Limited Liability Company Agreement

　　7.10 waiver of notice. when any notice is required to be given to any member, a waiver thereof in writing signed by the person entitled to such notice, whether before, at, or after the time stated therein, shall be equivalent to the giving of such notice. article 8.

　　contributions to the company and capital accounts

　　8.1 members' capital contributions. not later than three days after each of the parties has executed this agreement and delivered an executed copy of same to the manager, each equity owner shall contribute such amount as is set forth in exhibit 8.1 hereto as its share of the initial capital contribution.

　　8.2 additional contributions. except as set forth in section 8.1, no equity owner shall be required to make any additional capital contributions. to the extent unanimously approved by the manager, from time to time, the equity owners may be permitted to make additional capital contributions if and to the extent they so desire, and if the manager determines that such additional capital contributions are necessary or appropriate in connection with the conduct of the company's business (including without limitation, expansion or diversification). in such event, the equity owners shall have the opportunity (but not the obligation) to participate in such additional capital contributions proportionate to their sharing ratios.

　　8.3 capital accounts.

　　(a) a separate capital account shall be maintained for each equity owner. each equity owner's capital account shall be increased by (1) the amount of money contributed by such equity owner to the company; (2) the fair market value of property contributed by such equity owner to the company (net of liabilities secured by such contributed property that the company is considered to assume or take subject to under section 752 of the code); (3) allocations to such equity owner of profits; and (4) any items in the nature of income and gain which are specially allocated to the equity owner pursuant to sections 9.2 and 9.3. each equity owner's capital account shall be decreased by (1) the amount of money distributed to such equity owner by the company; (2) the fair market value of property distributed to such equity owner by the company (net of liabilities secured by such distributed property that such equity owner is considered to assume or take subject to under section 752 of the code); (3) any items in the nature of deduction and loss that are specially allocated to the equity owner pursuant to sections 9.2 and 9.3; and (4) allocations to such equity owner of losses.