Common use of Powers of the Manager Clause in Contracts

Powers of the Manager. (a) Pursuant to the Confirmation Order, subject to the limitations set forth in this Agreement and subject to the provisions and limitations of the Plan, and the Settlement Facility Agreement, the Manager shall have the power to take any and all actions as in the sole judgment and discretion of the Manager are necessary or advisable to effectuate the purposes of the Litigation Facility, including without limitation, each power expressly granted in Section 4.03(b) of this Agreement and any power reasonably incidental thereto. (b) Subject to the other provisions of this Agreement, the Manager shall have the power: (1) to receive cash and other additions to the Litigation Facility from any source and to hold, administer, and distribute such additions as part of the Litigation Facility; provided, that any action resulting in a disbursement or expenditure or a commitment to make a disbursement or expenditure from the Litigation Facility in excess of $100,000.00, shall require approval by the Debtor; (2) to invest and reinvest any funds of the Litigation Facility as provided in this Agreement; (3) to compromise, adjust, mediate or otherwise arbitrate, ▇▇▇ on or defend, or otherwise deal with, recommend settlement of or litigate to final judgment (including appeals) Litigation Facility Obligations. The Manager may employ and compensate legal counsel, expert witnesses, and other parties deemed by the Manager to be qualified as experts in connection therewith, and reimburse other witnesses for expenses; (4) to rely upon any affidavit, certificate, letter, notice, telegram, or other paper, or upon any telephone conversation or other oral communication, believed by the Manager to be genuine and sufficient and upon any other evidence believed by the Manager to be genuine and sufficient, and to be protected and saved harmless in respect of all payments or distributions made hereunder if made in good faith and without actual notice or knowledge of the changed condition or status of any person receiving payments or other distributions upon a condition; (5) to indemnify the Manager, employees and agents of the Litigation Facility, to purchase insurance in accordance with such Section 3.05; and to meet the obligations of the Litigation Facility under the Claims Resolution Procedures in Article V of this Agreement; (6) to hire such employees, experts, counsel, and agents as deemed necessary by the Manager for the proper administration of the Litigation Facility and to compensate such employees, experts, counsel and agents for their services; (7) to acquire, own, lease and convey, such real and personal properties, in such locations as the Manager may deem necessary or desirable for the proper administration of the Litigation Facility; (8) to adopt and amend by-laws and other rules and procedures not inconsistent with this Agreement or the Plan, as the Manager may deem necessary or desirable for the governance or administration of the Litigation Facility; provided, that in the event of an inconsistency between the by-laws and this Agreement, this Agreement shall govern; (9) to supervise and administer the Claims Resolution Procedures for the resolution of Litigation Facility Obligations; (10) to defend against and pay all costs and fees (including attorneys’ fees) of the defense of any and all claims that relate to the operations of the Litigation Facility, the actions of the Manager, employees, and agents, and, subject to review and approval of the Special Master, the Litigation Facility Obligations or any joint defense arrangements made pursuant to Section 2.09 hereof; (11) in cooperation with the Settlement Facility, Debtor and any affected Released Party, to assert the enforceability of the releases and injunctions referred to in Sections 8.3, 8.4 and 8.5 of the Plan; and, to the extent applicable, the discharge referred to and described in Section 8.1 of the Plan, and defend any adverse decision relating thereto. The Released Parties, or any of them, may also assert, defend and appeal such matters; and (12) to do all other acts and things not inconsistent with the provisions of this Agreement or the Plan that the Manager may deem reasonably necessary or desirable for the proper management of the Litigation Facility, in the same manner and to the same extent as individuals might or could do with respect to their own property, subject to the limitations of applicable law governing the conduct of fiduciaries.

Powers of the Manager. (a) Pursuant to the Confirmation Order, subject to the limitations set forth in this Agreement and subject to the provisions and limitations The management of the PlanCompany shall be vested in Biovest International, and Inc., the Settlement Facility Agreementmanaging member of the Company (the “Manager”). Except for situations in which the approval of the Members is expressly required or permitted by this Limited Liability Company Agreement or by nonwaivable provisions of applicable law, the Manager shall have complete discretion, power and authority in the power management and control of the business of the Company, shall make all decisions affecting the business of the Company and shall manage and control the affairs of the Company to take carry out the business and purposes of the Company. Without limiting the generality of the foregoing, the Manager is hereby authorized: (i) to expend Company funds in furtherance of the purpose of the Company; (ii) to invest and reinvest in securities or other property of any character, real or personal, including, but not limited to, common and preferred stocks, bonds, notes, debentures, mortgages, leases and partnership interests (general or limited); (iii) to sell, exchange or otherwise dispose of any such securities or other property at public or private sale and to grant options for the purchase, exchange or other disposition thereof, and to exercise or sell any options and any conversion, subscription, voting and other rights, discretionary or otherwise, in respect thereof; (iv) to manage and keep in force such insurance as may be required to reasonably protect the Company and its assets; (v) to borrow money for and on behalf of the Company and to incur and/or guarantee obligations for and on behalf of the Company, on such terms and at such rates of interest as the Manager may deem advisable and proper; (vi) to pledge the credit of the Company and grant security interests in Company assets for Company purposes; (vii) to employ such agents, employees, independent contractors, attorneys and accountants as the Manager deems reasonably necessary; (viii) to commence, defend, compromise or settle any claims, proceedings, actions or litigation for and on behalf of the Company; (ix) to execute, deliver and file any amendment, restatement or revocation of the Certificate of Formation as may be necessary or appropriate to reflect actions properly taken by the Manager and/or the Members under this Limited Liability Company Agreement; (x) to prepare and file, on behalf of the Company, any required local, state and federal tax returns or other tax reports or documents relating to the Company, other than an IRS Form 8832 “Entity Classification Election” or similar state or federal form; (xi) to execute, deliver, file and/or record any and all actions as in the sole judgment and discretion instruments, documents or agreements of any kind which the Manager are may deem appropriate or as may be necessary or advisable desirable to effectuate carry out the purposes of the Litigation FacilityCompany, including without limitationthat certain Put Option Agreement and that certain Purchase Option Agreement, each power expressly granted of which shall be entered into on or about the date hereof regarding the acquisition of membership interests in Section 4.03(bBiovax Investment LLC; and (xii) to take such other actions as the Manager may reasonably believe to be necessary or desirable to carry out the purposes of this Agreement and any power reasonably incidental theretothe Company. (b) Subject to the other provisions Notwithstanding paragraph (a) of this AgreementSection 2.01, the Manager shall have the power: not: (1i) to receive cash and other additions to the Litigation Facility from any source and to holdsell, administerexchange, and distribute such additions as part lease, mortgage, pledge or otherwise transfer all or substantially all of the Litigation Facility; provided, that any action resulting in a disbursement or expenditure or a commitment to make a disbursement or expenditure from the Litigation Facility in excess of $100,000.00, shall require approval by the Debtor; (2) to invest and reinvest any funds assets of the Litigation Facility as provided in this Agreement; (3) to compromiseCompany, adjust, mediate or otherwise arbitrate, ▇▇▇ on or defend, or otherwise deal with, recommend settlement of or litigate to final judgment (including appeals) Litigation Facility Obligations. The Manager may employ and compensate legal counsel, expert witnesses, and other parties deemed by without the Manager to be qualified as experts in connection therewith, and reimburse other witnesses for expenses; (4) to rely upon any affidavit, certificate, letter, notice, telegram, or other paper, or upon any telephone conversation or other oral communication, believed by the Manager to be genuine and sufficient and upon any other evidence believed by the Manager to be genuine and sufficient, and to be protected and saved harmless in respect of all payments or distributions made hereunder if made in good faith and without actual notice or knowledge of the changed condition or status of any person receiving payments or other distributions upon a condition; (5) to indemnify the Manager, employees and agents of the Litigation Facility, to purchase insurance in accordance with such Section 3.05; and to meet the obligations of the Litigation Facility under the Claims Resolution Procedures in Article V of this Agreement; (6) to hire such employees, experts, counsel, and agents as deemed necessary by the Manager for the proper administration of the Litigation Facility and to compensate such employees, experts, counsel and agents for their services; (7) to acquire, own, lease and convey, such real and personal properties, in such locations as the Manager may deem necessary or desirable for the proper administration of the Litigation Facility; (8) to adopt and amend by-laws and other rules and procedures not inconsistent with this Agreement or the Plan, as the Manager may deem necessary or desirable for the governance or administration of the Litigation Facility; provided, that in the event of an inconsistency between the by-laws and this Agreement, this Agreement shall govern; (9) to supervise and administer the Claims Resolution Procedures for the resolution of Litigation Facility Obligations; (10) to defend against and pay all costs and fees (including attorneys’ fees) of the defense of any and all claims that relate to the operations of the Litigation Facility, the actions of the Manager, employees, and agents, and, subject to review and approval of the Special MasterMembers; (ii) merge or consolidate the Company with or into another limited liability company, partnership, corporation or other business entity, without the Litigation Facility Obligations or any joint defense arrangements made pursuant to Section 2.09 hereof; (11) in cooperation with the Settlement Facility, Debtor and any affected Released Party, to assert the enforceability approval of the releases and injunctions referred Members; or (iii) make an election to in Sections 8.3, 8.4 and 8.5 be classified as other than a partnership for federal income tax purposes without the approval of the Plan; and, to the extent applicable, the discharge referred to and described in Section 8.1 of the Plan, and defend any adverse decision relating thereto. The Released Parties, or any of them, may also assert, defend and appeal such matters; and (12) to do all other acts and things not inconsistent with the provisions of this Agreement or the Plan that the Manager may deem reasonably necessary or desirable for the proper management of the Litigation Facility, in the same manner and to the same extent as individuals might or could do with respect to their own property, subject to the limitations of applicable law governing the conduct of fiduciariesMembers.

