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5.1.1.24. sell, exchange, lease, license, mortgage, pledge or transfer all or <br />substantially all or less than substantially all of the assets of the, Company or of any Subsidiary either in or <br />other than in the ordinary course of its business; <br />5.1.1.25. dissolve and wind up the Company; <br />5.1.1.26. pay all fees, compensation and reimbursements to the Manager <br />and his Affiliates as provided for herein; <br />5.1.1.27. amend this Agreement or the; Articles of Organization; <br />change the name of the Company at any time; and <br />5.1-1-29. take any and all actions (whether described above or not) and <br />engage in any kind of activity and perform and carry out all functions of any kind necessary to or in <br />connection with the business of the Company or of any Subsidiary and exercise all lights and remedies of <br />-the Company or of any Subsidiary in connection with any of the foregoing, <br />5.1.2. Appointment of the Manager. The initial Manager is Jerome P. Shaw, Jr. Any <br />Manager other• than the initial Manager is to be appointed by the Investor Member. The Manager may, <br />but need not be, a Member. <br />5-1.3. Term of the Manager. Jerome P. Shaw, Jr. will serve as the initial and sole <br />Manager until such time as an Event'of Withdrawal occurs with respect to him. Any Manager, other than <br />the initial Manager, is to be appointed for a term of two years and occupies such position for the term for <br />wl-dch he is elected and until his successor has been elected and qualified or until he resigns as Manager <br />or dies or becomes incapacitated or, if he is a Member, until the occurrence of all Event of Withdrawal <br />with respect to him or until his removal hereunder, whichever first occurs. A Manager may be <br />reappointed for an unlimited number of terns. ' <br />5.1.4. Resignation of the Manager. A Manager may resign as Manager at any time <br />for any reason. Any such resignation must be in writing and must be delivered to the Investor Member. <br />A resignation is effective upon such delivery. <br />5.1.5. Removal of the Manager. A Manager may be rem <br />oved moved as Manager at any time, <br />with or without cause, by the Investor Member. <br />5.1.6. Vacancies. In the case of a vacancy in the position of Manager for one of the <br />reasons set forth above, the Investor Member is -to fill such vacancy. <br />5.1.7. Meetings With Investor Member Representative. The Investor Member shall <br />appoint an Investor Member Representative. The. initial Investor Member Representative is Thomas <br />Kalisbman. The Manager shall schedule quarterly meetings with the Investor Member Representative at <br />which the, Manager shall report on the financial performance of the Company and such other Company <br />matters as the Investor Member Representative may request. The Compiny shall reimburse the Investor <br />Member Representative for travel, lodging and other expenses incurred by him on behalf of the Company <br />of in connection with the business of the Company. <br />5.1.8. Optional Board of Managers. The Investor Member may at any time, in the <br />sole and absolute discretion of the Investor Member, elect to vest the management of the Company in a <br />Board of Manageks. If the Investor Member makes such an election, the Investor M6rnbcr shall have the <br />right and authority to determine, the size of the Board of Managers, appoint persons to serve as members <br />of the Board of Managers, establish quorum and voting requirements, and set any and all rules pertaining <br />to meetings of the Board of Managers. All members of the Board of Managers shall serve at the pleasure <br />of the Investor Member and may be removed by the Investor Member at any time with or without cause. <br />If the Investor Member elects to vest management of the Company in a Board of Managers, all references, <br />12 <br />