LIMITED LIABILITY COMPANY AGREEMENT OF PT HILLVIEW GP, LLC

This Limited Liability Company Agreement (together with the schedules attached hereto, this “Agreement”) of PT HILLVIEW GP, LLC, a Delaware limited liability company (the “Company”), is entered into by HOLLYWOOD HILLVIEW OWNER, LLC, a Delaware limited liability company, as the sole equity member (the “Member”) and C. ANTHONY SHIPPAM (the “Independent Manager”), as the Special Member and Independent Manager (as defined on Schedule A hereto).  Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto.

Member, by execution of this Agreement, hereby forms the Company as a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18‑101 et seq.), as amended from time to time (the “Act”), and this Agreement, and the Member and the Special Member and the Independent Manager hereby agree as follows:

The name of the limited liability company formed hereby is PT Hillview GP, LLC.

The principal business office of the Company shall be located at 1301 Dove Street, Suite 960, Newport Beach, CA 92660 or such other location as may hereafter be determined by the Member.

The address of the registered office of the Company in the State of Delaware is 1201 N. Orange Street, Suite 7044 Wilmington, Delaware.

The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Sorensen Entity Services LLC, 1201 N. Orange Street, Suite 7044 Wilmington, Delaware.

Chris Sorensen is hereby designated as an “authorized person” within the meaning of the Act, and has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware.  Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, his powers as an “authorized person” ceased, and Member thereupon became the designated “authorized person” and shall continue as the designated “authorized person” within the meaning of the Act.  Member or an Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in California and in any other jurisdiction in which the Company may wish to conduct business.

The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate of Formation as provided in the Act.

Subject to Section 9(d), the Company, and Member and the Officers on behalf of the Company, (i) shall have and exercise all powers necessary, convenient or incidental to accomplish its purposes as set forth in Section 7 and (ii) shall have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Failure of the Company, or Member on behalf of the Company, to comply with any of the foregoing covenants or any other covenants contained in this Agreement shall not affect the status of the Company as a separate legal entity or the limited liability of Member.

As long as any Obligation is outstanding, the Member shall cause the Company at all times to have at least one Independent Manager who will be appointed by the Member.  To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Manager shall consider only the interests of the Company, including its creditors, in acting or otherwise voting on the matters referred to in Sections 9(d)(ii) and Section 9(d)(iii).  Except for duties to the Company as set forth in the immediately preceding sentence (including duties to the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a part), the Independent Manager shall not have any fiduciary duties to the Member, any Officer or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing.  To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to the Company, the Member or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct.  No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Manager by a written instrument, which may be a counterpart signature page to this Agreement, and (ii) shall have executed a counterpart to this Agreement as required by Section 5(c).  In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager.  Notwithstanding anything to the contrary contained in this Agreement, no Independent Manager shall be removed or replaced, nor shall any such removal or replacement become effective, unless the Company provides the Lender with no less than three (3) business days’ prior written notice of (a) any proposed removal of such Independent Manager, together with a statement as to the reasons for such removal, and (b) the identity of the proposed replacement Independent Manager, together with a certification that such replacement satisfies the requirements for an Independent Manager set forth in this Agreement.  All right, power and authority of the Independent Manager shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement.  No Independent Manager shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.  An Independent Manager is hereby designated as a “manager” within the meaning of Section 18-101(12) of the Act.

Member may, from time to time as it deems advisable, appoint officers of the Company (the “Officers”) and assign in writing titles (including, without limitation, President, Vice President, Secretary, and Treasurer) to any such person.  Unless Member decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office.  Any delegation pursuant to this Section 11 may be revoked at any time by Member.  The initial Officers are listed on Schedule C attached hereto.  Member may revise Schedule C in its sole discretion at any time.

Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and none of the Member, the Special Member, the Independent Manager, and any Officer shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member, Special Member, Independent Manager or Officer of the Company.

Member has contributed to the Company property of an agreed value as listed on Schedule B attached hereto.  In accordance with Section 5(c), the Special Member shall not be required to make any capital contributions to the Company.

Member is not required to make any additional capital contribution to the Company. However, Member may make additional capital contributions to the Company at any time upon the written consent of such Member.  To the extent that Member makes an additional capital contribution to the Company, Member shall revise Schedule B of this Agreement.  The provisions of this Agreement, including this Section 14, are intended to benefit Member and Special Member and, to the fullest extent permitted by law, except as expressly set forth in Section 26(b) of this Agreement, shall not be construed as conferring any benefit upon any creditor of the Company (other than a Covered Person) (and no such creditor of the Company shall be a third-party beneficiary of this Agreement) and Member and Special Member shall not have any duty or obligation to any creditor of the Company to make any contribution to the Company or to issue any call for capital pursuant to this Agreement.

