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2.4 Resignation/Removal. Any Manager of the Company may resign at any time by giving <br /> written notice to the Members of the Company. The resignation of any Manager shall take effect upon <br /> receipt of notice thereof or at such later time as shall be specified in such notice; and, unless otherwise <br /> specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any <br /> Manager of the Company may be removed at any time upon the affirmative vote of a Majority in Interest <br /> of the Members. The resignation of a Manager, who is also a Member, shall not be deemed a withdrawal <br /> of such Person as a Member of the Company. <br /> 2.5 Reliance by Other Persons. Any Person dealing with the Company, other than an <br /> Interest Owner, may rely on the authority of a particular Manager or Managers in taking any action in the <br /> name of the Company, if such Manager or Managers provide to such Person a copy of the applicable <br /> provision of this Agreement and/or the resolution or written consent of the Managers or Members <br /> granting such authority, certified in writing by such Managers or Members to be genuine and correct and <br /> not to have been revoked, superseded or otherwise amended. <br /> 2.6 Compensation;Expenses and Fees. <br /> (a) No Company Official (or any Affiliate thereof) shall receive compensation for services <br /> rendered on behalf of the Company or in his capacity as a Company Official, except as may be set forth in <br /> writing and approved by the Managers and a Majority in Interest of the Members. <br /> (b) The Company shall reimburse any Company Official for reasonable out-of-pocket <br /> expenses that were or are incurred by the Company Officials on behalf of the Company with respect to <br /> the on-going conduct of the Company's business, or the dissolution and winding up of the Company and <br /> its business, subject, in all respect, with compliance by such Company Official with any expense <br /> reimbursement policies adopted by the Managers, in the ordinary course of business, on behalf of the <br /> Company. <br /> ARTICLE III—INTEREST OWNERS <br /> 3.1 Names and Percentage Interest of Interest Owners. The names, and initial Percentage <br /> Interests, of the Interest Owners are as reflected in Schedule 3.1 attached hereto and made a part hereof, <br /> which Schedule shall be amended by the Company as of the effectiveness of any transfer or subsequent <br /> issuance of Ownership Interests or adjustment of any Percentage Interest,as herein provided. <br /> 3.2 Actions Requiring Approval of the Members. Notwithstanding any powers granted to <br /> the Managers set forth in Article II above, without the consent of a Majority in Interest of the Members, <br /> the Company shall not: <br /> (a) authorize or effect the sale, lease, license, or other disposition of all or substantially all of <br /> the Company's assets, if any; <br /> (b) authorize or effect any merger or consolidation between the Company and another Person <br /> which results in the Members in the Company prior to the transaction owning less than a fifty percent <br /> (50%)Percentage Interest in the Company after the transaction; <br /> (c) authorize or effect the voluntary or involuntary liquidation, dissolution or winding up of <br /> the Company or its business; <br /> (d) issue any additional Ownership Interests in the Company; <br /> (e) authorize or effect any application of the Company's assets to the redemption or <br /> acquisition of any Ownership Interests; <br /> 3 <br />