Common use of Management by Managers Clause in Contracts

Management by Managers. The Company shall be managed by “managers” (as such term is used in the Act) according to the remaining provisions of this Section 7 and, except with respect to certain consent or approval requirements provided in this Agreement, no Member, by virtue of having the status of a Member, shall have any management power over the business and affairs of the Company or actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, the Company. Except as described in the preceding sentence, the business and affairs of the Company shall be managed by the Managers elected in accordance with Section 7.2 acting exclusively through the Board of Managers of the Company (the “Board”) in accordance with this Agreement. Under the direction of the Board, the day-to-day activities of the Company shall be conducted on the Company’s behalf by the Officers, who shall be agents of the Company. In addition to the powers that now or hereafter can be granted under the Act and to all other powers granted under any other provision of this Agreement, the Board and the Officers (subject to Section 7.5 and the direction of the Board) shall have full power and authority to do all things on such terms as they may deem necessary or appropriate to conduct, or cause to be conducted, the business and affairs of the Company, including (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company; (iii) the merger or other combination or conversion of the Company with or into another person; (iv) the use of the assets of the Company (including cash on hand) for any purpose consistent with the terms of this Agreement and the repayment of obligations of the Company; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments; (vi) the distribution of Company cash; (vii) the selection, engagement and dismissal of Officers, employees and agents, outside attorneys, accountants, engineers, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of such insurance for the benefit of the Company as it deems necessary or appropriate; (ix) the acquisition or disposition of assets; (x) the formation of, or acquisition of assets of or an interest in, or the contribution of property to, any person; (xi) the control of any matters affecting the rights and obligations of the Company, including the commencement, prosecution and defense of actions at law or in equity and otherwise engaging in the conduct of litigation and the incurring of legal expense and the settlement of claims and litigation; (xii) the indemnification of any person against liabilities and contingencies to the extent permitted by law and this Agreement and (xii) issue previously authorized units of membership interests in the Company (“Units”).

Management by Managers. The (a) Except for situations in which the approval of the Members is required by the Certificate, this Operating Agreement or by nonwaivable provisions of applicable law, and subject to the provisions of Section 6.2, (1) the powers of the Company shall be managed exercised by “managers” (as such term is used in or under the Act) according to the remaining provisions of this Section 7 and, except with respect to certain consent or approval requirements provided in this Agreement, no Member, by virtue of having the status of a Member, shall have any management power over the business and affairs of the Company or actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, the Company. Except as described in the preceding sentence, and the business and affairs of the Company shall be managed by under the direction of, the Managers; and (2) the Managers elected may make all decisions and take all actions for the Company not otherwise provided for in accordance with Section 7.2 acting exclusively through this Operating Agreement, including, without limitation, the Board following: (i) entering into, making, and performing contracts, agreements, and other undertakings binding the Company that may be necessary, appropriate, or advisable in furtherance of Managers the purposes of the Company and making all decisions and waivers thereunder; (ii) opening and maintaining financial institution and investment accounts and arrangements, drawing checks and other orders for the “Board”) in accordance with this Agreement. Under the direction of the Board, the day-to-day activities of the Company shall be conducted on the Company’s behalf by the Officers, who shall be agents of the Company. In addition to the powers that now or hereafter can be granted under the Act and to all other powers granted under any other provision of this Agreement, the Board and the Officers (subject to Section 7.5 and the direction of the Board) shall have full power and authority to do all things on such terms as they may deem necessary or appropriate to conduct, or cause to be conducted, the business and affairs of the Company, including (i) the making of any expenditures, the lending or borrowing payment of money, and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements; (iii) maintaining or causing to be maintained the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company; ; (iiiiv) collecting sums due the merger or other combination or conversion Company; (v) to the extent that funds of the Company with or into another person; (iv) the use of the assets of the Company (including cash on hand) for any purpose consistent with the terms of this Agreement and the repayment of obligations of the Company; (v) the negotiationare available therefor, execution and performance of any contracts, conveyances or other instruments; (vi) the distribution of Company cash; (vii) the selection, engagement and dismissal of Officers, employees and agents, outside attorneys, accountants, engineers, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of such insurance for the benefit of the Company as it deems necessary or appropriate; (ix) the acquisition or disposition of assets; (x) the formation of, or acquisition of assets of or an interest in, or the contribution of property to, any person; (xi) the control of any