Common use of Specific Powers Clause in Contracts

Specific Powers. Without limiting the generality of Section 2.5, the Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose set forth in Section 2.5, 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 country, state, territory, district or other jurisdiction, whether domestic or foreign; (b) to acquire by purchase, lease, contribution of property or otherwise, own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property; (c) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, perform and carry out and take any other action with respect to contracts or agreements of any kind, including without limitation leases, licenses, guarantees and other contracts for the benefit of or with any Member or any Affiliate of any Member, without regard to whether such contracts may be deemed necessary, convenient to, or incidental to the accomplishment of the purposes of the Company; (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, trusts, limited liability companies, or individuals or other Persons or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (e) to lend money, to invest and reinvest its funds, and to accept real and personal property for the payment of funds so loaned or invested; (f) to borrow money and issue evidence of indebtedness, and to secure the same by a mortgage, pledge, security interest or other lien on the assets of the Company; (g) 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; (h) to xxx and be sued, complain and defend, and participate in administrative or other proceedings, in its name; (i) to appoint employees, officers, agents and representatives of the Company, and define their duties and fix their compensation; (j) to indemnify any Person in accordance with the Act and this Agreement; (k) to cease its activities and cancel its Certificate of Formation; and (l) 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.

Specific Powers. Without limiting the generality of Section 2.5, the Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose set forth in Section 2.5, 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 country, state, territory, district or other jurisdiction, whether domestic or foreign; (b) to acquire by purchase, lease, contribution of property or otherwise, own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property; (c) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, perform and carry out and take any other action with respect to contracts or agreements of any kind, including without limitation leases, licenses, guarantees and other contracts for the benefit of or with any Member or any Affiliate of any Member, without regard to whether such contracts may be deemed necessary, convenient to, or incidental to the accomplishment of the purposes of the Company; (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, trusts, limited liability companies, or individuals or other Persons or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (e) to lend money, to invest and reinvest its funds, and to accept real and personal property for the payment of funds so loaned or invested; (f) to borrow money and issue evidence of indebtedness, and to secure the same by a mortgage, pledge, security interest or other lien on the assets of the Company; (g) 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; (h) to xxx and be sued, complain and defend, and participate in administrative or other proceedings, in its name; (i) to appoint employees, officers, agents and representatives of the Company, and define their duties and fix their compensation; (j) to indemnify any Person in accordance with the Act and this Agreement; (k) to cease its activities and cancel its Certificate of FormationCertificate; and (l) 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.

Specific Powers. Without limiting the generality of Section 2.5, the Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose set forth in Section 2.5, including, but not limited to, the power: (a) 2.6.1 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 country, state, territory, district or other jurisdiction, whether domestic or foreign; (b) 2.6.2 to acquire by purchase, lease, contribution of property or otherwise, own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property; (c) 2.6.3 to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, perform and carry out and take any other action with respect to contracts or agreements of any kind, including without limitation leases, licenses, guarantees and other contracts for the benefit of or with any Member or any Affiliate of any Member, without regard to whether such contracts may be deemed necessary, convenient to, or incidental to the accomplishment of the purposes of the Company; (d) 2.6.4 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, trusts, limited liability companies, or individuals or other Persons persons or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (e) 2.6.5 to lend money, to invest and reinvest its funds, and to accept real and personal property for the payment of funds so loaned or invested; (f) 2.6.6 to borrow money and issue evidence of indebtedness, and to secure the same by a mortgage, pledge, security interest or other lien on the assets of the Company; (g) 2.6.7 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; (h) 2.6.8 to xxx and be sued, complain and defend, and participate in administrative or other proceedings, in its name; (i) 2.6.9 to appoint employees, officers, agents and representatives of the Company, and define their duties and fix their compensation; (j) 2.6.10 to indemnify any Person in accordance with the Act and this Agreement; (k) 2.6.11 to cease its activities and cancel its Certificate of FormationCertificate; and (l) 2.6.12 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.

Specific Powers. Without limiting Subject to the generality of Section 2.5limitations set forth in this Agreement, the Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose set forth in Section 2.5, including, but not limited to, including to the powerextent in furtherance of the purpose set forth in Section 2.5: (a) 2.6.1 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 country, state, territory, district or other jurisdictionpossession of the United States, whether domestic or foreignin any foreign country that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (b) 2.6.2 to acquire by purchase, lease, contribution of property or otherwise, own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal propertyproperty that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (c) 2.6.3 to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, perform and carry out and take any other action with respect to contracts or agreements of any kind, including without limitation leases, licenses, guarantees and other contracts for the benefit of or with any Member or any Affiliate of any Member, without regard to whether such contracts may be deemed necessaryany Affiliate thereof, or any agent of the Company necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes purpose of the Company; (d) 2.6.4 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, trusts, limited liability companies, or individuals or other Persons or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (e) 2.6.5 to lend money, to invest and reinvest its funds, and to accept take and hold real and personal property for the payment of funds so loaned or invested; 2.6.6 to xxx and be sued, prosecute and defend, and participate in administrative or other proceedings, in its name; 2.6.7 to appoint employees and agents of the Company (f) who may be designated as officers with titles), and define their duties and fix their compensation; 2.6.8 to indemnify any Person in accordance with the Act and this Agreement; 2.6.9 to cease its activities and cancel its Certificate; 2.6.10 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; 2.6.11 to borrow money and issue evidence evidences of indebtedness, and to secure the same by a mortgage, pledge, security interest pledge or other lien on the assets of the Company; (g) 2.6.12 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; (h) to xxx and be sued, complain and defend, and participate in administrative or other proceedings, in its name; (i) to appoint employees, officers, agents and representatives of the Company, and define their duties and fix their compensation; (j) to indemnify any Person in accordance with the Act and this Agreement; (k) to cease its activities and cancel its Certificate of Formation; and (l) 2.6.13 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.

