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limited purpose is stated in the Articles of Organization. <br /> (c) The Company shall have any and all powers that are necessary or desirable to carry out <br /> the purposes and business of the Company, to the extent the same may be legally exercised by limited <br /> liability companies under the Act. The Company shall carry out the foregoing activities pursuant to the <br /> arrangements set forth in the Articles of Organization and this Agreement. <br /> 1.7 Nature of Ownership Interests. The interests of the Interest Owners in the Company <br /> shall be personal property for all purposes. Legal title to all Company assets shall be held in the name of <br /> the Company. Neither any Interest Owner nor a successor, representative or assignee of such Interest <br /> Owner, shall have any right, title or interest in or to any Company property or the right to partition any <br /> real property owned by the Company. Ownership Interests may but are not required to be evidenced by a <br /> certificate of Ownership Interest issued by the Company, in such form as a Majority in Interest of the <br /> Members may determine. <br /> 1.8 Classification of the Company. The Interest Owners hereby acknowledge that the <br /> Company will not make an election with the Internal Revenue Service to be treated as an association <br /> taxed as a corporation and thus from and after the Effective Date will be taxed as a partnership for federal <br /> income tax purposes and that no Interest Owner is authorized to make such election unless all of the <br /> Members agree to do so. <br /> ARTICLE II-MANAGEMENT <br /> 2.1 Management. <br /> (a) The business and affairs of the Company shall be managed by those Persons designated <br /> as Managers,who may but need not be Members in the Company. Except as otherwise provided herein, <br /> the Managers (herein sometimes referred to collectively as the "Board of Managers") shall have full and <br /> complete authority,power and discretion to manage and control the business of the Company,to make all <br /> decisions regarding those matters and to perform any and all other acts customary or incident to the <br /> management of the Company's business. Whenever there is more than one Manager, the act of the <br /> Managers shall require the approval of a majority in number of those Persons serving as Managers. <br /> (b) Any single Manager shall have the authority to bind the Company and to execute any and <br /> all documents on behalf of the Company necessary for the conduct or continuance of the business of the <br /> Company, including, but not limited to, any contracts, deeds,mortgages, deeds of trust, assignments, and <br /> promissory notes, subject to obtaining the requisite consent of the Managers as provided in(a) above. <br /> (c) The Managers may elect to appoint one or more officers who may, but need not, be <br /> Members,with such titles,duties and compensation as may be designated by the Managers, subject to any <br /> applicable restrictions specifically provided in this Agreement or contained in the Act. Any officer so <br /> appointed shall be deemed a Company Official. <br /> 2.2 Number. The Board of Managers shall consist of two individuals. Initially, the <br /> Company shall have two Managers. The initial Managers shall be the individuals set forth in Schedule <br /> 2.2, attached hereto. The exact number and identity of Managers may be changed upon the affirmative <br /> vote of a Majority in Interest of the Members. <br /> 2.3 Election and Term of Office. Managers shall be elected as needed upon the vote of a <br /> Majority in Interest of the Members. Each Manager so elected shall hold office until the Manager's <br /> successor shall have been elected and qualified, or until the death or insolvency of such Manager, or until <br /> his or her resignation or removal from office in the manner provided in this Agreement or in the Act. <br /> 2 <br />