LIMITED LIABILITY COMPANY AGREEMENT

[between/among]
[COMPANY NAME]
and
[THE MEMBERS NAMED HEREIN]
dated as of
[Date]
 TABLE OF CONTENTS

ARTICLE I DEFINITIONS..................................................................................................5
Section 1.01 Definitions.................................................................................................5
Section 1.02 Interpretation...........................................................................................13
ARTICLE II ORGANIZATION..........................................................................................14
Section 2.01 Formation................................................................................................14
Section 2.02 Name.......................................................................................................14
Section 2.03 Principal Office........................................................................................14
Section 2.04 Registered Office; Registered Agent......................................................14
Section 2.05 Purpose; Powers.....................................................................................15
Section 2.06 Term........................................................................................................15
ARTICLE III CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS................................15
Section 3.01 Initial Capital Contributions.....................................................................15
Section 3.02 Additional Capital Contributions..............................................................15
Section 3.03 Maintenance of Capital Accounts...........................................................18
Section 3.04 Succession Upon Transfer.....................................................................19
Section 3.05 Negative Capital Accounts......................................................................19
Section 3.06 No Withdrawals From Capital Accounts.................................................19
Section 3.07 Loans From Members.............................................................................20
Section 3.08 Modifications...........................................................................................20
ARTICLE IV MEMBERS..................................................................................................20
Section 4.01 Admission of New Members...................................................................20
Section 4.02 No Personal Liability...............................................................................21
Section 4.03 No Withdrawal.........................................................................................21
Section 4.04 No Interest in Company Property...........................................................21
Section 4.05 Certification of Membership Interests.....................................................21
ARTICLE V ALLOCATIONS............................................................................................22
Section 5.01 Allocation of Net Income and Net Loss..................................................22
Section 5.02 Regulatory and Special Allocations........................................................22
Section 5.03 Tax Allocations........................................................................................23
Section 5.04 Allocations in Respect of Transferred Membership Interests.................24
ARTICLE VI DISTRIBUTIONS........................................................................................24

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 Section 6.01 Distributions of Cash Flow and Capital Proceeds..................................24
Section 6.02 Tax Withholding; Withholding Advances................................................25
Section 6.03 Distributions in Kind................................................................................26
ARTICLE VII MANAGEMENT.........................................................................................27
Section 7.01 Management of the Company................................................................27
Section 7.02 Actions Requiring Approval of Members................................................27
Section 7.03 Officers....................................................................................................29
Section 7.04 [Action Without Meeting..........................................................................29
Section 7.05 Informational Rights................................................................................29
Section 7.06 Budget.....................................................................................................29
Section 7.07 Deadlock.................................................................................................30
Section 7.08 Other Activities; Business Opportunities................................................31
Section 7.09 Compensation and Reimbursement of Managing Member....................32
Section 7.10 [Removal of Managing Member..............................................................32
Section 7.11 Resignation of Managing Member..........................................................32
ARTICLE VIII EXCULPATION AND INDEMNIFICATION...............................................32
Section 8.01 Exculpation of Covered Persons............................................................33
Section 8.02 Liabilities and Duties of Covered Persons..............................................33
Section 8.03 Indemnification........................................................................................34
Section 8.04 Survival...................................................................................................37
ARTICLE IX TRANSFER.................................................................................................37
Section 9.01 Restrictions on Transfer..........................................................................37
Section 9.02 Permitted Transfers................................................................................38
ARTICLE X ACCOUNTING; TAX MATTERS.................................................................38
Section 10.01 Financial Statements............................................................................39
Section 10.02 Inspection Rights..................................................................................39
Section 10.03 Income Tax Status................................................................................40
Section 10.04 Tax Matters Representative..................................................................40
Section 10.05 Tax Returns..........................................................................................42
Section 10.06 Company Funds....................................................................................42
ARTICLE XI DISSOLUTION AND LIQUIDATION...........................................................42
Section 11.01 Events of Dissolution............................................................................42
Section 11.02 Effectiveness of Dissolution..................................................................43

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 Section 11.03 Liquidation.............................................................................................43
Section 11.04 Cancellation of Certificate.....................................................................44
Section 11.05 Survival of Rights, Duties and Obligations...........................................45
Section 11.06 Recourse for Claims.............................................................................45
ARTICLE XII MISCELLANEOUS....................................................................................45
Section 12.01 Expenses..............................................................................................45
Section 12.02 Further Assurances..............................................................................45
Section 12.03 Confidentiality.......................................................................................45
Section 12.04 Notices..................................................................................................47
Section 12.05 Headings...............................................................................................48
Section 12.06 Severability...........................................................................................48
Section 12.07 Entire Agreement..................................................................................48
Section 12.08 Successors and Assigns.......................................................................49
Section 12.09 No Third-Party Beneficiaries.................................................................49
Section 12.10 Amendment...........................................................................................49
Section 12.11 Waiver...................................................................................................49
Section 12.12 Governing Law......................................................................................50
Section 12.13 Submission to Jurisdiction....................................................................50
Section 12.14 Waiver of Jury Trial...............................................................................50
Section 12.15 Equitable Remedies..............................................................................50
Section 12.16 [Attorneys' Fees....................................................................................51
Section 12.17 Remedies Cumulative...........................................................................51
Section 12.18 Counterparts.........................................................................................51

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 LIMITED LIABILITY COMPANY AGREEMENT
This Limited Liability Company Agreement of [COMPANY NAME], a Delaware limited
liability company (the "Company"), is entered into as of [DATE] by and among the Company,
[MEMBER NAME] a [STATE OF ORGANIZATION] [corporation/[OTHER ENTITY TYPE]]
(the "Majority Member"), and [MEMBER NAME] a [STATE OF ORGANIZATION]
[corporation/[OTHER ENTITY TYPE]] (the "Minority Member").
RECITALS

WHEREAS, the Company was formed under the laws of the State of Delaware by the
filing of a Certificate of Formation with the Secretary of State of Delaware (the "Secretary of
State") on [DATE] (the "Certificate of Formation") for the purposes set forth in 13Section
II.05 of this Agreement; and
WHEREAS, the Members wish to enter into this Agreement setting forth the terms and
conditions governing the operation and management of the Company.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS

Section I.01 Definitions. Capitalized terms used herein and not otherwise defined shall
have the meanings set forth in this 5Section I.01:

"Additional Capital Contributions" has the meaning set forth in 14(a).

"Adjusted Capital Account Deficit" means, with respect to any Member, the deficit
balance, if any, in such Member's Capital Account as of the end of the relevant Fiscal Year, after
giving effect to the following adjustments:

(a) crediting to such Capital Account any amount that such Member is
obligated to restore or is deemed to be obligated to restore pursuant to Treasury
Regulations Sections 1.704-1(b)(2)(ii)(c), 1.704-2(g)(1) and 1.704-2(i); and

(b) debiting to such Capital Account the items described in Treasury

Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

"Affiliate" means, with respect to any Person, any other Person who, directly or
indirectly (including through one or more intermediaries), controls, is controlled by, or is under
common control with, such Person. For purposes of this definition, "control," when used with
respect to any specified Person, shall mean the power, direct or indirect, to direct or cause the
direction of the management and policies of such Person, whether through ownership of voting
securities or partnership or other ownership interests, by contract or otherwise; and the terms
"controlling" and "controlled" shall have correlative meanings.

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 "Agreement" means this Limited Liability Company Agreement, as executed and as it
may be amended, modified, supplemented or restated from time to time, as provided herein.

"Applicable Law" means all applicable provisions of (a) constitutions, treaties, statutes,
laws (including the common law), rules, regulations, decrees, ordinances, codes, proclamations,
declarations or orders of any Governmental Authority; (b) any consents or approvals of any
Governmental Authority; and (c) any orders, decisions, advisory or interpretative opinions,
injunctions, judgments, awards, decrees of, or agreements with, any Governmental Authority.

"Bankruptcy" means, with respect to a Member, the occurrence of any of the following:
(a) the filing of an application by such Member for, or a consent to, the appointment of a trustee
of such Member's assets; (b) the filing by such Member of a voluntary petition in bankruptcy or
the filing of a pleading in any court of record admitting in writing such Member's inability to pay
its debts as they come due; (c) the making by such Member of a general assignment for the
benefit of such Member's creditors; (d) the filing by such Member of an answer admitting the
material allegations of, or such Member's consenting to, or defaulting in answering a bankruptcy
petition filed against such Member in any bankruptcy proceeding; or (e) the expiration of [sixty
(60)/[NUMBER]] days following the entry of an order, judgment or decree by any court of
competent jurisdiction adjudicating such Member a bankrupt or appointing a trustee of such
Member's assets.

"BBA" means the Bipartisan Budget Act of 2015.

"Book Depreciation" means, with respect to any Company asset for each Fiscal Year,
the Company's depreciation, amortization, or other cost recovery deductions determined for
federal income tax purposes, except that if the Book Value of an asset differs from its adjusted
tax basis at the beginning of such Fiscal Year, Book Depreciation shall be an amount which
bears the same ratio to such beginning Book Value as the federal income tax depreciation,
amortization, or other cost recovery deduction for such Fiscal Year bears to such beginning
adjusted tax basis; provided, that if the adjusted basis for federal income tax purposes of an asset
at the beginning of such Fiscal Year is zero and the Book Value of the asset is positive, Book
Depreciation shall be determined with reference to such beginning Book Value using any
permitted method selected by [unanimous consent of the Members/the Managing Member] in
accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(g)(3).

"Book Value" means, with respect to any Company asset, the adjusted basis of such asset
for federal income tax purposes, except as follows:

(a) the initial Book Value of any Company asset contributed by a Member to
the Company shall be the gross Fair Market Value of such Company asset as of the date
of such contribution;

(b) immediately prior to the distribution by the Company of any Company

asset to a Member, the Book Value of such asset shall be adjusted to its gross Fair Market
Value as of the date of such distribution;

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 (c) the Book Value of all Company assets shall be adjusted to equal their
respective gross Fair Market Values, as reasonably determined by the Members, as of the
following times:

(i) the acquisition of an additional Membership Interest in the

Company by a new or existing Member in consideration for more than a de
minimis Capital Contribution;

(ii) the distribution by the Company to a Member of more than a de

minimis amount of property (other than cash) as consideration for all or a part of
such Member's Membership Interest; and

(iii) the liquidation of the Company within the meaning of Treasury

Regulations Section 1.704-1(b)(2)(ii)(g);

(d) [provided, that adjustments pursuant to clauses (i) and (ii) above need not
be made if the [Members unanimously determine/Managing Member reasonably
determines] that such adjustment is not necessary or appropriate to reflect the relative
economic interests of the Members and that the absence of such adjustment does not
adversely and disproportionately affect any Member;]

(e) the Book Value of each Company asset shall be increased or decreased, as
the case may be, to reflect any adjustments to the adjusted tax basis of such Company
asset pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that
such adjustments are taken into account in determining Capital Account balances
pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m); provided, that Book
Values shall not be adjusted pursuant to this paragraph (d) to the extent that an
adjustment pursuant to paragraph (c) above is made in conjunction with a transaction that
would otherwise result in an adjustment pursuant to this paragraph (d); and

(f) if the Book Value of a Company asset has been determined pursuant to
paragraph (a) or adjusted pursuant to paragraphs (c) or (d) above, such Book Value shall
thereafter be adjusted to reflect the Book Depreciation taken into account with respect to
such Company asset for purposes of computing Net Income and Net Losses.

"Budget" has the meaning set forth in 25(a).

"Business" has the meaning set forth in 13(a).

"Business Day" means a day other than a Saturday, Sunday or other day on which
commercial banks in the City of New York are authorized or required to close.

"[Business Opportunity" has the meaning set forth in 27(b).]

"Buy-Out Price" has the meaning set forth in 26(b).

"Buy-Sell Election Date" has the meaning set forth in 26(b).

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 "Buy-Sell Offer Notice" has the meaning set forth in 26(b).

"Capital Account" has the meaning set forth in 16Section III.03.

"Capital Contribution" means, for any Member, the total amount of cash and cash
equivalents and the Book Value of any property contributed to the Company by such Member.

"Certificate of Formation" has the meaning set forth in the Recitals.

"Code" means the Internal Revenue Code of 1986, as amended.

"Company" has the meaning set forth in the Preamble.