Specific Powers. Without limiting the generality of Section 2.5The Authority is authorized, the Company shall have the power and authority in its own name, to take any and perform all actions necessary, appropriate, proper, advisable, incidental or convenient to or acts necessary for the furtherance exercise of the purpose set forth in Section 2.5foregoing powers, including, but not limited to, any or all of the powerfollowing: (a) to conduct its businessTo make and enter into contracts, carry on its operations including but not limited to, agreements for the purpose of acquiring real and/or personal property, equipment, employment and have professional services, and exercise the powers granted to a limited liability company by the Act in any country, state, territory, district or other jurisdiction, whether domestic or foreignincluding agreements with Members; (b) To make and enter into contracts with wholesalers, subscribers, users, or resellers that desire to acquire by purchase, lease, contribution of property utilize the Systems for their broadband and other communications needs and entities that desire to utilize the Systems only for mutual or otherwise, own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal propertyautomatic aid; (c) to negotiateTo plan and conduct environmental review and other analyses in connection with its plans, enter intoand design buildings, renegotiate, extend, renew, terminate, modify, amend, waive, execute, perform and carry out and take any other action with respect to contracts facilities or agreements communication improvements of any kind, including without limitation leases, licenses, guarantees and other contracts for the benefit of or with any Member or any Affiliate of any Member, without regard to whether such contracts may be deemed necessary, convenient to, or incidental to the accomplishment of the purposes of the Company; (d) to purchase, take, receive, subscribe for or otherwise To acquire, ownconstruct, holdmanage, vote, use, employ, sell, mortgage, lend, pledgemaintain, or otherwise dispose of, operate telecommunications systems or service 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, trusts, limited liability companies, or individuals or other Persons or direct or indirect obligations of to provide the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of themequipment necessary to deliver public services; (e) to lend moneyTo acquire, to invest and reinvest its fundsconstruct, and to accept real and personal property for the payment of funds so loaned manage, maintain or investedoperate any building, works or improvements; (f) to borrow money To acquire, hold, lease, or dispose of property, both real and issue evidence of indebtedness, and to secure the same by a mortgage, pledge, security interest or other lien on the assets of the Companypersonal; (g) To apply for and hold FCC waivers or licenses to payfrequencies, 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 liabilitiesenter spectrum lease agreements; (h) to xxx and be suedTo employ or engage contractors, complain and defendagents, and participate in administrative legal counsel, or other proceedings, in its nameemployees; (i) to appoint employees, officers, agents To xxx and representatives of the Company, and define their duties and fix their compensationbe sued; (j) To apply for, receive and utilize grants and loans from federal, state or local governments or from any other available source in order to indemnify any Person in accordance with pursue the Act and this Agreementpurposes of the Authority; (k) To accept donations; (l) To incur debts, liabilities and obligations, provided that no debt, liability or obligation of the Authority shall constitute a debt, liability or obligation of the individual Members; (m) To impose, levy, collect or cause to cease its activities be collected, or to receive and cancel its Certificate use, communication impact or development fees on new residential, commercial, and industrial development, but only upon the express approval of Formationthe affected Member jurisdiction and as otherwise authorized by local, state, and federal law; (n) Under Government Code Section 6509.5, to invest any money that is not required for the immediate necessities of the Authority, as the Authority determines is advisable, in the same manner and upon the same conditions as local agencies, under Section 53601 of the California Government Code; (o) To carry on technical and other investigations of all kinds necessary to further the purposes of the Authority; and (lp) To promulgate, adopt, and enforce any rules and regulations, as may be necessary and proper to makeimplement and effectuate the terms, executeprovisions, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment purposes of the purpose of the Companythis Agreement.

Specific Powers. Without limiting the generality of Section 2.5, the Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose set forth in Section 2.5, 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 country, state, territory, district or other jurisdiction, whether domestic or foreign; (b) to acquire by purchase, lease, contribution of property or otherwise, own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property; (c) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, perform and carry out and take any other action with respect to contracts or agreements of any kind, including without limitation leases, licenses, guarantees and other contracts for the benefit of or with any Member or any Affiliate of any Member, Member without regard to whether such contracts may be deemed necessary, convenient to, or incidental to the accomplishment of the purposes of the Company; (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, trusts, limited liability companies, or individuals or other Persons persons or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (e) to lend money, to invest and reinvest its funds, and to accept real and personal property for the payment of funds so loaned or invested; (f) to borrow money and issue evidence of indebtedness, and to secure the same by a mortgage, pledge, security interest or other lien on the assets of the Company; (g) 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; (h) to xxx and be sued, complain and defend, and participate in administrative or other proceedings, in its name; (i) to appoint employees, officers, agents and representatives of the Company, and define their duties and fix their compensation; (j) to indemnify any Person in accordance with the Act and this Agreement; (k) to cease its activities and cancel its Certificate of FormationCertificate; and (l1) 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.

Specific Powers. Without limiting the generality of Section 2.5, the Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose set forth in Section 2.5, 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 country, state, territory, district or other jurisdiction, whether domestic or foreign; (b) to acquire by purchase, lease, contribution of property or otherwise, own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property; (c) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, perform and carry out and take any other action with respect to contracts or agreements of any kind, including without limitation leases, licenses, guarantees and other contracts for the benefit of or with any Member or any Affiliate of any Member, without regard to whether such contracts may be deemed necessary, convenient to, or incidental to the accomplishment of the purposes of the Company; (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, trusts, limited liability companies, or individuals or other Persons or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (e) to lend money, to invest and reinvest its funds, and to accept real and personal property for the payment of funds so loaned or invested; (f) to borrow money and issue evidence of indebtedness, and to secure the same by a mortgage, pledge, security interest or other lien on the assets of the Company; (g) 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; (h) to xxx and be sued, complain and defend, and participate in administrative or other proceedings, in its name; (i) to appoint employees, officers, agents and representatives of the Company, and define their duties and fix their compensation; (j) to indemnify any Person in accordance with the Act and this Agreement; (k) to cease its activities and cancel its Certificate articles of Formationorganization; and (l) 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.

Specific Powers. Without limiting the generality of Section 2.53.1, the Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose set forth in Section 2.53.1, 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 Act in any country, state, territory, district or other jurisdiction, whether domestic or foreign; (b) to acquire by purchase, lease, contribution of property or otherwise, own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property; (c) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, perform and carry out and take any other action with respect to contracts or agreements of any kind, including without limitation leases, licenses, guarantees and other contracts for the benefit of or with any Member or any Affiliate of any Member, Member without regard to whether such contracts may be deemed necessary, convenient to, or incidental to the accomplishment of the purposes of the Company; (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, trusts, limited liability companies, or individuals or other Persons persons or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (e) to lend money, to invest and reinvest its funds, and to accept real and personal property for the payment of funds so loaned or invested; (f) to borrow money and issue evidence of indebtedness, and to secure the same by a mortgage, pledge, security interest or other lien on the assets of the Company; (g) 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 (h) to xxx and be sued, complain and defend, and participate in administrative or other proceedings, in its name; (i) to appoint employees, officers, agents and representatives of the Company, and define their duties and fix their compensation; (j) to indemnify any Person in accordance with the Act and this Agreement; (k) to cease its activities and cancel its Certificate of Formation; andCertificate; (l) 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.

