necessary, convenient or incidental to the accomplishment of the purpose of the
Company;
(b) to acquire, by purchase, lease, contribution of property or otherwise, and to
own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer,
demolish or dispose of any real or personal property that may be necessary, convenient or
incidental to the accomplishment of the purpose of the Company;
(c) to enter into, perform and carry out contracts of any kind, including, without
limitation, contracts with the Member or any person or other entity that directly or
indirectly controls, is controlled by, or is under common control with the Member (any
such person or entity, an “A ffiliate”), or any agent of the Company necessary to, in
connection with, convenient to, or incidental to, the accomplishment of the purpose of the
Company. For purposes of the definition of Affiliate, “contro!” means possession,
directly or indirectly, of the power to direct or cause the direction of the management and
policies of an entity, whether through ownership of voting securities or otherwise;
(d) to tend money for any proper purpose, to invest and reinvest its funds, and to
take and hold real and personal property for the payment of funds so lent or invested;
(e ) to sue and be sued, complain and defend and participate in administrative or
other proceedings, in its name;
(f) to appoint employees and agents of the Company, define their duties and fix
their compensation;
(g) to indemnify any person or entity and to obtain any and all types of insurance;
(h) to cease its activities and cancel its insurance;
(i) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend,
waive, execute, acknowledge or take any other action with respect to any lease, contract
or security agreement in respect of any assets of the Company;
(j) to negotiate, enter into, renegotiate, extend, Tenew, terminate, modify, amend,
waive, acknowledge or take any other action with respect to any collective bargaining
agreement or otherwise make decisions regarding the Company’s labor relations strategy;
(k) to borrow money and issue evidences of indebtedness, and to secure the debts
of the Company by mortgage, pledge or other lien on any or all of the assets of the
Company;
(I) to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any
and all other claims or demands of or against the Company; and
{R164171! 2 87080.072080 } 2