Powers of the Manager. (a) Pursuant to the Confirmation Order, subject to the limitations set forth in this Agreement and subject to the provisions and limitations of the Plan, and the Settlement Facility Agreement, the Manager shall have the power to take any and all actions as in the sole judgment and discretion of the Manager are necessary or advisable to effectuate the purposes of the Litigation Facility, including without limitation, each power expressly granted in Section 4.03(b) of this Agreement and any power reasonably incidental thereto. (b) Subject to the other provisions of this Agreement, the Manager shall have the power: (1) to receive cash and other additions to the Litigation Facility from any source and to hold, administer, and distribute such additions as part of the Litigation Facility; provided, that any action resulting in a disbursement or expenditure or a commitment to make a disbursement or expenditure from the Litigation Facility in excess of $100,000.00, shall require approval by the Debtor; (2) to invest and reinvest any funds of the Litigation Facility as provided in this Agreement; (3) to compromise, adjust, mediate or otherwise arbitrate, ▇▇▇ on or defend, or otherwise deal with, recommend settlement of or litigate to final judgment (including appeals) Litigation Facility Obligations. The Manager may employ and compensate legal counsel, expert witnesses, and other parties deemed by the Manager to be qualified as experts in connection therewith, and reimburse other witnesses for expenses; (4) to rely upon any affidavit, certificate, letter, notice, telegram, or other paper, or upon any telephone conversation or other oral communication, believed by the Manager to be genuine and sufficient and upon any other evidence believed by the Manager to be genuine and sufficient, and to be protected and saved harmless in respect of all payments or distributions made hereunder if made in good faith and without actual notice or knowledge of the changed condition or status of any person receiving payments or other distributions upon a condition; (5) to indemnify the Manager, employees and agents of the Litigation Facility, to purchase insurance in accordance with such Section 3.05; and to meet the obligations of the Litigation Facility under the Claims Resolution Procedures in Article V of this AgreementProcedures; (6) to hire such employees, experts, counsel, and agents as deemed necessary by the Manager for the proper administration of the Litigation Facility and to compensate such employees, experts, counsel and agents for their services; (7) to acquire, own, lease and convey, such real and personal properties, in such locations as the Manager may deem necessary or desirable for the proper administration of the Litigation Facility, but not for purposes of the investment of Litigation Facility assets; (8) to adopt and amend by-laws and other rules and procedures not inconsistent with this Agreement or the Plan, as the Manager may deem necessary or desirable for the governance or administration of the Litigation Facility; provided, that in the event of an inconsistency between the by-laws and this Agreement, this Agreement shall govern; (9) to supervise and administer the Claims Resolution Procedures for the resolution of Litigation Facility Obligations; (10) to defend against and pay all costs and fees (including attorneys’ fees) of the defense of any and all claims that relate to the operations of the Litigation Facility, the actions of the Manager, employees, and agents, and, subject to review and approval of the Special Master, the Litigation Facility Obligations or any joint defense arrangements made pursuant to Section 2.09 hereof; (11) in cooperation with the Settlement Facility, Debtor and any affected Released Party, to assert the enforceability of the releases and injunctions referred to in Sections 8.3, 8.4 and 8.5 of the Plan; and, to the extent applicable, the discharge referred to and described in Section 8.1 of the Plan, and defend any adverse decision relating thereto. The Released Parties, or any of them, may also assert, defend and appeal such matters; and (12) to do all other acts and things not inconsistent with the provisions of this Agreement or the Plan that the Manager may deem reasonably necessary or desirable for the proper management of the Litigation Facility, in the same manner and to the same extent as individuals might or could do with respect to their own property, subject to the limitations of applicable law governing the conduct of fiduciaries.

Powers of the Manager. (a) Pursuant to the Confirmation OrderExcept as otherwise expressly provided in this Agreement, and subject to the limitations set forth in this Agreement Section 6.02, all management powers over the business and subject to the provisions and limitations affairs of the PlanCompany are and shall be exclusively vested in the Manager, which shall act as the manager of the Company under the Act, and no Member (other than the Settlement Facility AgreementManager) shall have any right to participate in or exercise control or management power over the business and affairs of the Company. In managing the business and affairs of the Company, the Manager shall have exercise the power to take any and all actions as same degree of care that a prudent investor would apply in the sole judgment management of its own property and discretion shall act in a manner reasonably believed to be in the best interests of the Company and its Members. In addition to the powers now or hereafter granted the manager of a limited liability company under the Act and applicable law or which are granted to the Manager are necessary or advisable to effectuate the purposes of the Litigation Facility, including without limitation, each power expressly granted in Section 4.03(b) under any other provision of this Agreement Agreement, the Manager, subject to Sections 6.01(b) and any power reasonably incidental thereto. (b) Subject to the 6.02, Article 10 and other applicable provisions of this Agreement, the Manager shall have full power and authority to do all things deemed necessary or desirable by it to conduct the powerbusiness of the Company, to exercise all powers set forth in Article 6 and to effectuate the purposes set forth in Section 2.04, including, without limitation: (1i) the making of any expenditures on behalf of the Company in the ordinary course of its business, the lending or borrowing of money (including, without limitation, making prepayments on loans and borrowing money to receive permit the Company to make distributions to its Members), or the assumption or guarantee of or other contracting for indebtedness and other liabilities, the issuance of evidences of indebtedness and the incurring of any obligations the Manager deems necessary for the conduct of the activities of the Company; provided, however, that all such indebtedness shall (A) be secured solely by the unfunded Commitments of the Members, and (B) not expose any Member to personal liability; further provided that the Company shall endeavor to repay outstanding indebtedness under any credit facilities of the Company within 180 days after incurring any such indebtedness from time to time. (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 acquisition, disposition, or exchange of any or all of the assets of the Company (including the exercise or grant of any conversion, option, privilege or subscription right or other right available in connection with any assets at any time held by the Company); (iv) the use of the assets of the Company (including, without limitation, cash on hand) for any purpose consistent with the terms of this Agreement and the repayment of obligations of the Company; (v) the management, operation, leasing, landscaping, repair, alteration, demolition or improvement of any property owned by the Company or any Subsidiary of the Company or any Person in which the Company has made a direct or indirect equity investment; (vi) the negotiation, execution, and performance of any contracts, conveyances or other instruments that the Manager considers useful or necessary to the conduct of the Company's operations or the implementation of the Manager's powers under this Agreement, including contracting with contractors, developers, consultants, accountants, legal counsel, other professional advisors and other agents and the payment of their expenses and compensation out of the Company's assets; (vii) the distribution of Company cash or other Company assets in accordance with this Agreement; (viii) the holding, managing, investing and reinvesting of cash and other additions to the Litigation Facility from any source and to hold, administer, and distribute such additions as part cash equivalent assets of the Litigation Facility; provided, that any action resulting in a disbursement or expenditure or a commitment to make a disbursement or expenditure from the Litigation Facility in excess of $100,000.00, shall require approval by the DebtorCompany; (2ix) to invest the collection and reinvest any funds receipt of revenues and income of the Litigation Facility Company; (x) the maintenance of such insurance policies for the benefit of the Company and the Members as provided it deems necessary or appropriate and the adjustment and settlement of any claims under any such insurance policies; (xi) the formation of, or acquisition of an interest in, and the contribution of property to, any limited or general partnerships, joint ventures, limited liability companies, corporations or other relationships that the Manager deems desirable (including, without limitation, the acquisition of interests in, and the contribution of funds or property to, or making of loans to, the Company's Subsidiaries or any other Person which is Controlled by the Company, or the incurrence of indebtedness on behalf of such Persons or the guarantee of the obligations of such Persons); (xii) the control of any matters affecting the rights and obligations of the Company, including the settlement, compromise, submission