matters affecting the rights paying debts and obligations of the Company; (vi) acquiring, including utilizing for Company purposes, and disposing of any asset of the commencementCompany; (vii) borrowing money or otherwise committing the credit of the Company for Company activities and voluntary prepayments or extensions of debt; (viii) accepting capital contributions to the Company and adjusting the Sharing Ratios set forth on Exhibit A in accordance therewith; (ix) selecting, prosecution removing, and defense changing the authority and responsibility of actions at law or lawyers, accountants, and other advisers and consultants; (x) obtaining insurance for the Company; (xi) determining distributions of Company cash and other property as provided in equity and otherwise engaging in the conduct of litigation and the incurring of legal expense and the settlement of claims and litigation; Section 5.2; (xii) instituting, prosecuting, defending and settling any legal, arbitration or administrative actions or proceedings on behalf of or against the indemnification Company; and (xiii) establishing a seal for the Company. (b) Notwithstanding the provisions of Section 6.1(a), the Managers may not cause the Company to do any person against liabilities of the following without complying with any applicable requirements of the Act: (i) sell, lease, exchange or otherwise dispose of (other than by way of a pledge, mortgage, deed of trust or trust indenture) all or substantially all the Company's property and contingencies assets (with or without goodwill), outside the usual and regular course of the Company's business; (ii) be a party to a merger or an exchange or acquisition of the type described in Section 209 of the Act; and (iii) amend or restate the Certificate. Whenever in this Operating Agreement a reference is made to the extent permitted by law and this Agreement and (xii) issue previously authorized units Managers, such reference shall include a sole Manager, who shall have all the authority of membership interests in the Company (“Units”)Managers set forth herein.

Management by Managers. The Except for situations in which the approval of the Members is required by this Agreement or by nonwaivable provisions of applicable law, and subject to the provisions of Subsections 6.1(b) and 6.1(c), (a) the powers of the Company shall be managed exercised by “managers” (as such term is used in or under the Act) according to the remaining provisions of this Section 7 and, except with respect to certain consent or approval requirements provided in this Agreement, no Member, by virtue of having the status of a Member, shall have any management power over the business and affairs of the Company or actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, the Company. Except as described in the preceding sentence, and the business and affairs of the Company shall be managed by under the direction of, the Managers; and (b) the Managers elected may make all decisions and take all actions for the Company not otherwise provided for in accordance with Section 7.2 acting exclusively through this Agreement without seeking the Board approval or consent of Managers the Members, including but not limited to the following: (i) entering into, making, and performing contracts, agreements, and other undertakings binding the Company that may be necessary, appropriate, or advisable in furtherance of the purposes of the Company and making all decisions and waivers thereunder; (ii) making any expenditure and incurring any obligation it considers necessary or desirable for the “Board”) in accordance with this Agreement. Under the direction conduct of the Board, the day-to-day activities of the Company shall Company; (iii) doing and performing all acts as may be conducted on necessary or appropriate or desirable to the conduct of the Company’s behalf by the Officers, who shall be agents of the Company. In addition to the powers that now or hereafter can be granted under the Act and to all other powers granted under any other provision of this Agreement, the Board and the Officers (subject to Section 7.5 and the direction of the Board) shall have full power and authority to do all things on such terms as they may deem necessary or appropriate to conduct, or cause to be conducted, the business and affairs of the Company, including (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company; (iii) the merger or other combination or conversion of the Company with or into another person; business; (iv) selecting, removing, and changing the use authority and responsibility of the assets of the Company (including cash on hand) for any purpose consistent with the terms of this Agreement lawyers, accountants, and the repayment of obligations of the Company; other advisers and consultants; (v) the negotiation, execution acquiring and performance of any contracts, conveyances or other instruments; maintaining insurance covering Company assets; (vi) the distribution of Company cash; (vii) the selection, engagement and dismissal of Officers, employees and agents, outside attorneys, accountants, engineers, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of such insurance for the benefit of the Company as it deems necessary or appropriate; (ix) the acquisition or disposition of assets; (x) the formation of, or acquisition of assets of or an interest in, or the contribution of property to, any person; (xi) the control of controlling any matters affecting the rights and obligations of the Company, including the commencement, prosecution and defense of actions at law or in equity and otherwise engaging in the conduct of litigation and the other incurring of legal expense expense, and the settlement of settling claims and litigation; ; (vii) determining distributions of Company cash and other property as provided in Section 4.1; (viii) opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders for the payment of money, and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements; (ix) preparing and distributing to the Members an annual report on the Company’s financial