Specific Powers. Without limiting the generality of Section 2.5, the Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, convenient or incidental or convenient to or for the furtherance of the purpose purposes set forth in Section 2.5, including, but not limited to, including the power: (a) to 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 country, state, territory, district or other jurisdiction, whether domestic or foreign; (b) to To acquire by purchase, lease, contribution of property or otherwise, own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property; (c) to To negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, perform and carry out and take any other action with respect to contracts or agreements of any kind, including without limitation and any leases, licenses, guarantees and other contracts for the benefit of or the Company with any Member or any Affiliate of any Member, without regard to whether such contracts may be deemed necessary, convenient to, or incidental to the accomplishment of the purposes of the Company; (d) to To purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, 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, trusts, limited liability companies, or individuals or other Persons Persons, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (e) to To lend money, to invest and reinvest its funds, and to accept real and personal property for the payment of funds so loaned or invested; (f) to To borrow money and issue evidence of indebtedness, and to secure the same by a mortgage, pledge, security interest or other lien on the assets of the Company; (g) to 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; (h) to To xxx and be sued, complain and defend, defend and participate in administrative or other proceedings, proceedings in its name; (i) to To appoint employees, officers, agents agents, consultants and representatives of the Company, and define their duties and fix their compensation, including equity or equity-linked compensation; (j) to To indemnify any Person in accordance with the Act and this Agreement; (k) to To cease its activities and cancel its Certificate of FormationCertificate; and (l) to 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.

Specific Powers. Without limiting the generality of Section 2.5, the Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose set forth in Section 2.5, 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 country, state, territory, district or other jurisdiction, whether domestic or foreign; (b) to acquire by purchase, lease, contribution of property or otherwise, own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property; (c) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, perform and carry out and take any other action with respect to contracts or agreements of any kind, including without limitation leases, licenses, guarantees and other contracts for the benefit of or with any Member or any Affiliate of any Member, Member without regard to whether such contracts may be deemed necessary, convenient to, or incidental to the accomplishment of the purposes of the Company; (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, trusts, limited liability companies, or individuals or other Persons persons or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (e) to lend money, to invest and reinvest its funds, and to accept real and personal property for the payment of funds so loaned or invested; (f) to borrow money and issue evidence of indebtedness, and to secure the same by a mortgage, pledge, security interest or other lien on the assets of the Company; (g) 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 (h) to xxx and be sued, complain and defend, and participate in administrative or other proceedings, in its name; (i) to appoint employees, officers, agents and representatives of the Company, and define their duties and fix their compensation; (j) to indemnify any Person in accordance with the Act and this Agreement; (k) to cease its activities and cancel its Certificate of Formation; andCertificate; (l) 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.

Specific Powers. Without limiting the generality of Section 2.5, the Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose set forth in Section 2.5, 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 country, state, territory, district or other jurisdiction, whether domestic or foreign; (b) to acquire by purchase, lease, contribution of property or otherwise, own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property; (c) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, perform and carry out and take any other action with respect to contracts or agreements of any kind, including without limitation leases, licenses, guarantees and other contracts for the benefit of or with any Member or any Affiliate of any Member, without regard to whether such contracts may be deemed necessary, convenient to, or incidental to the accomplishment of the purposes of the Company; (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, trusts, limited liability companies, or individuals or other Persons or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (e) to lend money, to invest and reinvest its funds, and to accept real and personal property for the payment of funds so loaned or invested; (f) to borrow money and issue evidence of indebtedness, and to secure the same by a mortgage, pledge, security interest or other lien on the assets of the Company;; SUNGARD SECURITIES FINANCE INTERNATIONAL LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 4 OF 14 (g) 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; (h) to xxx and be sued, complain and defend, and participate in administrative or other proceedings, in its name; (i) to appoint employees, officers, agents and representatives of the Company, and define their duties and fix their compensation; (j) to indemnify any Person in accordance with the Act and this Agreement; (k) to cease its activities and cancel its Certificate of Formation; and (l) 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.

Specific Powers. Without limiting the generality of Section 2.5, the Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose set forth in Section 2.5, 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 country, state, territory, district or other jurisdiction, whether domestic or foreign; (b) to acquire by purchase, lease, contribution of property or otherwise, own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property; (c) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, perform and carry out and take any other action with respect to contracts or agreements of any kind, including without limitation leases, licenses, guarantees and other contracts for the benefit of or with any Member or any Affiliate of any Member, without regard to whether such contracts may be deemed necessary, convenient to, or incidental to the accomplishment of the purposes of the Company; (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, trusts, limited liability companies, or individuals or other Persons or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (e) to lend money, to invest and reinvest its funds, and to accept real and personal property for the payment of funds so loaned or invested; (f) to borrow money and issue evidence of indebtedness, and to secure the same by a mortgage, pledge, security interest or other lien on the assets of the Company;; SUNGARD REFERENCE DATA SOLUTIONS LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 4 OF 14 (g) 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; (h) to xxx and be sued, complain and defend, and participate in administrative or other proceedings, in its name; (i) to appoint employees, officers, agents and representatives of the Company, and define their duties and fix their compensation; (j) to indemnify any Person in accordance with the Act and this Agreement; (k) to cease its activities and cancel its Certificate of Formation; and (l) 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.

Specific Powers. Without limiting the generality of Section 2.5, the Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose set forth in Section 2.5, 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 country, state, territory, district or other jurisdiction, whether domestic or foreign; (b) to acquire by purchase, lease, contribution of property or otherwise, own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property; (c) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, perform and carry out and take any other action with respect to contracts or agreements of any kind, including without limitation leases, licenses, guarantees and other contracts for the benefit of or with any Member or any Affiliate of any Member, without regard to whether such contracts may be deemed necessary, convenient to, or incidental to the accomplishment of the purposes of the Company; (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, trusts, limited liability companies, or individuals or other Persons or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (e) to lend money, to invest and reinvest its funds, and to accept real and personal property for the payment of funds so loaned or invested; (f) to borrow money and issue evidence of indebtedness, and to secure the same by a mortgage, pledge, security interest or other lien on the assets of the Company; (g) to make payments to any Person, including a Member, pursuant to the Restructuring Agreement; (h) 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; (hi) to xxx sxx and be sued, complain and defend, and participate in administrative or other proceedings, in its name; (ij) to appoint employees, officers, agents and representatives of the Company, and define their duties and fix their compensation; (jk) to indemnify any Person in accordance with the Act and this Agreement; (kl) to cease its activities and cancel its Certificate of Formation; and (lm) 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.