"Company Interest Rate" has the meaning set forth in 22(c).

"Company Minimum Gain" means "partnership minimum gain" as defined in Treasury

Regulations Section 1.704-2(b)(2), substituting the term "Company" for the term "partnership" as
the context requires.

"Confidential Information" has the meaning set forth in 39(a).

"Contributing Member" has the meaning set forth in 14(b).

"Covered Person" has the meaning set forth in 28(a).

"Cram-Down Contribution" has the meaning set forth in 15(c).

"Default Amount" has the meaning set forth in 14(b).

"Default Loan" has the meaning set forth in 14(b).

"Default Rate" has the meaning set forth in 14(b).

"Delaware Act" means the Delaware Limited Liability Company Act, Title 6, Chapter
18, §§ 18-101, et seq.

"Electronic Transmission" means any form of communication not directly involving the
physical transmission of paper, including the use of, or participation in, one or more electronic
networks or databases (including one or more distributed electronic networks or databases), that
creates a record that may be retained, retrieved and reviewed by a recipient thereof and that may
be directly reproduced in paper form by such a recipient through an automated process.

"Fair Market Value" of any asset as of any date means the purchase price that a willing
buyer having all relevant knowledge would pay a willing seller for such asset in an arm's length
transaction, as determined jointly by the Members.

"Fiscal Year" means the calendar year, unless the Company is required to have a taxable
year other than the calendar year, in which case Fiscal Year shall be the period that conforms to
its taxable year.

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 "GAAP" means United States generally accepted accounting principles in effect from
time to time.

"Governmental Authority" means any federal, state, local or foreign government or

political subdivision thereof, or any agency or instrumentality of such government or political
subdivision, or any self-regulated organization or other non-governmental regulatory authority or
quasi-governmental authority (to the extent that the rules, regulations or orders of such
organization or authority have the force of law), or any arbitrator, court or tribunal of competent
jurisdiction.

"Initial Budget" has the meaning set forth in 25(a).

"Initiating Member" has the meaning set forth in 26(b)

"Joinder Agreement" means the joinder agreement in form and substance attached
hereto as Exhibit A.

"Liquidator" has the meaning set forth in 37(a).

"Losses" has the meaning set forth in 29(a).

"Majority Member" has the meaning set forth in the preamble.

"Managing Member" means, initially, the Minority Member, or such other Member as
may be designated or become the Managing Member pursuant to the terms of this Agreement.

"Minority Member" has the meaning set forth in the preamble.

"Member" means (a) the Majority Member and Minority Member and (b) each Person
who is hereafter admitted as a Member in accordance with the terms of this Agreement and the
Delaware Act. The Members shall constitute the "members" (as that term is defined in the
Delaware Act) of the Company.

"Member Nonrecourse Debt" means "partner nonrecourse debt" as defined in Treasury

Regulations Section 1.704-2(b)(4), substituting the term "Company" for the term "partnership"
and the term "Member" for the term "partner" as the context requires.

"Member Nonrecourse Debt Minimum Gain" means an amount, with respect to each
Member Nonrecourse Debt, equal to the Company Minimum Gain that would result if the
Member Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance
with Treasury Regulations Section 1.704-2(i)(3).

"Member Nonrecourse Deduction" means "partner nonrecourse deduction" as defined

in Treasury Regulations Section 1.704-2(i), substituting the term "Member" for the term
"partner" as the context requires.

"Membership Interest" means an interest in the Company owned by a Member,

including such Member's right (a) to its distributive share of Net Income, Net Losses and other

9
items of income, gain, loss and deduction of the Company; (b) to its distributive share of the
assets of the Company; (c) to vote on, consent to or otherwise participate in any decision of the
Members as provided in this Agreement; and (d) to any and all other benefits to which such
Member may be entitled as provided in this Agreement or the Delaware Act. The Membership
Interest of each Member shall be expressed as a percentage interest and shall be [the same
proportion that such Member's total Capital Contribution bears to the total Capital Contributions
of all Members/as set forth on Schedule A].

"Net Income" and "Net Loss" mean, for each Fiscal Year or other period specified in this
Agreement, an amount equal to the Company's taxable income or taxable loss, or particular items
thereof, determined in accordance with Code Section 703(a) (where, for this purpose, all items of
income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)
(1) shall be included in taxable income or taxable loss), but with the following adjustments:

(a) any income realized by the Company that is exempt from federal income
taxation, as described in Code Section 705(a)(1)(B), shall be added to such taxable
income or taxable loss, notwithstanding that such income is not includable in gross
income;

(b) any expenditures of the Company described in Code Section 705(a)(2)(B),

including any items treated under Treasury Regulations Section 1.704-1(b)(2)(iv)(I) as
items described in Code Section 705(a)(2)(B), shall be subtracted from such taxable
income or taxable loss, notwithstanding that such expenditures are not deductible for
federal income tax purposes;

(c) any gain or loss resulting from any disposition of Company property with
respect to which gain or loss is recognized for federal income tax purposes shall be
computed by reference to the Book Value of the property so disposed, notwithstanding
that the adjusted tax basis of such property differs from its Book Value;

(d) any items of depreciation, amortization and other cost recovery deductions
with respect to Company property having a Book Value that differs from its adjusted tax
basis shall be computed by reference to the property's Book Value (as adjusted for Book
Depreciation) in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(g);

(e) if the Book Value of any Company property is adjusted as provided in the
definition of Book Value, then the amount of such adjustment shall be treated as an item
of gain or loss and included in the computation of such taxable income or taxable loss;
and

(f) to the extent an adjustment to the adjusted tax basis of any Company
property pursuant to Code Sections 732(d), 734(b) or 743(b) is required, pursuant to
Treasury Regulations Section 1.704 1(b)(2)(iv)(m), to be taken into account in
determining Capital Accounts, the amount of such adjustment to the Capital Accounts
shall be treated as an item of gain (if the adjustment increases the basis of the asset) or
loss (if the adjustment decreases such basis).

"Non-Contributing Member" has the meaning set forth in 14(b).

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 "Non-Managing Member" means at any time the Member that is not the Managing
Member.

"Nonrecourse Deductions" has the meaning set forth in Treasury Regulations Section
1.704-2(b).

"Nonrecourse Liability" has the meaning set forth in Treasury Regulations Section
1.704-2(b)(3).

"Officers" has the meaning set forth in 25Section VII.03.

"Permitted Transfer" means a Transfer of Membership Interests carried out pursuant to

33Section IX.02. "Permitted Transferee" means a recipient of a Permitted Transfer.

"Person" means an individual, corporation, partnership, joint venture, limited liability

company, Governmental Authority, unincorporated organization, trust, association or other
entity.

"Purchasing Member" has the meaning set forth in 27(d).

"Regulatory Allocations" has the meaning set forth in 20(e).

"Related Party Agreement" means any agreement, arrangement or understanding

between the Company and any Member or any Affiliate of a Member or any officer or employee
of the Company, as such agreement may be amended, modified, supplemented or restated in
accordance with the terms of this Agreement.

"Representative" means, with respect to any Person, any and all directors, officers,
employees, consultants, financial advisors, counsel, accountants and other agents of such Person.

"Responding Member" has the meaning set forth in 26(b).

"Response Notice" has the meaning set forth in 26(c).

"Revised Partnership Audit Rules" has the meaning set forth in 35(c).

"Secretary of State" has the meaning set forth in the Recitals.

"Securities Act" means the Securities Act of 1933.

"Sell-out Price" has the meaning set forth in 26(b).

"Selling Member" has the meaning set forth in 27(d).

"Subsidiary" means, with respect to any Person, any other Person of which a majority of
the outstanding shares or other equity interests having the power to vote for directors or
comparable managers are owned, directly or indirectly, by the first Person.

"Tax Matters Representative" has the meaning set forth in 34(a).

11
 "Taxing Authority" has the meaning set forth in 22(b).

"Transfer" means to, directly or indirectly, sell, transfer, assign, pledge, encumber,
hypothecate or similarly dispose of, either voluntarily or involuntarily, by operation of law or
otherwise, or to enter into any contract, option or other arrangement or understanding with
respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or similar
disposition of, any Membership Interests owned by a Person or any interest (including a
beneficial interest or any direct or indirect economic or voting interest) in any Membership
Interests owned by a Person[[; provided that none of an issuance, disposition, redemption or
repurchase of any equity securities in the ultimate parent entity of a Member shall be deemed to
be a Transfer of Membership Interests]/[, including by means of a disposition of equity interests
in a Member or in a Person that directly or indirectly holds any equity interests in a Member]].
"Transfer" when used as a noun shall have a correlative meaning. "Transferor" and
"Transferee" mean a Person who makes or receives a Transfer, respectively.

"Treasury Regulations" means the final or temporary regulations issued by the United
States Department of Treasury pursuant to its authority under the Code, and any successor
regulations.

"Withholding Advances" has the meaning set forth in 22(b).

Section I.02 Interpretation. For purposes of this Agreement: (a) the words "include,"
"includes" and "including" shall be deemed to be followed by the words "without limitation"; (b)
the word "or" is not exclusive; and (c) the words "herein," "hereof," "hereby," "hereto" and
"hereunder" refer to this Agreement as a whole. The definitions given for any defined terms in
this Agreement shall apply equally to both the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. Unless the context otherwise requires, references herein: (x) to
Articles, Sections, and Exhibits mean the Articles and Sections of, and Exhibits attached to, this
Agreement; (y) to an agreement, instrument or other document means such agreement,
instrument or other document as amended, supplemented or modified from time to time to the
extent permitted by the provisions thereof; and (z) to a statute means such statute as amended
from time to time and includes any successor legislation thereto and any regulations promulgated
thereunder. This Agreement shall be construed without regard to any presumption or rule
requiring construction or interpretation against the party drafting an instrument or causing any
instrument to be drafted. The Exhibits and Schedules referred to herein shall be construed with,
and as an integral part of, this Agreement to the same extent as if they were set forth verbatim
herein.

ARTICLE II
ORGANIZATION

Section II.01 Formation. 

(a) The Company was formed on [DATE], pursuant to the provisions of the
Delaware Act, upon the filing of the Certificate of Formation with the Secretary of State.

12
 (b) This Agreement shall constitute the "limited liability company agreement"
(as that term is used in the Delaware Act) of the Company. The rights, powers, duties,
obligations and liabilities of the Members shall be determined pursuant to the Delaware
Act and this Agreement. To the extent that the rights, powers, duties, obligations and
liabilities of any Member are different by reason of any provision of this Agreement than
they would be under the Delaware Act in the absence of such provision, this Agreement
shall, to the extent permitted by the Delaware Act, control.

Section II.02 Name. The name of the Company is "[COMPANY NAME]" or such other
name or names as may be designated by [the Managing Member/unanimous consent of the
Members]; provided, that the name shall always contain the words "Limited Liability Company"
or the abbreviation "L.L.C." or the designation "LLC." [The Managing Member shall give
prompt notice to the Members of any change to the name of the Company.]

Section II.03 Principal Office. The principal office of the Company is located at
[ADDRESS], or such other place as may from time to time be determined by the Managing
Member. The Managing Member shall give prompt notice of any such change to each of the
Members.

Section II.04 Registered Office; Registered Agent. 

(a) The registered office of the Company shall be the office of the initial
registered agent named in the Certificate of Formation or such other office (which need
not be a place of business of the Company) as the Managing Member may designate from
time to time in the manner provided by the Delaware Act and Applicable Law.

(b) The registered agent for service of process on the Company in the State of
Delaware shall be the initial registered agent named in the Certificate of Formation or
such other Person or Persons as the Managing Member may designate from time to time
in the manner provided by the Delaware Act and Applicable Law.

Section II.05 Purpose; Powers. 

(a) The purposes of the Company are to engage in (i) [DESCRIPTION OF

THE COMPANY'S BUSINESS] (the "Business") and (ii) any and all activities necessary
or incidental thereto.

(b) The Company shall have all the powers necessary or convenient to carry
out the purposes for which it is formed, including the powers granted by the Delaware
Act.

Section II.06 Term. The term of the Company commenced on the date the Certificate of
Formation was filed with the Secretary of State and shall continue in existence perpetually until
the Company is dissolved in accordance with the provisions of this Agreement.