performance; (x) applying for and obtaining governmental approvals or certificates with respect to the Company operations or the ownership or use of its properties or assets; (xi) amending or restating this Agreement to reflect the admission of a Member in accordance with the provisions of this Agreement; (xii) the indemnification acquiring, utilizing for Company purposes, and disposing of any person against liabilities asset of the Company; (xiii) maintaining the assets of the Company in good order; (xiv) selling, leasing, exchanging, or otherwise Transferring all or substantially all of the assets of the Company; (xv) approving any conversion, merger, consolidation, share or interest exchange, or other transaction authorized by or subject to Section 18-209 of the LLC Act; (xvi) forming and contingencies operating Subsidiaries of the Company to facilitate the business operations of the Company; (xvii) subject to Section 3.5(b) with respect to (A) existing Members, and (B) Affiliates of the Atlas Member, issuing additional Units, adjusting the number of Units owned by the Members, or admitting additional Members to the Company; (xviii) collecting sums due the Company; (xix) to the extent permitted by law and this Agreement and (xii) issue previously authorized units that funds of membership interests in the Company are available therefor, paying debts and obligations of the Company; (“Units”)xx) engaging in transactions between the Company and any Member or Manager acting in and for its own account; and (xxi) executing, acknowledging, delivering, filing and recording instruments or documents affecting the foregoing.

Management by Managers. The (a) Except for situations in which the approval of the Member is required by the Certificate, this Agreement, or by nonwaivable provisions of applicable law, and subject to the provisions of Section 5.1(b), (1) the powers of the Company shall be managed exercised by “managers” (as such term is used in or under the Act) according to the remaining provisions of this Section 7 and, except with respect to certain consent or approval requirements provided in this Agreement, no Member, by virtue of having the status of a Member, shall have any management power over the business and affairs of the Company or actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, the Company. Except as described in the preceding sentence, and the business and affairs of the Company shall be managed by under the direction of, the Managers; and (2) the Managers elected may make all decisions and take all actions for the Company not otherwise provided for in accordance with Section 7.2 acting exclusively through this Agreement, including, without limitation, the Board following: (i) entering into, making, and performing contracts, agreements, and other undertakings binding the Company that may be necessary, appropriate, or advisable in furtherance of Managers the purposes of the Company and making all decisions and waivers thereunder; (ii) opening and maintaining financial institution and investment accounts and arrangements, drawing checks and other orders for the “Board”) in accordance with this Agreement. Under the direction of the Board, the day-to-day activities of the Company shall be conducted on the Company’s behalf by the Officers, who shall be agents of the Company. In addition to the powers that now or hereafter can be granted under the Act and to all other powers granted under any other provision of this Agreement, the Board and the Officers (subject to Section 7.5 and the direction of the Board) shall have full power and authority to do all things on such terms as they may deem necessary or appropriate to conduct, or cause to be conducted, the business and affairs of the Company, including (i) the making of any expenditures, the lending or borrowing payment of money, and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements; (iii) maintaining or causing to be maintained the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company; ; (iiiiv) collecting sums due the merger or other combination or conversion Company; (v) to the extent that funds of the Company with or into another person; (iv) the use of the assets of the Company (including cash on hand) for any purpose consistent with the terms of this Agreement are available therefor, paying debts and the repayment of obligations of the Company; (v) asset of the negotiation, execution and performance of any contracts, conveyances or other instruments; Company; (vi) the distribution acquiring, utilizing for Company purposes, and disposing of Company cash; any (vii) borrowing money or otherwise comm1ttmg the selectioncredit of the Company for Company activities and voluntary prepayments or extensions of debt; (viii) selecting, engagement removing, and dismissal changing the authority and responsibility of Officers, employees and agents, outside attorneyslawyers, accountants, engineers, consultants and contractors and the determination of their compensation and other terms of employment or hiring; advisers and consultants; (viiiix) the maintenance of such obtaining insurance for the benefit of the Company as it deems necessary or appropriate; (ix) the acquisition or disposition of assets; Company; (x) the formation ofinstituting, prosecuting, defending and settling any legal, arbitration or acquisition of assets administrative actions or proceedings on behalf of or an interest in, or against the contribution of property to, any personCompany; and (xi) the control of any matters affecting the rights obtaining and obligations of the Company, including the commencement, prosecution maintaining alcoholic beverage and defense of actions at law or in equity and otherwise engaging in the conduct of litigation and the incurring of legal expense and the settlement of claims and litigationrelated permits; and (xii) establishing a seal for the indemnification of any person against liabilities and contingencies to the extent permitted by law and this Agreement and (xii) issue previously authorized units of membership interests in the Company (“Units”)Company.

