Limited Liability Company Agreement

　　(g) to employ accountants, legal counsel, managing agents or other experts to perform services for the company and to compensate them from company funds;

　　(h) to enter into any and all other agreements on behalf of the company, with any other person for any purpose (including fulfillment and other contracts with nii and its affiliates), in such forms as the manager may approve provided that except as otherwise expressly provided in this agreement the terms of any such dealing are not less favorable to the company than are provided by nii or its affiliates to unrelated third parties;

　　(i) to execute and file such other instruments, documents and certificates which may from time to time be required by the laws of the state or any other jurisdiction in which the company shall determine to do business, or any political subdivision or agency thereof, to effectuate, implement, continue and defend the valid existence of the company;

　　(j) to enter into the license agreement attached hereto as exhibit 5.3(j);

　　(k) to appoint officers of the company (subject to section 5.4(a)(1)); and

　　(l) to do and perform all other acts as may be necessary or appropriate to the conduct of the company's business.

　　5.4 limitations on authority.

　　(a) notwithstanding any other provision of this agreement, the manager shall not cause or commit the company to do any of the following without consulting with the hhh partners:

　　(1) appoint or elect a president of the company;

　　(2) enter into any agreement for the purchase of stock or of all or substantially all of the assets of any person or entity, or for the merger or consolidation with or into any person or entity if the purchase price is not greater than $,_________; or

　　(3) cause the company to issue additional common units, except as provided in article 11;

　　(b) without the prior written approval of both fff and och ziff partners, which approval may not be unreasonably withheld if so requested by the manager, the manager shall not cause or commit the company to do any of the following:

　　(1) except as provided in section 5.3(a), 5.3(h), 5.3(j) and 5.12 or otherwise expressly provided in this agreement, engage in transactions with affiliates without the consent of both hhh partners and fff;

　　(2) issue preferred units to any person other than hhh partners;

　　(3) cause the company to undergo a reorganization (subject also to the notice requirement contained in section 10.5(c));

　　(4) enter into any agreement for the purchase of stock or of all or substantially all of the assets of any person or entity, or for the merger or consolidation with or into any person or entity if the purchase price is greater than $,_________; or