ARTICLE III
CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS

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 Section III.01 Initial Capital Contributions. Contemporaneously with the execution of
this Agreement, each Member has made an initial Capital Contribution and is deemed to own
Membership Interests in the amounts set forth opposite such Member's name on Schedule A
attached hereto. The Managing Member shall update Schedule A upon the issuance or Transfer
of any Membership Interests to any new or existing Member in accordance with this Agreement.

Section III.02 Additional Capital Contributions. 

(a) In addition to the Initial Capital Contributions of the Members, the

Members shall make additional Capital Contributions in cash, in proportion to their
respective Membership Interests, as determined by the Managing Member from time to
time to be reasonably necessary to pay any operating, capital or other expenses relating to
the Business (such additional Capital Contributions, the "Additional Capital
Contributions"), provided, that such Additional Capital Contributions shall not exceed
the corresponding amounts expressly provided for in the then-current Budget, as it may
be amended from time to time in accordance with 26(b). Upon the Managing Member
making such determination for Additional Capital Contributions, the Managing Member
shall deliver to the Non-Managing Member a written notice of the Company's need for
Additional Capital Contributions, which notice shall specify in reasonable detail (i) the
purpose for such Additional Capital Contributions, (ii) the aggregate amount of such
Additional Capital Contributions, (iii) each Member's share of such aggregate amount of
Additional Capital Contributions based upon such Member's Membership Interest, and
(iv) the date (which date shall not be less than [NUMBER] Business Days from the date
that such notice is given) on which such Additional Capital Contributions shall be
required to be made by the Members.

(b) If any Member shall fail to timely make, or notifies the other Member that
it shall not make, all or any portion of any Additional Capital Contribution which such
Member is obligated to make under 14(a), then such Member shall be deemed to be a
"Non-Contributing Member". The non-defaulting Member (the "Contributing
Member") shall be entitled, but not obligated, to loan to the Non-Contributing Member,
by contributing to the Company on its behalf, all or any part of the amount (the "Default
Amount") that the Non-Contributing Member failed to contribute to the Company (each
such loan, a "Default Loan"), provided, that such Contributing Member shall have
contributed to the Company its pro rata share of the applicable Additional Capital
Contribution. Such Default Loan shall be treated as an Additional Capital Contribution
by the Non-Contributing Member. Each Default Loan shall bear interest (compounded
monthly on the first day of each calendar month) on the unpaid principal amount thereof
from time to time remaining from the date advanced until repaid, at the lesser of (i)
[PERCENTAGE]% per annum or (ii) the maximum rate permitted at law (the "Default
Rate"). [Each Default Loan shall be recourse [debt/solely to the Non-Contributing
Member's Membership Interest].] Default Loans shall be repaid out of the distributions
that would otherwise be made to the Non-Contributing Member under 21ARTICLE VI or
38ARTICLE XII, as more fully provided for in 15(d). So long as a Default Loan is
outstanding, the Non-Contributing Member shall have the right to repay the Default Loan
(together with interest then due and owing) in whole or in part. Upon the repayment in
full of all Default Loans (but not upon their conversion as provided in 15(c)) made in

14
respect of a Non-Contributing Member (and so long as the Non-Contributing Member is
not otherwise a Non-Contributing Member), such Non-Contributing Member shall cease
to be a Non-Contributing Member.

(c) At any time after the date [NUMBER] [months/[OTHER TIME

PERIOD]] after a Default Loan is made, at the option of the Contributing Member, (i)
such Default Loan shall be converted into an Additional Capital Contribution of the
Contributing Member in an amount equal to the principal and unpaid interest on such
Default Loan pursuant to this 15(c), (ii) the Non-Contributing Member shall be deemed
to have received a distribution, pursuant to 21ARTICLE VI, of an amount equal to the
principal and unpaid interest on such Default Loan, (iii) such distribution shall be deemed
paid to the Contributing Member in repayment of the Default Loan, (iv) such amount
shall be deemed contributed by the Contributing Member as an Additional Capital
Contribution (a "Cram-Down Contribution"), and (v) the Contributing Member's
Capital Account shall be increased by, and the Non-Contributing Member's Capital
Account shall be decreased by, an amount equal to the principal and unpaid interest on
such Default Loan. A Cram-Down Contribution shall be deemed an Additional Capital
Contribution by the Contributing Member making (or deemed making) such Cram-Down
Contribution as of the date such Cram-Down Contribution is made or the date on which
such Default Loan is converted to a Cram-Down Contribution. At the time of a Cram-
Down Contribution, the Membership Interest of the Contributing Member shall be
increased proportionally by the amount of such contribution, thereby diluting the
Membership Interest of the Non-Contributing Member. Once a Cram-Down Contribution
has been made (or deemed made), no subsequent payment or tender in respect of the
Cram-Down Contribution shall affect the Membership Interests of the Members, as
adjusted in accordance with this 15(c).

(d) Notwithstanding any other provisions of this Agreement, any amount that
otherwise would be paid or distributed to a Non-Contributing Member pursuant to
21ARTICLE VI shall not be paid to the Non-Contributing Member but shall be deemed
paid and applied on behalf of such Non-Contributing Member (i) first, to accrued and
unpaid interest on all Default Loans (in the order of their original maturity date), (ii)
second to the principal amount of such Default Loans (in the order of their original
maturity date) and (iii) third, to any Additional Capital Contribution of such Non-
Contributing Member that has not been paid and is not deemed to have been paid.

(e) Notwithstanding the foregoing, if a Non-Contributing Member fails to

make its Additional Capital Contribution in accordance with 14(a), without limitation of
any other available rights or remedies that may be available, the Contributing Member
may:

(i) institute proceedings against the Non-Contributing Member, either

in the Contributing Member's own name or on behalf of the Company, to obtain
payment of the Non-Contributing Member's portion of the Additional Capital
Contributions, together with interest thereon at the Default Rate from the date that
such Additional Capital Contribution was due until the date that such Additional

15
 Capital Contribution is made, at the cost and expense of the Non-Contributing
Member[; or]

(ii) elect to dissolve and liquidate the Company pursuant to

38ARTICLE XII[./; or]

(iii) [purchase the Membership Interest of the Non-Contributing

Member at a price equal to [PERCENTAGE]% of the lesser of (i) the price paid
by the Non-Contributing Member for its Membership Interest and (ii) the Fair
Market Value of its Membership Interest][./; or]

(iv) [force a sale of the Company to a third party other than an Affiliate
of any of the Members on commercially reasonable market terms as reasonably
determined by the Contributing Member; provided, that if the Non-Contributing
Member pays the unfunded portion of its required Additional Capital Contribution
prior to the Contributing Member's election of a forced sale, the Contributing
Member shall no longer have the right to force a sale of the Company under this
[Section 3.02(e)(iv)].]

(f) [If a Member is characterized as a Non-Contributing Member, then, so

long as the Member remains a Non-Contributing Member, it shall forfeit and no longer
be entitled to any consent or voting rights granted in this Agreement.]

(g) Except as set forth in this 14Section III.02, neither Member shall be
required to make additional Capital Contributions or make loans to the Company.

Section III.03 Maintenance of Capital Accounts. The Company shall establish and
maintain for each Member a separate capital account (a "Capital Account") on its books and
records in accordance with this 16Section III.03. Each Capital Account shall be established and
maintained in accordance with the following provisions:

(a) Each Member's Capital Account shall be increased by the amount of:

(i) such Member's Capital Contributions, including such Member's

initial Capital Contribution and any Additional Capital Contributions;

(ii) any Net Income or other item of income or gain allocated to such
Member pursuant to 19ARTICLE V; and

(iii) any liabilities of the Company that are assumed by such Member
or secured by any property distributed to such Member.

(b) Each Member's Capital Account shall be decreased by:

(i) the cash amount or Book Value of any property distributed to such
Member pursuant to 21ARTICLE VI and 37(c);

16
 (ii) the amount of any Net Loss or other item of loss or deduction
allocated to such Member pursuant to 19ARTICLE V; and

(iii) the amount of any liabilities of such Member assumed by the

Company or that are secured by any property contributed by such Member to the
Company.

Section III.04 Succession Upon Transfer. In the event that any Membership Interests
are Transferred in accordance with the terms of this Agreement, the Transferee shall succeed to
the Capital Account of the Transferor to the extent it relates to the Transferred Membership
Interests and, subject to 21Section V.04, shall receive allocations and distributions pursuant to
19ARTICLE V, 21ARTICLE VI and 36ARTICLE XI in respect of such Membership Interests.

Section III.05 Negative Capital Accounts. In the event that any Member shall have a
deficit balance in its Capital Account, such Member shall have no obligation, during the term of
the Company or upon dissolution or liquidation of the Company, to restore such negative balance
or make any Capital Contributions to the Company by reason thereof, except as may be required
by Applicable Law or in respect of any negative balance resulting from a withdrawal of capital
or dissolution in contravention of this Agreement.

Section III.06 No Withdrawals From Capital Accounts. No Member shall be entitled

to withdraw any part of its Capital Account or to receive any distribution from the Company,
except as otherwise provided in this Agreement. No Member, including the Managing Member,
shall receive any interest, salary, management or service fees or drawing with respect to its
Capital Contributions or its Capital Account, except as otherwise provided in this Agreement.
The Capital Accounts are maintained for the sole purpose of allocating items of income, gain,
loss and deduction among the Members and shall have no effect on the amount of any
distributions to any Members, in liquidation or otherwise.

Section III.07 Loans From Members. Loans by any Member to the Company shall not
be considered Capital Contributions and shall not affect the maintenance of such Member's
Capital Account, other than to the extent provided in 15(c) and 16ARTICLE III(iii), if
applicable.

Section III.08 Modifications. The foregoing provisions and the other provisions of this
Agreement relating to the maintenance of Capital Accounts are intended to comply with
Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner
consistent with such Treasury Regulations. If the Managing Member determines that it is prudent
to modify the manner in which the Capital Accounts, or any increases or decreases to the Capital
Accounts, are computed in order to comply with such Treasury Regulations, the Managing
Member may authorize such modifications.

ARTICLE IV
MEMBERS

Section IV.01 Admission of New Members. 

17
 (a) New Members may be admitted from time to time (i) in connection with
the issuance of Membership Interests by the Company, subject to compliance with the
provisions of 24(d), and (ii) in connection with a Transfer of Membership Interests,
subject to compliance with the provisions of 32ARTICLE IX, and in either case,
following compliance with the provisions of 18(b).

(b) In order for any Person not already a Member of the Company to be
admitted as a Member, whether pursuant to an issuance or Transfer of Membership
Interests, such Person shall have executed and delivered to the Company a written
undertaking substantially in the form of the Joinder Agreement. Upon the amendment of
Schedule A of the Agreement by the Managing Member and the satisfaction of any other
applicable conditions, including the receipt by the Company of payment for the issuance
of Membership Interests, such Person shall be admitted as a Member and deemed listed
as such on the books and records of the Company. The Managing Member shall also
adjust the Capital Accounts of the Members as necessary in accordance with 16Section
III.03.

(c) Any Member who proposes to Transfer its Membership Interest (or any
portion thereof) shall (i) be responsible for the payment of expenses incurred by it in
connection with such Transfer, whether or not consummated, and (ii) except in
connection with a Transfer pursuant to 26Section VII.07, reimburse the Company and the
other Member for all reasonable expenses (including reasonable attorneys' fees and
expenses) incurred by or on behalf of the Company or such other Member in connection
with such proposed Transfer, whether or not consummated; provided, however, that in
the event that both Members Transfer their Membership Interests (or any portion thereof)
in connection with such Transfer, each Member shall only be responsible to reimburse
the Company for its pro rata portion (based on such Member's portion of the total
Membership Interests Transferred) of the Company's expenses incurred in connection
with such Transfer.

Section IV.02 No Personal Liability. Except as otherwise provided in the Delaware Act,
by Applicable Law or expressly in this Agreement, no Member will be obligated personally for
any debt, obligation or liability of the Company or other Members, whether arising in contract,
tort or otherwise, solely by reason of being a Member.

Section IV.03 No Withdrawal. So long as a Member continues to hold any Membership

Interests, such Member shall not have the ability to withdraw or resign as a Member prior to the
dissolution and winding up of the Company and any such withdrawal or resignation or attempted
withdrawal or resignation by a Member prior to the dissolution or winding up of the Company
shall be null and void. As soon as any Person who is a Member ceases to hold any Membership
Interests, such Person shall no longer be a Member. [A Member shall not cease to be a Member
as a result of the Bankruptcy of such Member or as a result of any other events specified in § 18-
304 of the Delaware Act.]

