DOCUMENTS AND OTHER INFORMATION IN
ORDER TO ENABLE SUCH MEMBER TO MONITOR ITS INVESTMENT IN THE COMPANY, EXERCISE
ITS RIGHTS UNDER THIS AGREEMENT AND SUCH OTHER INFORMATION AS MAY BE REASONABLY
REQUIRED TO ENABLE SUCH MEMBER TO ACCOUNT FOR ITS INVESTMENT IN THE COMPANY AND
OTHERWISE COMPLY WITH THE REQUIREMENTS OF APPLICABLE LAWS, GAAP, THE GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES OR OTHER ACCOUNTING REQUIREMENTS OF ANY MEMBER
AND THE REQUIREMENTS OF ANY GOVERNMENT AUTHORITY), PROVIDED THAT OBTAINING THE
INFORMATION REQUESTED IS NOT UNDULY BURDENSOME TO THE MANAGER (IT BEING
UNDERSTOOD THAT ANY INFORMATION NECESSARY FOR A MEMBER TO ACCOUNT FOR ITS
INVESTMENT IN THE COMPANY UNDER THE GENERALLY ACCEPTED ACCOUNTING PRINCIPLES OR
OTHER ACCOUNTING REQUIREMENTS APPLICABLE TO SUCH MEMBER SHALL NOT BE DEEMED
UNDULY BURDENSOME).
(B)
DURING ORDINARY BUSINESS HOURS, EACH MEMBER AND ITS AUTHORIZED
REPRESENTATIVE SHALL HAVE ACCESS TO ALL BOOKS, RECORDS AND MATERIALS IN THE
COMPANY'S OFFICES REGARDING THE COMPANY OR ITS ACTIVITIES.
(C)
THE MANAGER SHALL NOTIFY A MEMBER IF THE MANAGER CONSIDERS ANY
INFORMATION RECEIVED PURSUANT TO THIS SECTION 4.9 TO BE CONFIDENTIAL
INFORMATION.
ANY SUCH CONFIDENTIAL INFORMATION WILL BE SUBJECT TO THE
PROVISIONS OF SECTION 10.3 OF THIS AGREEMENT.
4.10
INSURANCE.
THE COMPANY SHALL MAINTAIN OR CAUSE TO BE MAINTAINED IN
FORCE AT ALL TIMES, FOR THE PROTECTION OF THE COMPANY AND THE MEMBERS TO THE
EXTENT OF THEIR INSURABLE INTERESTS, SUCH INSURANCE AS THE MANAGER BELIEVES IS
WARRANTED FOR THE OPERATIONS BEING CONDUCTED.
29
4.11
BOARD OF DIRECTORS.
THE MANAGER MAY ESTABLISH A BOARD OF DIRECTORS
(THE "BOARD") FOR THE COMPANY TO MANAGE THE BUSINESS AND AFFAIRS OF THE COMPANY
AND MAY DESIGNATE ONE OR MORE PERSONS AS MEMBERS OF THE BOARD AND MAY DELEGATE
ANY OR ALL OF ITS AUTHORITY AS MANAGER TO SUCH BOARD; PROVIDED THAT NO SUCH
DELEGATION SHALL REDUCE OR OTHERWISE AFFECT THE DUTIES AND OBLIGATIONS OF THE
MANAGER HEREUNDER.
IF A BOARD IS CREATED PURSUANT TO THIS SECTION 4.11, THE
BOARD MAY DESIGNATE ONE OR MORE COMMITTEES TO ACT ON ITS BEHALF AS IT DEEMS
APPROPRIATE.
4.12
OFFICERS.
(A)
THE MANAGER MAY, FROM TIME TO TIME, DESIGNATE ONE OR MORE PERSONS
TO FILL ONE OR MORE OFFICER POSITIONS OF THE COMPANY.
ANY OFFICERS SO
DESIGNATED SHALL HAVE SUCH TITLES AND AUTHORITY AND PERFORM SUCH DUTIES AS THE
MANAGER MAY, FROM TIME TO TIME, DELEGATE TO THEM.
IF THE TITLE GIVEN TO A
PARTICULAR OFFICER IS ONE COMMONLY USED FOR OFFICERS OF A BUSINESS CORPORATION,
THE ASSIGNMENT OF SUCH TITLE SHALL CONSTITUTE THE DELEGATION TO SUCH OFFICER OF
THE AUTHORITY AND DUTIES THAT ARE NORMALLY ASSOCIATED WITH THAT OFFICE, SUBJECT
TO ANY SPECIFIC DELEGATION OF AUTHORITY AND DUTIES MADE TO SUCH OFFICER, OR
RESTRICTIONS PLACED THEREON, BY THE MANAGER.
EACH OFFICER SHALL HOLD OFFICE
UNTIL HIS OR HER SUCCESSOR IS DULY DESIGNATED, UNTIL HIS OR HER DEATH OR UNTIL
HE OR SHE RESIGNS OR IS REMOVED IN THE MANNER HEREINAFTER PROVIDED.
ANY NUMBER
OF OFFICES MAY BE HELD BY THE SAME PERSON.
THE SALARIES OR OTHER COMPENSATION,
IF ANY, OF