Common use of Certain Powers of Manager Clause in Contracts

Certain Powers of Manager. Without limiting the generality of Section 5.01 and subject to Section 5.10 hereof, the Manager shall have the absolute power and authority on behalf of the Company: (a) To purchase liability and other insurance to protect the Company’s property and business; (b) To acquire property from any Person as the Managers may determine. The fact that a Manager or a Member is directly or indirectly affiliated or connected with any such Person shall not prohibit the Managers from dealing with that Person. (c) To hold and own any Company real and/or personal properties in the name of the Company and sell or dispose of the Company’s assets in the ordinary course of the Company’s business; (d) To invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper or other investments; (e) To execute on behalf of the Company all instruments and documents, including, without limitation, checks; drafts; notes and other negotiable instruments; mortgages, security deeds or deeds of trust; security agreements; financing statements; documents providing for the acquisition, mortgage or disposition of the Company’s property; deeds; assignments; bills of sale; leases; partnership agreements, operating agreements of other limited liability companies; and any other instruments or documents necessary, in the opinion of the Managers, to the business of the Company; (f) To employ accountants, legal counsel, managing agents or other experts to perform services for the Company and to compensate them from Company funds; (g) To enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Managers may approve; (h) To create offices and designate officers, who need not be Members; (i) To sell or dispose of the Company’s assets in the ordinary course of business; (j) To borrow money for the Company from banks, other lending institutions, the Members, or affiliates of the Members on such terms as the Manager deems appropriate. No debt shall be contracted or liability incurred by or on behalf of the Company except by the Manager, or to the extent permitted under the Georgia Act, by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the Manager; and (k) To do and perform all other acts as may be necessary or appropriate of the conduct of the Company’s business. Unless authorized to do so by this Operating Agreement or by the Managers, no attorney- in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniary for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized by the Manager to act as an agent of the Company in accordance with the previous sentence.

Certain Powers of Manager. Without limiting Subject to the generality limitations of Section 5.01 Sections 4.7, 5.4 and subject to Section 5.10 hereof5.5 of this Agreement, the Manager shall have the absolute power and authority on behalf of to cause the Company: (a) To purchase liability and other insurance to protect the Company’s property and business; (b) To acquire property from any Person as the Managers Manager may determine. The fact that a the Manager or a Member is directly or indirectly affiliated or connected with any such Person shall not prohibit the Managers Manager from dealing with that Person.; (b) To borrow money from banks, other lending institutions, the Manager, Members, or Affiliates of the Manager or Members on such terms as the Manager deems appropriate, and in connection therewith, to hypothecate, encumber and grant security interests in Company Property to secure repayment of the borrowed sums; (c) To purchase liability and other insurance to protect the Company's property and business; (d) To hold and own any Company real and/or personal properties in the name of the Company and sell or dispose of the Company’s assets in the ordinary course of the Company’s business; (de) To invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper or other investments; (ef) To execute on behalf of the Company all instruments and documents, including, without limitation, checks; drafts; notes and other negotiable instruments; mortgages, security deeds mortgages or deeds of trust; security agreements; financing statements; documents providing for the acquisition, mortgage or disposition of the Company’s property; deedsCompany Property; assignments; bills of sale; leases; partnership agreements, operating (or limited liability company) agreements of other limited liability companies; and any other instruments or documents necessary, in the opinion of the ManagersManager, to the conduct of the business of the Company; (fg) To employ accountants, legal counsel, managing agents or other experts to perform services for the Company and to compensate them from Company funds; (gh) To enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Managers Manager may approve; (h) To create offices and designate officers, who need not be Members; (i) To sell execute and file such other instruments, documents and certificates which may from time to time be required by the laws of the Delaware or dispose any other jurisdiction in which the Company shall determine to do business, or any political subdivision or agency thereof, to effectuate, implement, continue and defend the valid existence of the Company’s assets in the ordinary course of business; (j) To borrow money for the Company from banks, other lending institutions, the Members, or affiliates of the Members on such terms as the Manager deems appropriate. No debt shall be contracted or liability incurred by or on behalf of the Company except by the Manager, or to the extent permitted under the Georgia Act, by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the Manager; and (kj) To do and perform all other acts as may be necessary or appropriate of to the conduct of the Company’s 's business. Unless authorized to do so by this Operating Agreement or by the Managers, no attorney- in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniary for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized by the Manager to act as an agent of the Company in accordance with the previous sentence.