Section IV.04 No Interest in Company Property. No real or personal property of the

Company shall be deemed to be owned by any Member individually, but shall be owned by, and
title shall be vested solely in, the Company. Without limiting the foregoing, each Member hereby

18
irrevocably waives during the term of the Company any right that such Member may have to
maintain any action for partition with respect to the property of the Company.

Section IV.05 Certification of Membership Interests. 

(a) The Managing Member may, but shall not be required to, issue certificates
to the Members representing the Membership Interests held by such Member.

(b) If the Managing Member shall issue certificates representing Membership

Interests in accordance with 19(a), then in addition to any other legend required by
Applicable Law, all certificates representing issued and outstanding Membership
Interests shall bear a legend substantially in the following form:

THE MEMBERSHIP INTERESTS REPRESENTED BY THIS CERTIFICATE

ARE SUBJECT TO A LIMITED LIABILITY COMPANY AGREEMENT
AMONG THE COMPANY AND ITS MEMBERS, A COPY OF WHICH IS ON
FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE COMPANY. NO
TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR
OTHER DISPOSITION OF THE MEMBERSHIP INTERESTS REPRESENTED
BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE
WITH THE PROVISIONS OF SUCH LIMITED LIABILITY COMPANY
AGREEMENT.
THE MEMBERSHIP INTERESTS REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES
LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED EXCEPT PURSUANT TO
(A) A REGISTRATION STATEMENT EFFECTIVE UNDER SUCH ACT AND
LAWS, OR (B) AN EXEMPTION FROM REGISTRATION THEREUNDER.

ARTICLE V
ALLOCATIONS

Section V.01 Allocation of Net Income and Net Loss. For each Fiscal Year (or portion
thereof), after giving effect to the special allocations set forth in 19Section V.02, Net Income and
Net Loss of the Company shall be allocated among the Members pro rata in accordance with
their Membership Interests.

Section V.02 Regulatory and Special Allocations. Notwithstanding the provisions of

19Section V.01:

(a) If there is a net decrease in Company Minimum Gain (determined

according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Year, each
Member shall be specially allocated Net Income for such Fiscal Year (and, if necessary,
subsequent Fiscal Years) in an amount equal to such Member's share of the net decrease
in Company Minimum Gain, determined in accordance with Treasury Regulations
Section 1.704-2(g). The items to be so allocated shall be determined in accordance with

19
Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This 19Section V.02 is
intended to comply with the "minimum gain chargeback" requirement in Treasury
Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

(b) Member Nonrecourse Deductions shall be allocated in the manner

required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in
Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member
Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share
of such Member Nonrecourse Debt Minimum Gain shall be specially allocated Net
Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount
equal to that Member's share of the net decrease in Member Nonrecourse Debt Minimum
Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance
with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This 20(b) is
intended to comply with the "minimum gain chargeback" requirements in Treasury
Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

(c) Nonrecourse Deductions shall be allocated to the Members in accordance

with their Membership Interests.

(d) In the event any Member unexpectedly receives any adjustments,

allocations or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)
(4), (5) or (6), Net Income shall be specially allocated to such Member in an amount and
manner sufficient to eliminate the Adjusted Capital Account Deficit created by such
adjustments, allocations or distributions as quickly as possible. This 20(d) is intended to
comply with the qualified income offset requirement in Treasury Regulations Section
1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

(e) The allocations set forth in paragraphs (a), (b), (c) and (d) above (the
"Regulatory Allocations") are intended to comply with certain requirements of the
Treasury Regulations under Code Section 704. Notwithstanding any other provisions of
this 19ARTICLE V (other than the Regulatory Allocations), the Regulatory Allocations
shall be taken into account in allocating Net Income and Net Losses among Members so
that, to the extent possible, the net amount of such allocations of Net Income and Net
Losses and other items and the Regulatory Allocations to each Member shall be equal to
the net amount that would have been allocated to such Member if the Regulatory
Allocations had not occurred.

Section V.03 Tax Allocations. 

(a) Subject to 21(b), 21(c) and 21(d), all income, gains, losses and deductions
of the Company shall be allocated, for federal, state and local income tax purposes,
among the Members in accordance with the allocation of such income, gains, losses and
deductions pursuant to 19Section V.01 and 19Section V.02, except that if any such
allocation for tax purposes is not permitted by the Code or other Applicable Law, the
Company's subsequent income, gains, losses and deductions shall be allocated among the
Members for tax purposes, to the extent permitted by the Code and other Applicable Law,

20
 so as to reflect as nearly as possible the allocation set forth in 19Section V.01 and
19Section V.02.

(b) Items of Company taxable income, gain, loss and deduction with respect
to any property contributed to the capital of the Company shall be allocated among the
Members in accordance with Code Section 704(c) and the traditional method with
curative allocations of Treasury Regulations Section 1.704-3(c), so as to take account of
any variation between the adjusted basis of such property to the Company for federal
income tax purposes and its Book Value.

(c) If the Book Value of any Company asset is adjusted pursuant to Treasury
Regulations Section 1.704-1(b)(2)(iv)(f) as provided in clause (c) of the definition of
Book Value in 5Section I.01, subsequent allocations of items of taxable income, gain,
loss and deduction with respect to such asset shall take account of any variation between
the adjusted basis of such asset for federal income tax purposes and its Book Value in the
same manner as under Code Section 704(c).

(d) Allocations of tax credit, tax credit recapture and any items related thereto
shall be allocated to the Members according to their interests in such items as determined
by the Managing Member taking into account the principles of Treasury Regulations
Section 1.704-1(b)(4)(ii).

(e) Allocations pursuant to this 20Section V.03 are solely for purposes of
federal, state and local taxes and shall not affect, or in any way be taken into account in
computing, any Member's Capital Account or share of Net Income, Net Losses,
distributions or other items pursuant to any provisions of this Agreement.

Section V.04 Allocations in Respect of Transferred Membership Interests. In the

event of a Transfer of Membership Interests during any Fiscal Year made in compliance with the
provisions of 32ARTICLE IX, Net Income, Net Losses and other items of income, gain, loss and
deduction of the Company attributable to such Membership Interests for such Fiscal Year shall
be determined using the interim closing of the books method.

ARTICLE VI
DISTRIBUTIONS

Section VI.01 Distributions of Cash Flow and Capital Proceeds. 

(a) Any available cash of the Company, after allowance for payment of all
Company obligations then due and payable, including debt service and operating
expenses and for such reasonable reserves as [the Members may agree
upon/contemplated in the Budget], shall be distributed to the Members, on at least a
quarterly basis, pro rata in accordance with their respective Membership Interests.

(b) If a Member has (i) an unpaid Additional Capital Contribution that is

overdue and/or (ii) an outstanding Default Loan due to another Member, any amount that
otherwise would be distributed to such Member pursuant to 21(a) or 38ARTICLE XII (up

21
to the amount of such Additional Capital Contribution or outstanding Default Loan,
together with interest accrued thereon) shall not be paid to such Member but shall be
deemed distributed to such Member and applied on behalf of such Member pursuant to
15(d).

(c) Notwithstanding any provision to the contrary contained in this

Agreement, the Company shall not make any distribution to Members if such distribution
would violate § 18-607 of the Delaware Act or other Applicable Law or if such
distribution is prohibited by the LLC's then-applicable debt-financing agreements.

Section VI.02 Tax Withholding; Withholding Advances. 

(a) Tax Withholding. Each Member agrees to furnish the Company with any
representations and forms as shall be reasonably requested by the Managing Member to
assist it in determining the extent of, and in fulfilling, any withholding obligations it may
have.

(b) Withholding Advances. The Company is hereby authorized at all times to

make payments ("Withholding Advances") with respect to each Member in amounts
required to discharge any obligation of the Company (as determined by the Tax Matters
Representative based on the advice of legal or tax counsel to the Company) to withhold
or make payments to any federal, state, local or foreign taxing authority (a "Taxing
Authority") with respect to any distribution or allocation by the Company of income or
gain to such Member and to withhold the same from distributions to such Member. Any
funds withheld from a distribution by reason of this 22(b) shall nonetheless be deemed
distributed to the Member in question for all purposes under this Agreement.

(c) Repayment of Withholding Advances. Any Withholding Advance made

by the Company to a Taxing Authority on behalf of a Member and not simultaneously
withheld from a distribution to that Member shall, with interest thereon accruing from the
date of payment at a rate equal to the [prime rate published in the Wall Street Journal on
the date of payment plus two percent (2.0%) per annum/[OTHER RATE]] (the
"Company Interest Rate"):

(i) be promptly repaid to the Company by the Member on whose

behalf the Withholding Advance was made (which repayment by the Member
shall not constitute a Capital Contribution, but shall credit the Member's Capital
Account if the Managing Member shall have initially charged the amount of the
Withholding Advance to the Capital Account); or

(ii) with the consent of the Managing Member, be repaid by reducing

the amount of the next succeeding distribution or distributions to be made to such
Member (which reduction amount shall be deemed to have been distributed to the
Member, but which shall not further reduce the Member's Capital Account if the
Managing Member shall have initially charged the amount of the Withholding
Advance to the Capital Account).

22
 Interest shall cease to accrue from the time the Member on whose behalf
the Withholding Advance was made repays such Withholding Advance (and all accrued
interest) by either method of repayment described above.

(d) Indemnification. Each Member hereby agrees to indemnify and hold

harmless the Company and the other Members from and against any liability with respect
to taxes, interest or penalties that may be asserted by reason of the Company's failure to
deduct and withhold tax on amounts distributable or allocable to such Member. The
provisions of this 23(d) and the obligations of a Member pursuant to 22(c) shall survive
the termination, dissolution, liquidation and winding up of the Company and the
withdrawal of such Member from the Company or Transfer of its Membership Interests.
The Company may pursue and enforce all rights and remedies it may have against each
Member under this 22Section VI.02, including bringing a lawsuit to collect repayment
with interest of any Withholding Advances.

(e) Overwithholding. Neither the Company nor the Managing Member shall
be liable for any excess taxes withheld in respect of any distribution or allocation of
income or gain to a Member. In the event of an overwithholding, a Member's sole
recourse shall be to apply for a refund from the appropriate Taxing Authority.

Section VI.03 Distributions in Kind. 

(a) The Managing Member is hereby authorized, as it may reasonably

determine, to make distributions to the Members in the form of securities or other
property held by the Company. In any non-cash distribution, the securities or property so
distributed will be distributed among the Members in the same proportion and priority as
cash equal to the Fair Market Value of such securities or property would be distributed
among the Members pursuant to 21Section VI.01.

(b) Any distribution of securities shall be subject to such conditions and

restrictions as the Managing Member determines are required or advisable to ensure
compliance with Applicable Law. In furtherance of the foregoing, the Managing Member
may require that the Members execute and deliver such documents as the Managing
Member may deem necessary or appropriate to ensure compliance with all federal and
state securities laws that apply to such distribution and any further Transfer of the
distributed securities, and may appropriately legend the certificates that represent such
securities to reflect any restriction on Transfer with respect to such laws.

ARTICLE VII
MANAGEMENT

Section VII.01 Management of the Company. The business and affairs of the
Company shall be managed by the Managing Member. Subject to the provisions of 24Section
VII.02, the Managing Member shall have full and complete discretion to manage and control the
business and affairs of the Company, to make all decisions affecting the business and affairs of
the Company and to take all such actions as it deems necessary or appropriate to accomplish the
purposes of the Company set forth in 13Section II.05; provided, that the Managing Member shall

23
manage the Company in accordance with the Budget. The actions of the Managing Member
taken in accordance with the provisions of this Agreement shall bind the Company. No other
Member of the Company shall have any authority or right to act on behalf of or bind the
Company, unless otherwise provided herein or unless specifically authorized by the Managing
Member pursuant to a resolution expressly authorizing such action which resolution is duly
adopted by the Managing Member.