to arbitration or any other form of dispute resolution or abandonment of any claim, cause of action, liability, debt or damages due or owing to or from the Company, the commencement or defense of suits, legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolution, the representation of the Company in all suits or legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolution, the incurring of legal expenses and the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xiii) the exercise, directly or indirectly, through any attorney-in-fact acting under a general or limited power of attorney, of any right, including the right to vote, appurtenant to any Investments held by the Company; (xiv) the exercise of any of the powers of the Manager enumerated in this Agreement on behalf of or in connection with any Subsidiaries or any other Person in which the Company has a direct or indirect interest, individually or jointly with any such Subsidiary or other Person; (xv) the making, executing and delivering of any and all deeds, leases, notes, deeds to secure debt, mortgages, deeds of trust, security agreements, conveyances, contracts, guarantees, warranties, indemnities, waivers, releases or other legal instruments or agreements in writing necessary or appropriate in the judgment of the Manager for the accomplishment of any of the powers of the Manager enumerated in this Agreement; (3xvi) the amendment and restatement of Exhibit A to compromise, adjust, mediate or otherwise arbitrate, ▇▇▇ on or defend, or otherwise deal with, recommend settlement reflect accurately at all times the Commitments and Commitment Percentages of or litigate to final judgment (including appeals) Litigation Facility Obligations. The Manager may employ and compensate legal counsel, expert witnesses, and other parties deemed by the Manager to be qualified Members as experts in connection therewith, and reimburse other witnesses for expensesthe same are adjusted; (4xvii) to rely upon any affidavit, certificate, letter, notice, telegram, or other paper, or upon any telephone conversation or other oral communication, believed by the Manager to be genuine and sufficient and upon any other evidence believed by the Manager to be genuine and sufficient, and to be protected and saved harmless in respect of all payments or distributions made hereunder if made in good faith and without actual notice or knowledge of the changed condition or status indemnification of any person receiving payments or other distributions upon a conditionIndemnitee against liabilities and contingencies to the extent provided in Section 6.08; (5xviii) to indemnify the Manager, employees and agents calling of Capital Contributions from the Litigation Facility, to purchase insurance in accordance with such Section 3.05; and to meet the obligations of the Litigation Facility under the Claims Resolution Procedures in Article V of Members required by this Agreement; (6xix) to hire such employeesthe maintenance of cash reasonable reserves for operating expenses, expertscapital expenditures, counselrepairs, replacements, contingencies and agents as deemed necessary by the Manager for the proper administration of the Litigation Facility and to compensate such employees, experts, counsel and agents for their services; (7) to acquire, own, lease and convey, such real and personal properties, related items in such locations amount as the Manager may deem necessary or desirable for the proper administration of the Litigation Facility; (8) to adopt and amend by-laws and other rules and procedures not inconsistent with this Agreement or the Plan, as the Manager may deem necessary or desirable for the governance or administration of the Litigation Facility; provided, that in the event of an inconsistency between the by-laws and this Agreement, this Agreement shall govern; (9) to supervise and administer the Claims Resolution Procedures for the resolution of Litigation Facility Obligations; (10) to defend against and pay all costs and fees (including attorneys’ fees) of the defense of any and all claims that relate to the operations of the Litigation Facility, the actions of the Manager, employees, and agents, and, subject to review and approval of the Special Master, the Litigation Facility Obligations or any joint defense arrangements made pursuant to Section 2.09 hereof; (11) in cooperation with the Settlement Facility, Debtor and any affected Released Party, to assert the enforceability of the releases and injunctions referred to in Sections 8.3, 8.4 and 8.5 of the Plan; and, to the extent applicable, the discharge referred to and described in Section 8.1 of the Plan, and defend any adverse decision relating thereto. The Released Parties, or any of them, may also assert, defend and appeal such matters; and (12) to do all other acts and things not inconsistent with the provisions of this Agreement or the Plan that the Manager may deem deems reasonably necessary or desirable for the proper management of the Litigation Facility, in the same manner and to the same extent as individuals might or could do with respect to their own property, subject to the limitations of applicable law governing the conduct of fiduciariesadvisable.

Powers of the Manager. (a) Pursuant to the Confirmation Order, subject to the limitations set forth in this Agreement and subject to the provisions and limitations The management of the PlanCompany shall be vested in Biovest International, and Inc., the Settlement Facility Agreementmanaging member of the Company (the “Manager”). Except for situations in which the approval of the Member is expressly required or permitted by this Limited Liability Company Agreement or by nonwaivable provisions of applicable law, the Manager shall have complete discretion, power and authority in the power management and control of the business of the Company, shall make all decisions affecting the business of the Company and shall manage and control the affairs of the Company to take carry out the business and purposes of the Company. Without limiting the generality of the foregoing, the Manager is hereby authorized: (i) to expend Company funds in furtherance of the purpose of the Company; (ii) to invest and reinvest in securities or other property of any character, real or personal, including, but not limited to, common and preferred stocks, bonds, notes, debentures, mortgages, leases and partnership interests (general or limited); (iii) to sell, exchange or otherwise dispose of any such securities or other property at public or private sale and to grant options for the purchase, exchange or other disposition thereof, and to exercise or sell any options and any conversion, subscription, voting and other rights, discretionary or otherwise, in respect thereof; (iv) to manage and keep in force such insurance as may be required to reasonably protect the Company and its assets; (v) to borrow money for and on behalf of the Company and to incur and/or guarantee obligations for and on behalf of the Company, on such terms and at such rates of interest as the Manager may deem advisable and proper; (vi) to pledge the credit of the Company and grant security interests in Company assets for Company purposes; (vii) to employ such agents, employees, independent contractors, attorneys and accountants as the Manager deems reasonably necessary; (viii) to commence, defend, compromise or settle any claims, proceedings, actions or litigation for and on behalf of the Company; (ix) to execute, deliver and file any amendment, restatement or revocation of the Certificate of Formation as may be necessary or appropriate to reflect actions properly taken by the Manager and/or the Member under this Limited Liability Company Agreement; (x) to prepare and file, on behalf of the Company, any required local, state and federal tax returns or other tax reports or documents relating to the Company, other than an IRS Form 8832 “Entity Classification Election” or similar state or federal form; (xi) to execute, deliver, file and/or record any and all actions as in the sole judgment and discretion instruments, documents or agreements of any kind which the Manager are may deem appropriate or as may be necessary or advisable desirable to effectuate carry out the purposes of the Litigation FacilityCompany, including without limitationthat certain Put Option Agreement and that certain Purchase Option Agreement, each power expressly granted of which shall be entered into on or about the date hereof regarding the acquisition of membership interests in Section 4.03(bAutovaxID Investment LLC; and (xii) to take such other actions as the Manager may reasonably believe to be necessary or desirable to carry out the purposes of this Agreement and any power reasonably incidental theretothe Company. (b) Subject to the other provisions Notwithstanding paragraph (a) of this AgreementSection 2.01, the Manager shall have the power: not: (1i) to receive cash and other additions to the Litigation Facility from any source and to holdsell, administerexchange, and distribute such additions as part lease, mortgage, pledge or otherwise transfer all or substantially all of the Litigation Facility; provided, that any action resulting in a disbursement or expenditure or a commitment to make a disbursement or expenditure from the Litigation Facility in excess of $100,000.00, shall require approval by the Debtor; (2) to invest and reinvest any funds assets of the Litigation Facility as provided in this Agreement; (3) to compromiseCompany, adjust, mediate or otherwise arbitrate, ▇▇▇ on or defend, or otherwise deal with, recommend settlement of or litigate to final judgment (including appeals) Litigation Facility Obligations. The Manager may employ and compensate legal counsel, expert witnesses, and other parties deemed by without the Manager to be qualified as experts in connection therewith, and reimburse other witnesses for expenses; (4) to rely upon any affidavit, certificate, letter, notice, telegram, or other paper, or upon any telephone conversation