The Company’s profits and losses shall be allocated to Member.

Distributions shall be made to Member at the times and in the aggregate amounts determined by Member.  Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to make a distribution to Member on account of its interest in the Company if such distribution would violate the Act or any other applicable law or any Basic Document.

Member shall keep or cause to be kept complete and accurate books of account and records with respect to the Company’s business.  Member and its duly authorized representatives shall have the right to examine the Company books, records and documents during normal business hours.  The Company’s books of account shall be kept using the method of accounting determined by Member.  The Company’s independent auditor, if any, shall be an independent public accounting firm selected by Member.

Notwithstanding any duty otherwise existing at law or in equity, the Member, the Special Member, the Independent Manager, and any Officer and any Affiliate of the Member or the Special Member, the Independent Manager or any Officer may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others.  The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

Member may assign in whole or in part its limited liability company interest in the Company.  Subject to Section 23, the transferee of a limited liability company interest in the Company shall be admitted to the Company as a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement.  If Member transfers all of its limited liability company interest in the Company pursuant to this Section 21, such admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Member shall cease to be a member of the Company.  Notwithstanding anything in this Agreement to the contrary, any successor to Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Notwithstanding anything in this Agreement to the contrary, so long as any Obligation is outstanding, Member may not resign, except as permitted under the Basic Documents and if the Rating Agency Condition is satisfied.  If Member is permitted to resign pursuant to this Section 22, an additional member of the Company shall be admitted to the Company, subject to Section 23, upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement.  Such admission shall be deemed effective immediately prior to the resignation and, immediately following such admission, the resigning Member shall cease to be a member of the Company.

One or more additional Members of the Company may be admitted to the Company with the written consent of Member; provided, however, that, notwithstanding the foregoing, so long as any Obligation remains outstanding, no additional Member may be admitted to the Company, other than pursuant to Section 24(a), unless the Rating Agency Condition is satisfied.

Except as otherwise expressly provided in this Agreement, to the fullest extent permitted by law, each of Member, Special Member and Independent Manager hereby irrevocably waives any right or power that such Person might have to cause the Company or any of its assets to be partitioned, to cause the appointment of a receiver for all or any portion of the assets of the Company, to compel any sale of all or any portion of the assets of the Company pursuant to any applicable law or to file a complaint or to institute any proceeding at law or in equity to cause the dissolution, liquidation, winding up or termination of the Company.  Member shall not have any interest in any specific assets of the Company, and Member shall not have the status of a creditor with respect to any distribution pursuant to Section 16 hereof.  The interest of Member in the Company is personal property.

Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.

Notwithstanding any other provision of this Agreement, Member agrees that this Agreement, including, without limitation, Sections 7, 8, 9, 10, 20, 21, 22, 23, 24, 26, 29, 31 and 35, constitutes a legal, valid and binding agreement of Member, and is enforceable against Member by the Independent Manager in accordance with its terms. In addition, the Independent Managers shall be intended beneficiaries of this Agreement

This Agreement shall be governed by and construed under the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

Subject to Section 9(d), this Agreement may be modified, altered, supplemented or amended pursuant to a written agreement executed and delivered by Member.  Notwithstanding anything to the contrary in this Agreement, so long as any Obligation is outstanding, this Agreement may not be modified, altered, supplemented or amended unless the Rating Agency Condition is satisfied and Lender has provided its prior written consent to such modification, alteration, supplement or amendment.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement and all of which together shall constitute one and the same instrument.

Any notices required to be delivered hereunder shall be in writing and personally delivered, mailed or sent by telecopy, electronic mail or other similar form of rapid transmission, and shall be deemed to have been duly given upon receipt (a) in the case of the Company, to the Company at its address in Section 2, (b) in the case of Member, to Member at its address as listed on Schedule B attached hereto and (c) in the case of either of the foregoing, at such other address as may be designated by written notice to the other party.

Pursuant to Section 18‑201(d) of the Act, this Agreement shall be effective as of the time of the filing of the Certificate of Formation with the Office of the Delaware Secretary of State on July 19, 2021.