Specific Powers. Without limiting the generality of Section 2.5, the Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose set forth in Section 2.5, 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 country, state, territory, district or other jurisdiction, whether domestic or foreign; (b) to acquire by purchase, lease, contribution of property or otherwise, own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property;; SRS DEVELOPMENT LLC LIMITED LIABILITY COMPANY AGREEMENT (c) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, perform and carry out and take any other action with respect to contracts or agreements of any kind, including without limitation leases, licenses, guarantees and other contracts for the benefit of or with any Member or any Affiliate of any Member, without regard to whether such contracts may be deemed necessary, convenient to, or incidental to the accomplishment of the purposes of the Company; (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, trusts, limited liability companies, or individuals or other Persons or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (e) to lend money, to invest and reinvest its funds, and to accept real and personal property for the payment of funds so loaned or invested; (f) to borrow money and issue evidence of indebtedness, and to secure the same by a mortgage, pledge, security interest or other lien on the assets of the Company; (g) 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; (h) to xxx and be sued, complain and defend, and participate in administrative or other proceedings, in its name; (i) to appoint employees, officers, agents and representatives of the Company, and define their duties and fix their compensation; (j) to indemnify any Person in accordance with the Act and this Agreement; (k) to cease its activities and cancel its Certificate of Formation; and (l) 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.

Specific Powers. Without limiting the generality of Section 2.5, the Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose set forth in Section 2.5, 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 country, state, territory, district or other jurisdiction, whether domestic or foreign; (b) to acquire by purchase, lease, contribution of property or otherwise, own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property; (c) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, perform and carry out and take any other action with respect to contracts or agreements of any kind, including without limitation leases, licenses, guarantees and other contracts for the benefit of or with any Member or any Affiliate of any Member, without regard to whether such contracts may be deemed necessary, convenient to, or incidental to the accomplishment of the purposes of the Company; (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, trusts, limited liability companies, or individuals or other Persons or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (e) to lend money, to invest and reinvest its funds, and to accept real and personal property for the payment of funds so loaned or invested; (f) to borrow money and issue evidence of indebtedness, and to secure the same by a mortgage, pledge, security interest or other lien on the assets of the Company; (g) 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; ; WALL STREET CONCEPTS LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 4 OF 14 (h) to xxx and be sued, complain and defend, and participate in administrative or other proceedings, in its name; (i) to appoint employees, officers, agents and representatives of the Company, and define their duties and fix their compensation; (j) to indemnify any Person in accordance with the Act and this Agreement; (k) to cease its activities and cancel its Certificate of Formation; and (l) 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.

Specific Powers. Without limiting the generality of Section 2.52.6, the Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose set forth in Section 2.52.6, including, but not limited to, the power: (a) 2.7.1 to conduct its business, carry on its operations and have and exercise the powers granted to a limited liability company by the Act or under any other applicable law in any country, state, territory, district or other jurisdiction, whether domestic or foreign, that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (b) to acquire by purchase, lease, contribution of property or otherwise, own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property; (c) 2.7.2 to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, perform and carry out and take any other action with respect to contracts or agreements of any kindkind including, including without limitation leaseslimitation, licenses, guarantees and other contracts for the benefit of or with any Member or any Affiliate of any Memberthereof, without regard to whether such contracts may be deemed necessaryin connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (d) 2.7.3 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, trusts, limited liability companies, or individuals or other Persons or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (e) 2.7.4 to lend moneysue and be sued, to invest and reinvest its fundscomplain xxx defend, and to accept real and personal property for the payment of funds so loaned participate in administrative or investedother proceedings, in its name; (f) 2.7.5 to borrow money elect and issue evidence designate one or more managers of indebtedness, the Company and to secure the same by a mortgageappoint officers, pledgeemployees, security interest or other lien on the assets agents and representatives of the Company, and define their duties and fix their compensation; (g) 2.7.6 to indemnify any Person in accordance with this Agreement; 2.7.7 to cease its activities and cancel its Certificate; 2.7.8 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; (h) to xxx and be sued, complain and defend, and participate in administrative or other proceedings, in its name; (i) to appoint employees, officers, agents and representatives of the Company, and define their duties and fix their compensation; (j) to indemnify any Person in accordance with the Act and this Agreement; (k) to cease its activities and cancel its Certificate of Formation; and (l) 2.7.9 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. Notwithstanding the foregoing provisions of this Section 2.7, in no event shall the Company have the authority to borrow or otherwise incur or take property subject to indebtedness without the approval of the Board.

Specific Powers. Without limiting the generality of Section 2.5, the Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose set forth in Section 2.5, 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 country, state, territory, district or other jurisdiction, whether domestic or foreign; (b) to acquire by purchase, lease, contribution of property or otherwise, own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property; (c) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, perform and carry out and take any other action with respect to contracts or agreements of any kind, including without limitation leases, licenses, guarantees and other contracts for the benefit of or with any Member or any Affiliate of any Member, without regard to whether such contracts may be deemed necessary, convenient to, or incidental to the accomplishment of the purposes of the Company; (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, trusts, limited liability companies, or individuals or other Persons or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (e) to lend money, to invest and reinvest its funds, and to accept real and personal property for the payment of funds so loaned or invested; (f) to borrow money and issue evidence of indebtedness, and to secure the same by a mortgage, pledge, security interest or other lien on the assets of the Company;; SUNGARD EPROCESS INTELLIGENCE LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 4 OF 14 (g) 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; (h) to xxx and be sued, complain and defend, and participate in administrative or other proceedings, in its name; (i) to appoint employees, officers, agents and representatives of the Company, and define their duties and fix their compensation; (j) to indemnify any Person in accordance with the Act and this Agreement; (k) to cease its activities and cancel its Certificate of Formation; and (l) 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.

Specific Powers. Without limiting the generality of Section 2.5, the Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose set forth in Section 2.5, 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 country, state, territory, district or other jurisdiction, whether domestic or foreign; (b) to acquire by purchase, lease, contribution of property or otherwise, own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property; (c) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, perform and carry out and take any other action with respect to contracts or agreements of any kind, including without limitation leases, licenses, guarantees and other contracts for the benefit of or with any Member or any Affiliate of any Member, without regard to whether such contracts may be deemed necessary, convenient to, or incidental to the accomplishment of the purposes of the Company; (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, trusts, limited liability companies, or individuals or other Persons or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (e) to lend money, to invest and reinvest its funds, and to accept real and personal property for the payment of funds so loaned or invested; (f) to borrow money and issue evidence of indebtedness, and to secure the same by a mortgage, pledge, security interest or other lien on the assets of the Company;; ACEVA TECHNOLOGIES LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 4 OF 14 (g) 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; (h) to xxx and be sued, complain and defend, and participate in administrative or other proceedings, in its name; (i) to appoint employees, officers, agents and representatives of the Company, and define their duties and fix their compensation; (j) to indemnify any Person in accordance with the Act and this Agreement; (k) to cease its activities and cancel its Certificate of Formation; and (l) 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.