Management by Managers. The (a) Except for situations in which the approval of the Members is required by this Agreement or by nonwaivable provisions of applicable law, and subject to the provisions of subsection (b) below, (i) the powers of the Company shall be managed exercised by “managers” (as such term is used in or under the Act) according to the remaining provisions of this Section 7 and, except with respect to certain consent or approval requirements provided in this Agreement, no Member, by virtue of having the status of a Member, shall have any management power over the business and affairs of the Company or actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, the Company. Except as described in the preceding sentence, and the business and affairs of the Company shall be managed by the Managers elected in accordance with Section 7.2 acting exclusively through the Board of Managers of the Company (the “Board”) in accordance with this Agreement. Under under the direction of the Boardof, the day-to-day activities of the Company shall be conducted on the Company’s behalf by the Officers, who shall be agents of the Company. In addition to the powers that now or hereafter can be granted under the Act Managers; and to all other powers granted under any other provision of this Agreement, the Board and the Officers (subject to Section 7.5 and the direction of the Board) shall have full power and authority to do all things on such terms as they may deem necessary or appropriate to conduct, or cause to be conducted, the business and affairs of the Company, including (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness and the incurring of any other obligations; (ii) the making of taxManagers may make all decisions and take all actions for the Company not otherwise provided for in this Agreement, regulatory including, without limitation, the following: (i) entering into, making, and performing contracts, agreements, and other filingsundertakings binding the Company that may be necessary, appropriate, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets advisable in furtherance of the Company; purposes of the Company and making all decisions and waivers thereunder; (ii) opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders for the payment of money, and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements; (iii) the merger or other combination or conversion of the Company with or into another person; (iv) the use of maintaining the assets of the Company in good order; (including cash on handiv) for any purpose consistent with the terms of this Agreement and the repayment of obligations of collecting sums due the Company; ; (v) to the negotiation, execution and performance of any contracts, conveyances or other instruments; (vi) the distribution of Company cash; (vii) the selection, engagement and dismissal of Officers, employees and agents, outside attorneys, accountants, engineers, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of such insurance for the benefit extent that funds of the Company as it deems necessary or appropriate; (ix) the acquisition or disposition of assets; (x) the formation ofare available therefor, or acquisition of assets of or an interest in, or the contribution of property to, any person; (xi) the control of any matters affecting the rights paying debts and obligations of the Company; (vi) acquiring, including utilizing for Company purposes, and disposing of any asset of the commencementCompany; (vii) borrowing money or otherwise committing the credit of the Company for Company activities and voluntary prepayments or extensions of debt; (viii) selecting, prosecution removing, and defense changing the authority and responsibility of actions at law lawyers, accountants, and other advisors and consultants; (ix) obtaining insurance for the Company; (x) determining distributions of Company Excess Cash Flow and other property as provided in Section 6.7; and (xi) establishing a seal for the Company. (b) Notwithstanding the provisions of Section 7.1(a), the Managers may not cause the Company to do any of the following without the approval of Members holding a Required Interest: (i) sell, lease, exchange or in equity otherwise dispose of (other than by way of a pledge, mortgage, deed of trust or trust indenture) all or substantially all of the Company's property and otherwise engaging assets, other than in the conduct usual and regular course of litigation and the incurring Company's business; (ii) be a party to (1) a merger, or (2) an exchange or acquisition; or (iii) amend or restate the Articles of legal expense and Organization of the settlement of claims and litigation; (xii) the indemnification of any person against liabilities and contingencies to the extent permitted by law and Company or this Agreement and (xii) issue previously authorized units except as specifically provided for in Article X of membership interests in the Company (“Units”this Agreement).

