3. Members, managers and assignees are bound by the operating agreement whether or not they execute the operating agreement.
4. The LLC is not required to sign the operating agreement.
5. Profits, losses and distributions are allocated based on the capital accounts of the members.
6. Upon withdrawal as a member, that member is entitled to distributions from the LLC for a reasonable period of time following such withdrawal.
7. Failure to make distributions to a member when due entitles the member to be a creditor of the LLC with all rights and remedies available to such member as for any other creditor of the LLC.
8. Traditional fiduciary duties of loyalty and care govern the internal affairs of the LLC. The implied covenant of good faith and fair dealing cannot be waived by the operating agreement.
9. Supermajority amendment provisions only apply to items expressly set forth in the operating agreement (and not the default provisions of the Delaware Limited Liability Company Act).
10. Freedom of contract is the fundamental principle underlying the Delaware Limited Liability Company Act and, except as noted above, all of the items above can be amended or waived to the extent set forth in the operating agreement.