Specific Powers. Without limiting the generality of Section 2.5, the Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose set forth in Section 2.5, including, but not limited to, the power: (a) 2.6.1 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 country, state, territory, district or other jurisdiction, whether domestic or foreign, that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (b) 2.6.2 to acquire by purchase, lease, contribution of property or otherwise, own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property; (c) 2.6.3 to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, perform and carry out and take any other action with respect to contracts or agreements of any kind, including without limitation leases, licenses, guarantees and other contracts for the benefit of or with any Member or any Affiliate of any Memberthereof, without regard to whether such contracts may be deemed necessary, convenient to, or incidental to the accomplishment of the purposes of the Company; (d) 2.6.4 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, trusts, limited liability companies, or individuals or other Persons or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (e) 2.6.5 to lend money, to invest and reinvest its funds, and to accept real and personal property for the payment of funds so loaned or invested; (f) 2.6.6 to xxx and be sued, complain and defend, and participate in administrative or other proceedings, in its name; 2.6.7 to appoint employees, agents and representatives of the Company, and define their duties and fix their compensation; 2.6.8 to indemnify any Person in accordance with the Act and this Agreement; 2.6.9 to cease its activities and cancel its Certificate; 2.6.10 to borrow money and issue evidence of indebtedness, and to secure the same by a mortgage, pledge, security interest pledge or other lien on the assets of the Company; (g) 2.6.11 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; (h) to xxx and be sued, complain and defend, and participate in administrative or other proceedings, in its name; (i) to appoint employees, officers, agents and representatives of the Company, and define their duties and fix their compensation; (j) to indemnify any Person in accordance with the Act and this Agreement; (k) to cease its activities and cancel its Certificate of Formation; and (l) 2.6.12 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.

Specific Powers. Without limiting the generality of Section 2.5, the Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose set forth in Section 2.5, 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 country, state, territory, district or other jurisdiction, whether domestic or foreign; (b) to acquire by purchase, lease, contribution of property or otherwise, own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property; (c) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, perform and carry out and take any other action with respect to contracts or agreements of any kind, including without limitation leases, licenses, guarantees and other contracts for the benefit of or with any Member or any Affiliate of any Member, without regard to whether such contracts may be deemed necessary, convenient to, or incidental to the accomplishment of the purposes of the Company; (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, trusts, limited liability companies, or individuals or other Persons or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (e) to lend money, to invest and reinvest its funds, and to accept real and personal property for the payment of funds so loaned or invested; (f) to borrow money and issue evidence of indebtedness, and to secure the same by a mortgage, pledge, security interest or other lien on the assets of the Company;; SIS EUROPE HOLDINGS LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 4 OF 14 (g) 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; (h) to xxx and be sued, complain and defend, and participate in administrative or other proceedings, in its name; (i) to appoint employees, officers, agents and representatives of the Company, and define their duties and fix their compensation; (j) to indemnify any Person in accordance with the Act and this Agreement; (k) to cease its activities and cancel its Certificate of Formation; and (l) 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.

Specific Powers. Without limiting the generality of Section 2.5, the Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose set forth in Section 2.5, including, but not limited to, the power: (a) 2.6.1 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 country, state, territory, district or other jurisdiction, whether domestic or foreign, that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (b) 2.6.2 to acquire by purchase, lease, contribution of property or otherwise, own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property; (c) 2.6.3 to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, perform and carry out and take any other action with respect to contracts or agreements of any kind, including without limitation leases, licenses, guarantees and other contracts for the benefit of or with any Member or any Affiliate of any Memberthereof, without regard to whether such contracts may be deemed necessary, convenient to, or incidental to the accomplishment of the purposes of the Company; (d) 2.6.4 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, trusts, limited liability companies, or individuals or other Persons or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (e) 2.6.5 to lend money, to invest and reinvest its funds, and to accept real and personal property for the payment of funds so loaned or invested; (f) 2.6.6 to sue and be sued, complain and defend, and participate in adxxxistrative or other proceedings, in its name; 2.6.7 to appoint employees, agents and representatives of the Company, and define their duties and fix their compensation; 2.6.8 to indemnify any Person in accordance with the Act and this Agreement; 2.6.9 to cease its activities and cancel its Certificate; 2.6.10 to borrow money and issue evidence of indebtedness, and to secure the same by a mortgage, pledge, security interest pledge or other lien on the assets of the Company; (g) 2.6.11 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; (h) to xxx and be sued, complain and defend, and participate in administrative or other proceedings, in its name; (i) to appoint employees, officers, agents and representatives of the Company, and define their duties and fix their compensation; (j) to indemnify any Person in accordance with the Act and this Agreement; (k) to cease its activities and cancel its Certificate of Formation; and (l) 2.6.12 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.

Specific Powers. Without limiting the generality of Section 2.52.5 hereof, the Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose set forth in Section 2.5, including, but not limited to, the power: (a) 2.6.1 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 country, state, territory, district or other jurisdictionpossession of the United States, whether domestic or foreignin any foreign country that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (b) 2.6.2 to acquire by purchase, lease, contribution of property or otherwise, own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal propertyproperty that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (c) 2.6.3 to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, perform and carry out and take any other action with respect to contracts or agreements of any kind, including including, without limitation leaseslimitation, licenses, guarantees and other contracts for the benefit of or with any Member or any Affiliate of any Member, without regard to whether such contracts may be deemed necessaryany Affiliate thereof, or any agent of the Company necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes purpose of the Company; (d) 2.6.4 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, trusts, limited liability companies, or individuals or other Persons or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (e) 2.6.5 to lend money, to invest and reinvest its funds, and to accept take and hold real and personal property for the payment of funds so loaned or invested; (f) 2.6.6 to sue xxx be sued, complain and defend, and participate in administrative or other proceedings, in its name or otherwise; 2.6.7 to appoint employees and agents of the Company, and define their duties and fix their compensation; 2.6.8 to indemnify any Person in accordance with the Act or otherwise to the extent not prohibited by the Act or other applicable law; 2.6.9 to cease its activities and cancel its Certificate; 2.6.10 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; 2.6.11 to borrow money and issue evidence evidences of indebtedness, and to secure the same by a mortgage, pledge, security interest pledge or other lien on any or all of the assets of the Company; (g) 2.6.12 to make contracts of guaranty and suretyship which are necessary or convenient to the conduct, promotion or attainment of the business of a corporation all or a majority of the outstanding stock of which is owned, directly or indirectly, by the Company. 2.6.13 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; (h) to xxx and be sued, complain and defend, and participate in administrative or other proceedings, in its name; (i) to appoint employees, officers, agents and representatives of the Company, and define their duties and fix their compensation; (j) to indemnify any Person in accordance with the Act and this Agreement; (k) to cease its activities and cancel its Certificate of Formation; and (l) 2.6.14 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.

