Limited Liability Company Agreement

　　(a) any person dealing with the company may rely (without duty of further inquiry) upon a certificate signed by any manager as to:

　　(i) the identity of any manager or equity owner;

　　(ii) the existence or nonexistence of any fact or facts which constitute a condition precedent to acts on behalf of the company by any manager or which are in any other manner germane to the affairs of the company;

　　(iii) the persons who are authorized to execute and deliver any instrument or document of the company; or

　　(b) any act or failure to act by the company or any other matter whatsoever involving the company or any equity owner.

　　5.15 officers. in exercising the authority, powers and rights granted to it under this agreement, the manager may exercise such authority, powers and rights directly or through officers appointed by the manager pursuant to the following terms and conditions.

　　(a) the manager at any time and from time to time shall have the authority to appoint a president, a chairman, one or more vice presidents, a secretary, a treasurer and a controller. the manager at any time and from time to time may also appoint such other officers as it shall deem necessary, including one or more assistant vice presidents, one or more assistant treasurers and one or more assistant secretaries, who shall hold their offices for such terms as shall be determined by the manager, and shall exercise such powers and perform such duties as shall be determined from time to time by the manager.

　　(b) the salaries of the officers shall be fixed by the manager, except that the manager may delegate to any officer or officers the power to fix the compensation of any officer appointed in accordance with the second sentence of 5.5(a).

　　(c) each officer shall hold office for one (1) year after his or her appointment by the manager and until his or her successor is chosen or until his or her earlier resignation, death, removal or termination of his or her office. any officer may be removed with or without cause by the manager whenever in its judgment the best interests of the company would be served thereby. any officer may resign by giving written notice to the manager. the resignation shall be effective upon receipt, or at such time as may be specified in such notice.

　　(d) the chairman, when one is appointed, may be declared by the manager to be the chief executive officer of the company and, if so, shall have general and active management of the business of the company and shall see that all orders and resolutions of the manager are carried into effect. he shall be ex officio a member of all standing committees, unless otherwise provided in the resolution appointing the same. the chairman shall call meetings of the members and the manager to order and shall act as chairman of such meetings.