, Company or any Member or Assignee of any Member the Company (except to the extent otherwise expressly provided in Section 3.4(bSections 3.5(b) and 6.1(a6.8(a)); and (B) where any other provision of this Agreement contemplates that the Managing Member may take, approve or agree to a particular action, do a particular thing, or make a particular designation, election, selection or determination (or may cause the Company to take, approve or agree to a particular action, do a particular thing, or make a particular designation, election, selection or determination), the Managing Member shall have the sole discretion to determine whether or not the Managing Member (or the Company) shall take, approve or agree to such action, do such thing, or make such designation, election, selection or determination but, in exercising such discretion, the Managing Member shall be required to act in good faith and in such manner as it reasonably determines to be in, or not opposed to, the bests interests of the Company, and that otherwise complies with any specific standard applicable to such activity as set forth herein. (b) Subject to Section 3.1(a), the Managing Member may, by way of example and not of limitation, cause the Company to: (i) execute and acknowledge such certificates, instruments and other documents (and amendments thereto) as the Managing Member may determine, and file the same with Governmental Entities, for the purpose of effecting and continuing the valid existence of the Company as a limited liability company or qualifying the Company (or to do business as) a limited liability company or a company in which Members and Assignees have limited liability; (ii) execute, deliver and perform such contracts, agreements, undertakings and instruments (and amendments thereto) as the Managing Member may determine, with such broker-dealers dealers, banks, other financial institutions, investment managers, investment advisers, custodians, administrators, attorneys, accountants, auditors, record-keepers, appraisers, consultants, other service-providers and counterparties as the Managing Member may select from time to time, on such terms and subject to such conditions as the Managing Member may determine (including terms relating to compensation, exculpation, indemnification and termination), and regardless of whether such service-providers or counterparties are Managing Member Associates or Members or Assignees of the Company or have financial, business or other relationships with the Company, any Managing Member Associate or any Member or AssigneeAssignee of the Company, including contracts, agreements, undertakings and instruments under which the Company retains investment managers to manage such portion of the assets of the Company as the Managing Member may commit to their investment discretion from time to time; (iii) engage in any lawful transaction in any Financial Instrument; (iv) register any Assets assets in the name of the Company or in the name of a nominee; (v) register any Assets associated of the Company; (vi) pay such costs and expenses as the Managing Member may determine; (viivi) initiate, defend, compromise, settle or submit to arbitration any legal or contractual claim by or against the Company; (viiivii) otherwise engage in any and all lawful transactions and activities; and (ix) and form one or more subsidiaries and cause any such subsidiary to do anything the Managing Member is authorized to cause the Company to do. (c) Notwithstanding any other provision of this Agreement, the Managing Member may not cause the Company to compensate any Managing Member Associate except upon terms and conditions comparable to those that would be negotiated on an “arm’s length” basis between unaffiliated parties for the type of service or transaction in question (it being understood and agreed that all payments or allocations to the Managing Member or any of its Affiliates described or referred to in this Agreement shall conclusively be presumed to meet that standard).

Rights, Powers and Authority of the Managing Member. (a) Subject only to the provisions of this Agreement and the requirements of applicable law: (i) the Managing Member shall be the Manager of the Company and shall possess full and exclusive right, power and authority to manage and conduct the business and affairs of the Company; provided, however, that this Section 3.1(a)(i) shall not be construed to limit the Managing Member’s right, power and authority to delegate, to the maximum extent permitted by law, any of the Managing Member’s rights, powers and authority hereunder, with respect to the Company, to such Person or Persons as the Managing Member may select from time to time; and (ii) in managing and conducting the business and affairs of the Company, the Managing Member: (A) shall take such actions and do such things as the Managing Member is expressly required to take or do under this Agreement with respect to the Company, as the case may be; (B) shall cause the Company to take such actions and do such things as the Company is expressly required to take or do under this Agreement; (C) may take, approve or agree to such actions, do such things, and make such designations, elections, selections and determinations as: (1) the Managing Member is expressly authorized, but not required, to take, approve, agree to, do or make under this Agreement; or (2) the Managing Member reasonably determines in good faith to be necessary, appropriate, advisable, incidental or