Specific Powers. Without limiting the generality of Section 2.5, the Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose set forth in Section 2.5, 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 country, state, territory, district or other jurisdiction, whether domestic or foreign; (b) to acquire by purchase, lease, contribution of property or otherwise, own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property; (c) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, perform and carry out and take any other action with respect to contracts or agreements of any kind, including without limitation leases, licenses, guarantees and other contracts for the benefit of or with any Member or any Affiliate of any Member, without regard to whether such contracts may be deemed necessary, convenient to, or incidental to the accomplishment of the purposes of the Company; (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, trusts, limited liability companies, or individuals or other Persons or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (e) to lend money, to invest and reinvest its funds, and to accept real and personal property for the payment of funds so loaned or invested; (f) to borrow money and issue evidence of indebtedness, and to secure the same by a mortgage, pledge, security interest or other lien on the assets of the Company; (g) to make payments of Third Party Expenses or other Company expenses to any Person, including a Member; (h) 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; (hi) to xxx sxx and be sued, complain and defend, and participate in administrative or other proceedings, in its name; (ij) to appoint employees, officers, agents and representatives of the Company, and define their duties and fix their compensation; (jk) to indemnify any Person in accordance with the Act and this Agreement; (kl) to cease its activities and cancel its Certificate of Formation; and (lm) 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.

Specific Powers. Without limiting the generality of Section 2.5, but subject to the limitations contained in the Certificate or elsewhere in this Agreement, the Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose set forth in Section 2.5, including, but not limited to, including the power: (a) 2.6.1. 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 country, state, territory, district or other jurisdictionpossession of the United States, whether domestic or foreignin any foreign country that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (b) 2.6.2. to acquire by purchase, lease, contribution of property or otherwise, own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal propertyproperty that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (c) 2.6.3. to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, perform and carry out and take any other action with respect to contracts or agreements of any kind, including without limitation leases, licenses, guarantees and other contracts for the benefit of or with any Member or any Affiliate of any Member, without regard to whether such contracts may be deemed necessaryany Affiliate thereof, or any agent of the Company necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes purpose of the Company; (d) 2.6.4. 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, trusts, limited liability companies, or individuals or other Persons or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (e) 2.6.5. to lend money, to invest and reinvest its funds, and to accept take and hold real and personal property for the payment of funds so loaned or invested; (f) 2.6.6. to xxx and be sued, complain and defend, and participate in administrative or other proceedings, in its name; 2.6.7. to appoint employees and agents of the Company, and define their duties and fix their compensation; 2.6.8. to indemnify any Person in accordance with the Act and other applicable law and this Agreement; 2.6.9. to cease its activities and cancel its Certificate; 2.6.10. 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; 2.6.11. to borrow money and issue evidence evidences of indebtedness, and to secure the same by a mortgage, pledge, security interest pledge or other lien on the assets of the Company; (g) 2.6.12. 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; (h) to xxx and be sued, complain and defend, and participate in administrative or other proceedings, in its name; (i) to appoint employees, officers, agents and representatives of the Company, and define their duties and fix their compensation; (j) to indemnify any Person in accordance with the Act and this Agreement; (k) to cease its activities and cancel its Certificate of Formation; and (l) 2.6.13. 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. The Company, and any officer of the Company, on behalf of the Company, may enter into and perform the Associated Documents and any agreements or documents contemplated thereby or related thereto and any amendments thereto, without any further act, vote or approval of any Person, notwithstanding anything in this Agreement to the contrary. Any officer is hereby authorized to enter into the agreements described in this paragraph on behalf of the Company, but such authorization shall not be deemed a restriction on the power of an officer to enter into other agreements on behalf of the Company.

Specific Powers. Without limiting the generality of Section 2.5, the Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose set forth in Section 2.5, 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 country, state, territory, district or other jurisdiction, whether domestic or foreign; (b) to acquire by purchase, lease, contribution of property or otherwise, own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property; (c) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, perform and carry out and take any other action with respect to contracts or agreements of any kind, including without limitation leases, licenses, guarantees and other contracts for the benefit of or with any Member or any Affiliate of any Member, without regard to whether such contracts may be deemed necessary, convenient to, or incidental to the accomplishment of the purposes of the Company; (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, trusts, limited liability companies, or individuals or other Persons or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (e) to lend money, to invest and reinvest its funds, and to accept real and personal property for the payment of funds so loaned or invested; (f) to borrow money and issue evidence of indebtedness, and to secure the same by a mortgage, pledge, security interest or other lien on the assets of the Company; (g) 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; (h) to xxx and be sued, complain and defend, and participate in administrative or other proceedings, in its name; (i) to appoint employees, officers, agents and representatives of the Company, and define their duties and fix their compensation; (j) to indemnify any Person in accordance with the Act and this Agreement; (k) to cease its activities and cancel its Certificate of Formation; and (l1) 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.

Specific Powers. Without limiting the generality of Section 2.5, the Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose set forth in Section 2.5, including, but not limited to, the power: (a) 2.6.1 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 country, state, territory, district or other jurisdiction, whether domestic or foreign, that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (b) 2.6.2 to acquire by purchase, lease, contribution of property or otherwise, own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property; (c) 2.6.3 to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, perform and carry out and take any other action with respect to contracts or agreements of any kind, including without limitation leases, licenses, guarantees and other contracts for the benefit of or with any Member or any Affiliate of any Memberthereof, without regard to whether such contracts may be deemed necessary, convenient to, or incidental to the accomplishment of the purposes of the Company; (d) 2.6.4 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, trusts, limited liability companies, or individuals or other Persons or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (e) 2.6.5 to lend money, to invest and reinvest its funds, and to accept real and personal property for the payment of funds so loaned or invested; (f) 2.6.6 to xxx and be sued, complain and defend, and participate in administrative or other proceedings, in its name; 2.6.7 to appoint employees, agents and representatives of the Company, and define their duties and fix their compensation; 2.6.8 to indemnify any Person in accordance with this Agreement and the Act; 2.6.9 to cease its activities and cancel its Certificate; 2.6.10 to borrow money and issue evidence of indebtedness, and to secure the same by a mortgage, pledge, security interest pledge or other lien on the assets of the Company; (g) 2.6.11 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; (h) to xxx and be sued, complain and defend, and participate in administrative or other proceedings, in its name; (i) to appoint employees, officers, agents and representatives of the Company, and define their duties and fix their compensation; (j) to indemnify any Person in accordance with the Act and this Agreement; (k) to cease its activities and cancel its Certificate of Formation; and (l) 2.6.12 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.