Certain Powers of Manager. Without limiting the generality of Section section 5.01 and subject to Section 5.10 hereofabove, the Manager shall have the absolute power and authority authority, on behalf of the Company: (a) To purchase liability and other insurance to protect the Company’s property and business; (b) a. To acquire property from any Person as the Managers Manager may determine. The fact that a Manager or a Member is directly or indirectly affiliated or connected with any such Person person shall not prohibit the Managers manager from dealing with that Person. (c) To hold and own any Company real and/or personal properties in the name of the Company and sell or dispose of the Company’s assets in the ordinary course of the Company’s business; (d) To invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper or other investments; (e) To execute on behalf of the Company all instruments and documents, including, without limitation, checks; drafts; notes and other negotiable instruments; mortgages, security deeds or deeds of trust; security agreements; financing statements; documents providing for the acquisition, mortgage or disposition of the Company’s property; deeds; assignments; bills of sale; leases; partnership agreements, operating agreements of other limited liability companies; and any other instruments or documents necessary, in the opinion of the Managers, to the business of the Company; (f) To employ accountants, legal counsel, managing agents or other experts to perform services for the Company and to compensate them from Company funds; (g) To enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Managers may approve; (h) To create offices and designate officers, who need not be Members; (i) To sell or dispose of the Company’s assets in the ordinary course of business; (j) b. To borrow money for the Company from banks, other lending institutions, the Membersmanager, Member, or affiliates of the Members Manager or Member on such terms as the Manager deems appropriate, and in connection therewith, to hypothecate, encumber, and grant security interests in the assets of the Company to secure repayment of the borrowed sums. No debt shall be contracted or liability incurred by or on behalf of the Company except by the Manager, or to the extent permitted under the Georgia Delaware Act, by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the Manager; c. To purchase liability and other insurance to protect the Company's property and business; d. To hold and own any Company real and/or personal properties in the name of the Company; e. To invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper, or other investments; f. Upon the affirmative vote of the Member holding at least two- thirds of all Capital Interests, to sell or otherwise dispose of all or substantially all of the assets of the Company as part of a single transaction or plan so long as that disposition is not in violation of or a cause of a default under any other agreement to which the Company may be bound, provided, however, that the affirmative vote of the Member shall not be required with respect to any sale or disposition of the Company's assets in the ordinary course of the Company's business; g. To execute on behalf of the Company all instruments and documents, including, without limitation: checks; anddrafts; notes Sand other negotiable instruments; mortgages, or deeds of trust; security agreements; financing statements; documents providing for the acquisition, mortgage or disposition of the Company's property; assignments; bills of sale; leases; partnership agreements; operating agreements of other limited liability companies; and any other instruments or documents which in the opinion of the Manager are necessary to the business of the Company; (k) h. To employ accountants, legal counsel, managing agents, or other experts to perform services for the Company and to compensate them from Company funds; i. To enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Manager may approve; j. To do and perform all other acts as may be necessary or appropriate of to the conduct of the Company’s 's business. ; and k. Unless authorized to do so by this Operating Agreement or by a Manager or Managers of the ManagersCompany, no attorney- attorney-in-fact, employee employee, or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniary pecuniarily for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized by the Manager to act as an agent of the Company in accordance with the previous sentence.

