7.               Management. The Management of the Company is fully reserved to the Member, and the Company shall not have “managers,” as that term is used in the Act. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member, who shall make all decisions and take all actions for the Company.

8.               Officers; Day-to-Day Management.

(a)             The Member may appoint agents of the Company, which agents shall be referred to as “Officers” of the Company, having the titles, power, authority and duties described in this Paragraph 8 or as otherwise granted by the Member. Subject to the foregoing, the Officers shall have the full authority to and shall manage, control and oversee the day-to-day business and affairs of the Company and shall perform all other acts as are customary or incident to the management of such business and affairs, which will include the general and administrative affairs of the Company and the operation and maintenance of the Company Assets in accordance with the provisions of this Agreement.

(b)            The Officers may include a CEO, President, one or more Vice Presidents, a Secretary, a Treasurer, and one or more Assistant Secretaries and Assistant Treasurers, and any other officer position or title as the Member may desire. Any person may hold two or more offices.

(c)             The Officers may be appointed by the Member at such times and for such terms as the Member shall determine. Any Officer may be removed, with or without cause, only by the Member. Vacancies in any office may be filled only by the Member.

(d)            In accordance with and subject to the limitations imposed by this Agreement or any direction of the Member, the President, as such, shall (i) supervise generally the other Officers, (ii) be responsible for the management and day-to-day business and affairs of the Company, its other Officers, employees and agents and shall supervise generally the affairs of the Company and (iii) have full authority to execute all documents and take all actions that the Company may legally take.

(e)             In the absence of the President, each Vice President appointed by the Member shall have all of the powers and duties conferred upon the President, including the same power as the President to execute documents on behalf of the Company. Each such Vice President shall perform such other duties and may exercise such other powers as may from time to time be assigned to him by the Member or the President. Vice Presidents may be designated Executive Vice Presidents, Senior Vice Presidents, or any other title determined by the Member.

(f)             The Secretary shall record or cause to be recorded in books provided for that purpose the minutes of meetings or actions of the Member, shall see that all notices are given in accordance with the provisions of this Agreement and as required by law, shall be custodian of all records (other than financial), shall see that the books, reports, statements, certificates and all other documents and records required by Applicable Law are properly kept and filed, and, in general, shall perform all

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duties incident to the office of Secretary and such other duties as may, from time to time, be assigned to him by this Agreement, the Member or the President. The Assistant Secretaries shall exercise the powers of the Secretary during that Officer’s absence or inability or refusal to act.

(g)            The Treasurer shall keep or cause to be kept the books of account of the Company and shall render statements of the financial affairs of the Company in such form and as often as required by this Agreement, the Member or the President. The Treasurer, subject to the order of the Member, shall have the custody of all funds and securities of the Company. The Treasurer shall perform all other duties commonly incident to his office and shall perform such other duties and have such other powers as this Agreement, the Member or the President shall designate from time to time. The Assistant Treasurers shall exercise the power of the Treasurer during that Officer’s absence or inability or refusal to act. Each of the Assistant Treasurers shall possess the same power as the Treasurer to sign all certificates, contracts, obligations and other instruments of the Company. If no Treasurer or Assistant Treasurer is appointed and serving in the absence of the appointed Treasurer and Assistant Treasurer, such other Officer as the Member shall select shall have the powers and duties conferred upon the Treasurer.

(h)            The Company may grant powers of attorney or other authority as appropriate to establish and evidence the authority of the Officers and other persons.

(i)             Unless otherwise provided by resolution of the Member, no Officer shall have the power or authority to delegate to any person such Officer’s powers as an Officer to manage the business and affairs of the Company.

9.             Dissolution. The Company shall dissolve and its affairs shall be wound up at such time, if any, as the Member may elect. No other event (including, without limitation, an event described in Section 18-801(a)(4) of the Act) will cause the Company to dissolve.

10.           Capital Contribution. The Member has contributed to the Company the assets described on Exhibit A attached hereto.

11.           Additional Contributions. The Member is not required to but may make additional capital contributions to the Company.

12.           Allocation of Profits and Losses. The Company’s profits and losses shall be allocated one hundred percent (100%) to the Member.

13.           Distributions. Distributions shall be made one hundred percent (100%) to the Member at the times and in the aggregate amounts determined by the Member.

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14.            Governing Law. This Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware. In the event of a direct conflict between the provisions of this Agreement and any mandatory, non-waivable provision of the Act, such provision of the Act shall control. If any provision of the Act provides that it may be varied or superseded in a limited liability company agreement (or otherwise by agreement of the members or managers of a limited liability company), such provision shall be deemed superseded and waived in its entirety if this Agreement contains a provision addressing the same issue or subject matter.

15.            Indemnification.

(a)             To the fullest extent permitted by Law but subject to the limitations expressly provided in this Agreement, each Person who serves in any capacity described below shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities (joint or several), expenses (including reasonable legal fees and expenses), judgments, fines, penalties, interest, settlements and other amounts arising from any and all Claims, whether civil, criminal, administrative or investigative, in which any such Person may be involved, or is threatened to be involved, as a party or otherwise, by reason of such Person’s status as (i) a present or former member of the Company, (ii) a present or former officer of the Company, (iii) a present or former employee, agent or trustee of the Company (such Persons to be indemnified and held harmless, and to be Indemnitees for purposes of this Agreement, only upon approval by the Member), or (iv) a Person serving at the request of the Company in another entity in a similar capacity as that referred to in the immediately preceding clauses (i) or (ii), provided, that in each case the Person described in the immediately preceding clauses (i), (ii), (iii) or (iv) (the “Indemnitee”) acted in good faith and in a manner which such Indemnitee believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal proceeding, had no reasonable cause to believe such Indemnitee’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that the Indemnitee acted in a manner contrary to that specified above. Any indemnification pursuant to this Paragraph 15 shall be made only out of the Company Assets.

(b)             To the fullest extent permitted by Law, expenses (including reasonable legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Paragraph 15 (a)  in defending any Claim shall, from time to time, be advanced by the Company prior to the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in this Paragraph 15 .

(c)             The indemnification provided by this Paragraph 15 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as a matter of Law or otherwise,

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both as to actions in the Indemnitee’s capacity as (i) a present or former member, (ii) a present or former officer, employee, agent or trustee of the Company, or (iii) a Person serving at the request of the Company in another entity in a similar capacity, and as to actions in any other capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(d)            The Company may purchase and maintain insurance, on behalf of its officers and directors and such other Persons as the Member shall determine, against any liability that may be asserted against or expense that may be incurred by such Person in connection with the Company’s activities, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(e)             For purposes of this Paragraph 15, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by the Indemnitee of such Indemnitee’s duties to the Company also imposes duties on, or otherwise involves services by, the Indemnitee to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to Applicable Law shall constitute “fines” within the meaning of Paragraph 15(a) ; and action taken or omitted by the Indemnitee with respect to an employee benefit plan in the performance of such Indemnitee’s duties for a purpose reasonably believed by such Indemnitee to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is in, or not opposed to, the best interests of the Company.

(f)             In no event may an Indemnitee subject the Members to personal liability by reason of the indemnificati