or other oral communication, believed by the Manager to be genuine and sufficient and upon any other evidence believed by the Manager to be genuine and sufficient, and to be protected and saved harmless in respect of all payments or distributions made hereunder if made in good faith and without actual notice or knowledge of the changed condition or status of any person receiving payments or other distributions upon a condition; (5) to indemnify the Manager, employees and agents of the Litigation Facility, to purchase insurance in accordance with such Section 3.05; and to meet the obligations of the Litigation Facility under the Claims Resolution Procedures in Article V of this Agreement; (6) to hire such employees, experts, counsel, and agents as deemed necessary by the Manager for the proper administration of the Litigation Facility and to compensate such employees, experts, counsel and agents for their services; (7) to acquire, own, lease and convey, such real and personal properties, in such locations as the Manager may deem necessary or desirable for the proper administration of the Litigation Facility; (8) to adopt and amend by-laws and other rules and procedures not inconsistent with this Agreement or the Plan, as the Manager may deem necessary or desirable for the governance or administration of the Litigation Facility; provided, that in the event of an inconsistency between the by-laws and this Agreement, this Agreement shall govern; (9) to supervise and administer the Claims Resolution Procedures for the resolution of Litigation Facility Obligations; (10) to defend against and pay all costs and fees (including attorneys’ fees) of the defense of any and all claims that relate to the operations of the Litigation Facility, the actions of the Manager, employees, and agents, and, subject to review and approval of the Special MasterMember; or (ii) merge or consolidate the Company with or into another limited liability company, partnership, corporation or other business entity, without the Litigation Facility Obligations or any joint defense arrangements made pursuant to Section 2.09 hereof; (11) in cooperation with the Settlement Facility, Debtor and any affected Released Party, to assert the enforceability approval of the releases and injunctions referred to in Sections 8.3, 8.4 and 8.5 of the Plan; and, to the extent applicable, the discharge referred to and described in Section 8.1 of the Plan, and defend any adverse decision relating thereto. The Released Parties, or any of them, may also assert, defend and appeal such matters; and (12) to do all other acts and things not inconsistent with the provisions of this Agreement or the Plan that the Manager may deem reasonably necessary or desirable for the proper management of the Litigation Facility, in the same manner and to the same extent as individuals might or could do with respect to their own property, subject to the limitations of applicable law governing the conduct of fiduciariesMember.

Powers of the Manager. Subject to such limitations as may be imposed by law, this Agreement, the Partnership Agreement or the MLP Partnership Agreement (including any provisions relating to separateness of the Partnership from other entities), the Manager is hereby authorized and empowered, in the name of and on behalf of the Partnership, to do and perform any and all acts and things which it deems appropriate or necessary in the conduct of the business and affairs of the Partnership, including, without limitation, the following: (a) Pursuant to lend or borrow money, to assume, guarantee or otherwise become liable for indebtedness and other liabilities and to issue evidences of indebtedness; (b) to buy, lease (as lessor or lessee), sell, mortgage, encumber or otherwise acquire or dispose of any or all of the Confirmation Orderassets of the Partnership; (c) to own, subject use and invest the assets of the Partnership; (d) to purchase or sell products, services and supplies; (e) to make tax, regulatory and other filings with, and to render periodic and other reports to, governmental agencies or bodies having jurisdiction over the limitations set forth assets or business of the Partnership; (f) to open, maintain and close bank accounts and to draw checks and other orders for the payment of money; (g) to negotiate, execute and perform any contracts, conveyances or other instruments; (h) to make allocations of income and deductions of the Partnership and make distributions in this Agreement accordance with the Partnership Agreement; (i) to utilize the services of officers and employees of the Manager or of any other entities and to select and dismiss employees (if any) and outside attorneys, accountants, consultants and contractors; (j) to maintain insurance for the benefit of the Partnership and its partners; (k) to form, participate in or contribute or loan cash or property to limited or general partnerships, limited liability companies, corporations, other entities, joint ventures or similar arrangements; (l) to expand the business activities in which the Partnership is engaged or engage in new business activities by acquisition or internal development; and (m) to conduct litigation and incur legal expenses and otherwise deal with or settle claims or disputes; in each case at such times and upon such terms and conditions as the Manager deems appropriate or necessary and subject to any express restrictions on such powers as provided in the provisions and limitations Partnership Agreement. The parties hereto acknowledge that so long as the Manager is the general partner of the Plan, and Partnership under the Settlement Facility AgreementPartnership Agreement (the “General Partner”), the Manager shall have the power and be entitled to take any and exercise all actions as in the sole judgment and discretion of the Manager are necessary or advisable same hereunder as the General Partner is entitled to effectuate the purposes of the Litigation Facility, including without limitation, each power expressly granted in Section 4.03(b) of this Agreement have and any power reasonably incidental thereto. (b) Subject entitled to the other provisions of this Agreement, the Manager shall have the power: (1) to receive cash and other additions to the Litigation Facility from any source and to hold, administer, and distribute such additions as part of the Litigation Facility; provided, that any action resulting in a disbursement or expenditure or a commitment to make a disbursement or expenditure from the Litigation Facility in excess of $100,000.00, shall require approval by the Debtor; (2) to invest and reinvest any funds of the Litigation Facility as provided in this Agreement; (3) to compromise, adjust, mediate or otherwise arbitrate, ▇▇▇ on or defend, or otherwise deal with, recommend settlement of or litigate to final judgment (including appeals) Litigation Facility Obligations. The Manager may employ and compensate legal counsel, expert witnesses, and other parties deemed by the Manager to be qualified as experts in connection therewith, and reimburse other witnesses for expenses; (4) to rely upon any affidavit, certificate, letter, notice, telegram, or other paper, or upon any telephone conversation or other oral communication, believed by the Manager to be genuine and sufficient and upon any other evidence believed by the Manager to be genuine and sufficient, and to be protected and saved harmless in respect of all payments or distributions made hereunder if made in good faith and without actual notice or knowledge of the changed condition or status of any person receiving payments or other distributions upon a condition; (5) to indemnify the Manager, employees and agents of the Litigation Facility, to purchase insurance in accordance with such Section 3.05; and to meet the obligations of the Litigation Facility exercise under the Claims Resolution Procedures in Article V of this Partnership Agreement; (6) to hire such employees, experts, counsel, and agents as deemed necessary by the Manager for the proper administration of the Litigation Facility and to compensate such employees, experts, counsel and agents for their services; (7) to acquire, own, lease and convey, such real and personal properties, in such locations as the Manager may deem necessary or desirable for the proper administration of the Litigation Facility; (8) to adopt and amend by-laws and other rules and procedures not inconsistent with this Agreement or the Plan, as the Manager may deem necessary or desirable for the governance or administration of the Litigation Facility; provided, that in the event of an inconsistency between the by-laws and this Agreement, this Agreement shall govern; (9) to supervise and administer the Claims Resolution Procedures for the resolution of Litigation Facility Obligations; (10) to defend against and pay all costs and fees (including attorneys’ fees) of the defense of any and all claims that relate to the operations of the Litigation Facility, the actions of the Manager, employees, and agents, and, subject to review and approval of the Special Master, the Litigation Facility Obligations or any joint defense arrangements made pursuant to Section 2.09 hereof; (11) in cooperation with the Settlement Facility, Debtor and any affected Released Party, to assert the enforceability of the releases and injunctions referred to in Sections 8.3, 8.4 and 8.5 of the Plan; and, to the extent applicable, the discharge referred to and described in Section 8.1 of the Plan, and defend any adverse decision relating thereto. The Released Parties, or any of them, may also assert, defend and appeal such matters; and (12) to do all other acts and things not inconsistent with the provisions of this Agreement or the Plan that the Manager may deem reasonably necessary or desirable for the proper management of the Litigation Facility, in the same manner and to the same extent as individuals might or could do with respect to their own property, subject to the limitations of applicable law governing the conduct of fiduciaries.

