THE OFFICERS OF THE COMPANY SHALL BE FIXED FROM TIME TO TIME BY THE
MANAGER.
THE INITIAL OFFICERS OF THE COMPANY ARE LISTED ON EXHIBIT C HERETO.
(B)
ANY OFFICER OF THE COMPANY MAY RESIGN AT ANY TIME BY GIVING
WRITTEN NOTICE THEREOF TO THE MANAGER.
ANY OFFICER MAY BE REMOVED, EITHER WITH
OR WITHOUT CAUSE, BY THE MANAGER WHENEVER IN ITS JUDGMENT THE BEST INTERESTS OF
THE COMPANY WILL BE SERVED THEREBY; PROVIDED, HOWEVER, THAT SUCH REMOVAL SHALL
BE WITHOUT PREJUDICE TO THE CONTRACT RIGHTS, IF ANY, OF THE PERSON SO REMOVED.
DESIGNATION OF AN OFFICER SHALL NOT, BY ITSELF, CREATE CONTRACT RIGHTS.
4.13
CERTAIN COSTS, FEES AND EXPENSES.
(A)
EXCEPT AS EXPRESSLY PROVIDED IN THE TRANSACTION DOCUMENTS, THE
COMPANY SHALL PAY, OR CAUSE TO BE PAID, ALL COSTS, FEES, OPERATING EXPENSES AND
OTHER EXPENSES OF THE COMPANY (INCLUDING THE COSTS, FEES AND EXPENSES OF
ATTORNEYS, ACCOUNTANTS OR OTHER PROFESSIONALS AND THE COMPENSATION OF ALL
PERSONNEL PROVIDING SERVICES TO THE COMPANY) INCURRED IN PURSUING AND
CONDUCTING, OR OTHERWISE RELATED TO, THE ACTIVITIES, INCLUDING INTENDED
ACTIVITIES, OF THE COMPANY, INCLUDING FOR ANY ACQUISITIONS, FINANCING
TRANSACTIONS OR ANY OTHER TRANSACTIONS, WHETHER OR NOT CONSUMMATED.
(B)
THE MANAGER IS HEREBY AUTHORIZED TO RECEIVE PAYMENTS FROM THE
COMPANY AS SET FORTH IN THE MANAGEMENT SERVICES AGREEMENT.
EXCEPT AS PROVIDED
THEREIN, THE MANAGER SHALL NOT BE ENTITLED TO COMPENSATION FOR PERFORMANCE OF
ITS DUTIES HEREUNDER.
ANY PAYMENT MADE TO THE MANAGER PURSUANT TO THE
MANAGEMENT SERVICES AGREEMENT SHALL BE TREATED UNDER SECTION 707(A) OF THE CODE
AS A PAYMENT TO THE MANAGER IN ITS CAPACITY AS MANAGER AND NOT IN ITS CAPACITY
AS A MEMBER OF THE COMPANY.
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4.14
CERTAIN DUTIES AND OBLIGATIONS OF THE MEMBERS.
(A)
UNDER NO CIRCUMSTANCE SHALL THE NON-MANAGING MEMBERS CONSTITUTE
FIDUCIARIES OF ANY OTHER MEMBER OR THE COMPANY, OR OWE ANY FIDUCIARY OR OTHER
DUTIES OR OBLIGATIONS TO ANY OTHER MEMBER OR THE COMPANY, WHETHER EXPRESS,
IMPLIED OR OTHERWISE EXISTING (BUT FOR THIS PROVISION) BY OPERATION OF LAW OR
APPLICATION OF LEGAL OR EQUITABLE PRINCIPLES, AND ANY AND ALL SUCH DUTIES AND
OBLIGATIONS, AND ANY AND ALL CLAIMS AND CAUSES OF ACTION WHICH MAY BE BASED
THEREON, ARE HEREBY EXPRESSLY WAIVED AND RELINQUISHED BY THE MEMBERS.
EXCEPT AS
OTHERWISE PROVIDED IN THIS AGREEMENT, NO NON-MANAGING MEMBER SHALL HAVE ANY
AUTHORITY TO ACT FOR, BIND, COMMIT OR ASSUME ANY OBLIGATION OR RESPONSIBILITY ON
BEHALF OF THE COMPANY, ITS PROPERTIES OR ANY OTHER MEMBER.
(B)
IN CONNECTION WITH THE PERFORMANCE OF ITS DUTIES AS MANAGER OF THE
COMPANY, THE MANAGER ACKNOWLEDGES THAT IT WILL OWE TO THE MEMBERS, SOLELY IN
THEIR CAPACITY AS MEMBERS, THE SAME FIDUCIARY OR QUASI-FIDUCIARY DUTIES OR
SIMILAR DUTIES AND OBLIGATIONS AS IT WOULD OWE TO THE STOCKHOLDERS OF A DELAWARE
CORPORATION IF IT WERE A MEMBER OF THE BOARD OF DIRECTORS OF SUCH A CORPORATION
AND THE MEMBERS WERE STOCKHOLDERS OF SUCH CORPORATION.
THE MEMBERS ACKNOWLEDGE
THAT THE MANAGER WILL TAKE ACTION THROUGH ITS BOARD OF DIRECTORS, AND THAT THE
MEMBERS OF THE MANAGER'S