PROVISION AS SIMILAR IN INTENT AS REASONABLY POSSIBLE TO THE
PROVISION SO SEVERED, AND SHALL NOT CAUSE THE INVALIDITY OR UNENFORCEABILITY OF
THE REMAINDER OF THIS AGREEMENT.
10.7
COUNTERPARTS; BINDING UPON MEMBERS AND ASSIGNEES.
THIS AGREEMENT
MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS AND, WHEN SO EXECUTED, ALL OF SUCH
COUNTERPARTS SHALL CONSTITUTE A SINGLE INSTRUMENT BINDING UPON ALL PARTIES
NOTWITHSTANDING THE FACT THAT ALL PARTIES ARE NOT A SIGNATORY TO THE ORIGINAL OR
TO THE SAME COUNTERPART.
IN ADDITION, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW AND WITHOUT LIMITATION ON ANY OTHER RIGHTS OF THE MEMBERS OR THE
COMPANY, A NON-MEMBER SHALL BECOME BOUND AS AN ASSIGNEE UNDER THIS AGREEMENT IF
SUCH PERSON HOLDS AN INTEREST IN THE COMPANY AND SEEKS TO EXERCISE, ASSERT,
CONFIRM OR ENFORCE ANY OF ITS RIGHTS AS AN ASSIGNEE UNDER THIS AGREEMENT OR THE
ACT.
10.8
SURVIVAL OF CERTAIN OBLIGATIONS.
EXCEPT AS SPECIFICALLY PROVIDED IN
THIS AGREEMENT, OR TO THE EXTENT SPECIFICALLY APPROVED BY THE BOARD OF MANAGERS
(WHICH APPROVAL MAY BE WITHHELD BY THE BOARD OF MANAGERS IN THEIR SOLE AND
ABSOLUTE DISCRETION), AS APPLICABLE, A MEMBER, CDI AND MEC SHALL CONTINUE TO BE
SUBJECT TO ALL OF ITS OBLIGATIONS TO MAKE CAPITAL CONTRIBUTIONS OR OTHER
PAYMENTS ARISING UNDER THIS AGREEMENT (INCLUDING OBLIGATIONS ATTRIBUTABLE TO A
BREACH OF THIS AGREEMENT), AS WELL AS ITS OBLIGATIONS TO MAINTAIN THE
CONFIDENTIALITY OF INFORMATION PURSUANT TO SECTION 6.3 AND TO PROVIDE
INFORMATION PURSUANT TO SECTION 6.4, WITHOUT REGARD TO ANY TRANSFER OF ALL OR
ANY PORTION OF SUCH MEMBER'S INTEREST OR ANY EVENT THAT TERMINATES SUCH MEMBER'S
STATUS AS SUCH OR THE TERMINATION OF THE COMPANY.
EACH MEMBER'S CAPITAL
COMMITMENT SHALL TERMINATE AT THE TIME OF THE FINAL TERMINATION OF THE COMPANY
UNDER THE ACT, BUT SUCH TERMINATION SHALL NOT RELEASE A DEFAULTING MEMBER FROM
OBLIGATIONS ARISING UNDER SECTION 2.4.
10.9
NO THIRD PARTY BENEFICIARIES.
EXCEPT WITH REGARD TO THE COMPANY'S
OBLIGATION TO INDEMNIFIED PERSONS AS SET FORTH IN ARTICLE 9, THE PROVISIONS OF
THIS AGREEMENT ARE NOT INTENDED TO BE FOR THE BENEFIT OF OR ENFORCEABLE BY ANY
THIRD PARTY AND SHALL NOT GIVE RISE TO A RIGHT ON THE PART OF ANY THIRD PARTY TO
(I) ENFORCE OR DEMAND ENFORCEMENT OF A MEMBER'S CAPITAL COMMITMENT, OBLIGATION
TO RETURN DISTRIBUTIONS, OR OBLIGATION TO MAKE OTHER PAYMENTS TO THE COMPANY AS
SET FORTH IN THIS AGREEMENT OR (II) DEMAND THAT THE COMPANY OR THE BOARD OF
MANAGERS ISSUE ANY CAPITAL CALL.
35
10.10
NOTICES, CONSENTS, ELECTIONS, ETC.
ALL NOTICES, CONSENTS,
AGREEMENTS, ELECTIONS, AMENDMENTS, AND APPROVALS PROVIDED FOR OR PERMITTED BY
THIS AGREEMENT OR OTHERWISE RELATING TO THE COMPANY SHALL BE IN WRITING AND
SIGNED COPIES THEREOF SHALL BE RETAINED WITH THE BOOKS OF THE COMPANY.
[A]
NOTICE TO MEMBERS.
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN
THIS AGREEMENT, NOTICE TO A MEMBER SHALL BE DEEMED DULY GIVEN UPON THE EARLIEST
TO OCCUR OF THE FOLLOWING: (I) PERSONAL DELIVERY TO SUCH MEMBER, TO THE ADDRESS
SET FORTH ON SCHEDULE A FOR SUCH MEMBER, OR TO