Certain Powers of Manager. Without limiting Subject to the generality powers retained by the Members enumerated in Section 7.7 below, and the delegation of Section 5.01 and subject certain powers to Section 5.10 hereofthe Asset Manager pursuant to the Asset Management Agreement, the Manager Managers shall have the absolute power and authority authority, on behalf of the Company: (a) To purchase liability and other insurance to protect the Company’s property and business; (bi) To acquire property and hold ownership of the Property. (ii) To borrow money for the Company from any Person banks, other lending institutions, Managers, Members, or Affiliates of the Managers or Members on such terms as the Managers may determine. The fact that a Manager or a deem appropriate, and in connection therewith, to hypothecate, encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums (subject to Member is directly or indirectly affiliated or connected with any such Person shall not prohibit the Managers from dealing with that Personapproval as required pursuant to Article 7). (c) To hold and own any Company real and/or personal properties in the name of the Company and sell or dispose of the Company’s assets in the ordinary course of the Company’s business; (d) To invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper or other investments; (eiii) To execute on behalf of the Company all instruments and documents, including, without limitation, checks; drafts; notes and other negotiable instruments; mortgagespurchase and sale agreements, security deeds mortgages or deeds of trust; security agreements; financing statements; deeds, contracts, settlement statements, agreements, affidavits and any other documents providing for the acquisition, mortgage or disposition of the Company’s property; deeds; assignments; bills of sale; leases; partnership agreements, ; operating agreements of other limited liability companies; and any other instruments or documents necessary, in the opinion of the Managers, to the business of the Company;Company (subject to Member approval as required pursuant to Article 7). (fiv) To employ accountantsExcept as reserved to the Members pursuant to Article 7, legal counsel, managing agents or other experts to perform services for the Company and to compensate them from Company funds; (g) To enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Managers may approve; (h) To create offices and designate officers, who need not be Members; (i) To sell . Any such persons appointed to be officers of the Company may or dispose may not be employees of the Company’s assets , any Member, or any Affiliate thereof. Any officers so appointed shall have such authority and perform such duties as the Managers may, from time to time, expressly delegate to them in writing and the ordinary course officers so appointed shall serve at the pleasure of business;the Managers, except as may have been otherwise delegated through, for example, the Asset Management Agreement, and except as otherwise reserved to the Members pursuant to Article 7. (j) To borrow money for the Company from banks, other lending institutions, the Members, or affiliates of the Members on such terms as the Manager deems appropriate. No debt shall be contracted or liability incurred by or on behalf of the Company except by the Manager, or to the extent permitted under the Georgia Act, by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the Manager; and (kv) To do and perform all other acts as may be necessary or appropriate of to the conduct of the Company’s business. , to the extent such acts are not reserved unto the Members pursuant to Section 7.7 of this Agreement. (vi) Unless authorized to do so by this Operating Agreement or by the Managers, no attorney- Member, Manager, Affiliate, attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniary for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized by the Manager to act as an agent of the Company in accordance with the previous sentence.

Certain Powers of Manager. Without limiting the generality of Section 5.01 and subject to Section 5.10 3.1 hereof, the Manager shall have the absolute power and authority authority, on behalf of Venture, after consultation with the Company:Management Committee, subject to the limitations of Section 3.5 hereof to exercise the powers and perform the acts described below. Manager shall disclose to the Management Committee any dealings which Manager intends to conduct with affiliates of Manager. (a) To purchase liability and other insurance Upon the affirmative vote a Majority-In-Interest, to protect the Company’s property and business; (b) To acquire property from any Person person as the Managers Manager may determine. The , and the fact that a Manager or a Member is directly or indirectly affiliated or connected with any such Person person shall not prohibit the Managers Manager from dealing with that Person.person; (b) Upon the affirmative vote of a Majority-In-Interest, to borrow money for Venture from banks, other lending institutions, Members, or affiliates of Members on such terms as they deem appropriate, and in connection therewith, to hypothecate, encumber and grant security interests in the assets of Venture to secure repayment of the borrowed sums. No debt or other obligation shall be contracted or liability incurred by or on behalf of Venture except by Manager; (c) To purchase liability and other insurance to protect Venture's property and business; (d) To hold and own any Company Venture real and/or personal properties in the name of the Company and sell or dispose of the Company’s assets in the ordinary course of the Company’s businessVenture; (de) To invest any Company Venture funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper or other investments; (ef) To execute on behalf of the Company Venture all instruments and documents, within its authority, including, without limitation, checks; , drafts; notes , note and other negotiable instruments; mortgages, security deeds mortgage or deeds of trust; , security agreements; , financing statements; , documents providing for the acquisition, mortgage or disposition of the Company’s Venture's property; deeds; , assignments; , bills of sale; , leases; , partnership agreements, operating