LIMITED LIABILITY COMPANY AGREEMENT

OF

[COMPANY]

A Delaware 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 (the “Member”), formed the Company as a limited liability company under the Delaware Limited Liability Company Act, 6 Delaware Code, Chapter 18-201 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.

2. Members; Certificate.

(a) The Member is the sole member of the Company and holds 100% of the membership interests in the income, gains, losses, deductions, tax credits, voting rights and distributions of the Company, as may be affected by the provisions of this Agreement and as may thereafter be adjusted. The membership interests in the Company are personal property for all purposes.

(b) The membership interests in the Company shall be evidenced by a certificate issued by the Company in the form attached as Exhibit “A.” Such certificate representing ownership of membership interests in the Company may be executed and delivered by an Officer (defined below) or another authorized signatory of the Company on behalf of the Company, shall be in the name of the Company, shall set forth the name of the Member and the number of the membership interests owned or held by the Member and shall bear the following legend: “This certificate evidences membership interests in [COMPANY] and shall be a security governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, each other applicable jurisdiction.” This provision shall not be amended, and any purported amendment to this provision shall not take effect, until the outstanding certificate has been surrendered for cancellation. Except as set forth in clause (c) below, any assignment or transfer of the membership interests shall require the delivery of the respective certificate by the assignor or transferor to the Company, duly endorsed, and the reissuance of a certificate by the Company to the authorized assignee or transferee. A lost or stolen certificate may be replaced pursuant to reasonable procedures established by the Company.