with the foregoing, including the power and authority to execute all documents or instruments,
perform all duties and powers and do all things for and on behalf of the Company in all matters
necessary, desirable, convenient or incidental to the purpose of the Company. The Manager may
delegate to other persons or entities so much of the Manager’s responsibilities hereunder that the
Manager determines to be necessary, appropriate or convenient for the efficient administration
and management of the Company’s business and affairs. The Manager, however, must retain the
power to direct and control any person or entity to whom the Manager delegates any of the
Manager’s responsibilities.
(iii) The Manager may be removed with or without cause by the Member. A Manager
shall serve until removed or until the Manager’s earlier death, resignation or incapacity. A
Manager may resign at any time upon 30 days’ prior written notice to the Member. Upon the
removal, death, resignation, incapacity or resignation of a Manager, a successor shall be
designated by the Member.
(iv) A Manager may delegate to any officer of the Company, if any, or to any other
person or entity the authority to act on behalf of the Company as the Manager may from time to
time deem appropriate in his or her sole discretion. The salaries or other compensation, if any, of
the officers and agents, if any, of the Company shall be fixed from time to time by the Manager.
Except as otherwise provided by a Manager, when the taking of that action has been authorized
by a Manager, the Manager or any officer, if any, of the Company, or any other person
specifically authorized by the Manager, may execute any contract or other agreement or
document on behalf of the Company.
(v) The Company may have one or more of the following officers as determined by the
Manager from time to time: President, Vice President, Secretary, and other officers the Manager
may appoint from time to time. Any officers may be appointed and removed at the will of the
Manager. If any officers are appointed by the Manager, they shall perform those functions
specified by the Manager. If one or more of a President, Secretary or Treasurer is appointed,
each shall perform those functions as are herein provided unless otherwise specified by the
Manager:
(a) Kenneth G. Moulison shali be the President of the Company. The President
shall be the chief executive officer of the Company and shall, subject to the supervision,
direction and control of the Manager, have the general powers and duties of supervision,
direction, management and control of the day-to-day business and affairs of the Company
and of the other officers of the Company, including the power to sign all instruments,
contracts and agreements that have been approved by the Manager and all powers
necessary to direct and control the organizational and reporting relationships within the
Company, and shall have such other powers and perform such other duties as may be
prescribed by the Manager.
(b) The sole Member also designates Andrew E. Spaulding to be the Vice
President of the Company. The Vice President shall perform such duties and have such
powers as the President may from time to time prescribe. In the absence of the president,
or in the event of his inability or refusal to act, the Vice President (or in the event there be
{RIGLITI12 S7989-971080 } 4