Specific Powers. Without limiting the generality of Section 2.5, the Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose set forth in Section 2.5, including, but not limited to, the power: (a) 2.6.1 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 country, state, territory, district or other jurisdiction, whether domestic or foreign, that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (b) 2.6.2 to acquire by purchase, lease, contribution of property or otherwise, own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property; (c) 2.6.3 to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, perform and carry out and take any other action with respect to contracts or agreements of any kind, including without limitation leases, licenses, guarantees and other contracts for the benefit of or with any Member or any Affiliate of any Memberthereof, without regard to whether such contracts may be deemed necessary, convenient to, or incidental to the accomplishment of the purposes of the Company; (d) 2.6.4 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, trusts, limited liability companies, or individuals or other Persons or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (e) 2.6.5 to lend money, to invest and reinvest its funds, and to accept real and personal property for the payment of funds so loaned or invested; (f) 2.6.6 to xxx and be sued, complain and defend, and participate in administrative or other proceedings, in its name; 2.6.7 to appoint employees, agents and representatives of the Company, and define their duties and FIX their compensation; 2.6.8 to indemnify any Person in accordance with this Agreement and the Act; 2.6.9 to cease its activities and cancel its Certificate; 2.6.10 to borrow money and issue evidence of indebtedness, and to secure the same by a mortgage, pledge, security interest pledge or other lien on the assets of the Company; (g) 2.6.11 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; (h) to xxx and be sued, complain and defend, and participate in administrative or other proceedings, in its name; (i) to appoint employees, officers, agents and representatives of the Company, and define their duties and fix their compensation; (j) to indemnify any Person in accordance with the Act and this Agreement; (k) to cease its activities and cancel its Certificate of Formation; and (l) 2.6.12 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.

Specific Powers. Without limiting the generality of Section 2.5, the Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose set forth in Section 2.5, 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 country, state, territory, district or other jurisdiction, whether domestic or foreign; (b) to acquire by purchase, lease, contribution of property or otherwise, own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property; (c) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, perform and carry out and take any other action with respect to contracts or agreements of any kind, including without limitation leases, licenses, guarantees and other contracts for the benefit of or with any Member or any Affiliate of any Member, without regard to whether such contracts may be deemed necessary, convenient to, or incidental to the accomplishment of the purposes of the Company; (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, trusts, limited liability companies, or individuals or other Persons or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (e) to lend money, to invest and reinvest its funds, and to accept real and personal property for the payment of funds so loaned or invested; (f) to borrow money and issue evidence of indebtedness, and to secure the same by a mortgage, pledge, security interest or other lien on the assets of the Company; (g) 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; (h) to xxx sxx and be sued, complain and defend, and participate in administrative or other proceedings, in its name; (i) to appoint employees, officers, agents and representatives of the Company, and define their duties and fix their compensation; (j) to indemnify any Person in accordance with the Act and this Agreement; (k) to cease its activities and cancel its Certificate of Formation; and (l) 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.

Specific Powers. Without limiting the generality of Section 2.5, the Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose set forth in Section 2.5, 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 country, state, territory, district or other jurisdiction, whether domestic or foreign; (b) to acquire by purchase, lease, contribution of property or otherwise, own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property; (c) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, perform and carry out and take any other action with respect to contracts or agreements of any kind, including without limitation leases, licenses, guarantees and other contracts for the benefit of or with any Member or any Affiliate of any Member, without regard to whether such contracts may be deemed necessary, convenient to, or incidental to the accomplishment of the purposes of the Company; (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, trusts, limited liability companies, or individuals or other Persons or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (e) to lend money, to invest and reinvest its funds, and to accept real and personal property for the payment of funds so loaned or invested; (f) to borrow money and issue evidence of indebtedness, and to secure the same by a mortgage, pledge, security interest or other lien on the assets of the Company; ; SUNGARD CONSULTING SERVICES LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 4 OF 14 (g) 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; (h) to xxx and be sued, complain and defend, and participate in administrative or other proceedings, in its name; (i) to appoint employees, officers, agents and representatives of the Company, and define their duties and fix their compensation; (j) to indemnify any Person in accordance with the Act and this Agreement; (k) to cease its activities and cancel its Certificate of Formation; and (l) 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.

Specific Powers. Without limiting the generality of Section 2.5, the Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose set forth in Section 2.5, 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 country, state, territory, district or other jurisdiction, whether domestic or foreign; (b) to acquire by purchase, lease, contribution of property or otherwise, own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property; (c) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, perform and carry out and take any other action with respect to contracts or agreements of any kind, including without limitation leases, licenses, guarantees and other contracts for the benefit of or with any Member or any Affiliate of any Member, without regard to whether such contracts may be deemed necessary, convenient to, or incidental to the accomplishment of the purposes of the Company; (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, trusts, limited liability companies, or individuals or other Persons or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (e) to lend money, to invest and reinvest its funds, and to accept real and personal property for the payment of funds so loaned or invested; (f) to borrow money and issue evidence of indebtedness, and to secure the same by a mortgage, pledge, security interest or other lien on the assets of the Company;; SUNGARD INSTITUTIONAL PRODUCTS LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 4 OF 14 (g) 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; (h) to xxx and be sued, complain and defend, and participate in administrative or other proceedings, in its name; (i) to appoint employees, officers, agents and representatives of the Company, and define their duties and fix their compensation; (j) to indemnify any Person in accordance with the Act and this Agreement; (k) to cease its activities and cancel its Certificate of Formation; and (l) 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.

Specific Powers. Without limiting the generality of Section 2.55, the Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose set forth in Section 2.5, 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 country, state, territory, district or other jurisdiction, whether domestic or foreign; (b) to acquire by purchase, lease, contribution of property or otherwise, own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property; (c) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, perform and carry out and take any other action with respect to contracts or agreements of any kind, including without limitation leases, licenses, guarantees and other contracts for the benefit of or with any Member or any Affiliate of any Member, Member without regard to whether such contracts may be deemed necessary, convenient to, or incidental to the accomplishment of the purposes of the Company; (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, trusts, limited liability companies, or individuals or other Persons persons or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (e) to lend money, to invest and reinvest its funds, and to accept real and personal property for the payment of funds so loaned or invested; (f) to borrow money and issue evidence of indebtedness, and to secure the same by a mortgage, pledge, security interest or other lien on the assets of the Company; (g) 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 (h) to xxx and be sued, complain and defend, and participate in administrative or other proceedings, in its name; (i) to appoint employees, officers, agents and representatives of the Company, and define their duties and fix their compensation; (j) to indemnify any Person in accordance with the Act and this Agreement; (k) to cease its activities and cancel its Certificate of Formation; andCertificate; (l) 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.

