Preview | Limited Liability Company Agreement |

ARTICLE I FORMATION OF THE COMPANY			3
	Section 1.1	Formation of the Company.	3
	Section 1.2	Name	3
	Section 1.3	Business of the Company	3
	Section 1.4	Location of Principal Office of the Company	4
	Section 1.5	Registered Agent	4
	Section 1.6	Term	4

ARTICLE II DEFINITIONS			4

ARTICLE III CAPITAL CONTRIBUTIONS			6
	Section 3.1	Capital Contributions	6
	Section 3.2	No Interest Paid on Capital Contribution(s)	7
	Section 3.3	Withdrawal and Return of Capital Contributions	7

ARTICLE IV ALLOCATION OF NET INCOME AND NET LOSS			7
	Section 4.1	Allocation of Net Income and Net Loss	7
	Section 4.2	Other Allocation Provisions	7
	Section 4.3	Allocations for Income Tax Purposes	8
	Section 4.4	Withholding	8

ARTICLE V DISTRIBUTIONS			8
	Section 5.1	Distributions Generally	8
	Section 5.2	Limitations on Distributions.	9
	Section 5.3	Reserves	9

ARTICLE VI BOOKS OF ACCOUNT; RECORDS AND REPORTS; FISCAL YEAR			9
	Section 6.1	Books and Records.	9
	Section 6.2	Reports	10
	Section 6.3	Fiscal Year	10

ARTICLE VII POWERS, RIGHTS AND DUTIES OF THE MEMBERS			10
	Section 7.1	Limitations	10
	Section 7.2	Liability	10
	Section 7.3	Priority	10
	Section 7.4	Restriction on Acquisition	10
	Section 7.5	No Limitation on Managing Member	10

ARTICLE VIII POWERS, RIGHTS AND DUTIES OF THE MANAGING MEMBER			10
	Section 8.1	Authority, Power and Duties of the Managing Member	10

	Section 8.2	Company Funds	11
	Section 8.3	Limits on Managing Member's Powers	11
	Section 8.4	Tax Matters Partner	11
	Section 8.5	Exculpation; Modification of Duties.	12
	Section 8.6	Exculpation and Indemnification of the Members.	12
	Section 8.7	Expenses	13
	Section 8.8	Activities of Managing Member; Conflicts of Interest	13
	Section 8.9	Removal and Replacement of the Managing Member	15

ARTICLE IX TRANSFERS			15
	Section 9.1	Transfers Generally	15
	Section 9.2	Transfers of Interests of Members.	15
	Section 9.3	Consequences of Transfers.	16
	Section 9.4	Transferee to Succeed to Transferor's Capital Account	16
	Section 9.5	Additional Filings	16
	Section 9.6	Safe Harbor Election in Connection with Certain Transfers	16

ARTICLE X WITHDRAWAL OF MEMBERS; TERMINATION OF THE COMPANY; LIQUIDATION AND DISTRIBUTION OF ASSETS			17
	Section 10.1	Withdrawal of Members	17
	Section 10.2	Dissolution of the Company.	17
	Section 10.3	Distribution in Liquidation.	18
	Section 10.4	Final Statement of Assets and Liabilities	19
	Section 10.5	No Deficit Restoration Obligation	19
	Section 10.6	Termination of the Company	19

ARTICLE XI ADMISSION OF ADDITIONAL MEMBERS			19
	Section 11.1	Admission of Additional Members	19

ARTICLE XII NOTICES AND VOTING			20
	Section 12.1	Notices	20
	Section 12.2	Voting	20

ARTICLE XIII AMENDMENT OF AGREEMENT			20
	Section 13.1	Amendments.	20
	Section 13.2	Amendment of Certificate	20
	Section 13.3	Power of Attorney	20

ARTICLE XIV MISCELLANEOUS			21
	Section 14.1	Entire Agreement	21
	Section 14.2	Applicable Law	21
	Section 14.3	Effect	22
	Section 14.4	Survival	22
	Section 14.5	Pronouns and Number	22
	Section 14.6	Captions	22
	Section 14.7	Partial Enforceability	22

	Section 14.8	Counterparts	22
	Section 14.9	No Third Party Beneficiaries	22