agreements of other limited liability companies; Miami International Airport concession agreement or agreements, and any other instruments or documents necessary, in the opinion of the ManagersManager, to the ordinary course of business of the CompanyVenture; (fg) To employ accountants, legal counsel, managing agents or other experts to perform services for the Company Venture and to compensate them from Company Venture funds; (gh) To act as "tax matters partner" pursuant to Section 6231 of the Code; (i) To enter into any and all other agreements on behalf of Venture in the Companyordinary course of its business, with any other Person person or entity for any purpose, in such forms as the Managers Manager may approve; (h) To create offices ; including the establishment of a procedure and designate officers, who need not agreement whereby inventory to be Members; (i) To sell or dispose of the Company’s assets in the ordinary course of business; (j) To borrow money for the Company from banks, other lending institutions, the Members, or affiliates of the Members on such terms as the Manager deems appropriate. No debt sold by Venture shall be contracted or liability incurred provided by or GLSI on behalf a consignment basis pursuant to which title to it will remain vested in GLSI, and Venture shall bear all carrying costs of the Company except by the such consigned inventory and upon sale thereof will reimburse Manager for Manager, or to the extent permitted under the Georgia Act, by agents or employees 's verified cost thereof and such carrying costs out of the Company expressly authorized to contract such debt or incur such liability by the Managersale proceeds; and (kj) To do and perform all other acts as may be necessary or appropriate of to the conduct of the Company’s business. Unless authorized to do so by this Operating Agreement or by the Managers, no attorney- in-fact, employee or other agent of the Company shall have any power or authority to bind the Company Venture's business in any way, to pledge its credit or to render it liable pecuniary for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized by the Manager to act as an agent of the Company in accordance with the previous sentenceordinary course.

Certain Powers of Manager. Without Except for the powers retained by the Members enumerated in Section 7.07 below and, without limiting the generality of Section 5.01 and subject to Section 5.10 hereof5.01, the Manager shall have the absolute power and authority authority, on behalf of the Company: (a) a. To purchase liability and other insurance to protect the Company’s 's property and business; (b) To acquire property from any Person as the Managers may determine. The fact that a Manager or a Member is directly or indirectly affiliated or connected with any such Person shall not prohibit the Managers from dealing with that Person. (c) To hold and own any Company real and/or personal properties in the name of the Company and sell or dispose of the Company’s assets in the ordinary course of the Company’s business; (d) b. To invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper or other investments;. (e) c. To sell or otherwise dispose of all or substantially all of the assets of the Company as part of a single transaction or plan so long as such disposition can be shown to be consistent with the Profit Goal, and is not in violation of or a cause of a default under any other agreement to which the Company may be bound. d. To execute on behalf of the Company all instruments and documents, including, without limitation, checks; drafts; notes and other negotiable instruments; mortgages, security deeds mortgages or deeds of trust; security agreements; financing statements; deeds, contracts, settlement statements, agreements, affidavits and any other documents providing for the acquisition, mortgage or disposition of the Company’s 's property; deeds; assignments; bills of sale; leases; partnership agreements, ; operating agreements of other limited liability companies; and any other instruments or documents necessary, in the opinion of the ManagersManager, to the business of the Company;. (f) e. To employ accountants, legal counsel, managing agents or other experts to perform services for the Company and to compensate them from Company funds;, which will all be available for Member review. (g) To enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Managers may approve; (h) f. To create offices and designate officers, who need not be Members; (i) To sell . Any such persons appointed to be officers of the Company may or dispose may not be employees of the Company’s assets in , any Member, or any Affiliate thereof. Any officers so appointed shall have such authority and perform such duties as the ordinary course Manager may, from time to time, delegate to them and the officers so appointed shall serve at the pleasure of business;the Manager. (j) g. To borrow money for the Company from banks, other lending institutions, the Managers, Members, or affiliates Affiliates of the Manager or Members on such terms as the Manager deems deem appropriate, and in connection therewith, to hypothecate, encumber and grant security interest in the assets of the Company to secure repayment of the borrowed sums. No debt shall be contracted or liability incurred by or on behalf of the Company except by the Manager, or to the extent permitted under the Georgia ActManagers or, by agents or employees of the Company expressly authorized by the Managers to contract such debt debts or incur such liability by the Manager; and (k) h. To acquire property from any Person as the Members may determine. The fact that a Member is directly or indirectly affiliated or connected with any such Person shall not prohibit the Members from dealing with that Person. i. To do and perform all other acts as may be necessary or appropriate of to the conduct of the Company’s 's business. Unless authorized to do so by this Operating Agreement or by a Manager or Managers of the ManagersCompany, no attorney- attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniary for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized by the Manager or Members to act as an agent of the Company in accordance with the previous sentence.

