Limited Liability Company Agreement

　　(d) notwithstanding anything to the contrary in this agreement, upon a liquidation within the meaning of section 1.7041(b)(2)(ii)(g) of the regulations, if any equity owner has a deficit capital account (after giving effect to all contributions, distributions, allocations and other capital account adjustments for all fiscal years, including the year during which such liquidation occurs), such equity owner shall have no obligation to make any capital contribution, and the negative balance of such member's capital account shall not be considered a debt owed by such equity owner to the company or to any other person for any purpose whatsoever.

　　(e) upon completion of the winding up, liquidation and distribution of the assets, the company shall be deemed terminated.

　　(f) the manager shall comply with any applicable requirements of applicable law pertaining to the winding up of the affairs of the company and the final distribution of its assets.

　　12.4 filing or recording statements. upon the conclusion of winding up, the appropriate representative of the company shall execute all documents required by the act at the time of completion of winding up and file or record such statements with the appropriate officials.

　　12.5 return of contribution nonrecourse to other equity owners. except as provided by law and subject to section 10.5, upon dissolution, each equity owner shall look solely to the assets of the company for the return of its capital contribution. if the company property remaining after the payment or discharge of the debts and liabilities of the company is insufficient to return the cash contribution of one or more equity owners, such equity owners shall have no recourse against any other equity owner.

　　article 13.

　　miscellaneous provisions

　　13.1 notices. any notice, demand, or communication required or permitted to be given by any provision of this agreement shall be deemed to have been sufficiently given or served if sent by telecopy or facsimile transmission, delivered by messenger or overnight courier, or mailed, certified first class mail, postage prepaid, return receipt requested, and addressed or sent to the equity owner's and/or company's address, as set forth on exhibit 13.1. such notice shall be effective: (a) if delivered by messenger or by overnight courier, upon actual receipt (or if the date of actual receipt is not a business day, upon the next business day); (b) if sent by telecopy or facsimile transmission, upon confirmation of receipt (or if the date of such confirmation of receipt is not a business day, upon the next business day); or (c) if mailed, upon the earlier of three (3) business days after deposit in the mail and the delivery as shown by return receipt therefor. any equity owner or the company may change its address by giving notice in writing to the company and the other equity owners of its new address.