Section VII.02 Actions Requiring Approval of Members. Without the

unanimous written approval of all Members, the Company shall not, and shall not enter into any
commitment to:

(a) Amend, modify or waive the Certificate of Formation or this Agreement;

provided  that the Managing Member may, without the consent of the other Member,
amend Schedule A following any new issuance, redemption, repurchase or Transfer of
Membership Interests in accordance with this Agreement;

(b) Make any material change to the nature of the Business conducted by the
Company or enter into any business other than the Business;

(c) Issue additional Membership Interests or admit additional Members to the

Company;

(d) Incur any indebtedness, pledge or grant liens on any assets or guarantee,
assume, endorse or otherwise become responsible for the obligations of any other Person,
except to the extent approved or authorized in the Budget;

(e) Make any loan, advance or capital contribution in any Person, except to
the extent approved or authorized in the Budget;

(f) Appoint or remove the Company's auditors or make any changes in the
accounting methods or policies of the Company (other than as required by GAAP);

(g) Enter into, amend [in any material respect], waive or terminate any
Related Party Agreement [other than the entry into a Related Party Agreement that is on
an arm's length basis and on terms no less favorable to the Company than those that could
be obtained from an unaffiliated third party];

(h) Enter into or effect any transaction or series of related transactions

involving the purchase, lease, license, exchange or other acquisition (including by
merger, consolidation, acquisition of stock or acquisition of assets) by the Company of
any assets and/or equity interests of any Person[, other than in the ordinary course of
business consistent with past practice];

(i) Enter into or effect any transaction or series of related transactions

involving the sale, lease, license, exchange or other disposition (including by merger,
consolidation, sale of stock or sale of assets) by the Company of any assets[, other than
sales of inventory in the ordinary course of business consistent with past practice];

24
 (j) Establish a Subsidiary or enter into any joint venture or similar business
arrangement;

(k) Settle any lawsuit, action, dispute or other proceeding or otherwise assume
any liability [with a value in excess of $[AMOUNT]] or agree to the provision of any
equitable relief by the Company;

(l) Initiate or consummate an initial public offering or make a public offering

and sale of the Membership Interests or any other securities;

(m) Make any investments in any other Person in excess of $[AMOUNT]; or

(n) Dissolve, wind-up or liquidate the Company or initiate a bankruptcy

proceeding involving the Company.

Section VII.03 Officers The Managing Member may appoint individuals as

officers of the Company (the "Officers") as it deems necessary or desirable to carry on the
business of the Company and the Managing Member may delegate to such Officers such power
and authority as the Managing Member deems advisable. No Officer need be a Member of the
Company. Any individual may hold two or more offices of the Company. Each Officer shall
hold office until his successor is designated by the Managing Member or until his earlier death,
resignation or removal. Any Officer may resign at any time on written notice to the Managing
Member. Any Officer may be removed by the Managing Member with or without cause at any
time. A vacancy in any office occurring because of death, resignation, removal or otherwise,
may, but need not, be filled by the Managing Member.

Section VII.04 [Action Without Meeting. Any matter that is to be voted on,
consented to or approved by Members may be taken without a meeting, without prior notice and
without a vote if consented to, in writing or by Electronic Transmission, by a Member or
Members having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all members entitled to vote thereon were
present and voted. A record shall be maintained by the Managing Member of each such action
taken by written consent of a Member or Members.]

Section VII.05 Informational Rights. In addition to the information required to

be provided pursuant to 33ARTICLE X, the Managing Member shall keep the other Members
reasonably informed on a timely basis of any material fact, information, litigation, employee
relations or other matter that could reasonably be expected to have a material impact on the
operations or financial position of the Company, including, but not limited to, any modification
of any loan or other financing to the Company. The Managing Member shall provide all material
information relating to the Company or the management or operation of the Company as any
Member may reasonable request from time to time.

Section VII.06 Budget. 

(a) The initial business plan and [[monthly/quarterly] and] annual budget for
the Company through the Fiscal Year ending [DATE] (the "Initial Budget"), which have
previously been approved by the Members, are attached hereto as Schedule B. The

25
Budget shall include detailed capital and operating expense budgets, cash flow
projections (which shall include amounts and due dates of all projected calls for
Additional Capital Contributions) and profit and loss projections. The Managing Member
shall operate the Company in accordance with the Initial Budget (the Initial Budget, as it
may be updated or replaced in accordance with 26(b) is referred to herein as the
"Budget").

(b) At least [sixty (60)/[NUMBER]] days before the beginning of each Fiscal
Year (commencing with the Fiscal Year ending [DATE]), the Managing Member shall
prepare and submit to the Non-Managing Member proposed revisions (including any
extensions thereof) to the Budget for such upcoming Fiscal Year. Not later than
[NUMBER] days following its receipt of the proposed revisions, the Non-Managing
Member must, by written notice to the Managing Member, either approve or disapprove
the revised Budget. If the Non-Managing Member shall not have responded in writing to
the proposed revisions prior to the end of such [NUMBER] day period, the Non-
Managing Member will be deemed to have approved the revised Budget. If the Non-
Managing Member disapproves of the proposed revisions, then the Members shall use
good faith efforts to agree on a revised Budget. The Managing Member shall continue to
operate the Company in accordance with the existing Budget until a revised Budget is
approved by both Members.

Section VII.07 Deadlock. 

(a) If the Members are unable to agree on any of the matters described in
24Section VII.02 and such disagreement continues for [NUMBER] days despite good
faith deliberations by the Members, then either Member shall be entitled to exercise the
buy-sell rights set forth in this 26Section VII.07 by delivering a Buy-Sell Offer Notice (as
defined herein).

(b) If a Member wishes to exercise the buy-sell right provided in this

26Section VII.07, such Member (the "Initiating Member") shall deliver to the other
Member (the "Responding Member") written notice (the "Buy-Sell Offer Notice") of
such election, which notice shall include (i) a description of the circumstances that
triggered the buy-sell right, and (ii) the purchase price (which shall be payable
exclusively in cash (unless otherwise agreed)) at which the Initiating Member shall (A)
purchase all of the Membership Interests owned by the Responding Member (the "Buy-
out Price") or (B) sell all of its Membership Interests to the Responding Member (the
"Sell-out Price"), with any difference between the Buy-out Price and the Sell-out Price
based solely on each Member's Membership Interest in the Company, without regard to
any market discount or premium from differences in such proportionate interests.

(c) Within [thirty (30)/[NUMBER]] days after the Buy-Sell Offer Notice is
received (the "Buy-Sell Election Date"), the Responding Member shall deliver to the
Initiating Member a written notice (the "Response Notice") stating whether it elects to (i)
sell all of its Membership interests to the Initiating Member for the Buy-out Price or (ii)
buy all of the Membership Interests owned by the Initiating Member for the Sell-out
Price. The failure of the Responding Member to deliver the Response Notice by the Buy-

26
 Sell Election Date shall be deemed to be an election to sell all of its Membership Interests
to the Initiating Member at the Buy-out Price.

(d) The closing of any purchase and sale of Membership Interests pursuant to
this 26Section VII.07 shall take place [NUMBER] days after the Response Notice is
delivered or deemed to have been delivered or some other date mutually agreed upon by
the parties. The Buy-out Price or the Sell-out Price, as the case may be, shall be paid at
closing by wire transfer of immediately available funds to an account designated in
writing by the selling Member (the "Selling Member"). At the closing, the Selling
Member shall deliver to the purchasing Member (the "Purchasing Member") good and
marketable title to its Membership Interests, free and clear of all liens and encumbrances.
Each Member agrees to cooperate and take all actions and execute all documents
reasonably necessary or appropriate to reflect the purchase of the Selling Member's
Membership Interest by the Purchasing Member.

(e) If the Purchasing Member defaults in any of its material closing

obligations, then the Selling Member shall have the option to purchase the Purchasing
Member's entire Membership Interest at a price that is equal to [PERCENTAGE]% of the
purchase price payable at the initial closing.

Section VII.08 Other Activities; Business Opportunities. 

(a) Nothing contained in this Agreement shall prevent any Member, including
the Managing Member, or any of its Affiliates from engaging in any other activities or
businesses, regardless of whether those activities or businesses are similar to or
competitive with the Business. None of the Members nor any of their Affiliates shall be
obligated to account to the Company or to the other Member for any profits or income
earned or derived from other such activities or businesses. [Except as otherwise provided
in 27(b),] [n/N]one of the Members nor any of their Affiliates shall be obligated to inform
the Company or the other Member of any business opportunity of any type or description.

(b) [Notwithstanding 27(a), if a Member [or any [controlled] Affiliate of a

Member] is offered or discovers a business opportunity of the type and character that is
[within the scope of/consistent with] the Business (a "Business Opportunity"), such
Member [or Affiliate] shall, prior to pursuing such Business Opportunity, offer to the
Company the right to pursue such Business Opportunity for the benefit of the Company,
regardless of whether such Member [or Affiliate] believes the Company would be able
(financially or otherwise) or willing to pursue such Business Opportunity. If the
Company, by unanimous consent of the Members, determines not to pursue such
Business Opportunity within [NUMBER] days after its presentation to the Company, the
presenting Member [or its Affiliate] shall be free to pursue such Business Opportunity as
such Member [or Affiliate] shall determine in its sole discretion.]

Section VII.09 Compensation and Reimbursement of Managing Member. The

Managing Member shall not be compensated for its services as the Managing Member, but the
Company shall reimburse the Managing Member for all ordinary, necessary and direct expenses

27
incurred by the Managing Member on behalf of the Company in carrying out the Company's
business activities, including, without limitation, salaries of officers and employees of the
Managing Member who are carrying out the Company's business activities. All reimbursements
for expenses shall be reasonable in amount [and shall not exceed [amounts set forth in the
Budget/$[AMOUNT]] in the aggregate for any Fiscal Year].

Section VII.10 [Removal of Managing Member. The Majority Member may

remove the Minority Member as the Managing Member of the Company, by delivering written
notice to the Minority Member, upon either (a) a Bankruptcy of the Minority Member or (b) a
breach of any material covenant, duty or obligation under this Agreement by the Minority
Member that remains uncured for [NUMBER] days after written notice of such breach was
received by the Minority Member. Upon the Minority Member's removal, the Majority Member
shall either assume the role of the Managing Member or appoint another Person (who may be an
Affiliate of the Majority Member) to manage the operations of the Company. The removal of the
Minority Member as the Managing Member shall not affect its rights as a Member and shall not
constitute a withdrawal of such Member.]

Section VII.11 Resignation of Managing Member. The Minority Member may

not voluntarily resign as the Managing Member, unless otherwise consented to by the Majority
Member in its sole discretion. Upon such resignation, the Majority Member shall either assume
the role of the Managing Member or appoint another Person (who may be an Affiliate of the
Majority Member) to manage the operations of the Company. The resignation of the Managing
Member shall not affect its rights as a Member and shall not constitute a withdrawal of a
Member.

ARTICLE VIII
EXCULPATION AND INDEMNIFICATION

Section VIII.01 Exculpation of Covered Persons. 

(a) Covered Persons. As used herein, the term "Covered Person" shall mean
(i) each Member, including the Managing Member; (ii) each officer, director,
stockholder, partner, member, Affiliate, employee, agent or representative of each
Member; and (iii) each Officer, employee, agent or representative of the Company.

(b) Standard of Care. No Covered Person shall be liable to the Company or

any other Covered Person for any loss, damage or claim incurred by reason of any action
taken or omitted to be taken by such Covered Person in his, her or its capacity as a
Covered Person, so long as such action or omission does not constitute fraud, gross
negligence, willful misconduct or a material breach or knowing violation of this
Agreement by such Covered Person.

(c) [Good Faith Reliance. A Covered Person shall be fully protected in

relying in good faith upon the records of the Company and upon such information,
opinions, reports or statements (including financial statements and information, opinions,
reports or statements as to the value or amount of the assets, liabilities, Net Income or Net
Losses of the Company or any facts pertinent to the existence and amount of assets from

28
which distributions might properly be paid) of the following Persons or groups: (i)
another Member; (ii) one or more Officers or employees of the Company; (iii) any
attorney, independent accountant, appraiser or other expert or professional employed or
engaged by or on behalf of the Company; or (iv) any other Person selected in good faith
by or on behalf of the Company, in each case as to matters that such relying Person
reasonably believes to be within such other Person's professional or expert competence.
The preceding sentence shall in no way limit any Person's right to rely on information to
the extent provided in § 18-406 of the Delaware Act.]

Section VIII.02 Liabilities and Duties of Covered Persons. 

