(m) to make, execute, acknowledge and file any and all documents or instruments
necessary, convenient or incidental to the accomplishment of the purpose of the
Company.
(ii) All real and personal property of the Company shall be owned by the Company as an
entity. The Member shall not have any interest in any specific property of the Company. The
interest of the Member in the Company is personal property.
4. MEMBER
The following information with respect to the Member is to be provided on Schedule | and will
be accurate as of the date hereof (except to the extent updated as provided below):
(i) the name and address of the Member; and
(ii) the capital contribution of the Member to the Company.
The Manager or the Member may, but shall not be required to, update the information on
Schedule | from time to time to reflect any changes in that information.
5. POWERS OF MEMBER
(i) The Member shall have the power to exercise any and all rights and powers granted to
the Member pursuant to the express terms of this Agreement.
(ii) Except as otherwise specifically provided by this Agreement, only the Manager shall
have the power to act for and on behalf of, and to bind, the Company, and the Member, as a
member of the Company, shall not have the power to act for and on behalf of or to bind the
Company.
6. MANAGEMENT
6.1 MANAGEMENT OF THE COMPANY
(i) Herbert R. Sargent shall be the manager of the Company (the “Manager”) and, in that
capacity, shall manage the Company in accordance with this Agreement. The Manager is the
agent of the Company, and the actions of the Manager taken in that capacity and in accordance
with this Agreement shall bind the Company. The salary or other compensation, if any, of the
Manager shall be fixed from time to time by the Member and the Manager. if at any time the
Company more than one Manager then all references to Manager shall be deemed to be multiple.
(ii) Except to the extent otherwise provided in this Agreement, the Manager shall have
full, exclusive and complete discretion to manage and control the business and affairs of the
Company, to make all decisions affecting the business and affairs of the Company and to take all
actions as he or she deems necessary or appropriate to accomplish the purpose of the Company
as set forth herein and shall have all powers and authority necessary or desirable in connection
(R1661711.2 57959-072080 j 3
