Operating Agreement

14.4 waiver of right to court decree of dissolution. the members agree that irreparable damage would be done to the company if any member brought an action in court to dissolve the company. accordingly, each of the members accepts the provisions of this agreement as its sole entitlement on termination of the member's membership in the company. each member hereby waives and renounces all rights to seek a court decree of dissolution or to seek the appointment by a court of a liquidator for the company.

14.5 articles of dissolution. upon the completion of the distribution of company assets as provided in this article 14, the company shall be terminated and the person acting as liquidator shall file articles of dissolution and shall take such other actions as may be necessary to terminate the company.

article 15

notices

15.1 method of notices. all notices required or permitted by this agreement shall be in writing and shall be hand delivered or sent by registered or certified mail, postage prepaid, and shall be effective when received or, if mailed, on the date set forth on the receipt of registered or certified mail, or on the fifth day after mailing, whichever is earlier.

15.2 computation of time. in computing any period of time under this agreement, the day of the act, event or default from which the designated period of time begins to run shall not be included. the last day of the period so computed shall be included, unless it is a saturday, sunday or legal holiday, in which event the period shall run until the end of the next day which is not a saturday, sunday or legal holiday.

article 16

investment representations

16.1 investment purpose. in acquiring an interest in the company, each member represents and warrants to the company that it is acquiring such interest for its own account for investment and not with a view to its sale or distribution. each member recognizes that investments such as those contemplated by the company are speculative and involve substantial risk. each member further represents and warrants that it has not received any guaranty or representation upon which it has relied concerning the possibility or probability of profit or loss as a result of its acquisition of an interest in the company.

16.2 investment restriction. each member recognizes that: (a) its units have not been registered under the securities act of 1933, as amended, in reliance upon an exemption from such registration, (b) a member may not sell, offer for sale, transfer, pledge or hypothecate all or any part of its interest in the company in the absence of an effective registration statement covering such interest under the securities act of 1933, as amended, unless such sale, offer of sale, transfer, pledge or hypothecation is exempt from registration under the securities act of 1933, as amended, (c) the company has no obligation to register any member's interest for sale, or to assist in establishing an exemption from registration for any proposed sale, and (d) the restrictions on transfer may severely affect the liquidity of a member's investment.