Certain Powers of Manager. Without limiting the generality of Section 5.01 and subject to Section 5.10 hereof5.1, the Manager shall have the absolute power and authority authority, on behalf of the Company: (a) To purchase liability and other insurance to protect the Company’s property and business; (b) a. To acquire property from any Person as the Managers Manager may determine. The fact that a Manager or a Member is directly or indirectly affiliated or connected with any such Person shall not prohibit the Managers Manager from dealing with with-that Person.; (c) b. To borrow money for the Company from banks, other lending institutions, the Manager, Members, or affiliates of the Manager or Members on such terms as the Manager deems appropriate, and in connection therewith, to hypothecate, encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums. No debt shall be contracted or liability incurred by or on behalf of the Company except by the Manager, or to the extent permitted under the Act, by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the Manager; c. To purchase liability and other insurance to protect the company's property and business; d. To hold and own any Company real and/or personal properties in the name of the Company and sell or dispose of the Company’s assets in the ordinary course of the Company’s business; (d) e. To invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper or other investments; (e) f. To sell or dispose of the Company's assets in the ordinary course of the Company's business; g. To execute on behalf of the Company all instruments and documents, including, without limitation, checks; drafts; notes and other negotiable instruments; mortgages, security deeds mortgages or deeds of trust; security agreements; financing statements; documents providing for the acquisition, mortgage or disposition of the Company’s 's property; deeds; assignments; bills of sale; leases; partnership agreements, operating agreements of other limited liability companies; and any other instruments or documents necessary, in the opinion of the Managers, to the business of the Company; (f) h. To employ accountants, legal counsel, managing agents or other experts to perform services for the Company and to compensate them from Company company funds; (g) i. To enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Managers may approve;; and (h) j. To create offices and designate officers, who need not be Members; (i) To sell take any action necessary or dispose convenient to the performance of the Company’s assets in 's obligations or the ordinary course of business; (j) To borrow money for the Company from banks, other lending institutions, the Members, or affiliates exercise of the Members on such terms as Company's rights under the Manager deems appropriate. No debt shall be contracted or liability incurred by or on behalf of the Company except by the ManagerStock Purchase Agreement, or including but not limited to the extent permitted under execution of documents necessary to transfer the Georgia ActCompany's Kindill Stock, by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the Manager; andas stock powers, assignments and assumption agreements and releases. (k) k. To do and perform all other acts as may be necessary or appropriate of to the conduct of the Company’s 's business. Unless authorized to do so by this Operating Agreement or by a Manager or Managers of the Managerscompany, no attorney- attorney-in-factf act, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniary pecuniarily for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized by the Manager to act as an agent of the Company in accordance with the previous sentence.

