Limited Liability Company Agreement

　　(e) an hhh partner may engage legal counsel, certified public accountants, or others in its own behalf at its sole cost and expense. the provisions of this section 9.13 shall survive the termination of the company or the termination of any member's interest, and shall remain binding on the members for a period of time necessary to resolve with the internal revenue service any and all matters whether in an administrative or judicial proceeding regarding the federal income taxation of the company for any open tax year or years.

　　9.13 certain allocations for income tax (but not book capital account) purposes.

　　(a) in accordance with section 704(c)(1)(a) of the code and section 1.7041(b)(2)(i)(iv) of the regulations, if a member contributes property with an initial gross asset value that differs from its adjusted basis at the time of contribution, income, gain, loss and deductions with respect to the property shall, solely for federal income tax purposes (and not for capital account purposes), be allocated among the equity owners so as to take account of any variation between the adjusted basis of such property to the company and its gross asset value at the time of contribution pursuant to the traditional method under section 1.7043(b) of the regulations.

　　(b) all recapture of income tax deductions resulting from sale or disposition of company property shall be allocated to the equity owners to whom the deduction that gave rise to such recapture was allocated hereunder to the extent that such equity owner is allocated any gain from the sale or other disposition of such property.

　　article 10.

　　transferability

　　10.1 general.

　　(a) except as otherwise specifically provided herein, no equity owner shall have the right to sell the equity owner's ownership interest.

　　(b) subject to: (i)the put right (defined in section 10.5), (ii) section 11.2, (iii) section 11.4, and (iv) a reorganization of the company pursuant to the terms of this agreement, no equity owner shall have the right to sell that equity owner's ownership interest for a period of 24 months following the effective date of this agreement without the unanimous written consent of all members, which may be unreasonably withheld.

　　(c) each equity owner hereby acknowledges the reasonableness of the restrictions on sale of ownership interests imposed by this agreement in view of the company purposes and the relationship of the equity owners. accordingly, the restrictions on sale contained herein shall be specifically enforceable.