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c. The Manager may appoint the Officers of
the Company, who need not be Members, to such terms and
to perform such functions as the Manager shall
determine in its sole discretion as set forth in
Section 10. The Manager may appoint, employ or
otherwise contract with such 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.
The Manager may delegate to any such Officer, person or
entity such authority to act on behalf of the Company
as the Manager may from time to time deem appropriate
in its sole discretion.
* * * * * * *
e. Without limiting the generality of the
foregoing, to the fullest extent permitted by law,
including Section 18-1101(c) of the Act, and without
creating any duties or obligations of the Manager by
implication or otherwise, it is expressly acknowledged
and agreed that to the extent the Manager owes any
fiduciary duties or similar obligations to the Initial
Member under any principles of law or equity or
otherwise, such duties and obligations shall be owed
solely to the holders of the Initial Member’s common
equity and not to the holders of any other class of the
Initial Member’s equity.
* * * * * * *
10. Officers.
a. Officers. The Officers of the Company
shall be chosen by the Manager and shall consist of at
least a President, a Secretary and a Treasurer. * * *
The Manager may appoint such other Officers and agents
as it shall deem necessary or advisable who shall hold
their offices for such terms and shall exercise such
powers and perform such duties as shall be determined
from time to time by the Manager. The salaries of all
Officers and agents of the Company shall be fixed by or
in the manner prescribed by the Manager. * * * Any
Officer elected or appointed by the Manager may be
removed at any time, with or without cause, by the
Manager. Any vacancy occurring in any office of the
Company shall be filled by the Manager.
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