Management by Managers. The Company, Baylor and USP intend to enter into a management agreement, in the form attached as Exhibit D, under which USP will manage the assets and businesses of the Company and certain of the Company's Subsidiaries and Baylor will provide managed care contractual services as provided therein. Except for situations in which the approval of the Members is required by these Regulations or by applicable law, the powers of the Company shall be managed exercised by “managers” (as such term is used in or under the Act) according to the remaining provisions of this Section 7 and, except with respect to certain consent or approval requirements provided in this Agreement, no Member, by virtue of having the status of a Member, shall have any management power over the business and affairs of the Company or actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, the Company. Except as described in the preceding sentence, and the business and affairs of the Company shall be managed by under the direction of, the Managers elected in accordance with the provisions of this Article VII. Subject to Section 7.2 acting exclusively through 3.6, the Board Managers may make all decisions and take all actions for the Company not otherwise provided for in these Regulations, including, without limitation, the following: (a) entering into, making and performing contracts, agreements and other undertakings binding the Company that may be necessary, appropriate or advisable in furtherance of Managers the purposes of the Company and making all decisions and waivers thereunder; (b) opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders for the “Board”) in accordance with this Agreement. Under the direction of the Board, the day-to-day activities of the Company shall be conducted on the Company’s behalf by the Officers, who shall be agents of the Company. In addition to the powers that now or hereafter can be granted under the Act and to all other powers granted under any other provision of this Agreement, the Board and the Officers (subject to Section 7.5 and the direction of the Board) shall have full power and authority to do all things on such terms as they may deem necessary or appropriate to conduct, or cause to be conducted, the business and affairs of the Company, including (i) the making of any expenditures, the lending or borrowing payment of money, the assumption and designating individuals with authority to sign or guarantee of, or other contracting for, indebtedness give instructions with respect to those accounts and other liabilities, the issuance of evidences of indebtedness and the incurring of any other obligations; arrangements; (iic) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company; (iii) the merger or other combination or conversion of the Company with or into another person; (iv) the use of maintaining the assets of the Company in good order; (including cash on handd) for any purpose consistent with the terms of this Agreement and the repayment of obligations of collecting sums due the Company; ; (ve) to the negotiation, execution and performance of any contracts, conveyances or other instruments; (vi) the distribution of Company cash; (vii) the selection, engagement and dismissal of Officers, employees and agents, outside attorneys, accountants, engineers, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of such insurance for the benefit extent that funds of the Company as it deems necessary or appropriate; (ix) the acquisition or disposition of assets; (x) the formation ofare available therefor, or acquisition of assets of or an interest in, or the contribution of property to, any person; (xi) the control of any matters affecting the rights paying debts and obligations of the Company; (f) acquiring, utilizing for Company purposes, and Disposing of any asset of the Company; (g) borrowing money or otherwise committing the credit of the Company for Company activities and voluntary prepayments or extensions of debt consistent with Annual Budgets that have been approved by the Managers pursuant to Section 3.7; (h) selecting, removing and changing the authority and responsibility of lawyers, accountants and other advisers and consultants; (i) obtaining insurance for the Company; (j) subject to Section 6.5, determining distributions of Company cash and other property as provided in Section 6.5; (k) approving a president and other officers of the Company; (l) preparing strategic plans or business plans, including Annual Budgets and long-range financial plans, annual operating plans or capital expenditure plans of the commencementCompany; (m) Subject to Section 15.6(a), prosecution causing the Company to elect or remove any director, Manager, officer, trustee or equivalent individual in any Subsidiary. In connection with any such election or removal, the Managers shall notify the president of the Company of the identity of the individuals to be elected or removed in such capacity and, if applicable, the designation or classification of such individuals in such capacity, and defense instruct the president to cause such election or removal; and (n) performing such other functions; such as, subject to Section 15.6, the formulation and adoption of actions at law or in equity a quality of care assessment program, the formulation and otherwise engaging in the conduct adoption of litigation professional staff bylaws and the incurring appointment, reappointment and disciplining of legal expense and the settlement of claims and litigation; (xii) the indemnification professional staff of any person against liabilities and contingencies to the extent permitted by law and this Agreement and (xii) issue previously authorized units of membership interests in health care provider for which the Company has operating responsibility; as may be required of a governing board by applicable standards for accreditation, such as for ambulatory health care organizations of the Joint Commission on Accreditation of Healthcare Organizations (“Units”"JCAHO")or the Accreditation Association for Ambulatory Health Care ("AAAHC").

