LIMITED LIABILITY COMPANY AGREEMENT OF

[COMPANY]

A California Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT OF

[COMPANY]

This LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of [COMPANY], (the “Company”) is effective as of [DATE] (the “Effective Date”).

Formation of Limited Liability Company. [MEMBER COMPANY\, a [STATE] limited liability company, formed the Company as a limited liability company under the California Revised Uniform Limited Liability Company Act, codified in the California Corporations Code, Section 17000 et seq., as it may be amended from time to time, and any successor to such statute (the “Act”). The rights and obligations of the Member and the administration and termination of the Company shall be governed by the Agreement and the Act. To the extent this Agreement is inconsistent in any respect with the Act, this Agreement shall control.

Members. [MEMBER COMPANY] is the sole member of the Company.

Purpose. The purpose of the Company is to engage in all lawful businesses or activities in which a limited liability company may be engaged under applicable law (including, without limitation, the Act).

Name. The name of the Company is “[COMPANY].”

Registered Agent and Principal Office. The registered office and registered agent of the Company in the State of California shall be as the Member may designate from time to time. The Company may have such other offices as the Member may designate from time to time. The mailing address of the Company shall be c/o [COMPANY], [ADDRESS].

Term of Company. The Company shall commence on the date the Articles of Organization are properly filed with the Secretary of State of the State of California and shall continue in existence in perpetuity unless its business and affairs are earlier wound up following dissolution at such time as this Agreement may specify.

Management of Company. All decisions relating to the business, affairs, and properties of the Company shall be made by the Member (so called). The Member may appoint a President and one or more Vice Presidents and such other officers of the Company as the Member may deem necessary or advisable to manage the day-to-day business affairs of the Company (the “Officers”). The Member may also appoint managers who are not officers. The Officers and managers shall serve at the pleasure of the Member. To the extent delegated by the Member, the Officers and managers shall have the authority to act on behalf of, bind and execute and deliver documents in the name and on behalf of the Company. No such delegation shall cause the Member to cease to be a Member, nor limit the authority of the Member, set forth in this Agreement and under the Act.