convenient to the discharge of its duties under this Agreement; and (D) may cause the Company to take, approve or agree to such actions, do such things, and make such designations, elections, selections and determinations as: (1) the Managing Member is expressly authorized, but not required, to cause the Company to take, approve, agree to, do or make under this Agreement; or (2) the Managing Member reasonably determines in good faith to be necessary, appropriate, advisable, incidental or convenient to effect the formation of the Company or manage and conduct its business and affairs; provided, however, that: (A) where any provision of this Agreement contemplates that the Managing Member may take, approve or agree to a particular action, do a particular thing, or make a particular designation, election, selection or determination (or may cause the Company to take, approve or agree to a particular action, do a particular thing, or make a particular designation, election, selection or determination), in the Managing Member’s “sole and absolute discretion,” the Managing Member shall have the sole discretion to determine whether or not the Managing Member (or the Company) shall take, approve or agree to such action, do such thing, or make such designation, election, selection or determination and, in exercising such discretion, the Managing Member shall be required to act in good faith but shall be entitled to consider only such interests and factors as it wishes, including only its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company, Company or any Member or Assignee of any Member the Company (except to the extent otherwise expressly provided in Section 3.4(bSections 3.5(b) and 6.1(a6.8(a)); and (B) where any other provision of this Agreement contemplates that the Managing Member may take, approve or agree to a particular action, do a particular thing, or make a particular designation, election, selection or determination (or may cause the Company to take, approve or agree to a particular action, do a particular thing, or make a particular designation, election, selection or determination), the Managing Member shall have the sole discretion to determine whether or not the Managing Member (or the Company) shall take, approve or agree to such action, do such thing, or make such designation, election, selection or determination but, in exercising such discretion, the Managing Member shall be required to act in good faith and in such manner as it reasonably determines to be in, or not opposed to, the bests interests of the Company, and that otherwise complies with any specific standard applicable to such activity as set forth herein. (b) Subject to Section 3.1(a), the Managing Member may, by way of example and not of limitation, cause the Company to: (i) execute and acknowledge such certificates, instruments and other documents (and amendments thereto) as the Managing Member may determine, and file the same with Governmental Entities, for the purpose of effecting and continuing the valid existence of the Company as a limited liability company or qualifying the Company (or to do business as) a limited liability company or a company in which Members and Assignees have limited liability; (ii) execute, deliver and perform such contracts, agreements, undertakings and instruments (and amendments thereto) as the Managing Member may determine, with such broker-dealers banks, other financial institutions, investment managers, investment advisers, custodians, administrators, attorneys, accountants, auditors, record-keepers, appraisers, consultants, other service-providers and counterparties as the Managing Member may select from time to time, on such terms and subject to such conditions as the Managing Member may determine (including terms relating to compensation, exculpation, indemnification and termination), and regardless of whether such service-providers or counterparties are Managing Member Associates or Members or Assignees or have financial, business or other relationships with the Company, any Managing Member Associate or any Member or Assignee, including contracts, agreements, undertakings and instruments under which the Company retains investment managers to manage such portion of the assets of the Company as the Managing Member may commit to their investment discretion from time to time; (iii) engage in any lawful transaction in any Financial Instrument; (iv) register any Assets in the name of the Company or in the name of a nominee; (v) register any Assets associated of the Company; (vi) pay such costs and expenses as the Managing Member may determine; (vii) initiate, defend, compromise, settle or submit to arbitration any legal or contractual claim by or against the Company; (viii) otherwise engage in any and all lawful transactions and activities; and (ix) form one or more subsidiaries and cause any such subsidiary to do anything the Managing Member is authorized to cause the Company to do. (c) Notwithstanding any other provision of this Agreement, the Managing Member may not cause the Company to compensate any Managing Member Associate except upon terms and conditions comparable to those that would be negotiated on an “arm’s length” basis between unaffiliated parties for the type of service or transaction in question (it being understood and agreed that all payments or allocations to the Managing Member or any of its Affiliates described or referred to in this Agreement shall conclusively be presumed to meet that standard).

