ROLE OF MEMBERS

         6.1 Rights or Powers.

        Other than the rights and powers expressly granted to the Managing Member pursuant to Section 5 and the rights expressly granted to the Members pursuant to Section 5.10, the Members, in their capacities as members of the Company, hereby agree not to exercise any right or power to take part in the management or control of the Company or its business and affairs and shall not have any right or power to act for or bind the Company in any way. Without limiting the generality of the foregoing, the Members, in such capacities, have all of the rights and powers specifically set forth in this Agreement and, to the extent not inconsistent with this Agreement, in the Act.

         6.2 Voting Rights.

        No Member has any voting right except with respect to those matters specifically reserved for a Member vote that are set forth in this Agreement and as required in the Act.

         6.3 Meetings and Consents of the Members.

        (a)  Meetings of the Members may be called by the Managing Member and shall be called upon the written request of the Required Class A Limited Members or the Required Class B Limited Members. The call shall state the nature of the business to be transacted. Notice of any such meeting shall be given to all Members not less than five (5) Business Days nor more than thirty (30) days prior to the date of such meeting; provided that the Members may agree in writing to a shorter notice period than five (5) Business Days. Members may vote in person, by proxy or by telephone at such meeting and may waive advance notice of such meeting. Whenever the vote or consent of Members is permitted or required under this Agreement, such vote or consent may be given at a meeting of the Members or may be given in accordance with the procedure prescribed in Section 6.4. Except as otherwise expressly provided in this Agreement, the unanimous vote or consent of the Members (or any Class or Series of Limited Membership Interests) shall be required to constitute the act of the Members (or any Class or Series of Limited Membership Interests) or the consent of the Members (or any Class or Series of Limited Membership Interests).

        (b)  For the purpose of determining the Members entitled to vote on, or to vote at, any meeting of the Members or any adjournment thereof, the Managing Member or the Member requesting such meeting may fix, in advance, a date as the record date for any such determination. Such date shall not be more than thirty (30) days nor less than five (5) Business Days before any such meeting.

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        (c)  Each Member may vote in any manner permitted under the Act. Each Member may authorize any Person or Persons to act for it by proxy on all matters in which a Member is entitled to participate, including waiving notice of any meeting, or voting, or participating at a meeting. Every proxy must be signed by the Member or its attorney-in-fact or delivered by means of electronic communication. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Member executing it.

        (d)  Each meeting of Members shall be conducted by the Managing Member or such other individual Person as the Managing Member deems appropriate pursuant to such rules for the conduct of the meeting as the Managing Member or such other Person deems appropriate.

         6.4 Procedure for Consent.

        In any circumstances requiring the agreement, approval, or consent of the Members specified in this Agreement, such agreement, approval, or consent may, except where a standard for such agreement, approval, or consent is provided for expressly in this Agreement and notwithstanding any provisions of law or in equity to the contrary, be given or withheld in the sole and absolute discretion of the Members in any manner permitted under the Act, and each Member shall be entitled to consider only such factors and interests as it desires, including its own interests, and shall have, to the fullest extent permitted by applicable law, no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Person. If the Managing Member receives the necessary agreement, approval, or consent of the Members to such action, the Managing Member shall be authorized and empowered to implement such action without further authorization by the Members. Such agreement, approval, or consent must be obtained in writing or by facsimile or electronic communication.

         6.5 Withdrawal/Resignation.

        Except as otherwise provided in Sections 4, 7, 11, and 13, no Member shall demand or receive a return on or of its Capital Contributions or withdraw or resign as a Member from the Company without the affirmative written consent of all Members. If any Member resigns or withdraws from the Company in breach of this Section 6.5, such resigning or withdrawing Member shall not be entitled to receive any distribution under this Agreement. Under circumstances requiring a return of any Capital Contribution, no Member has the right to receive Property other than Cash except as may be specifically provided herein.

         6.6 Member Compensation.

        No Member shall receive any interest, salary, or draw for services rendered on behalf of the Company, or otherwise, in its capacity as a Member, except as otherwise provided in Section 5.4(b).

         6.7 Indemnification of Limited Members.

        (a)  Subject to Section 6.7(b), the Company, its receiver or its trustee (in the case of its receiver or trustee, to the extent of Property) shall indemnify, save harmless, and pay all Expenses of any Limited Member, and any members, managers, partners, stockholders, officers,

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directors, employees, or agents of such Limited Member (each, a “Limited Member Indemnitee”) relating to any liability or damage incurred by reason of any act performed or omitted to be performed by such Limited Member or Limited Member Indemnitee in connection with the business of the Company, including attorneys’ fees incurred by such Limited Member or Limited Member Indemnitee in connection with the defense of any action based on any such act or omission, which attorneys’ fees may be paid as incurred, including all such liabilities under federal and state securities laws (including the Securities Act) as permitted by law.

        (b)  Section 6.7(a) shall be enforced only to the maximum extent permitted by law and the Limited Members shall not be indemnified from any liability for fraud, bad faith, willful misconduct, gross negligence, or a failure to perform in accordance with this Agreement.

         6.8 Members’ Liability.

        (a)  Except as otherwise provided herein and by applicable law, no Member shall be liable under a judgment, decree, or order of a court, or in any other manner for any other obligations or liabilities of the Company solely by reason of being a Member. A Member shall be liable only to make its Capital Contribution pursuant to Section 2.1 and shall not be required to restore a deficit balance in its Capital Account (other than pursuant to Section 13.3) or to lend any funds to the Company or, after its Capital Contribution has been made pursuant to Section 2.1, to make any additional contributions, assessments, or payments to the Company; provided that a Member may be required to repay distributions made to it as provided in the Act, subject to Section 4.4.

        (b)  Notwithstanding anything to the contrary in this Agreement, in no event will any indemnification obligation of the Company or a receiver or trustee to indemnify, save harmless, or pay all Expenses set forth in Section 6.7 subject any Member to personal liability.

         6.9 Partition.

        While the Company remains in effect or is continued and prior to the occurrence of a Liquidating Event, each Member agrees not to have any Property partitioned or file a complaint or institute any suit, action, or proceeding at law or in equity to have any Property partitioned, and each Member, on behalf of itself, its successors, and its assigns hereby waives any such right.

         6.10 Transactions Between a Member and the Company.

        (a)  Except as otherwise provided by applicable law, any Member may, but shall not be obligated to, enter into the transactions described in Sections 1.9(c) and 1.9(d) and transact other business contemplated by the Transaction Documents with the Company and have the same rights and obligations when transacting such business with the Company as a Person or entity who is not a Member. A Member, any Affiliate thereof or an employee, stockholder, agent, director, manager, or officer of a Member or any Affiliate thereof, may also be an employee or a manager of the Company.

        (b)  No Member shall, or shall permit its Affiliates to, guarantee any liabilities of the Company or become obligated on, or hold itself out as being obligated or available to satisfy, any liabilities of the Company.

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