Limited Liability Company Agreement

　　(a) all documents which the manager deems necessary or desirable to effect the dissolution and termination of the company;

　　(b) all such other instruments, documents and certificates which may from time to time be required by the laws of the state or any other jurisdiction in which the company shall determine to do business, or any political subdivision or agency thereof, to effectuate, implement, continue and defend the valid existence of the company; and

　　(c) all instruments, documents and certificates which the manager deems necessary or desirable in connection with a reorganization which has been authorized in accordance with the terms of this agreement.

　　this power of attorney shall not be affected by and shall survive the bankruptcy, insolvency, death, incompetency, or dissolution of an equity owner and shall survive the delivery of any assignment by the equity owner of the whole or any portion of its ownership interest. each equity owner hereby releases each manager from any liability or claim in connection with the exercise of the authority granted pursuant to this power of attorney, and in connection with any other action taken by such manager pursuant to which such manager purports to act as the attorneyinfact for one or more equity owners, if the manager believed in good faith that such action taken was consistent with the authority granted to it pursuant to this section 13.17.

　　13.18 investment representations. the undersigned equity owners, if any, understand (1) that the ownership interests evidenced by this agreement have not been registered under the securities act of 1933, the state securities act or any other state securities laws (the 'securities acts') because the company is issuing these ownership interests in reliance upon the exemptions from the registration requirements of the securities acts providing for issuance of securities not involving a public offering, (2) that the company has relied upon the fact that the ownership interests are to be held by each equity owner for investment, and (3) that exemption from registrations under the securities acts would not be available if the ownership interests were acquired by an equity owner with a view to distribution.

　　accordingly, each equity owner hereby confirms to the company that such equity owner is acquiring the ownership interests for such own equity owner's account, for investment and not with a view to the resale or distribution thereof. each equity owner agrees not to sell or offer for sale any portion of the ownership interests unless there is an effective registration or other qualification relating thereto under the securities act of 1933 and under any applicable state securities laws or unless the holder of ownership interests delivers to the company an opinion of counsel, satisfactory to the company, that such registration or other qualification under such act and applicable state securities laws is not required in connection with such offer or sale. each equity owner understands that the company is under no obligation to register the ownership interests or to assist such equity owner in complying with any exemption from registration under the securities act if such equity owner should at a later date, wish to dispose of the ownership interest. furthermore, each member realizes that the ownership interests are unlikely to qualify for disposition under rule 144 of the securities and exchange commission unless such equity owner is not an 'affiliate' of the company and the ownership interest has been beneficially owned and fully paid for by such equity owner for at least three years.