Rights, Powers and Authority of the Managing Member. (a) Subject only to the provisions of this Agreement and the requirements of applicable law: (i) the Managing Member shall be the Manager of the Company and shall possess full and exclusive right, power and authority to manage and conduct the business and affairs of the Company; provided, however, that this Section 3.1(a)(i) shall not be construed to limit the Managing Member’s 's right, power and authority to delegate, to the maximum extent permitted by law, any of the Managing Member’s 's rights, powers and authority hereunder, with respect to the Company, to such Person or Persons as the Managing Member may select from time to time; and (ii) in managing and conducting the business and affairs of the Company, the Managing Member: (A) shall take such actions and do such things as the Managing Member is expressly required to take or do under this Agreement with respect to the Company, as the case may be; (B) shall cause the Company to take such actions and do such things as the Company is expressly required to take or do under this Agreement; (C) may take, approve or agree to such actions, do such things, and make such designations, elections, selections and determinations as: (1) the Managing Member is expressly authorized, but not required, to take, approve, agree to, do or make under this Agreement; or (2) the Managing Member reasonably determines in good faith to be necessary, appropriate, advisable, incidental or convenient to the discharge of its duties under this Agreement; and (D) may cause the Company to take, approve or agree to such actions, do such things, and make such designations, elections, selections and determinations as: (1) the Managing Member is expressly authorized, but not required, to cause the Company to take, approve, agree to, do or make under this Agreement; or (2) the Managing Member reasonably determines in good faith to be necessary, appropriate, advisable, incidental or convenient to effect the formation of the Company or manage and conduct its business and affairs; provided, however, that: (A) where any provision of this Agreement contemplates that the Managing Member may take, approve or agree to a particular action, do a particular thing, or make a particular designation, election, selection or determination (or may cause the Company to take, approve or agree to a particular action, do a particular thing, or make a particular designation, election, selection or determination), in the Managing Member’s “'s "sole and absolute discretion,” " the Managing Member shall have the sole discretion to determine whether or not the Managing Member (or the Company) shall take, approve or agree to such action, do such thing, or make such designation, election, selection or determination and, in exercising such discretion, the Managing Member shall be required to act in good faith but shall be entitled to consider only such interests and factors as it wishes, including only its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company, or any Member or Assignee of any Member (except to the extent otherwise expressly provided in Section 3.4(b) and 6.1(a); and (B) where any other provision of this Agreement contemplates that the Managing Member may take, approve or agree to a particular action, do a particular thing, or make a particular designation, election, selection or determination (or may cause the Company to take, approve or agree to a particular action, do a particular thing, or make a particular designation, election, selection or determination), the Managing Member shall have the sole discretion to determine whether or not the Managing Member (or the Company) shall take, approve or agree to such action, do such thing, or make such designation, election, selection or determination but, in exercising such discretion, the Managing Member shall be required to act in good faith and in such manner as it reasonably determines to be in, or not opposed to, the bests interests of the Company, and that otherwise complies with any specific standard applicable to such activity as set forth herein. (b) Subject to Section 3.1(a), the Managing Member may, by way of example and not of limitation, cause the Company to: (i) execute and acknowledge such certificates, instruments and other documents (and amendments thereto) as the Managing Member may determine, and file the same with Governmental Entities, for the purpose of effecting and continuing the valid existence of the Company as a limited liability company or qualifying the Company (or to do business as) a limited liability company or a company in which Members and Assignees have limited liability; (ii) execute, deliver and perform such contracts, agreements, undertakings and instruments (and amendments thereto) as the Managing Member may determine, with such broker-dealers banks, other financial institutions, investment managers, investment advisers, custodians, administrators, attorneys, accountants, auditors, record-keepers, appraisers, consultants, other service-providers and counterparties as the Managing Member may select from time to time, on such terms and subject to such conditions as the Managing Member may determine (including terms relating to compensation, exculpation, indemnification and termination), and regardless of whether such service-providers or counterparties are Managing Member Associates or Members or Assignees or have financial, business or other relationships with the Company, any Managing Member Associate or any Member or Assignee, including contracts, agreements, undertakings and instruments under which the Company retains investment managers to manage such portion of the assets of the Company as the Managing Member may commit to their investment discretion from time to time; (iii) engage in any lawful transaction in any Financial Instrument; (iv) register any Assets in the name of the Company or in the name of a nominee; (v) register any Assets associated of the Company; (vi) pay such costs and expenses as the Managing Member may determine; (vii) initiate, defend, compromise, settle or submit to arbitration any legal or contractual claim by or against the Company; (viii) otherwise engage in any and all lawful transactions and activities; and (ix) form one or more subsidiaries and cause any such subsidiary to do anything the Managing Member is authorized to cause the Company to do. (c) Notwithstanding any other provision of this Agreement, the Managing Member may not cause the Company to compensate any Managing Member Associate except upon terms and conditions comparable to those that would be negotiated on an “"arm’s 's length” " basis between unaffiliated parties for the type of service or transaction in question (it being understood and agreed that all payments or allocations to the Managing Member or any of its Affiliates described or referred to in this Agreement shall conclusively be presumed to meet that standard).