Management by Managers. The Managers may be elected or removed only in accordance with the terms of Section 5.5 below. Except where inconsistent with the Certificate of Formation, this Agreement or by nonwaivable provisions of applicable law, (i) the powers of the Company shall be managed exercised by “managers” (as such term is used in or under the Act) according to the remaining provisions of this Section 7 and, except with respect to certain consent or approval requirements provided in this Agreement, no Member, by virtue of having the status of a Member, shall have any management power over the business and affairs of the Company or actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, the Company. Except as described in the preceding sentence, and the business and affairs of the Company shall be managed by under the direction of, the Managers elected in accordance with Section 7.2 acting exclusively through the Board of Managers of the Company (the “Board”) in accordance with this Agreement. Under the direction of the Board, the day-to-day activities of the Company shall be conducted on the Company’s behalf by the Officers, who shall be agents of the Company. In addition to the powers that now or hereafter can be granted under the Act a sole Manager; and to all other powers granted under any other provision of this Agreement, the Board and the Officers (subject to Section 7.5 and the direction of the Board) shall have full power and authority to do all things on such terms as they may deem necessary or appropriate to conduct, or cause to be conducted, the business and affairs of the Company, including (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness and the incurring of any other obligations; (ii) the Managers, or a sole Manager, may make any decisions and take any actions for the Company not otherwise provided for in this Agreement, including, without limitation, the following: (a) entering into, making of taxand performing contracts, regulatory agreements and other filingsundertakings binding the Company that may be necessary, appropriate or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets advisable in furtherance of the Company; (iii) the merger or other combination or conversion purposes of the Company and making all decisions and waivers thereunder; (b) opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders for the payment of money, and designating individuals with authority to sign or into another person; give instructions with respect to those accounts and arrangements; (ivc) the use of maintaining the assets of the Company in good order; (including cash on handd) for any purpose consistent with the terms of this Agreement and the repayment of obligations of collecting sums due the Company; ; (ve) to the negotiation, execution and performance of any contracts, conveyances or other instruments; (vi) the distribution of Company cash; (vii) the selection, engagement and dismissal of Officers, employees and agents, outside attorneys, accountants, engineers, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of such insurance for the benefit extent that funds of the Company as it deems necessary or appropriate; (ix) the acquisition or disposition of assets; (x) the formation ofare available therefor, or acquisition of assets of or an interest in, or the contribution of property to, any person; (xi) the control of any matters affecting the rights paying debts and obligations of the Company; (f) acquiring, including utilizing for Company purposes, and disposing of any asset of the commencementCompany; (g) borrowing money or otherwise committing the credit of the Company for Company activities and voluntary prepayments or extensions of debt; (h) selecting, prosecution removing and defense changing the authority and responsibility of actions at law or in equity lawyers, accountants and otherwise other advisers and consultants; (i) obtaining insurance for the Company; (j) determining distributions of Company cash and other property; (k) creating additional classes of Membership Interests of the Company and issuing such newly-created Membership Interests to third parties; and; (1) engaging in such further acts or activities as the conduct of litigation and Managers shall deem appropriate, provided such acts or actions are allowed by the incurring of legal expense and the settlement of claims and litigation; (xii) the indemnification of any person against liabilities and contingencies to the extent permitted by law and this Agreement and (xii) issue previously authorized units of membership interests in the Company (“Units”)Act.