Powers of the Manager. (aWithout limiting the generality of Section 5.1, but subject to Section 5.4(b) Pursuant and to the Confirmation Orderexpress limitations set forth elsewhere in this Agreement, subject the Manager shall have all necessary powers to manage and carry out the purposes, business, property and affairs of the Company, including, without limitation, the power to exercise on behalf and in the name of the Company all of the powers described in the Act. Manager, on behalf of the Company, shall implement, or cause to be implemented, the decisions of the Members and shall conduct or cause to be conducted the ordinary and usual business affairs of the Company as provided in this Agreement, in each case using the same standard of care, devotion of time, diligence and prudence used by Manager as it does in the conduct of business for its own account but Manager shall be entitled to delegate its duties to a property manager. Subject to the limitations set forth in this Agreement and subject to the provisions and limitations of the Plan, and the Settlement Facility Agreement, the Manager shall have continuing exclusive authority over the power to take any and all actions as in the sole judgment and discretion management of the Manager are necessary or advisable to effectuate Company and the purposes conduct of the Litigation FacilityCompany’s affairs in accordance with this Agreement, including including, without limitation, each power expressly granted in Section 4.03(b) monitoring the strategies and policies of this Agreement the Company and any power reasonably incidental thereto. its Subsidiaries and determining distributions of income and capital. Without limiting the foregoing (b) Subject but subject to and limited by the other provisions of this Agreement), the Manager shall have full power and sole authority to conduct the powerCompany’s business, including, without limitation, to do each of the following to the extent necessary for the conduct of the Company’s business: (1i) to receive cash supervise or arrange for the supervision of day-to-day operations of the Company and its Subsidiaries; (ii) to institute, prosecute, defend or settle any legal, arbitration or administrative actions or proceedings on behalf of or against the Company or a Subsidiary; (iii) retain attorneys, consultants and other additions independent contractors to the Litigation Facility from extent such professional services are required to carry on the business of the Company and its Subsidiaries, provided that, unless such fees have been contemplated in the Business Plan in any source Fiscal Year the professional fees to any one service provider shall not exceed $20,000 and to hold, administerall service providers shall not exceed $100,000; (iv) to enter into lease agreements other than Major Leases for the lease of space to tenants in each of the Properties; (v) to collect all rents and other payments due and owing to the Company and its Subsidiaries; (vi) to incur normal operating expenses of, and distribute to pay the obligations of, the Company and its Subsidiaries, and to enter into, perform and carry out contracts and agreements on behalf of the Company or its Subsidiaries for the conduct of the Company’s business; (vii) to establish and maintain, in its sole discretion, Reserves for the Company and each Subsidiary as required from time to time; (viii) subject to Section 6.6, to declare and pay distributions for the Company and each Subsidiary; (ix) to perform, or cause to be performed, all of the Company’s and its respective Subsidiaries’ obligations, and to exercise or cause to be exercised all of Company’s and its Subsidiaries’ rights under any agreement (including, without limitation, any financing documents, any limited liability company agreement, partnership agreement, joint venture agreement, shareholder’s agreement or other similar agreement) to which the Company, any Subsidiary or any nominee of the Company or a Subsidiary is a party; (x) to pay all taxes, assessments, rents and other impositions applicable to Company and Subsidiary assets and undertake when appropriate any action or proceeding seeking to reduce such additions taxes, assessments, rents or other imposition; (xi) to obtain and maintain insurance coverage for the Properties and other assets of the Company and its Subsidiaries, including any commercially reasonable and customary insurance to protect the Manager against liability from third parties, in such amounts and with such coverages as the Manager maintains for its other assets and properties of similar types and in similar locations (including, for example, hurricane insurance or earthquake insurance if available at commercially reasonable rates); such insurance may be maintained as part of the Litigation Facility; provided, a portfolio wide coverage or blanket policy that any action resulting in a disbursement includes other properties owned or expenditure managed by Manager or a commitment to make a disbursement or expenditure from the Litigation Facility in excess of $100,000.00, shall require approval by the Debtorits Affiliates; (2xii) to invest open or maintain bank accounts for the deposit of Company and reinvest Subsidiary funds, provided that withdrawals may be made only upon the Manager’s signature or any funds other signature that all of the Litigation Facility as provided in this AgreementMembers designate; (3xiii) to compromiseprepare and file tax returns on behalf of the Company and its Subsidiaries in any federal, adjuststate, mediate local or otherwise arbitrate, ▇▇▇ on or defend, or otherwise deal with, recommend settlement of or litigate to final judgment (including appeals) Litigation Facility Obligations. The Manager foreign tax jurisdiction which may employ and compensate legal counsel, expert witnesses, and other parties deemed by the Manager to be qualified as experts in connection therewith, and reimburse other witnesses for expensesapply; (4xiv) to rely upon any affidavit, certificate, letter, notice, telegram, or other paper, or upon any telephone conversation or other oral communication, believed by the Manager to be genuine and sufficient and upon any other evidence believed by the Manager to be genuine and sufficient, and to be protected and saved harmless in respect of all payments or distributions made hereunder if made in good faith and without actual notice or knowledge of the changed condition or status of any person receiving payments or other distributions upon a condition; (5) to indemnify the Manager, employees and agents of the Litigation Facility, to purchase insurance in accordance with such Section 3.05; and to meet the obligations of the Litigation Facility under the Claims Resolution Procedures in Article V of this Agreement; (6) to hire such employees, experts, counsel, and agents as deemed necessary by the Manager for the proper administration of the Litigation Facility and to compensate such employees, experts, counsel and agents for their services; (7) to acquire, own, lease and convey, such real and personal properties, in such locations as the Manager may deem necessary or desirable for the proper administration of the Litigation Facility; (8) to adopt and amend by-laws and other rules and procedures not inconsistent with this Agreement or the Plan, as the Manager may deem necessary or desirable for the governance or administration of the Litigation Facility; provided, that in the event of an inconsistency between the by-laws and this Agreement, this Agreement shall govern; (9) to supervise and administer the Claims Resolution Procedures for the resolution of Litigation Facility Obligations; (10) to defend against and pay all costs and fees (including attorneys’ fees) of the defense of do any and all claims that relate to the operations of the Litigation Facility, the actions of the Manager, employees, and agents, and, subject to review and approval of the Special Master, the Litigation Facility Obligations or any joint defense arrangements made pursuant to Section 2.09 hereof; (11) in cooperation with the Settlement Facility, Debtor and any affected Released Party, to assert the enforceability of the releases and injunctions referred to in Sections 8.3, 8.4 and 8.5 of the Plan; and, to the extent applicable, the discharge referred to and described in Section 8.1 of the Plan, and defend any adverse decision relating thereto. The Released Parties, or any of them, acts which may also assert, defend and appeal such matters; and (12) to do all other acts and things not inconsistent with the provisions of this Agreement or the Plan that the Manager may deem reasonably be necessary or desirable for the proper management and maintenance (excluding any capital expenditures) of the Litigation FacilityProperties, including any matters provided for in a property management agreement; (xv) to execute and deliver such documents on behalf of the same manner and Company or a Subsidiary as it reasonably deems necessary or desirable in connection with the foregoing provisions; (xvi) to call for Additional Capital Contributions as permitted by this Agreement; (xvii) subject to Section 5.4(b)(ix), to negotiate with Keybank for any amendment to the same extent as individuals might or could do material terms and conditions of any existing financing with respect to their own propertyinterest rates, prepayment or other material provisions under any existing financing with Keybank including, but not limited to, the Keybank Loan; (xviii) subject to Section 5.4(b)(x) negotiate for any financing, refinancing or loan transaction, or grant a security interest in all or any portion of the limitations Properties or amend the material terms and conditions of applicable law governing any existing financing (other than the conduct Keybank Loan) with respect to interest rates, prepayment or other material provisions under any financing; (xix) to cause the Company or any Subsidiary to effect a Permitted Sale; (xx) to do, or to cause the Company or any Subsidiary to do, any and all acts which may be necessary or desirable to implement any directives contained in any Business Plan approved by the Members; or (xxi) to do any act which is necessary or desirable to carry out any of fiduciariesthe foregoing. Manager shall devote sufficient time and effort to the Company’s business and operation as is necessary to perform its duties hereunder.