(a) Limitation of Liability. This Agreement is not intended to, and does not,
create or impose any fiduciary duty on any Covered Person. Furthermore, each of the
Members and the Company hereby waives any and all fiduciary duties that, absent such
waiver, may be implied by Applicable Law, and in doing so, acknowledges and agrees
that the duties and obligation of each Covered Person to each other and to the Company
are only as expressly set forth in this Agreement. The provisions of this Agreement, to
the extent that they restrict the duties and liabilities of a Covered Person otherwise
existing at law or in equity, are agreed by the Members to replace such other duties and
liabilities of such Covered Person.

(b) [Duties. Whenever in this Agreement a Covered Person is permitted or

required to make a decision (including a decision that is in such Covered Person's
"discretion" or under a grant of similar authority or latitude), such Covered Person shall
be entitled to consider only such interests and factors as such Covered Person desires,
including its own interests, and shall have no duty or obligation to give any consideration
to any interest of or factors affecting the Company or any other Person. Whenever in this
Agreement a Covered Person is permitted or required to make a decision in such Covered
Person's "good faith," the Covered Person shall act under such express standard and shall
not be subject to any other or different standard imposed by this Agreement or any other
Applicable Law.]

Section VIII.03 Indemnification. 

(a) Indemnification. To the fullest extent permitted by the Delaware Act, as

the same now exists or may hereafter be amended, substituted or replaced (but, in the
case of any such amendment, substitution or replacement, only to the extent that such
amendment, substitution or replacement permits the Company to provide broader
indemnification rights than the Delaware Act permitted the Company to provide prior to
such amendment, substitution or replacement), the Company shall indemnify, hold
harmless, defend, pay and reimburse any Covered Person against any and all losses,
claims, damages, judgments, fines or liabilities, including reasonable legal fees or other
expenses incurred in investigating or defending against such losses, claims, damages,
judgments, fines or liabilities, and any amounts expended in settlement of any claims
(collectively, "Losses") to which such Covered Person may become subject by reason of:

29
 (i) any act or omission or alleged act or omission performed or
omitted to be performed on behalf of the Company, any Member or any direct or
indirect Subsidiary of the foregoing in connection with the Business of the
Company; or

(ii) such Covered Person being or acting in connection with the

Business of the Company as a member, stockholder, Affiliate, manager, director,
officer, employee or agent of the Company, any Member, or any of their
respective Affiliates, or that such Covered Person is or was serving at the request
of the Company as a member, manager, director, officer, employee or agent of
any Person including the Company;

provided, that (x) such Covered Person acted in good faith and in a
manner believed by such Covered Person to be in, or not opposed to, the best interests of
the Company and within the scope of such Covered Person's authority conferred on him
or it by the Company and, with respect to any criminal proceeding, had no reasonable
cause to believe his conduct was unlawful, and (y) such Covered Person's conduct did not
constitute fraud, gross negligence, willful misconduct or a material breach or knowing
violation of this Agreement by such Covered Person[, in each case as determined by a
final, nonappealable order of a court of competent jurisdiction]. In connection with the
foregoing, the termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the Covered Person did not act in good faith or, with
respect to any criminal proceeding, had reasonable cause to believe that such Covered
Person's conduct was unlawful, or that the Covered Person's conduct constituted fraud,
gross negligence, willful misconduct or a material breach or knowing violation of this
Agreement.

(b) [Control of Defense. Upon a Covered Person's discovery of any claim,

lawsuit or other proceeding relating to any Losses for which such Covered Person may be
indemnified pursuant to this 29Section VIII.03, the Covered Person shall give prompt
written notice to the Company of such claim, lawsuit or proceeding, provided, that the
failure of the Covered Person to provide such notice shall not relieve the Company of any
indemnification obligation under this 29Section VIII.03, unless the Company shall have
been materially prejudiced thereby. Subject to the approval of the disinterested Members,
the Company shall be entitled to participate in or assume the defense of any such claim,
lawsuit or proceeding at its own expense. After notice from the Company to the Covered
Person of its election to assume the defense of any such claim, lawsuit or proceeding, the
Company shall not be liable to the Covered Person under this Agreement or otherwise for
any legal or other expenses subsequently incurred by the Covered Person in connection
with investigating, preparing to defend or defending any such claim, lawsuit or other
proceeding. If the Company does not elect (or fails to elect) to assume the defense of any
such claim, lawsuit or proceeding, the Covered Person shall have the right to assume the
defense of such claim, lawsuit or proceeding as it deems appropriate, but it shall not settle
any such claim, lawsuit or proceeding without the consent of the Company (which
consent shall not be unreasonably withheld, conditioned or delayed).]

30
 (c) Reimbursement. The Company shall promptly reimburse (and/or advance
to the extent reasonably required) each Covered Person for reasonable legal or other
expenses (as incurred) of such Covered Person in connection with investigating,
preparing to defend or defending any claim, lawsuit or other proceeding relating to any
Losses for which such Covered Person may be indemnified pursuant to this 29Section
VIII.03; provided, that if it is finally judicially determined that such Covered Person is
not entitled to the indemnification provided by this 29Section VIII.03, then such Covered
Person shall promptly reimburse the Company for any reimbursed or advanced expenses.

(d) Entitlement to Indemnity. The indemnification provided by this

29Section VIII.03 shall not be deemed exclusive of any other rights to indemnification to
which those seeking indemnification may be entitled under any agreement or otherwise.
The provisions of this 29Section VIII.03 shall continue to afford protection to each
Covered Person regardless of whether such Covered Person remains in the position or
capacity pursuant to which such Covered Person became entitled to indemnification
under this 29Section VIII.03 and shall inure to the benefit of the executors,
administrators, legatees and distributees of such Covered Person.

(e) Insurance. To the extent available on commercially reasonable terms, the

Company may purchase, at its expense, insurance to cover Losses covered by the
foregoing indemnification provisions and to otherwise cover Losses for any breach or
alleged breach by any Covered Person of such Covered Person's duties in such amount
and with such deductibles as the Managing Member may reasonably determine; provided,
that the failure to obtain such insurance shall not affect the right to indemnification of any
Covered Person under the indemnification provisions contained herein, including the
right to be reimbursed or advanced expenses or otherwise indemnified for Losses
hereunder. If any Covered Person recovers any amounts in respect of any Losses from
any insurance coverage, then such Covered Person shall, to the extent that such recovery
is duplicative, reimburse the Company for any amounts previously paid to such Covered
Person by the Company in respect of such Losses.

(f) Funding of Indemnification Obligation. Notwithstanding anything

contained herein to the contrary, any indemnity by the Company relating to the matters
covered in this 29Section VIII.03 shall be provided out of and to the extent of Company
assets only, and no Member (unless such Member otherwise agrees in writing) shall have
personal liability on account thereof or shall be required to make additional Capital
Contributions to help satisfy such indemnity by the Company.

(g) Savings Clause. If this 29Section VIII.03 or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the Company shall
nevertheless indemnify and hold harmless each Covered Person pursuant to this Section
8.03 to the fullest extent permitted by any applicable portion of this Section 8.03 that
shall not have been invalidated and to the fullest extent permitted by Applicable Law.

(h) Amendment. The provisions of this 29Section VIII.03 shall be a contract

between the Company, on the one hand, and each Covered Person who served in such
capacity at any time while this Section 8.03 is in effect, on the other hand, pursuant to

31
 which the Company and each such Covered Person intend to be legally bound. No
amendment, modification or repeal of this Section 8.03 that adversely affects the rights of
a Covered Person to indemnification for Losses incurred or relating to a state of facts
existing prior to such amendment, modification or repeal shall apply in such a way as to
eliminate or reduce such Covered Person's entitlement to indemnification for such Losses
without the Covered Person's prior written consent.

Section VIII.04 Survival. The provisions of this 28ARTICLE VIII shall survive
the dissolution, liquidation, winding up and termination of the Company.

ARTICLE IX
TRANSFER

Section IX.01 Restrictions on Transfer. 

(a) Except as otherwise provided in this 32ARTICLE IX or in 26Section

VII.07, no Member shall Transfer all or any portion of its Membership Interest in the
Company without the written consent of the other Member (which consent may be
granted or withheld in the sole discretion of the other Member). No Transfer of
Membership Interests to a Person not already a Member of the Company shall be deemed
completed until the prospective Transferee is admitted as a Member of the Company in
accordance with 18(b) hereof.

(b) Notwithstanding any other provision of this Agreement (including

33Section IX.02), each Member agrees that it will not Transfer all or any portion of its
Membership Interest in the Company, and the Company agrees that it shall not issue any
Membership Interests:

(i) except as permitted under the Securities Act and other applicable
federal or state securities or blue sky laws, and then, with respect to a Transfer of
Membership Interests, only upon delivery to the Company of an opinion of
counsel in form and substance satisfactory to the Company to the effect that such
Transfer may be effected without registration under the Securities Act;

(ii) if such Transfer or issuance would cause the Company to be

considered a "publicly traded partnership" under Section 7704(b) of the Code
within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii), including
the look-through rule in Treasury Regulations Section 1.7704-1(h)(3);

(iii) if such Transfer or issuance would affect the Company's existence

or qualification as a limited liability company under the Delaware Act;

(iv) if such Transfer or issuance would cause the Company to lose its
status as a partnership for federal income tax purposes;

32
 (v) if such Transfer or issuance would cause the Company to be
required to register as an investment company under the Investment Company Act
of 1940, as amended; or

(vi) if such Transfer or issuance would cause the assets of the

Company to be deemed "Plan Assets" as defined under the Employee Retirement
Income Security Act of 1974 or its accompanying regulations or result in any
"prohibited transaction" thereunder involving the Company.

(c) Any Transfer or attempted Transfer of any Membership Interest in

violation of this Agreement shall be null and void, no such Transfer shall be recorded on
the Company's books and the purported Transferee in any such Transfer shall not be
treated (and the purported Transferor shall continue be treated) as the owner of such
Membership Interest for all purposes of this Agreement.

(d) For the avoidance of doubt, any Transfer of a Membership Interest

permitted by this Agreement shall be deemed a sale, transfer, assignment or other
disposal of such Membership Interest in its entirety as intended by the parties to such
Transfer, and shall not be deemed a sale, transfer, assignment or other disposal of any
less than all of the rights and benefits described in the definition of the term "Membership
Interest," unless otherwise explicitly agreed to by the parties to such Transfer.

Section IX.02 Permitted Transfers. The provisions of 32(a) shall not apply to any
Transfer by any Member of all or any portion of its Membership Interest to its Affiliate.

ARTICLE X
ACCOUNTING; TAX MATTERS

Section X.01 Financial Statements. The Company shall furnish to each Member the
following reports:

(a) Annual Financial Statements. As soon as available, and in any event

within [one hundred twenty (120)/[NUMBER]] days after the end of each Fiscal Year,
audited consolidated balance sheets of the Company as at the end of each such Fiscal
Year and audited consolidated statements of income, cash flows and Members' equity for
such Fiscal Year, in each case setting forth in comparative form the figures for the
previous Fiscal Year, accompanied by the certification of independent certified public
accountants of recognized national standing selected by the Managing Member,
certifying to the effect that, except as set forth therein, such financial statements have
been prepared in accordance with GAAP, applied on a basis consistent with prior years,
and fairly present in all material respects the financial condition of the Company as of the
dates thereof and the results of their operations and changes in their cash flows and
Members' equity for the periods covered thereby.

(b) Quarterly Financial Statements. As soon as available, and in any event

within [forty-five (45)/[NUMBER]] days after the end of each quarterly accounting
period in each Fiscal Year (other than the last fiscal quarter of the Fiscal Year), unaudited

33
 consolidated balance sheets of the Company as at the end of each such fiscal quarter and
for the current Fiscal Year to date and unaudited consolidated statements of income, cash
flows and Members' equity for such fiscal quarter and for the current Fiscal Year to date,
in each case setting forth in comparative form the figures for the corresponding periods of
the previous fiscal quarter, all in reasonable detail and all prepared in accordance with
GAAP, consistently applied (subject to normal year-end audit adjustments and the
absence of notes thereto), and certified by the principal financial or accounting officer of
the Company.

