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liable personally for any such debt, obligation or liability of the Company solely by reason of being a Member, Manager, or Officer of the Company. 6. Initial Capital Contributions. Upon execution of this Agreement, the Member shall contribute such cash and property to the Company as the Member deems advisable or desirable in the Member's sole discretion. 7. Additional Contributions. The Member shall not be required to make any additional contributions of cash, property, or other capital to the Company. However, the Member may make additional contributions to the Company in its sole discretion. S. Distributions. Distributions may be made to the Member at the times and in the aggregate amounts determined by the Manager. Notwithstanding the preceding sentence or any other provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its interest in the Company if such distribution would violate the Act or other applicable law. 9. Management of the Company by Manager. (a) The Company shall have one (1) Managerwho shall be appointed by the Member and who may but need not be a Member. Subject to any provisions of the Act setting forth actions required to be approved by the Member, if any, all of the business, property and affairs of the Company shall be managed and all powers of the Company shall be exercised by or under the direction of the Manager, including without limitation, the power to exercise and to authorize and direct the Company's Officers (if any) to exercise, on behalf and in the name of the Company, all of the powers described in the Act, including without limitation the power to: (i) acquire, sell, lease, develop, exchange, and otherwise deal with, transfer, or dispose of property or assets of the Company or any interest therein; (ii) borrow money, issue evidence of indebtedness, and secure such indebtedness by mortgage, deed of trust, or other security interest or lien on Company assets; (iii) sue on, defend, or compromise claims on behalf of the Company; (iv) retain legal counsel, accountants, auditors, and other professionals in connection with Company business; (v) create bank accounts and make deposits, withdrawals, and transfers; and (vi) execute tax returns, agreements, contracts, and other documents and instruments on behalf of the Company. The Manager shall not be entitled to compensation for serving as such unless specifically set forth in writing approved by the Member; provided, however, that the Company shall reimburse the Manager for all reasonable out-of-pocket expenses incurred in connection with the Company business. (b) The Member acting solely as a Member and not in any other capacity as a Manager or Officer shall have no power to participate in or direct the management, business, or affairs of the Company except as expressly required by the Act. Unless expressly authorized in writing to do so by the Manager, no Member acting solely as a Member shall have any power C:U~OCUMENCS AND SETTINGSWAVID [aNGONU.OCAL SETTINGS\TEMPORARY iNi'ERNET FILES~CONTENT.IF_51FOSM572E~SINGLEMEMBEROPERATINGAGT4-2?- OS[2].DOC Apri127, 2005