Powers of the Manager. Subject to such limitations as may be imposed by law, this Agreement, the Partnership Agreement or the MLP Partnership Agreement (including any provisions relating to separateness of the Partnership from other entities), the Manager is hereby authorized and empowered, in the name of and on behalf of the Partnership, to do and perform any and all acts and things which it deems appropriate or necessary in the conduct of the business and affairs of the Partnership, including, without limitation, the following: (a) Pursuant to lend or borrow money, to assume, guarantee or otherwise become liable for indebtedness and other liabilities and to issue evidences of indebtedness; (b) to buy, lease (as lessor or lessee), sell, mortgage, encumber or otherwise acquire or dispose of any or all of the Confirmation Orderassets of the Partnership; (c) to own, subject use and invest the assets of the Partnership; (d) to purchase or sell products, services and supplies; (e) to make tax, regulatory and other filings with, and to render periodic and other reports to, governmental agencies or bodies having jurisdiction over the limitations set forth assets or business of the Partnership; (f) to open, maintain and close bank accounts and to draw checks and other orders for the payment of money; (g) to negotiate, execute and perform any contracts, conveyances or other instruments; (h) to make allocations of income and deductions of the Partnership and make distributions in this Agreement accordance with the Partnership Agreement; (i) to utilize the services of officers and employees of the Manager or of any other entities and to select and dismiss employees (if any) and outside attorneys, accountants, consultants and contractors; (j) to maintain insurance for the benefit of the Partnership and its partners; (k) to form, participate in or contribute or loan cash or property to limited or general partnerships, limited liability companies, corporations, other entities, joint ventures or similar arrangements; (l) to expand the business activities in which the Partnership is engaged or engage in new business activities by acquisition or internal development; and (m) to conduct litigation and incur legal expenses and otherwise deal with or settle claims or disputes; in each case at such times and upon such terms and conditions as the Manager deems appropriate or necessary and subject to any express restrictions on such powers as provided in the provisions and limitations Partnership Agreement. The parties hereto acknowledge that so long as the Manager is the general partner of the Plan, and Partnership under the Settlement Facility AgreementPartnership Agreement (the "General Partner"), the Manager shall have the power and be entitled to take any and exercise all actions as in the sole judgment and discretion of the Manager are necessary or advisable same hereunder as the General Partner is entitled to effectuate the purposes of the Litigation Facility, including without limitation, each power expressly granted in Section 4.03(b) of this Agreement have and any power reasonably incidental thereto. (b) Subject entitled to the other provisions of this Agreement, the Manager shall have the power: (1) to receive cash and other additions to the Litigation Facility from any source and to hold, administer, and distribute such additions as part of the Litigation Facility; provided, that any action resulting in a disbursement or expenditure or a commitment to make a disbursement or expenditure from the Litigation Facility in excess of $100,000.00, shall require approval by the Debtor; (2) to invest and reinvest any funds of the Litigation Facility as provided in this Agreement; (3) to compromise, adjust, mediate or otherwise arbitrate, ▇▇▇ on or defend, or otherwise deal with, recommend settlement of or litigate to final judgment (including appeals) Litigation Facility Obligations. The Manager may employ and compensate legal counsel, expert witnesses, and other parties deemed by the Manager to be qualified as experts in connection therewith, and reimburse other witnesses for expenses; (4) to rely upon any affidavit, certificate, letter, notice, telegram, or other paper, or upon any telephone conversation or other oral communication, believed by the Manager to be genuine and sufficient and upon any other evidence believed by the Manager to be genuine and sufficient, and to be protected and saved harmless in respect of all payments or distributions made hereunder if made in good faith and without actual notice or knowledge of the changed condition or status of any person receiving payments or other distributions upon a condition; (5) to indemnify the Manager, employees and agents of the Litigation Facility, to purchase insurance in accordance with such Section 3.05; and to meet the obligations of the Litigation Facility exercise under the Claims Resolution Procedures in Article V of this Partnership Agreement; (6) to hire such employees, experts, counsel, and agents as deemed necessary by the Manager for the proper administration of the Litigation Facility and to compensate such employees, experts, counsel and agents for their services; (7) to acquire, own, lease and convey, such real and personal properties, in such locations as the Manager may deem necessary or desirable for the proper administration of the Litigation Facility; (8) to adopt and amend by-laws and other rules and procedures not inconsistent with this Agreement or the Plan, as the Manager may deem necessary or desirable for the governance or administration of the Litigation Facility; provided, that in the event of an inconsistency between the by-laws and this Agreement, this Agreement shall govern; (9) to supervise and administer the Claims Resolution Procedures for the resolution of Litigation Facility Obligations; (10) to defend against and pay all costs and fees (including attorneys’ fees) of the defense of any and all claims that relate to the operations of the Litigation Facility, the actions of the Manager, employees, and agents, and, subject to review and approval of the Special Master, the Litigation Facility Obligations or any joint defense arrangements made pursuant to Section 2.09 hereof; (11) in cooperation with the Settlement Facility, Debtor and any affected Released Party, to assert the enforceability of the releases and injunctions referred to in Sections 8.3, 8.4 and 8.5 of the Plan; and, to the extent applicable, the discharge referred to and described in Section 8.1 of the Plan, and defend any adverse decision relating thereto. The Released Parties, or any of them, may also assert, defend and appeal such matters; and (12) to do all other acts and things not inconsistent with the provisions of this Agreement or the Plan that the Manager may deem reasonably necessary or desirable for the proper management of the Litigation Facility, in the same manner and to the same extent as individuals might or could do with respect to their own property, subject to the limitations of applicable law governing the conduct of fiduciaries.

