5. Duration; Effective Date.
The term of the Company began on the Effective Date and shall continue in existence perpetually unless the Company is dissolved and its affairs
wound up in accordance with the Act or this Agreement. Subject to the terms and conditions of this Agreement and the Act, the Members may terminate this Agreement and dissolve the Company at any time. This Agreement shall be effective commencing on
the Effective Date.
6. Fiscal Year.
The fiscal year of the Company shall begin on January 1 of each year and end on December 31 of that year.
Unless other Members are admitted pursuant to the terms hereof, the Managing Member shall be the sole member of the Company. The Members hereby
resolve to operate the Company in accordance with the terms of this Agreement.
The Managing Member shall have the power to do any and all
acts necessary or convenient to or for the furtherance of the purposes described herein, including, without limitation, all powers, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware.
(a) Except for decisions or actions requiring the unanimous approval of the Members as provided by
non-waivable provisions of the Act or applicable law, (A) 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 Managing Member and (B) the Managing Member may make all decisions and take all actions for the Company as in its sole discretion it deems necessary or appropriate to carry out the purposes for which the Company is being formed
under this Agreement and to further the interests of the Members.
(b) (i) The Managing Member shall have the authority and duties in the
management of the Company as are normally associated with the chief executive officer of an entity. The Managing Member shall have the power to act, in the name and on behalf of the Company, to do all things reasonably necessary for the performance
of the Companys day-to-day operations. The Managing Member confirms that Wanda Lamb-Lindow is an authorized person within the meaning of Section 18-201 of the Act.
(ii) The Managing Member may, from time to time, designate one or more
persons to be officers of the Company (Officers). The names of the persons initially designated as the Officers of the Company are set forth in Schedule A hereto, such persons to serve in such offices until resignation or
removal by the Managing Member. Any Officer so designated shall have such authority and perform such duties as the Managing Member delegates; provided that the Managing Member shall not delegate its responsibility for the overall management
and supervision of the Company. The Managing Member may assign titles to particular Officers, and the assignment of such title shall constitute the delegation to such