Certain Powers of Manager. Without limiting the generality of Section 5.01 and SECTION 5.1, subject to Section 5.10 hereofthe provisions of SECTION 5.5 below, the Manager Managers shall have the absolute power and authority authority, on behalf of the Company: (a) To to negotiate and enter into the License Agreement; (b) to acquire by lease or purchase the Land for the construction of the Plant; (c) to negotiate and enter into the EPC Agreement with the Contractor and such other agreements necessary for the design, engineering, construction start up and operation of the Plant; (d) to negotiate the terms of one or more Loans and to borrow funds from one or more Lenders for the design, engineering, construction, start-up, and initial operation of the Plant; (e) to design, engineer, construct (or cause to be designed, engineered and constructed), start up, own and operate the Plant; (f) to borrow money for the Company from banks, other lending institutions, on such terms as the Manager deems appropriate, and in connection therewith, to hypothecate, encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums. No debt shall be contracted or liability incurred by or on behalf of the Company except by the Manager, or by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the Manager; Syntroleum-Sweetwater Company Agreement ------------------------------------------------------------------------------ CONFIDENTIAL (g) to purchase property, casualty, liability and other insurance to protect the Company’s 's property and business; ; (bh) To acquire property from any Person as the Managers may determine. The fact that a Manager or a Member is directly or indirectly affiliated or connected with any such Person shall not prohibit the Managers from dealing with that Person. (c) To to hold and own any Company real and/or and personal properties in the name of the Company and sell or dispose of the Company’s assets in the ordinary course of the Company’s business; ; (di) To to invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper or other investments; ; (ej) To to execute on behalf of the Company all instruments and documents, including, without limitation, : checks; drafts; notes and other negotiable instruments; mortgages, security deeds mortgages or deeds of trust; security agreements; financing statements; documents providing for the acquisition, mortgage or disposition of the Company’s 's real and personal property; deeds; assignments; bills of sale; leases; partnership agreements, ; operating agreements of other limited liability companies; and any other instruments or documents necessary, or appropriate, in the opinion of the ManagersManager, to the business of the Company; ; (fk) To to employ accountants, legal counsel, managing agents or other experts or professionals to perform services for the Company and to compensate them from Company funds; ; and (gl) To enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Managers may approve; (h) To create offices and designate officers, who need not be Members; (i) To sell or dispose of the Company’s assets in the ordinary course of business; (j) To borrow money for the Company from banks, other lending institutions, the Members, or affiliates of the Members on such terms as the Manager deems appropriate. No debt shall be contracted or liability incurred by or on behalf of the Company except by the Manager, or to the extent permitted under the Georgia Act, by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the Manager; and (k) To do and perform all other acts as may be necessary or appropriate of to the conduct of the Company’s 's business. Unless authorized to do so by this Operating Agreement or by the Managers, no attorney- in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniary for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized by the Manager to act as an agent of the Company in accordance with the previous sentence.

Certain Powers of Manager. Without limiting Subject to the generality powers retained by the Members enumerated in Section 9.9 below, and the delegation of Section 5.01 certain powers to the Property Manager pursuant to the Management Agreement (a copy of which is attached to the Agreement as Exhibit C) and subject to the Asset Manager pursuant to the Asset Management Agreement (a copy of which is attached to the First Amendment to Limited Liability Company/Joint Venture Agreement as Schedule 9.1(c)(i)), and without limitation of the general management powers granted to the Managers pursuant to Section 5.10 hereof9.1 above, the Manager Managers shall have the absolute specific power and authority authority, on behalf of the Company: (a) To purchase liability and other insurance to protect the Company’s property and business; (b) 1. To acquire property and hold ownership of the Property. 2. To borrow money for the Company from any Person banks, other lending institutions, Managers, Members, or Affiliates of the Managers or Members on such terms as the Managers may determine. The fact that a Manager or a Member is directly or indirectly affiliated or connected with any such Person shall not prohibit the Managers from dealing with that Person. (c) To hold deem appropriate, and own any Company real and/or personal properties in connection therewith, to hypothecate, encumber and grant security interests in the name assets of the Company and sell or dispose to secure repayment of the Company’s assets in the ordinary course of the Company’s business;borrowed sums (subject to Member approval as required pursuant to Section 9.9). (d) To invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper or other investments; (e) 3. To execute on behalf of the Company all instruments and documents, including, without limitation, checks; drafts; notes and other negotiable instruments; mortgagespurchase and sale agreements, security deeds mortgages or deeds of trust; security agreements; financing statements; deeds, contracts, settlement statements, agreements, affidavits and any other documents providing for the acquisition, mortgage or disposition of the Company’s property; deeds; assignments; bills of sale; leases; partnership agreements, ; operating agreements of other limited liability companies; and any other instruments or documents necessary, in the opinion of the Managers, to the business of the Company;Company (subject to Member approval as required pursuant