Powers of the Manager. (a) Pursuant to the Confirmation Order, subject to the limitations set forth in this Agreement and subject to the provisions and limitations of the Plan, and the Settlement Facility Agreement, the Manager shall have the power to take any and all actions Except as in the sole judgment and discretion of the Manager are necessary or advisable to effectuate the purposes of the Litigation Facility, including without limitation, each power otherwise expressly granted in Section 4.03(b) of this Agreement and any power reasonably incidental thereto. (b) Subject to the other provisions of this Agreement, the Manager shall have the power: (1) to receive cash and other additions to the Litigation Facility from any source and to hold, administer, and distribute such additions as part of the Litigation Facility; provided, that any action resulting in a disbursement or expenditure or a commitment to make a disbursement or expenditure from the Litigation Facility in excess of $100,000.00, shall require approval by the Debtor; (2) to invest and reinvest any funds of the Litigation Facility as provided in this Agreement; (3) to compromise, adjust, mediate or otherwise arbitrate, ▇▇▇ on or defend, or otherwise deal with, recommend settlement of or litigate to final judgment (including appeals) Litigation Facility Obligations. The Manager may employ and compensate legal counsel, expert witnesses, and other parties deemed by the Manager to be qualified as experts in connection therewith, and reimburse other witnesses for expenses; (4) to rely upon any affidavit, certificate, letter, notice, telegram, or other paper, or upon any telephone conversation or other oral communication, believed by the Manager to be genuine and sufficient and upon any other evidence believed by the Manager to be genuine and sufficient, and to be protected and saved harmless in respect of all payments or distributions made hereunder if made in good faith and without actual notice or knowledge of the changed condition or status of any person receiving payments or other distributions upon a condition; (5) to indemnify the Manager, employees and agents of the Litigation Facility, to purchase insurance in accordance with such Section 3.05; and to meet the obligations of the Litigation Facility under the Claims Resolution Procedures in Article V of this Agreement; (6) to hire such employees, experts, counsel, and agents as deemed necessary by the Manager for the proper administration of the Litigation Facility and to compensate such employees, experts, counsel and agents for their services; (7) to acquire, own, lease and convey, such real and personal properties, in such locations as the Manager may deem necessary or desirable for the proper administration of the Litigation Facility; (8) to adopt and amend by-laws and other rules and procedures not inconsistent with this Agreement or the Plan, as all powers to control and manage the business and affairs of the Company shall be exclusively vested in the Manager, and the Manager may deem necessary or desirable for the governance or administration exercise all powers of the Litigation Facility; providedCompany and do all such lawful acts that are not by law, that in the event of an inconsistency between the by-laws and this AgreementCertificate, this Agreement or the Plan directed or required to be exercised or done by the Members and in so doing shall governhave the right and authority to take all actions which the Manager deems necessary, useful or appropriate for the management and conduct of the business and affairs of the Company and to effect the Plan, including, but not limited to, exercising the rights and powers: (i) to object to Claims and to prosecute or otherwise resolve such objections (including by way of settlement, subject to Section 4.2(c) hereof) and defend claims asserted in connection therewith (including by way of asserting any Fund Debtor's rights of recoupment, setoff or otherwise); (9ii) to supervise evaluate, file and administer the Claims Resolution Procedures for the resolution litigate or otherwise resolve Causes of Litigation Facility ObligationsAction; (10iii) to defend against and pay all costs and fees sell or otherwise transfer for value or otherwise non-cash Assets (including attorneys’ fees) the sale or disposition of substantially all the Assets of the defense Company in a single transaction or series of any related transactions) and all claims that relate treat the net proceeds thereof as provided in the Plan; (iv) to (x) hold cash in the operations form of cash, money market funds, treasury bills or other cash equivalents, at his discretion, (y) hold Assets for a period of time, at his discretion, or (z) make additional investments in Assets in order to maximize the value thereof for benefit of the Litigation Facility, the actions Members of the ManagerCompany, employees, and agents, and, subject to review and approval of the Special Master, the Litigation Facility Obligations or any joint defense arrangements made pursuant to Section 2.09 4.2(b) hereof; (11v) in cooperation with to abandon any property that cannot be sold or otherwise disposed of for value and whose distribution to the Settlement FacilityMembers would not be feasible or cost-effective; (vi) to establish and thereafter administer the Expense Reserve, Debtor Disputed Claims Reserve and any affected Released Party, to assert the enforceability Unclaimed Distributions Reserve (The Trustee's services as Manager of the releases Company and injunctions referred administrator of the Disputed Claims Reserve shall be considered as being provided in separate capacities. The Company shall indemnify the Trustee for his actions as administrator of the Disputed Claims Reserve to in Sections 8.3, 8.4 and 8.5 the fullest extent permitted by law); (vii) pursuant to Section 7.6 of the Plan; , to take assignment of the Interest Guarantee Claims and, to the extent applicablesuch Claims are or become Allowed Claims, receive the discharge referred treatment specified for the holders of Allowed Interest Guarantee Claims under the Plan; (viii) to effect the distributions required but not previously made under the Plan, including without limitation the distribution of the Membership Interests; (ix) to administer and described account for the Escrow Notes in accordance with the Plan, including without limitation Sections 1.2.45, 5.2(c) and 5.3(c) thereof; (x) to settle or comprise, with any holder of securities issued by AIH, such holder's claims against or interests in AIH, pursuant to Section 8.1 7.7 of the Plan; (xi) to file with the Bankruptcy Court or District Court the reports or documents required by the Plan or otherwise required to close the Fund Debtors' Chapter 11 Cases; (xii) to prepare and file tax and informational returns for the Fund Debtors and the Company; (xiii) to incur, at the expense of the Company, such charges, costs and fees as are necessary in connection with the operation of the Company's business; (xiv) to employ and retain such professionals as the Manager may in his discretion deem necessary for the operation and management of the Company; (xv) to review, object to, and defend pay fee requests submitted by professionals seeking payment from the Company, in accordance with Section 10.6 of the Plan; (xvi) to pay all post-Effective Date fees required to be paid under 28 U.S.C. Section 1930; (xvii) to establish one or more checking, savings or investment accounts in the name of the Company, and to have exclusive control over the disbursement of the Company's funds on deposit or invested therein; (xviii) to setoff amounts owed to the Fund Debtors or the Company against any adverse decision relating thereto. The Released Partiesand all amounts otherwise due to be distributed to the holder of a Claim under the Plan; (xix) to wind-up the affairs of the Fund Debtors, or any certain Non-Debtor Affiliates and the Company, and dissolve each under applicable law in accordance with the Plan; (xx) to provide for the storage and destruction of them, may also assert, defend and appeal such mattersrecords; and (12xxi) to do all take any other acts actions that the Manager, in his discretion, determines to be in the best interests and things not inconsistent consistent with the provisions purposes of this Agreement or the Plan that the Company. (b) The Manager may deem reasonably necessary invest cash in one or desirable more Assets in order to maximize the value of such Assets for the proper management Members of the Litigation Facility, in the same manner and to the same extent as individuals might or could do with respect to their own propertyCompany, subject to the limitations following: (i) If the aggregate additional investment in an asset would be less than or equal to $250,000, the Manager may make such investment in the exercise of applicable law governing his business judgment; if the conduct aggregate additional investment in an asset would be greater than $250,000 but less than or equal to $1,000,000, the Manager may make such investment with the prior consent of fiduciariesthe Liquidating Committee or, in the absence of such consent, upon notice to the Liquidating Committee and after an opportunity for hearing before the District Court; and if the aggregate additional investment in an asset would equal or exceed $1,000,000, the Manager shall provide notice to all of the Members and an opportunity for hearing before the District Court. (ii) notwithstanding anything to the contrary in this Agreement, the Manager is hereby authorized, in the exercise of his business judgment, to make additional aggregate investments in the following businesses, in the following amounts, as debt or equity, without further notice or approval: (i) the Manager may invest up to an additional $5,000,000 in I&BS; and (ii) the Manager may invest up to an additional $1,000,000 in U.S. ▇▇▇▇▇, Inc. (c) The Manager shall have the exclusive right to compromise and settle claims against any Fund Debtor or any Fund Debtor's estate, or claims any Fund Debtor or any Fund Debtor's estate may have against another Person, in the exercise of his business judgment and without approval of the Bankruptcy Court or the District Court, provided, however, that the Manager must seek the approval of the Bankruptcy Court, on appropriate application, in the event that any proposed compromise or settlement (a) is with any "insider" of a Debtor, as such term is defined in section 101(31) of the Bankruptcy Code, or (b) where the claim compromised has a face amount in excess of $500,000.

