| 7. Limited Liability. Except to the extent provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, in tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and neither the Member nor any Officer (as defined below) or "authorized person" (within the meaning of the Act) of the Company shall be obligated or have any liability personally for any such debt, obligation or liability of the Company solely by reason of being a member, Officer or "authorized person" of the Company. 8. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law. 9. Management. In accordance with Section 18-402 of the Act, management of the Company shall be vested in the Member. The Member shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes of the Company described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member has the authority to bind the Company. Notwithstanding any other provision of this Agreement, the Member is authorized to execute and deliver any document on behalf of the Company without any vote or consent of any other person or entity. 10. Officers. Officers of the Company, including a President, any number of Vice Presidents, a Treasurer, a Secretary, and any number of Assistant Treasurers and Assistant Secretaries ( each an "Officer"), may be appointed and removed, with or without cause, as decided from time to time by the Member. Officers of the Company shall have such authority and perform such duties in the management of the Company as generally pertain to their respective offices and shall have such other powers as delegated by the Member. Any Officer appointed by the Member may be an employee of the Member or any affiliate of the Member. Each Officer of the Company is an agent of the Company's business and, except as otherwise expressly provided herein, each Officer may bind the Company in accordance with authority set forth in this Agreement or vested in a resolution of the Member. Each Officer appointed by the Member shall be an "authorized person" within the meaning of the Act, with authority to execute, deliver and file the Certificate of Formation and all other certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed with the Secretary of State of the State of Delaware. 11. Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement. 12. Exculpation and Indemnification. Neither the Member nor any Officer, authorized person, employee or agent of the Company nor any employee, representative, agent or affiliate of the Member (collectively, the "Covered Persons") shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on -2- |