Limited Liability Company Agreement

　　5.2 number, tenure and qualifications. the company shall initially have one (1) manager. the number of managers shall be fixed from time to time by the affirmative vote of members holding at least a twothirds interest, but in no instance shall there be less than one manager. each manager shall hold office until such manager resigns pursuant to section 5.9 or is removed pursuant to section 5.10. a manager shall be appointed by the affirmative vote of members holding at least a twothirds interest. a manager need not be a resident of the state or a member.

　　5.3 certain powers of manager. without limiting the generality of section 5.1 but subject to the limitations of section 5.4, the manager shall have power and authority on behalf of the company:

　　(a) to acquire property from any person as the manager may determine. the fact that a manager or an equity owner is directly or indirectly affiliated or connected with any such person shall not prohibit the manager from dealing with that person, provided that except as otherwise expressly provided in this agreement (including without limitation, section 8.1), the terms of any such dealing are not less favorable to the company than could be obtained from an unrelated party; and provided further that except as expressly provided otherwise in this agreement, the aggregate fair market value of any property acquired by the company from nii or its affiliates during any fiscal year shall not exceed $50,000 in any fiscal year without oz domestic's prior written consent;

　　(b) to borrow money for the company from banks, other lending institutions, on such terms as the manager deems appropriate, and in connection therewith, to hypothecate, encumber and grant security interests in company property to secure repayment of the borrowed sums;

　　(c) to purchase liability and other insurance to protect the company's property and business;

　　(d) to hold and own any company real and/or personal properties in the name of the company;

　　(e) to invest any company funds (by way of example but not limitation) in time deposits, shortterm governmental obligations, commercial paper or other investments;

　　(f) to execute on behalf of the company all instruments and documents, including, without limitation, checks, drafts, notes and other negotiable instruments; mortgages or deeds of trust; security agreements; financing statements; documents providing for the acquisition, mortgage or disposition of company property; assignments; bills of sale; leases; partnership agreements; operating (or limited liability company) agreements of other limited liability companies; and any other instruments or documents necessary, in the opinion of the manager, to the conduct of the business of the company;