to Section 9.9). (f) To employ accountants4. Except as reserved to the Members pursuant to Section 9.9, legal counsel, managing agents or other experts to perform services for the Company and to compensate them from Company funds; (g) To enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Managers may approve; (h) To create offices and designate officers, who need not be Members; (i) To sell . Any such persons appointed to be officers of the Company may or dispose may not be employees of the Company’s assets , any Member, or any Affiliate thereof. Any officers so appointed shall have such authority and perform such duties as the Managers may, from time to time, expressly delegate to them in writing and the ordinary course officers so appointed shall serve at the pleasure of business; (j) To borrow money the Managers, except as may have been otherwise delegated through, for the Company from banks, other lending institutionsexample, the MembersAsset Management Agreement, or affiliates of and except as otherwise reserved to the Members on such terms as the Manager deems appropriatepursuant to Section 9.9. 5. No debt shall be contracted or liability incurred by or on behalf of the Company except by the Manager, or to the extent permitted under the Georgia Act, by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the Manager; and (k) To do and perform all other acts as may be necessary or appropriate of to the conduct of the Company’s business. Unless authorized to do so by this Operating Agreement or by the Managers, no attorney- in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or the extent such acts are not reserved unto the Members pursuant to render it liable pecuniary for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized by the Manager to act as an agent Section 9.9 of the Company in accordance with the previous sentencethis Agreement.

Certain Powers of Manager. Without limiting the generality of Section section 5.01 and subject to Section 5.10 hereofabove, the Manager shall have the absolute power and authority authority, on behalf of the Company:. (a) To purchase liability and other insurance to protect the Company’s property and business; (b) a. To acquire property from any Person as the Managers Manager may determine. The fact that a Manager or a Member is directly or indirectly affiliated or connected with any such Person person shall not prohibit the Managers Manager from dealing with that Person. (c) To hold and own any Company real and/or personal properties in the name of the Company and sell or dispose of the Company’s assets in the ordinary course of the Company’s business; (d) To invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper or other investments; (e) To execute on behalf of the Company all instruments and documents, including, without limitation, checks; drafts; notes and other negotiable instruments; mortgages, security deeds or deeds of trust; security agreements; financing statements; documents providing for the acquisition, mortgage or disposition of the Company’s property; deeds; assignments; bills of sale; leases; partnership agreements, operating agreements of other limited liability companies; and any other instruments or documents necessary, in the opinion of the Managers, to the business of the Company; (f) To employ accountants, legal counsel, managing agents or other experts to perform services for the Company and to compensate them from Company funds; (g) To enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Managers may approve; (h) To create offices and designate officers, who need not be Members; (i) To sell or dispose of the Company’s assets in the ordinary course of business; (j) b. To borrow money for the Company from banks, other lending institutions, the Membersmanager, Member, or affiliates of the Members Manager or Member on such terms as the Manager deems deem appropriate, and in connection therewith, to hypothecate, encumber, and grant security interests in the assets of the Company to secure repayment of the borrowed sums. No debt shall be contracted or liability incurred by or on behalf of the Company except by the Manager, or to the extent permitted under the Georgia Delaware Act, by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the Manager; c. To purchase liability and other insurance to protect the Company's property and business; d. To hold and own any Company real and/or personal properties in the name of the Company; e. To invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper, or other investments; f. Upon the affirmative vote of the Members holding at least two- thirds of all Capital Interests, to sell or otherwise dispose of all or substantially all of the assets of the Company as part of a single transaction or plan so long as that disposition is not in violation of or a cause of a default under any other agreement to which the Company may be bound, provided, however, that the affirmative vote of the Members shall not be required with respect to any sale or disposition of the Company's assets in the ordinary course of the Company's business; g. To execute on behalf of the Company all instruments and documents, including, without limitation: checks; anddrafts; notes and other negotiable instruments; mortgages, or deeds of trust; security agreements; financing statements; documents providing for the acquisition, mortgage or disposition of the Company's property; assignments; bills of sale; leases; partnership agreements; operating agreements of other limited liability companies; and any other instruments or documents which in the opinion of the Manager, are necessary to the business of the Company; (k) h. To employ accountants, legal counsel, managing agents, or other experts to perform services for the Company and to compensate them from Company funds; i. To enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Manager may approve; j. To do and perform all other acts as may be necessary or appropriate of to the conduct of the Company’s 's business. ; and k. Unless authorized to do so by this Operating Agreement or by a Manager or Manager of the ManagersCompany, no attorney- attorney-in-fact, employee employee, or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniary pecuniarily for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized by the Manager to act as an agent of the Company in accordance with the previous sentence.

