THE DAY-TO-DAY BUSINESS AND AFFAIRS OF THE COMPANY.
4.4
DUTIES.
THE MANAGER SHALL CARRY OUT ITS DUTIES IN GOOD FAITH, IN A
MANNER THAT IT BELIEVES TO BE IN THE BEST INTERESTS OF THE COMPANY.
THE MANAGER
SHALL DEVOTE SUCH TIME AND EXPEND SUCH RESOURCES TO THE BUSINESS AND AFFAIRS OF
THE COMPANY AS IT MAY DETERMINE, IN ITS REASONABLE DISCRETION, IS NECESSARY OR
APPROPRIATE FOR THE EFFICIENT CARRYING ON OF THE COMPANY'S BUSINESS.
4.5
RELIANCE BY THIRD PARTIES.
NO THIRD PARTY DEALING WITH THE COMPANY
SHALL BE REQUIRED TO ASCERTAIN WHETHER THE MANAGER IS ACTING IN ACCORDANCE WITH
THE PROVISIONS OF THIS AGREEMENT.
ALL THIRD PARTIES MAY RELY CONCLUSIVELY ON
ANY AGREEMENT, INSTRUMENT OR OTHER DOCUMENT EXECUTED BY THE MANAGER AS BEING
WITHIN THE MANAGER'S AUTHORITY AND BINDING ON THE COMPANY.
IF THE MANAGER ACTS
WITHOUT AUTHORITY IT SHALL BE LIABLE TO THE MEMBERS FOR ANY DAMAGES ARISING OUT
OF ITS UNAUTHORIZED ACTIONS.
4.6
RESIGNATION.
THE MANAGER MAY RESIGN AT ANY TIME BY GIVING WRITTEN
NOTICE TO THE MEMBERS.
UNLESS OTHERWISE SPECIFIED IN THE NOTICE, THE
RESIGNATION SHALL TAKE EFFECT UPON RECEIPT THEREOF BY THE MEMBERS, AND THE
ACCEPTANCE OF THE RESIGNATION SHALL NOT BE NECESSARY TO MAKE IT EFFECTIVE.
NOTWITHSTANDING THE FOREGOING, IF A REPLACEMENT MANAGER HAS NOT BEEN DESIGNATED
28
PURSUANT TO SECTION 4.8, SUCH RESIGNATION SHALL NOT TAKE EFFECT UNTIL THE
APPOINTMENT OF THE NEW MANAGER PURSUANT TO SECTION 4.8.
4.7
REMOVAL.
CPE MAY FROM TIME TO TIME AND AT ANY TIME WITH OR WITHOUT
CAUSE REMOVE ITSELF, AND ANY SUBSEQUENT MANAGER, FROM THE POSITION OF MANAGER BY
GIVING WRITTEN NOTICE TO THE MEMBERS AND SUCH MANAGER.
IF AT ANY TIME THE
MANAGER (THE "FORMER MANAGER") IS REMOVED PURSUANT TO THIS SECTION 4.7 OR
RESIGNS PURSUANT TO SECTION 4.6 AND A NEW MANAGER IS APPOINTED PURSUANT TO
SECTION 4.8, THE FORMER MANAGER WILL, IF THE FORMER MANAGER OWNS ANY COMMON
MEMBERSHIP UNITS, AUTOMATICALLY BECOME A NON-MANAGING MEMBER IN THE COMPANY AND
THE MANAGING MEMBER INTEREST OF THE FORMER MANAGER WILL AUTOMATICALLY CEASE TO
BE THE MANAGING MEMBER INTEREST; PROVIDED, HOWEVER THAT THE PROVISIONS OF
SECTION 3.3(E)(II), SECTION 4.14(A) AND SECTION 8.3 SHALL NOT APPLY TO CPE AND
CPE SHALL CONTINUE TO OWE THE DUTIES SET FORTH UNDER SECTION 4.14(B).
4.8
VACANCIES.
IF THERE IS A VACANCY IN THE POSITION OF MANAGER
OCCURRING FOR ANY REASON, CPE SHALL HAVE THE RIGHT, SUBJECT TO
SECTION 4.3(B)(I), TO DESIGNATE ANY PERSON (INCLUDING, WITHOUT LIMITATION, CPE
OR ITS AFFILIATES) AS MANAGER.
ANY SUCH DESIGNATION SHALL BE MADE BY GIVING
WRITTEN NOTICE THEREOF TO THE MEMBERS.
4.9
INFORMATION RELATING TO THE COMPANY.
(A)
IN ADDITION TO ANY INFORMATION REQUIRED TO BE PROVIDED PURSUANT TO
SECTION 6.6 OR SECTION 6.9, THE MANAGER SHALL SUPPLY TO A MEMBER AS SOON AS
REASONABLY PRACTICABLE AFTER WRITTEN REQUEST THEREFOR ANY INFORMATION REQUIRED
TO BE AVAILABLE TO THE MEMBERS UNDER THE LLC ACT AND ANY OTHER INFORMATION
REASONABLY REQUESTED BY SUCH MEMBER REGARDING THE COMPANY OR ITS ACTIVITIES
(INCLUDING COPIES OF ALL BOOKS AND ACCOUNTS,