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EAST\99731462.4 4 and no Member shall have any personal liability for any debts, obligations or liabilities of the Company. Interest Holders shall not be paid interest on their Capital Contributions and except as provided in Section IV and Section VII, no Interest Holder shall have the right to receive the return of any Capital Contribution. Section IV Profit, Loss and Distributions Cash Flow for each taxable year of the Company shall be distributed to the Interest Holders at such time and in such amounts as shall be determined by the Manager. All Profit or Loss shall be allocated to the Interest Holders in proportion to their respective Percentage. If the Company is dissolved, the assets of the Company shall be distributed as provided in Section VII. Section V Management: Rights, Powers, and Duties The Company shall be managed by a Manager, who may, but need not, be a Member. Lanier is hereby designated to serve as the initial Manager. The Manager shall have full, exclusive and complete discretion, power and authority, to the fullest extent permitted by the Act or other applicable law, to manage, control, administer and operate the business and affairs of the Company and make all decisions affecting such business and affairs. The Manager may direct, delegate or authorize one or more Officers to take any and all actions and execute such documents or instruments on behalf of or in the name of the Company. The Officers as of the date hereof are set forth on the attached Exhibit B. Any Officer authorized and appointed to act by the Manager shall have full power and authority to act for and bind the Company for the purposes so authorized or appointed and third parties may rely upon such authorization or appointment. No Member has the authority to act as an agent or Officer for the Company unless expressly authorized to so act. None of the Members shall be liable, responsible, or accountable to the Company for any act performed by any of them in any authorized capacity with respect to Company matters, except for their own fraud or willful misconduct against the Company. None of the Manager, any Officer or any of their respective Affiliates, employees, agents and representatives shall be liable, responsible, or accountable to the Company for any act performed by any of them in any authorized capacity with respect to Company affairs, except for their own fraud or willful misconduct. The Company shall indemnify each of the Members, the Manager, the Officers and their respective Affiliates, employees, agents and representatives for any act performed by any of them with respect to Company matters; provided, however, no Member, Manager or Officer shall be indemnified as a consequence of such Person’s own fraud or willful misconduct against the Company. To the maximum extent permitted by applicable law, the Company and each Member and Interest Holder hereby waive any claim or cause of action against the Manager, each Officer and their respective Affiliates, employees, agents and representatives for any breach of any fiduciary duty to the Company or the Members or Interest Holders; provided, that with respect to acts or omissions by the Manager, such waiver shall not apply to the extent such act or omission was the result of the Manager’s fraud or willful misconduct. Nothing in this Agreement shall restrict in any way the rights of the Manager, any Member or their respective Affiliates to conduct any other business or activity whatsoever, and neither the Manager, any Member nor any of their respective Affiliates shall be accountable to the Company or to any other Member with respect to that business or activity. Each Member,