Certain Powers of Manager. Without limiting the generality of Section 5.01 and ------------------------- Section 5.1 but subject to the limitations of Section 5.10 hereof5.4, the Manager shall have the absolute power and authority on behalf of the Company: (a) To purchase liability and other insurance to protect the Company’s property and business; (b) To acquire property from any Person as the Managers Manager may determine. The fact that a Manager or a Member an Equity Owner is directly or indirectly affiliated Affiliated or connected with any such Person shall not prohibit the Managers Manager from dealing with that Person., provided that except as otherwise expressly provided in this Agreement (including without limitation, Section 8.1), the terms of any such dealing are not less favorable to the Company than could be obtained from an unrelated party; and provided further that except as expressly provided otherwise in this Agreement, the aggregate fair market value of any property acquired by the Company from NII or its Affiliates during any Fiscal Year shall not exceed $50,000 in any Fiscal Year without Oz Domestic's prior written consent; (b) To borrow money for the Company from banks, other lending institutions, on such terms as the Manager deems appropriate, and in connection therewith, to hypothecate, encumber and grant security interests in Company Property to secure repayment of the borrowed sums; (c) To purchase liability and other insurance to protect the Company's property and business; (d) To hold and own any Company real and/or personal properties in the name of the Company and sell or dispose of the Company’s assets in the ordinary course of the Company’s business; (de) To invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper or other investments; (ef) To execute on behalf of the Company all instruments and documents, including, without limitation, checks; , drafts; , notes and other negotiable instruments; mortgages, security deeds mortgages or deeds of trust; security agreements; financing statements; documents providing for the acquisition, mortgage or disposition of the Company’s property; deedsCompany Property; assignments; bills of sale; leases; partnership agreements, ; operating (or limited liability company) agreements of other limited liability companies; and any other instruments or documents necessary, in the opinion of the ManagersManager, to the conduct of the business of the Company; (fg) To employ accountants, legal counsel, managing agents or other experts to perform services for the Company and to compensate them from Company funds; (gh) To enter into any and all other agreements on behalf of the Company, with any other Person for any purposepurpose (including fulfillment and other contracts with NII and its Affiliates), in such forms as the Managers Manager may approve; (h) To create offices and designate officers, who need approve provided that except as otherwise expressly provided in this Agreement the terms of any such dealing are not be Membersless favorable to the Company than are provided by NII or its Affiliates to unrelated third parties; (i) To sell execute and file such other instruments, documents and certificates which may from time to time be required by the laws of the State or dispose any other jurisdiction in which the Company shall determine to do business, or any political subdivision or agency thereof, to effectuate, implement, continue and defend the valid existence of the Company’s assets in the ordinary course of business; (j) To borrow money for enter into the Company from banks, other lending institutions, the Members, or affiliates of the Members on such terms License Agreement attached hereto as the Manager deems appropriate. No debt shall be contracted or liability incurred by or on behalf Exhibit 5.3(j); (k) To appoint officers of the Company except by the Manager, or (subject to the extent permitted under the Georgia Act, by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the ManagerSection 5.4(a)(1)); and (kl) To do and perform all other acts as may be necessary or appropriate of to the conduct of the Company’s 's business. Unless authorized to do so by this Operating Agreement or by the Managers, no attorney- in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniary for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized by the Manager to act as an agent of the Company in accordance with the previous sentence.