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claim, action, suit or proceeding; provided, however, that none of the members,
any of their affiliates or any Specified Agent shall be indemnified for actions
constituting bad faith, willful misconduct, or fraud. Any act or omission by any
member, any of such member's affiliates or any Specified Agent, if done in
reliance upon the opinion of independent legal counsel or public accountants
selected with reasonable care by such member, such affiliate or such Specified
Agent, as applicable, shall not constitute bad faith, willful misconduct, or
fraud on the part of such member, affiliate or Specified Agent.

         (c) The termination of any claim, action, suit or proceeding by
judgment, order or settlement shall not, of itself, create a presumption that
any act or failure to act by a member, such member's affiliate or any Specified
Agent constituted bad faith, willful misconduct or fraud under this Agreement.

         (d) Any such indemnification under this Section 13 shall be recoverable
only out of the assets of the Company and not from the members.

         SECTION 15. Miscellaneous.

         (a) A member's limited liability company interest may be evidenced by a
certificate of limited liability company interest executed by the Manager or an
officer and in substantially the form attached hereto as Exhibit C (or in such
other form as the Manager may approve).

         (b) The terms and provisions set forth in this Agreement may be
amended, and compliance with any term or provision set forth herein may be
waived, only by a written instrument executed by each member. No failure or
delay on the part of any member in exercising any right, power or privilege
granted hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right, power or privilege preclude any other or
further exercise thereof or the exercise of any other right, power or privilege
granted hereunder.

         (c) This Agreement shall be binding upon and inure to the benefit of
the members and their respective successors and assigns.

         (d) This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware, without regard to any conflicts of law
principles that would require the application of the laws of any other

         (e) In the event that any provision contained in this Agreement shall
be held to be invalid, illegal or unenforceable for any reason, the invalidity,
illegality or unenforceability thereof shall not affect any other provision

         (f) This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.