Management of the Company

Member authority

Company Members shall be fully empowered and authorized to implement the terms and provisions of the Board Of Directors approved Business Plan and Annual Budget on behalf of the Company, subject to the limitations set forth in Section "Major Decisions".

The Company may rely upon any action taken or document executed by the any Officer without duty of further inquiry and may assume that such Officer has the requisite power and authority to take the action or execute the document in question.

Annual requirements of members

Not later than February 1 of each year, the Members shall deliver to the Board Of Directors a detailed proposed business plan (the "Business Plan") for the Company's next succeeding fiscal year, which shall include the proposed budget for such year (the "Annual Budget").

Business Plan and Annual Budget

The Business Plan and Annual Budget shall contain such other information as the Members wishes to include and shall contain such information as the Board Of Directors may request.

The Board Of Directors will review the proposed Annual Budget and Business Plan, and subject to required revisions, approve the same for the next succeeding fiscal year no later than February 15 of each year.

The Business Plan and Annual Budget shall include projected revenues, expenses for the year in question, projected investment activities and such other matters as the Members and Board Of Directos may deem appropriate. If the Annual Budget provides for a contingency or similar line item, then unless otherwise specifically provided to the contrary therein, the Members shall be empowered to expend the amount set forth in such line item for the Company obligations. If the Business Plan is not approved by the date set forth above, then:

any items or portions thereof that have been approved will become operative immediately
with respect to the Annual Budget, the Members may expend, in respect of noncapital or recurring expenses in any quarter of the then current calendar year, an amount equal to the budget amount for the corresponding quarter of the immediately preceding calendar year, as set forth on the last approved Annual Budget after giving effect to any material changes to the Company or its properties during the prior year; however, if any contract approved as a part of any prior approved Annual Budget or Business Plan provides for automatic increases in costs thereunder after the beginning of the then current calendar year, then the Members may expend the amount of that increase.

Following submission and recording of the final version of the Business Plan and Annual Budget, the Members shall be authorized to take the actions, incur obligations and make the expenditures therein expressly set forth. The Members shall not have any authority or power to take any action on behalf of the Company that would constitute a Major Decision, unless it has been expressly approved in writing by the Board Of Directors.

Compensation of Members

Except as otherwise specifically provided herein, no compensatory payment shall be made by the Company to any Member for the services to the Company.

Officers

The Board Of Directors may from time to time, designate one or more Persons to be officers or agents of the Company (an "Officer"). Any Officer so designated shall have such title and authority and perform such duties as the Board Of Directors may, from time to time, designate. Unless the Board Of Directors decides otherwise, if the title 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 by the Board Of Directors. Each Officer shall hold office until his successor shall be duly designated and shall qualify or until his death or until he shall resign or shall have been removed. The salaries or other compensation, if any, of the Officers and agents of the Company shall be fixed from time to time by the Board Of Directors. Any Officer may resign as such at any time. Any Officer may be removed as such, with or without Cause, by the Board Of Directors. Designation of an Officer shall not, in and of itself, create contract rights.

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