more than one Vice President, the Vice Presidents in the order designated, or in the
absence of any designation, then in the order of their seniority as Vice Presidents) shall
perform the duties of President, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the President.
(c) Andrew E. Spaulding shall be the Secretary of the Company. The Secretary
shall keep or cause to be kept at the principal place of business of the Company, or other
place the Manager may direct, a book of minutes of al! formal actions of the Manager and
the Member. The Secretary shall keep or cause to be kept at the principal place of
business of the Company, a register or a duplicate register showing the name and address
of the Member, the number and date of certificates issued in respect of the Member’s
interest in the Company, if any, and the number and date of cancellation of every
certificate surrendered for cancellation, The Secretary shall have those other powers and
perform other duties as may be prescribed by the Manager or the President.
(vi) A Manager may appoint, employ, or otherwise contract with those other persons or
entities for the transaction of the business of the Company or the performance of services for or
on behalf of the Company as it shall determine in its sole discretion.
Company.
(viii) The expression of any power or authority of a Manager in this Agreement shall not
in any way limit or exclude any other power or authority of a Manager that is not expressly set
forth in this Agreement; except that any power or authority of a Manager shall be subject to any
limitations on the power or authority of a Manager expressly set forth in this Agreement and to
any rights and powers granted to the Member pursuant to the express terms of this Agreement.
6.2 RELIANCE BY THIRD PARTIES
A Manager or any officer of the Company may certify and authenticate records of the Company
to third pasties and any third party dealing with the Company, a Manager, the Member or any
officer of the Company may rely upon a certificate signed by a Manager or any officer of the
Company as to:
(i) the identity of a Manager, the Member or any officer of the Company;
(ii) the existence or non-existence of any fact or facts that constitute a condition
precedent to acts by a Manager, the Member or any officer of the Company or are in any other
manner germane to the affairs of the Company;
(RI6417112 57982072080} 5
