Limited Liability Company Operating Agreement - Limited Liability Company (Page 3 of 7) in pdf

3.2

DISTRIBUTIONS. The Members shall determine and distribute available funds annually

or at more frequent intervals as they see fit. Available funds, as referred to herein, shall

mean the net cash of the Company available after appropriate provision for expenses

and liabilities, as determined by the Managers. Distributions in liquidation of the

Company or in liquidation of a Member's interest shall be made in accordance with the

positive capital account balances pursuant to Treasury Regulation 1.704-l(b)(2)(ii)(b)(2).

To the extent a Member shall have a negative capital account balance, there shall be a

qualified income offset, as set forth in Treasury Regulation 1.704-l(b)(2)(ii)(d).

ARTICLE IV

Management

4.1

MANAGEMENT OF THE BUSINESS. Members holding a majority of the capital interests

in the Company may elect Managers as the Members determine. Managers listed in

the Articles of Organization, if any, will serve as the Managers of this company.

4.2

MEMBERS. Members shall take part in the operation of the Company's affairs.

4.3

POWERS OF MANAGERS. The Managers, as authorized by Members, will make decisions

as to (a) the sale, development lease or other disposition of the Company's assets; (b)

the purchase or other acquisition of other assets of all kinds; (c) the management of all

or any part of the Company's assets; (d) the borrowing of money and the granting of

security interests in the Company's assets; (e) the pre-payment, refinancing or

extension of any loan affecting the Company's assets; (f ) the compromise or release of

any of the Company's claims or debts; and, (g) the employment of persons, firms or

corporations for the operation and management of the company's business. In the

exercise of their management powers, the Managers are authorized to execute and

deliver (a) all contracts, conveyances, assignments leases, sub-leases, franchise

agreements, licensing agreements, management contracts and maintenance contracts

covering or affecting the Company's assets; (b) all checks, drafts and other orders for

the payment of the Company's funds; (c) all promissory notes, loans, security

agreements and other similar documents; and, (d) all other instruments of any other

kind relating to the Company's affairs, whether like or unlike the foregoing.

4.4

NOMINEE. Title to the Company's assets shall be held in the Company's name or in the

name of any nominee that the Managers may designate. The Managers shall have

power to enter into a nominee agreement with any such person, and such agreement

may contain provisions indemnifying the nominee, except for his willful misconduct.

Operating Agreement - 3

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