Rights, Powers and Authority of the Managing Member. (a) Subject only to the provisions of this Agreement and the requirements of applicable law: (i) the Managing Member shall be the Manager of the Company and shall possess full and exclusive right, power and authority to manage and conduct the business and affairs of the Company; provided, however, that this Section 3.1(a)(i) shall not be construed to limit the Managing Member’s 's right, power and authority to delegate, to the maximum extent permitted by law, any of the Managing Member’s 's rights, powers and authority hereunder, with respect to the Company, to such Person or Persons as the Managing Member may select from time to time; and (ii) in managing and conducting the business and affairs of the Company, the Managing Member: (A) shall take such actions and do such things as the Managing Member is expressly required to take or do under this Agreement with respect to the Company, as the case may be; (B) shall cause the Company to take such actions and do such things as the Company is expressly required to take or do under this Agreement; (C) may take, approve or agree to such actions, do such things, and make such designations, elections, selections and determinations as: (1) the Managing Member is expressly authorized, but not required, to take, approve, agree to, do or make under this Agreement; or (2) the Managing Member reasonably determines in good faith to be necessary, appropriate, advisable, incidental or convenient to the discharge of its duties under this Agreement; and (D) may cause the Company to take, approve or agree to such actions, do such things, and make such designations, elections, selections and determinations as: (1) the Managing Member is expressly authorized, but not required, to cause the Company to take, approve, agree to, do or make under this Agreement; or (2) the Managing Member reasonably determines in good faith to be necessary, appropriate, advisable, incidental or convenient to effect the formation of the Company or manage and conduct its business and affairs; provided, however, that: (A) where any provision of this Agreement contemplates that the Managing Member may take, approve or agree to a particular action, do a particular thing, or make a particular designation, election, selection or determination (or may cause the Company to take, approve or agree to a particular action, do a particular thing, or make a particular designation, election, selection or determination), in the Managing Member’s “'s "sole and absolute discretion,” " the Managing Member shall have the sole discretion to determine whether or not the Managing Member (or the Company) shall take, approve or agree to such action, do such thing, or make such designation, election, selection or determination and, in exercising such discretion, the Managing Member shall be required to act in good faith but shall be entitled to consider only such interests and factors as it wishes, including only its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company, or any Member or Assignee of any Member (except to the extent otherwise expressly provided in Section 3.4(b) and 6.1(a); and (B) where any other provision of this Agreement contemplates that the Managing Member may take, approve or agree to a particular action, do a particular thing, or make a particular designation, election, selection or determination (or may cause the Company to take, approve or agree to a particular action, do a particular thing, or make a particular designation, election, selection or determination), the Managing Member shall have the sole discretion to determine whether or not the Managing Member (or the Company) shall take, approve or agree to such action, do such thing, or make such designation, election, selection or determination but, in exercising such discretion, the Managing Member shall be required to act in good faith and in such manner as it reasonably determines to be in, or not opposed to, the bests interests of the Company, and that otherwise complies with any specific standard applicable to such activity as set forth herein. (b) Subject to Section 3.1(a), the Managing Member may, by way of example and not of limitation, cause the Company to: (i) execute and acknowledge such certificates, instruments and other documents (and amendments thereto) as the Managing Member may determine, and file the same with Governmental Entities, for the purpose of effecting and continuing the valid existence of the Company as a limited liability company or qualifying the Company (or to do business as) a limited liability company or a company in which Members and Assignees have limited liability; (ii) execute, deliver and perform such contracts, agreements, undertakings and instruments (and amendments thereto) as the Managing Member may determine, with such broker-dealers banks, other financial institutions, investment managers, investment advisers, custodians, administrators, attorneys, accountants, auditors, record-keepers, appraisers, consultants, other service-providers and counterparties as the Managing Member may select from time to time, on such terms and subject to such conditions as the Managing Member may determine (including terms relating to compensation, exculpation, indemnification and termination), and regardless of whether such service-providers or counterparties are Managing Member Associates or Members or Assignees or have financial, business or other relationships with the Company, any Managing Member Associate or any Member or Assignee, including contracts, agreements, undertakings and instruments under which the Company retains investment managers to manage such portion of the assets of the Company as the Managing Member may commit to their investment discretion from time to time;: (iii) engage in any lawful transaction in any Financial Instrument; (iv) register any Assets in the name of the Company or in the name of a nominee; (v) register any Assets associated of the Company; (vi) pay such costs and expenses as the Managing Member may determine; (vii) initiate, defend, compromise, settle or submit to arbitration any legal or contractual claim by or against the Company;; and (viii) otherwise engage in any and all lawful transactions and activities; and (ix) and form one or more subsidiaries and cause any such subsidiary to do anything the Managing Member is authorized to cause the Company to do. (c) Notwithstanding any other provision of this Agreement, the Managing Member may not cause the Company to compensate any Managing Member Associate except upon terms and conditions comparable to those that would be negotiated on an “"arm’s 's length” " basis between unaffiliated parties for the type of service or transaction in question (it being understood and agreed that all payments or allocations to the Managing Member or any of its Affiliates described or referred to in this Agreement shall conclusively be presumed to meet that standard).