(c) Monthly Financial Statements. As soon as available, and in any event

within [thirty (30)/[NUMBER]] days after the end of each monthly accounting period in
each fiscal quarter (other than the last month of the fiscal quarter), unaudited consolidated
balance sheets of the Company as at the end of each such monthly period and for the
current Fiscal Year to date and unaudited consolidated statements of income, cash flows
and Members' equity for each such monthly period and for the current Fiscal Year to
date, all in reasonable detail and all prepared in accordance with GAAP, consistently
applied (subject to normal year-end audit adjustments and the absence of notes thereto).

Section X.02 Inspection Rights. Upon reasonable notice from a Member, the Company
shall afford such Member and its Representatives access during normal business hours to (i) the
Company's properties[, offices, plants and other facilities]; (ii) the corporate, financial and
similar records, reports and documents of the Company, including all books and records, minutes
of proceedings, internal management documents, reports of operations, reports of adverse
developments, copies of any management letters and communications with Members (including
the Managing Member), and to permit each Member and its Representatives to examine such
documents and make copies thereof or extracts therefrom; and (iii) any Officers, senior
employees and accountants of the Company, and to afford each Member and its Representatives
the opportunity to discuss and advise on the affairs, finances and accounts of the Company with
such Officers, senior employees and accountants (and the Company hereby authorizes such
employees and accountants to discuss with such Member and its Representatives such affairs,
finances and accounts); provided that (x) the requesting Member shall bear its own expenses and
all reasonable expenses incurred by the Company in connection with any inspection or
examination requested by such Member pursuant to this 34Section X.02 and (y) if the Company
provides or makes available any report or written analysis for any Member pursuant to this
34Section X.02, it shall promptly provide or make available such report or analysis to or for the
other Member.

Section X.03 Income Tax Status. It is the intent of this Company and the Members that
this Company shall be treated as a partnership for U.S., federal, state and local income tax
purposes. Neither the Company nor any Member shall make an election for the Company to be
classified as other than a partnership pursuant to Treasury Regulations Section 301.7701-3.

Section X.04 Tax Matters Representative. 

(a) Appointment; Resignation. The Members hereby appoint the Managing

Member as the "partnership representative" as provided in Code Section 6223(a) (the
"Tax Matters Representative"). The Members hereby appoint [PERSON ACTING AS

34
DESIGNATED INDIVIDUAL] as the sole person authorized to act on behalf of the Tax
Matters Representative in US federal tax audits and proceedings (the "Designated
Individual"). The Designated Individual may resign at any time. The Designated
Individual may be removed at any time by the Tax Matters Representative. The Tax
Matters Representative shall resign if it is no longer a Member, and the Designated
Individual shall resign if it is no longer a[n] [EMPLOYEE/OFFICER/OTHER STATUS]
of [ENTITY]. In the event of the resignation of the Tax Matters Representative, the Non-
Managing Member shall select a replacement. In the event of the resignation or removal
of the Designated Individual, the Tax Matters Representative shall select a replacement.

(b) Tax Examinations and Audits. The Tax Matters Representative is

authorized and required to represent the Company (at the Company's expense) in
connection with all examinations of the Company's affairs by Taxing Authorities,
including resulting administrative and judicial proceedings, and to expend Company
funds for professional services and costs associated therewith. [The Tax Matters
Representative shall have sole authority to act on behalf of the Company in any such
examinations and any resulting administrative or judicial proceedings, and shall have sole
discretion to determine whether the Company (either on its own behalf or on behalf of the
Members) will contest or continue to contest any tax deficiencies assessed or proposed to
be assessed by any Taxing Authority.] OR [The Tax Matters Representative shall
promptly notify the Non-Managing Member in writing of the commencement of any tax
audit of the Company, upon receipt of a tax assessment and upon the receipt of a notice
of final partnership adjustment. Without the consent of the Non-Managing Member, the
Tax Matters Representative shall not extend the statute of limitations, file a request for
administrative adjustment, file suit relating to any Company tax refund or deficiency or
enter into any settlement agreement relating to items of income, gain, loss or deduction of
the Company with any Taxing Authority.]

(c) US Federal Tax Proceedings. To the extent permitted by applicable law

and regulations, the Tax Matters Representative shall cause the Company to annually
elect out of the partnership audit procedures set forth in Subchapter C of Chapter 63 of
the Code as amended by the BBA (the "Revised Partnership Audit Rules") pursuant to
Code Section 6221(b). For any year in which applicable law and regulations do not
permit the Company to elect out of the Revised Partnership Audit Rules, then within
forty-five (45) days of any notice of final partnership adjustment, the Tax Matters
Representative shall cause the Company to elect the alternative procedure under Code
Section 6226, and furnish to the Internal Revenue Service and each Member during the
year or years to which the notice of final partnership adjustment relates a statement of the
Member's share of any adjustment set forth in the notice of final partnership adjustment.

(d) Tax Returns and Tax Deficiencies. Each Member agrees that such
Member shall not treat any Company item inconsistently on such Member's federal, state,
foreign or other income tax return with the treatment of the item on the Company's
return. Any deficiency for taxes imposed on any Member (including penalties, additions
to tax or interest imposed with respect to such taxes and any taxes imposed pursuant to
Code Section 6226) will be paid by such Member and if required to be paid (and actually
paid) by the Company, will be recoverable from such Member as provided in 23(d).

35
 (e) Section 754. The Tax Matters Representative will make an election under
Code Section 754, if requested in writing by another Member.

(f) [Indemnification. The Company shall defend, indemnify, and hold

harmless the Tax Matters Representative against any and all liabilities sustained as a
result of any act or decision concerning Company tax matters and within the scope of
such Member's responsibilities as Tax Matters Representative, so long as such act or
decision was done or made in good faith and does not constitute gross negligence or
willful misconduct.]

Section X.05 Tax Returns. At the expense of the Company, the Managing Member (or
any Officer that it may designate pursuant to 25Section VII.03) shall endeavor to cause the
preparation and timely filing (including extensions) of all tax returns required to be filed by the
Company pursuant to the Code as well as all other required tax returns in each jurisdiction in
which the Company own property or do business. [The Managing Member shall provide the
Non-Managing Member, for its review and comment, copies of all tax returns prior to the filing
thereof.] As soon as reasonably possible after the end of each Fiscal Year, the Managing
Member or designated Officer will cause to be delivered to each Person who was a Member at
any time during such Fiscal Year, IRS Schedule K-1 to Form 1065 and such other information
with respect to the Company as may be necessary for the preparation of such Person's federal,
state and local income tax returns for such Fiscal Year.

Section X.06 Company Funds. All funds of the Company shall be deposited in its
name, or in such name as may be designated by the Managing Member, in such checking,
savings or other accounts, or held in its name in the form of such other investments as shall be
designated by the Managing Member. The funds of the Company shall not be commingled with
the funds of any other Person. All withdrawals of such deposits or liquidations of such
investments by the Company shall be made exclusively upon the signature or signatures of such
Officer or Officers as the Managing Member may designate.

ARTICLE XI
DISSOLUTION AND LIQUIDATION

Section XI.01 Events of Dissolution. The Company shall be dissolved and its affairs
wound up only upon the occurrence of any of the following events:

(a) The determination of the Members to dissolve the Company;

(b) The Bankruptcy of a Member, unless within [NUMBER] days after the
occurrence of such Bankruptcy, the other Member agrees in writing to continue the
business of the Company;

(c) At the election of a non-defaulting Member, in its sole discretion, if the

other Member breaches any material covenant, duty or obligation under this Agreement
(including a Member's obligation to make Additional Capital Contributions pursuant to
14Section III.02), which breach remains uncured for [NUMBER] days after written
notice of such breach was received by the defaulting Member;

36
 (d) The sale, exchange, involuntary conversion, or other disposition or
Transfer of all or substantially all the assets of the Company; or

(e) The entry of a decree of judicial dissolution under § 18-802 of the

Delaware Act.

Section XI.02 Effectiveness of Dissolution. Dissolution of the Company shall be

effective on the day on which the event described in 36Section XI.01 occurs, but the Company
shall not terminate until the winding up of the Company has been completed, the assets of the
Company have been distributed as provided in 37Section XI.03and the Certificate of Formation
shall have been cancelled as provided in 38Section XI.04.

Section XI.03 Liquidation. If the Company is dissolved pursuant to 36Section XI.01,

the Company shall be liquidated and its business and affairs wound up in accordance with the
Delaware Act and the following provisions:

(a) Liquidator. The Managing Member shall act as liquidator to wind up the
Company (the "Liquidator"), unless the Company is being dissolved pursuant to 36(b)
or 36(c) based on the Bankruptcy or a breach by the Managing Member, in which case
the Liquidator shall be the Non-Managing Member. The Liquidator shall have full power
and authority to sell, assign, and encumber any or all of the Company's assets and to wind
up and liquidate the affairs of the Company in an orderly and business-like manner.

(b) Accounting. As promptly as possible after dissolution and again after

final liquidation, the Liquidator shall cause a proper accounting to be made by a
recognized firm of certified public accountants of the Company's assets, liabilities and
operations through the last day of the calendar month in which the dissolution occurs or
the final liquidation is completed, as applicable.

(c) Distribution of Proceeds. The Liquidator shall liquidate the assets of the
Company and distribute the proceeds of such liquidation in the following order of
priority, unless otherwise required by mandatory provisions of Applicable Law:

(i) first, to the payment of all of the Company's debts and liabilities to
its creditors (including Members, if applicable) and the expenses of liquidation
(including sales commissions incident to any sales of assets of the Company);

(ii) second, to the establishment of and additions to reserves that are

determined by the Liquidator to be reasonably necessary for any contingent
unforeseen liabilities or obligations of the Company; and

(iii) third, to the Members in accordance with the positive balances in

their respective Capital Accounts, as determined after taking into account all
Capital Account adjustments for the taxable year of the Company during which
the liquidation of the Company occurs.

(d) Discretion of Liquidator. Notwithstanding the provisions of 37(c) that

require the liquidation of the assets of the Company, but subject to the order of priorities

37
 set forth in 37(c), if upon dissolution of the Company the Liquidator reasonably
determines that an immediate sale of part or all of the Company's assets would be
impractical or could cause undue loss to the Members, the Liquidator may defer the
liquidation of any assets except those necessary to satisfy Company liabilities and
reserves, and may[, upon unanimous consent of the Members,] distribute to the Members,
in lieu of cash, as tenants in common and in accordance with the provisions of 37(c),
undivided interests in such Company assets as the Liquidator deems not suitable for
liquidation. Any such distribution in kind shall be subject to such conditions relating to
the disposition and management of such properties as the Liquidator deems reasonable
and equitable and to any agreements governing the operating of such properties at such
time. For purposes of any such distribution, any property to be distributed will be valued
at its Fair Market Value, as determined by the Liquidator in good faith.

Section XI.04 Cancellation of Certificate. Upon completion of the distribution of the

assets of the Company as provided in 37(c) hereof, the Company shall be terminated and the
Liquidator shall cause the cancellation of the Certificate of Formation in the State of Delaware
and of all qualifications and registrations of the Company as a foreign limited liability company
in jurisdictions other than the State of Delaware and shall take such other actions as may be
necessary to terminate the Company.

Section XI.05 Survival of Rights, Duties and Obligations. Dissolution, liquidation,

winding up or termination of the Company for any reason shall not release any party from any
Loss that at the time of such dissolution, liquidation, winding up or termination already had
accrued to any other party or thereafter may accrue in respect of any act or omission prior to such
dissolution, liquidation, winding up or termination. For the avoidance of doubt, none of the
foregoing shall replace, diminish or otherwise adversely affect any Member's right to
indemnification pursuant to 29Section VIII.03.

Section XI.06 Recourse for Claims. Each Member shall look solely to the assets of the
Company for all distributions with respect to the Company, such Member's Capital Account, and
such Member's share of Net Income, Net Loss and other items of income, gain, loss and
deduction, and shall have no recourse therefor (upon dissolution or otherwise) against the
Liquidator or any other Member.

ARTICLE XII
MISCELLANEOUS

Section XII.01 Expenses. Except as otherwise expressly provided herein, all costs
and expenses, including fees and disbursements of counsel, financial advisors and accountants,
incurred in connection with the preparation and execution of this Agreement, or any amendment
or waiver hereof, and the transactions contemplated hereby shall be paid by the party incurring
such costs and expenses.