Management by Managers. The (a) Except for situations in which the approval of the Members is required by this Operating Agreement or by nonwaivable provisions of applicable law, and subject to the provisions of Section 6.02, (i) the powers of the Company shall be managed exercised by “managers” (as such term is used in or under the Act) according to the remaining provisions of this Section 7 and, except with respect to certain consent or approval requirements provided in this Agreement, no Member, by virtue of having the status of a Member, shall have any management power over the business and affairs of the Company or actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, the Company. Except as described in the preceding sentence, and the business and affairs of the Company shall be managed by under the direction of, the Managers; and (ii) the Managers elected may make all decisions and take all actions for the Company not otherwise provided for in accordance with Section 7.2 acting exclusively through this Operating Agreement, including, without limitation, the Board following: (i) entering into, making, and performing contracts, agreements, and other undertakings binding the Company that may be necessary, appropriate, or advisable in furtherance of Managers the purposes of the Company and making all decisions and waivers thereunder; (ii) opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders for the “Board”payment of money, and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements; (iii) in accordance with this Agreement. Under maintaining the direction of the Board, the day-to-day activities assets of the Company shall be conducted on in good order; (iv) collecting sums due the Company’s behalf by ; (v) to the Officersextent that funds of the Company are available therefor, who shall be agents paying debts and obligations of the Company. In addition ; (vi) acquiring, utilizing for Company purposes, and Disposing of any asset of the Company; (vii) borrowing money or otherwise committing the credit of the Company for Company activities and voluntary prepayments or extensions of debt; (viii) selecting, removing, and changing the authority and responsibility of lawyers, accountants, and other advisers and consultants; (ix) obtaining insurance for the Company; (x) determining distributions of Company cash and other property as provided in Section 5.02; (xi) establishing a seal for the Company; (xii) selling, leasing, exchanging or otherwise disposing of (including by way of a pledge, mortgage, deed of trust or trust indenture) all or any portion of the Company's property and assets (with or without good will); and (xiii) being a party to a merger of the powers that now or hereafter can be granted under type described in Section 14-11-903 of the Act and to all other powers granted under any other provision Act. (b) Notwithstanding the provisions of this Agreement▇▇▇▇▇▇▇ ▇.01(a), the Board and Managers may not cause the Officers (subject Company to Section 7.5 and the direction do any of the Boardfollowing without complying with the applicable requirements set forth below: (i) shall have full power and authority to do Dissolve the Company under paragraph (3) of Code Section 14-11-602, except upon the written consent of all things on such terms as they may deem necessary Members; (▇▇) Enter into an agreement of merger of the Company of the type described in subsection (a) of Code Section 14-11-903, except upon the written consent of a Required Inte▇▇▇▇; (iii) Authorize the sale, exchange, lease or appropriate to conduct, other transfer of all or cause to be conducted, substantially all of the business and affairs assets of the Company, including (i) except upon the making written consent of any expendituresa Required Interest. For the purposes of this paragraph, the lending assets shall be deemed to be less than all or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets substantially all of the Company; (iii) 's assets if the merger or other combination or conversion value of the Company with or into another person; (iv) assets does not exceed two-thirds of the use value of all of the assets of the Company (including cash on hand) for any purpose consistent with the terms of this Agreement and the repayment revenues represented or produced by such assets do not exceed two-thirds of obligations the total revenues of the Company; provided, however, that this paragraph shall not create any inference that the sale, exchange, lease or other transfer of assets exceeding the amounts described in this paragraph is the sale of all or substantially all of the assets of the Company; (iv) Admit any new member except as provided herein and in the Act; (v) Amend the negotiationarticles of organization under the Act or this Operating Agreement, execution and performance without the written consent of any contracts, conveyances or other instruments; each Member; (vi) Take any action under subsection (b) of Act Section 14-11-402 to reduce or eliminate an obligation to make a cont▇▇▇▇▇▇▇▇ to the distribution capital of Company cash; the Company; (vii) the selection, engagement and dismissal of Officers, employees and agents, outside attorneys, accountants, engineers, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of such insurance for the benefit of Take action to continue the Company under paragraph (4) of Act Section 14-11-602, except upon the agreement of a Required Interest or ▇▇▇▇▇▇▇ interest as it deems necessary or appropriate; (ix) the acquisition or disposition of assets; (x) the formation of, or acquisition of assets of or an interest in, or the contribution of property to, any person; (xi) the control of any matters affecting the rights and obligations of the Company, including the commencement, prosecution and defense of actions at law or in equity and otherwise engaging in the conduct of litigation and the incurring of legal expense and the settlement of claims and litigation; (xii) the indemnification of any person against liabilities and contingencies to the extent permitted by law and this Agreement and (xii) issue previously authorized units of membership interests in the Company (“Units”)may be provided herein.