Powers of the Manager. The Manager is hereby authorized and empowered to carry out and implement any and all of the purposes of the Company. The Manager shall manage and carry on the affairs of the Company in a prudent and businesslike manner, and shall devote such part of his time to the Company as he deems reasonably necessary to conduct such affairs. In that regard, the powers of the Manager, shall include, but not be limited to, the following: (a) Pursuant to the Confirmation OrderTo engage personnel, subject to the limitations set forth in this Agreement independent attorneys, accountants or such other professionals as may be deemed necessary or advisable; (b) To take such actions and subject to the provisions and limitations incur such expenses on behalf of the PlanCompany as may be necessary or advisable in connection with the conduct of the day-to- day affairs of the Company; (c) To enter into, make and perform such contracts, commercial space leases, agreements and other undertakings as may be deemed necessary or advisable for the conduct of the day-to-day affairs of the Company; (d) To lease, sell, exchange, transfer or otherwise dispose of all, or substantially all, of the assets of the Company; (e) To secure the payment of any indebtedness by mortgage, hypothecation, pledge, assignment or security agreement in all or any part of the property then owned or subsequently acquired by the Company; (f) To deposit Company funds in an account or accounts to be established from time to time in such financial institutions (including any state or federally chartered bank or savings and loan association), and the Settlement Facility Agreementauthorize withdrawals of those funds by such individuals, at such times and in those amounts as the Manager shall have may designate; (g) To prepare, or cause to be prepared, all tax returns and reports for the power Company; (h) To execute, acknowledge and deliver any and all instruments to effectuate any and all of the foregoing; (i) To take any and all other actions as in the sole judgment not specifically limited under Section 6.6 and discretion Section 6.7 hereof.; (j) To enter into any agreement to borrow money on behalf of the Manager are necessary or advisable to effectuate the purposes of the Litigation Facility, including without limitation, each power expressly granted in Section 4.03(b) of this Agreement and any power reasonably incidental theretoCompany. (bk) Subject to To dispose of the other provisions goodwill of this Agreement, the Manager shall have the power:Company; or (1l) To submit a claim or liability to receive cash and other additions to the Litigation Facility from any source and to hold, administer, and distribute such additions as part of the Litigation Facility; provided, that any action resulting in a disbursement or expenditure or a commitment to make a disbursement or expenditure from the Litigation Facility in excess of $100,000.00, shall require approval by the Debtor; (2) to invest and reinvest any funds of the Litigation Facility as provided in this Agreement; (3) to compromise, adjust, mediate or otherwise arbitrate, ▇▇▇ on or defend, or otherwise deal with, recommend settlement of or litigate to final judgment (including appeals) Litigation Facility Obligations. The Manager may employ and compensate legal counsel, expert witnesses, and other parties deemed by the Manager to be qualified as experts in connection therewith, and reimburse other witnesses for expenses; (4) to rely upon any affidavit, certificate, letter, notice, telegram, or other paper, or upon any telephone conversation or other oral communication, believed by the Manager to be genuine and sufficient and upon any other evidence believed by the Manager to be genuine and sufficient, and to be protected and saved harmless in respect of all payments or distributions made hereunder if made in good faith and without actual notice or knowledge of the changed condition or status of any person receiving payments or other distributions upon a condition; (5) to indemnify the Manager, employees and agents of the Litigation Facility, to purchase insurance in accordance with such Section 3.05; and to meet the obligations of the Litigation Facility under the Claims Resolution Procedures in Article V of this Agreement; (6) to hire such employees, experts, counsel, and agents as deemed necessary by the Manager for the proper administration of the Litigation Facility and to compensate such employees, experts, counsel and agents for their services; (7) to acquire, own, lease and convey, such real and personal properties, in such locations as the Manager may deem necessary or desirable for the proper administration of the Litigation Facility; (8) to adopt and amend by-laws and other rules and procedures not inconsistent with this Agreement or the Plan, as the Manager may deem necessary or desirable for the governance or administration of the Litigation Facility; provided, that in the event of an inconsistency between the by-laws and this Agreement, this Agreement shall govern; (9) to supervise and administer the Claims Resolution Procedures for the resolution of Litigation Facility Obligations; (10) to defend against and pay all costs and fees (including attorneys’ fees) of the defense of any and all claims that relate to the operations of the Litigation Facility, the actions of the Manager, employees, and agents, and, subject to review and approval of the Special Master, the Litigation Facility Obligations or any joint defense arrangements made pursuant to Section 2.09 hereof; (11) in cooperation with the Settlement Facility, Debtor and any affected Released Party, to assert the enforceability of the releases and injunctions referred to in Sections 8.3, 8.4 and 8.5 of the Plan; and, to the extent applicable, the discharge referred to and described in Section 8.1 of the Plan, and defend any adverse decision relating thereto. The Released Parties, or any of them, may also assert, defend and appeal such matters; and (12) to do all other acts and things not inconsistent with the provisions of this Agreement or the Plan that the Manager may deem reasonably necessary or desirable for the proper management of the Litigation Facility, in the same manner and to the same extent as individuals might or could do with respect to their own property, subject to the limitations of applicable law governing the conduct of fiduciariesarbitration.

Powers of the Manager. (a) Pursuant to the Confirmation Order, subject to the limitations set forth in this Agreement and subject to the provisions and limitations The management of the PlanCompany shall be vested in Biovest International, and Inc., the Settlement Facility Agreementmanaging member of the Company (the " Manager" ). Except for situations in which the approval of the Members is expressly required or permitted by this Limited Liability Company Agreement or by nonwaivable provisions of applicable law, the Manager shall have the complete discretion, power to take any and all actions as authority in the sole judgment management and discretion control of the Manager are necessary or advisable business of the Company, shall make all decisions affecting the business of the Company and shall manage and control the affairs of the Company to effectuate carry out the business and purposes of the Litigation Facility, including without limitation, each power expressly granted in Section 4.03(b) Company. Without limiting the generality of this Agreement and any power reasonably incidental thereto. (b) Subject to the other provisions of this Agreementforegoing, the Manager shall have the power: is hereby authorized: (1i) to receive cash and other additions to the Litigation Facility from any source and to hold, administer, and distribute such additions as part expend Company funds in furtherance of the Litigation Facilitypurpose of the Company; provided, that any action resulting in a disbursement or expenditure or a commitment to make a disbursement or expenditure from the Litigation Facility in excess of $100,000.00, shall require approval by the Debtor; (2ii) to invest and reinvest in securities or other property of any funds of the Litigation Facility as provided in this Agreement; character, real or personal, including, but not limited to, common and preferred stocks, bonds, notes, debentures, mortgages, leases and partnership interests (3general or limited); (iii) to compromisesell, adjust, mediate exchange or otherwise arbitrate, ▇▇▇ on or defend, or otherwise deal with, recommend settlement dispose of or litigate to final judgment (including appeals) Litigation Facility Obligations. The Manager may employ and compensate legal counsel, expert witnesses, and other parties deemed by the Manager to be qualified as experts in connection therewith, and reimburse other witnesses for expenses; (4) to rely upon any affidavit, certificate, letter, notice, telegram, such securities or other paperproperty at public or private sale and to grant options for the purchase, or upon any telephone conversation exchange or other oral communication, believed by the Manager to be genuine and sufficient and upon any other evidence believed by the Manager to be genuine and sufficientdisposition thereof, and to be protected exercise or sell any options and saved harmless any conversion, subscription, voting and other rights, discretionary or otherwise, in respect of all payments or distributions made hereunder if made thereof; (iv) to manage and keep in good faith force such insurance as may be required to reasonably protect the Company and without actual notice or knowledge its assets; (v) to borrow money for and on behalf of the changed condition or status of any person receiving payments or other distributions upon a condition; (5) Company and to indemnify the Manager, employees incur and/or guarantee obligations for and agents on behalf of the Litigation FacilityCompany, to purchase insurance in accordance with on such Section 3.05; terms and to meet the obligations at such rates of the Litigation Facility under the Claims Resolution Procedures in Article V of this Agreement; (6) to hire such employees, experts, counsel, and agents as deemed necessary by the Manager for the proper administration of the Litigation Facility and to compensate such employees, experts, counsel and agents for their services; (7) to acquire, own, lease and convey, such real and personal properties, in such locations interest as the Manager may deem necessary or desirable for advisable and proper; (vi) to pledge the proper administration credit of the Litigation Facility; Company and grant security interests in Company assets for Company purposes; (8) vii) to adopt employ such agents, employees, independent contractors, attorneys and amend by-laws and other rules and procedures not inconsistent with this Agreement or the Plan, accountants as the Manager deems reasonably necessary; (viii) to commence, defend, compromise or settle any claims, proceedings, actions or litigation for and on behalf of the Company; (ix) to execute, deliver and file any amendment, restatement or revocation of the Certificate of Formation as may deem be necessary or desirable for the governance or administration of the Litigation Facility; provided, that in the event of an inconsistency between the by-laws and this Agreement, this Agreement shall govern; (9) appropriate to supervise and administer the Claims Resolution Procedures for the resolution of Litigation Facility Obligations; (10) to defend against and pay all costs and fees (including attorneys’ fees) of the defense of any and all claims that relate to the operations of the Litigation Facility, the reflect actions of the Manager, employees, and agents, and, subject to review and approval of the Special Master, the Litigation Facility Obligations or any joint defense arrangements made pursuant to Section 2.09 hereof; (11) in cooperation with the Settlement Facility, Debtor and any affected Released Party, to assert the enforceability of the releases and injunctions referred to in Sections 8.3, 8.4 and 8.5 of the Plan; and, to the extent applicable, the discharge referred to and described in Section 8.1 of the Plan, and defend any adverse decision relating thereto. The Released Parties, or any of them, may also assert, defend and appeal such matters; and (12) to do all other acts and things not inconsistent with the provisions of this Agreement or the Plan that properly taken by the Manager may deem reasonably necessary or desirable for and/or the proper management of the Litigation Facility, in the same manner and to the same extent as individuals might or could do with respect to their own property, subject to the limitations of applicable law governing the conduct of fiduciaries.Members under this Limited Liability Company Agreement; 2