Specific Powers. Without limiting the generality of Section 2.5, the Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose set forth in Section 2.5, 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 country, state, territory, district or other jurisdiction, whether domestic or foreign; (b) to acquire by purchase, lease, contribution of property or otherwise, own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property;; SUNGARD DEVELOPMENT LLC LIMITED LIABILITY COMPANY AGREEMENT (c) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, perform and carry out and take any other action with respect to contracts or agreements of any kind, including without limitation leases, licenses, guarantees and other contracts for the benefit of or with any Member or any Affiliate of any Member, without regard to whether such contracts may be deemed necessary, convenient to, or incidental to the accomplishment of the purposes of the Company; (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, trusts, limited liability companies, or individuals or other Persons or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (e) to lend money, to invest and reinvest its funds, and to accept real and personal property for the payment of funds so loaned or invested; (f) to borrow money and issue evidence of indebtedness, and to secure the same by a mortgage, pledge, security interest or other lien on the assets of the Company; (g) 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; (h) to xxx and be sued, complain and defend, and participate in administrative or other proceedings, in its name; (i) to appoint employees, officers, agents and representatives of the Company, and define their duties and fix their compensation; (j) to indemnify any Person in accordance with the Act and this Agreement; (k) to cease its activities and cancel its Certificate of Formation; and (l) 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.

Specific Powers. Without limiting the generality of Section 2.5, the Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose set forth in Section 2.5, including, but not limited to, the power: (a) 2.6.1 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 country, state, territory, district or other jurisdiction, whether domestic or foreign, that may be necessary, convenient incidental to the accomplishment of the purposes of the Company; (b) 2.6.2 to acquire by purchase, lease, contribution of property or otherwise, own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property; (c) 2.6.3 to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, perform and carry out and take any other action with respect to contracts or agreements of any kind, including without limitation leases, licenses, guarantees and other contracts for the benefit of or with any Member or any Affiliate of any Memberthereof, without regard to whether such contracts may be deemed necessary, convenient to, or incidental to the accomplishment of the purposes of the Company; (d) 2.6.4 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, trusts, limited liability companies, or individuals or other Persons or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (e) 2.6.5 to lend money, to invest and reinvest its funds, and to accept real and personal property for the payment of funds so loaned or invested; (f) 2.6.6 to xxx and be sued, complain and defend, and participate in administrative or other proceedings, in its name; 2.6.7 to appoint employees, agents and representatives of the Company, and define their duties and fix their compensation; 2.6.8 to indemnify any Person in accordance with the Act and this Agreement; 2.6.9 to cease its activities and cancel its Certificate; 2.6.10 to borrow money and issue evidence of indebtedness, and to secure the same by a mortgage, pledge, security interest pledge or other lien on the assets of the Company; (g) 2.6.11 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; (h) to xxx and be sued, complain and defend, and participate in administrative or other proceedings, in its name; (i) to appoint employees, officers, agents and representatives of the Company, and define their duties and fix their compensation; (j) to indemnify any Person in accordance with the Act and this Agreement; (k) to cease its activities and cancel its Certificate of Formation; and (l) 2.6.12 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.

Specific Powers. Without limiting the generality of Section 2.5, the Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose set forth in Section 2.5, 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 country, state, territory, district or other jurisdiction, whether domestic or foreign; (b) to acquire by purchase, lease, contribution of property or otherwise, own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property; (c) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, perform and carry out and take any other action with respect to contracts or agreements of any kind, including without limitation leases, licenses, guarantees and other contracts for the benefit of or with any Member or any Affiliate of any Member, without regard to whether such contracts may be deemed necessary, convenient to, or incidental to the accomplishment of the purposes of the Company; (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, trusts, limited liability companies, or individuals or other Persons or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (e) to lend money, to invest and reinvest its funds, and to accept real and personal property for the payment of funds so loaned or invested; ; SUNGARD COMPUTER SERVICES LLC LIMITED LIABILITY COMPANY AGREEMENT PAGE 4 OF 14 (f) to borrow money and issue evidence of indebtedness, and to secure the same by a mortgage, pledge, security interest or other lien on the assets of the Company; (g) 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; (h) to xxx and be sued, complain and defend, and participate in administrative or other proceedings, in its name; (i) to appoint employees, officers, agents and representatives of the Company, and define their duties and fix their compensation; (j) to indemnify any Person in accordance with the Act and this Agreement; (k) to cease its activities and cancel its Certificate of Formation; and (l) 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.

Specific Powers. Without limiting the generality of Section 2.5, the Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose set forth in Section 2.5, including, but not limited to, the power: (a) 2.6.1 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 country, state, territory, district or other jurisdiction, whether domestic or foreign, that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (b) 2.6.2 to acquire by purchase, lease, contribution of property or otherwise, own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property; (c) 2.6.3 to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, perform and carry out and take any other action with respect to contracts or agreements of any kind, including without limitation leases, licenses, guarantees and other contracts for the benefit of or with any Member or any Affiliate of any Memberthereof, without regard to whether such contracts may be deemed necessary, convenient to, or incidental to the accomplishment of the purposes of the Company; (d) 2.6.4 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, trusts, limited liability companies, or individuals or other Persons or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (e) 2.6.5 to lend money, to invest and reinvest its funds, and to accept real and personal property for the payment of funds so loaned or invested; (f) 2.6.6 to sue and be sued, complain and defend, and participate in admxxxstrative or other proceedings, in its name; 2.6.7 to appoint employees, agents and representatives of the Company, and define their duties and fix their compensation; 2.6.8 to indemnify any Person in accordance with the Act and this Agreement; 2.6.9 to cease its activities and cancel its Certificate; 2.6.10 to borrow money and issue evidence of indebtedness, and to secure the same by a mortgage, pledge, security interest pledge or other lien on the assets of the Company; (g) 2.6.11 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; (h) to xxx and be sued, complain and defend, and participate in administrative or other proceedings, in its name; (i) to appoint employees, officers, agents and representatives of the Company, and define their duties and fix their compensation; (j) to indemnify any Person in accordance with the Act and this Agreement; (k) to cease its activities and cancel its Certificate of Formation; and (l) 2.6.12 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.