Section XII.02 Further Assurances. In connection with this Agreement and the
transactions contemplated hereby, the Company and each Member hereby agrees, at the request
of the Company or any other Member, to execute and deliver such additional documents,

38
instruments, conveyances and assurances and to take such further actions as may be required to
carry out the provisions hereof and give effect to the transactions contemplated hereby.

Section XII.03 Confidentiality. 

(a) Each Member acknowledges that during the term of this Agreement, it
will have access to and become acquainted with trade secrets, proprietary information
and confidential information belonging to the Company and its Affiliates that are not
generally known to the public, including, but not limited to, information concerning
business plans, financial statements and other information provided pursuant to this
Agreement, operating practices and methods, expansion plans, strategic plans, marketing
plans, contracts, customer lists or other business documents that the Company treats as
confidential, in any format whatsoever (including oral, written, electronic or any other
form or medium) (collectively, "Confidential Information"). In addition, each Member
acknowledges that: (i) the Company has invested, and continues to invest, substantial
time, expense and specialized knowledge in developing its Confidential Information; (ii)
the Confidential Information provides the Company with a competitive advantage over
others in the marketplace; and (iii) the Company would be irreparably harmed if the
Confidential Information were disclosed to competitors or made available to the public.
Without limiting the applicability of any other agreement to which any Member is
subject, no Member shall, directly or indirectly, disclose or use (other than solely for the
purposes of such Member monitoring and analyzing its investment in the Company) [at
any time], including, without limitation, use for personal, commercial or proprietary
advantage or profit, [either during its association with the Company or thereafter,] any
Confidential Information of which such Member is or becomes aware. Each Member in
possession of Confidential Information shall take all appropriate steps to safeguard such
information and to protect it against disclosure, misuse, espionage, loss and theft.

(b) Nothing contained in 39(a) shall prevent any Member from disclosing
Confidential Information: (i) upon the order of any court or administrative agency; (ii)
upon the request or demand of any regulatory agency or authority having jurisdiction
over such Member; (iii) to the extent compelled by legal process or required or requested
pursuant to subpoena, interrogatories or other discovery requests; (iv) to the extent
necessary in connection with the exercise of any remedy hereunder; (v) to the other
Member; (vi) to such Member's Representatives who, in the reasonable judgment of such
Member, need to know such Confidential Information and agree to be bound by the
provisions of this 39Section XII.03 as if a Member; or (vii) to any potential Permitted
Transferee in connection with a proposed Transfer of Membership Interests from such
Member, as long as such Transferee agrees to be bound by the provisions of this
39Section XII.03 as if a Member; provided, that in the case of clause (i), (ii) or (iii), such
Member shall notify the Company and other Member of the proposed disclosure as far in
advance of such disclosure as practicable (but in no event make any such disclosure
before notifying the Company and other Member) and use reasonable efforts to ensure
that any Confidential Information so disclosed is accorded confidential treatment
satisfactory to the Company, when and if available.

39
 (c) The restrictions of 39(a) shall not apply to Confidential Information that:
(i) is or becomes generally available to the public other than as a result of a disclosure by
a Member in violation of this Agreement; (ii) is or has been independently developed or
conceived by such Member without use of Confidential Information; or (iii) becomes
available to such Member or any of its Representatives on a non-confidential basis from a
source other than the Company, the other Member or any of their respective
Representatives, provided, that such source is not known by the receiving Member to be
bound by a confidentiality agreement regarding the Company.

(d) [The obligations of each Member under this 39Section XII.03 shall
survive (i) the termination, dissolution, liquidation and winding up of the Company, (ii)
the withdrawal of such Member from the Company, and (iii) such Member's Transfer of
its Membership Interests.

OR

The obligations of each Member under this 39Section XII.03 shall survive
for so long as such Member remains a Member, and for [NUMBER] years following the
earlier of (i) termination, dissolution, liquidation and winding up of the Company, (ii) the
withdrawal of such Member from the Company, and (iii) such Member's Transfer of its
Membership Interests.]

Section XII.04 Notices. All notices, requests, consents, claims, demands,

waivers and other communications hereunder shall be in writing and shall be deemed to
have been given: (a) when delivered by hand (with written confirmation of receipt); (b)
when received by the addressee if sent by a nationally recognized overnight courier (receipt
requested); (c) on the date sent by facsimile or e-mail of a PDF document (with
confirmation of transmission) if sent during normal business hours of the recipient, and on
the next Business Day if sent after normal business hours of the recipient; or (d) on the
[third/[NUMBER]] day after the date mailed, by certified or registered mail, return receipt
requested, postage prepaid. Such communications must be sent to the respective parties at
the following addresses (or at such other address for a party as shall be specified in a notice
given in accordance with this 40Section XII.04):

If to the Company: [COMPANY ADDRESS]

Facsimile: [FAX NUMBER]
E-mail: [E-MAIL ADDRESS]
Attention: [TITLE OF OFFICER TO
RECEIVE NOTICES]
with a copy to: [COMPANY LAW FIRM]
Facsimile: [FAX NUMBER]
E-mail: [E-MAIL ADDRESS]
Attention: [ATTORNEY NAME]

40
If to Majority Member: [MAJORITY MEMBER ADDRESS]
Facsimile: [FAX NUMBER]
E-mail: [E-MAIL ADDRESS]
Attention: [TITLE OF OFFICER TO
RECEIVE NOTICES]
with a copy to: [MAJORITY MEMBER LAW FIRM]
Facsimile: [FAX NUMBER]
E-mail: [E-MAIL ADDRESS]
Attention: [ATTORNEY NAME]
If to Minority Member: [MINORITY MEMBER ADDRESS]
Facsimile: [FAX NUMBER]
E-mail: [E-MAIL ADDRESS]
Attention: [TITLE OF OFFICER TO
RECEIVE NOTICES]
with a copy to: [MINORITY MEMBER LAW FIRM]
Facsimile: [FAX NUMBER]
E-mail: [E-MAIL ADDRESS]
Attention: [ATTORNEY NAME]
Section XII.05 Headings. The headings in this Agreement are inserted for
convenience or reference only and are in no way intended to describe, interpret, define, or limit
the scope, extent or intent of this Agreement or any provision of this Agreement.

Section XII.06 Severability. If any term or provision of this Agreement is held to

be invalid, illegal or unenforceable under Applicable Law in any jurisdiction, such invalidity,
illegality or unenforceability shall not affect any other term or provision of this Agreement or
invalidate or render unenforceable such term or provision in any other jurisdiction. Except as
provided in 31(g), upon such determination that any term or other provision is invalid, illegal or
unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible in a mutually acceptable manner in
order that the transactions contemplated hereby be consummated as originally contemplated to
the greatest extent possible.

Section XII.07 Entire Agreement. This Agreement, together with the Certificate
of Formation and all related Exhibits and Schedules, constitutes the sole and entire agreement of
the parties to this Agreement with respect to the subject matter contained herein and therein, and
supersedes all prior and contemporaneous understandings, agreements, representations and
warranties, both written and oral, with respect to such subject matter.

41
 Section XII.08 Successors and Assigns. Subject to the restrictions on Transfers
set forth herein, this Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective heirs, executors, administrators, successors and permitted assigns.
This Agreement may not be assigned by any Member except as permitted by this Agreement and
any assignment in violation of this Agreement shall be null and void.

Section XII.09 No Third-Party Beneficiaries. Except as provided in

28ARTICLE VIII, which shall be for the benefit of and enforceable by Covered Persons as
described therein, this Agreement is for the sole benefit of the parties hereto (and their respective
heirs, executors, administrators, successors and assigns) and nothing herein, express or implied,
is intended to or shall confer upon any other Person, including any creditor of the Company, any
legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this
Agreement.

Section XII.10 Amendment. No provision of this Agreement may be amended or

modified except by an instrument in writing executed by both of the Members. Any such written
amendment or modification will be binding upon the Company and each Member.
Notwithstanding the foregoing, amendments to Schedule A that are necessary to reflect any new
issuance, redemption, repurchase or Transfer of Membership Interests in accordance with this
Agreement may be made by the Managing Member without the consent of or execution by the
Members.

Section XII.11 Waiver. No waiver by any party of any of the provisions hereof
shall be effective unless explicitly set forth in writing and signed by the party so waiving. No
waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or
default not expressly identified by such written waiver, whether of a similar or different
character, and whether occurring before or after that waiver. No failure to exercise, or delay in
exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be
construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power
or privilege hereunder preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege. For the avoidance of doubt, nothing contained in this
38Section XII.01 shall diminish any of the explicit and implicit waivers described in this
Agreement, including in 43Section XII.14 hereof.

Section XII.12 Governing Law. All issues and questions concerning the
application, construction, validity, interpretation and enforcement of this Agreement shall be
governed by and construed in accordance with the internal laws of the State of Delaware, without
giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware
or any other jurisdiction) that would cause the application of laws of any jurisdiction other than
those of the State of Delaware.

Section XII.13 Submission to Jurisdiction. The parties hereby agree that any
suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out
of or in connection with, this Agreement or the transactions contemplated hereby, whether in
contract, tort or otherwise, shall be brought in the United States District Court for the District of
Delaware or in the Court of Chancery of the State of Delaware (or, if such court lacks subject
matter jurisdiction, in the Superior Court of the State of Delaware), so long as one of such courts

42
shall have subject-matter jurisdiction over such suit, action or proceeding, and that any case of
action arising out of this Agreement shall be deemed to have arisen from a transaction of
business in the State of Delaware. Each of the parties hereby irrevocably consents to the
jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit,
action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection
that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding
in any such court or that any such suit, action or proceeding that is brought in any such court has
been brought in an inconvenient form. Service of process, summons, notice or other document
by registered mail to the address set forth in 40Section XII.04 shall be effective service of
process for any suit, action or other proceeding brought in any such court.

Section XII.14 Waiver of Jury Trial. Each party hereto hereby acknowledges
and agrees that any controversy that may arise under this Agreement is likely to involve
complicated and difficult issues and, therefore, each such party irrevocably and unconditionally
waives any right it may have to a trial by jury in respect of any legal action arising out of or
relating to this Agreement or the transactions contemplated hereby.

Section XII.15 Equitable Remedies. Each party hereto acknowledges that a

breach or threatened breach by such party of any of its obligations under this Agreement would
give rise to irreparable harm to the other parties, for which monetary damages would not be an
adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by such
party of any such obligations, each of the other parties hereto shall, in addition to any and all
other rights and remedies that may be available to them in respect of such breach, be entitled to
equitable relief, including a temporary restraining order, an injunction, specific performance and
any other relief that may be available from a court of competent jurisdiction (without any
requirement to post bond).

Section XII.16 [Attorneys' Fees. In the event that any party hereto institutes any
legal suit, action or proceeding, including arbitration, against another party in respect of a matter
arising out of or relating to this Agreement, the prevailing party in the suit, action or proceeding
shall be entitled to receive, in addition to all other damages to which it may be entitled, the costs
incurred by such party in conducting the suit, action or proceeding, including reasonable
attorneys' fees and expenses and court costs.]

Section XII.17 Remedies Cumulative. The rights and remedies under this
Agreement are cumulative and are in addition to and not in substitution for any other rights and
remedies available at law or in equity or otherwise, except to the extent expressly provided in
29Section VIII.02 to the contrary.

Section XII.18 Counterparts. This Agreement may be executed in counterparts,

each of which shall be deemed an original, but all of which together shall be deemed to be one
and the same agreement. A signed copy of this Agreement delivered by facsimile, email or other
means of Electronic Transmission shall be deemed to have the same legal effect as delivery of an
original signed copy of this Agreement.

[SIGNATURE PAGE FOLLOWS]

43
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of
the date first written above by their respective officers thereunto duly authorized.
The Company:
 
[COMPANY NAME]
 
By:_____________________
Name:
Title:
The Members:
 
[MEMBER NAME]
 
By:_____________________
Name:
Title:
[MEMBER NAME]
 
By:_____________________
Name:
Title:

44
 EXHIBIT A

FORM OF JOINDER AGREEMENT

45
 SCHEDULE A

MEMBERS SCHEDULE

Member Name and Address Membership Interest

[MEMBER NAME AND ADDRESS] [PERCENTAGE]
[MEMBER NAME AND ADDRESS] [PERCENTAGE]
Total: 100%

46
SCHEDULE B

BUDGET

47