Notwithstanding any other provision of this Agreement, as long as the Loan remains outstanding:

Member agrees that the Company shall not have the power to divide as set forth in Section 217(k) of the Act. In furtherance of the foregoing, the Company shall not enter into a “plan of division” or file a “certificate of division”, and the company may not become a “dividing company” or effect a “division” (as such terms are defined in Section 217 of the Act).

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Limited Liability Company Agreement as of the fourth day of October, 2021.

When used in this Agreement, the following terms not otherwise defined herein have the following meanings:

“Act” has the meaning set forth in the preamble to this Agreement.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with such Person.

“Agreement” means this Limited Liability Company Agreement of the Company, together with the schedules attached hereto, as amended, restated or supplemented or otherwise modified from time to time.

“Bankruptcy” means, with respect to any Person, (A) if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceedings, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature, or (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties, or (B) if 120 days after the commencement of any proceeding against the Person seeking reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without such Person's consent or acquiescence of a trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated.  The foregoing definition of "Bankruptcy" is intended to replace and shall supersede and replace the definition of "Bankruptcy" set forth in Sections 18-101(1) and 18-304 of the Act.

“Basic Documents” means this Agreement, the Loan Documents and all other documents and certificates contemplated thereby or delivered in connection therewith.

“Certificate of Formation” means the Certificate of Formation of the Company filed with the Secretary of State of the State of Delaware on July, 19 2021, as amended or amended and restated from time to time.

“Company” means PT Hillview, GP LLC, a Delaware limited liability company.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities or general partnership or managing member interests, by contract or otherwise. "Controlling" and "Controlled" shall have correlative meanings. Without limiting the generality of the foregoing, a Person shall be deemed to Control any other Person in which it owns, directly or indirectly, a majority of the ownership interests.

“Covered Persons” has the meaning set forth in Section 20(a).

“Foreclosure Sale” has the meaning set forth in Section 36(a).

“Holder” has the meaning set forth in Section 36(a).

“Independent Manager” shall mean an individual who (i) has at least three (3) years prior employment experience and continues to be employed as an Independent Manager, independent manager or independent member by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Wilmington Trust Company, Stewart Management Company, Lord Securities Corporation or, if none of those companies is then providing professional Independent Managers, independent managers and independent members, another nationally-recognized company that provides such services and which is reasonably approved by Lender; (ii) is not an Independent Manager or independent manager of more than two (2) Affiliates of the Company and is not the Independent Manager or independent director of the Member; and (iii) is not, and has never been, and will not, while serving as an Independent Manager be, any of the following:

(A) a stockholder, director, manager (other than as an Independent Manager), manager, officer, employee, partner, member, attorney or counsel of the Company, any Affiliate of the Company or any direct or indirect equity holder of any of them;

(B) a creditor, customer, supplier, service provider (including provider of professional services) or other Person who derives any of its purchases or revenues from its activities with the Company or any Affiliate of the Company (other than a nationally-recognized company that routinely provides professional Independent Managers, independent managers or independent members and other corporate services to the Company or any Affiliate of the Company in the ordinary course of its business);

(C) a member of the immediate family of any such stockholder, director, manager, officer, employee, partner, member, creditor, customer, supplier, service provider or other Person; or

(D) a Person Controlling or under common Control with any of (A), (B) or (C) above.

A natural person who satisfies the foregoing definition shall not be disqualified as a result of clause (A) by reason of (I) being, having been or becoming an Independent Manager of an Affiliate of the Company that is not in the direct chain of ownership of the Company or the Member and that is required by a creditor to be a "single purpose entity"; provided that such Independent Manager is, was or will be employed by a company that routinely provides professional Independent Managers, independent managers or independent members, or (II) being, having been or becoming a member of the Company pursuant to an express provision in this Agreement providing for the appointment of such Independent Manager as a member of the Company upon the occurrence of any event pursuant to which Member ceases to be a member of the Company (including the withdrawal, resignation or dissolution of Member). A natural person who satisfies the foregoing definition shall not be disqualified as a result of clause (A) or (B) by reason of being, having been or becoming an Independent Manager of a "single purpose entity" affiliated with the Company; provided that the fees or other compensation that such individual earns by serving as an Independent Manager of one or more Affiliates of the Company in any given year constitute, in the aggregate, less than five percent (5%) of Such individual's income for such year. As used in this definition, the term "single purpose entity" shall mean a Person whose organizational or governing documents contain, and who covenants that such Person shall comply or cause compliance with, provisions substantially similar to the foregoing.

“Lender” means Ladder Capital Finance LLC, a Delaware limited liability company, and its successors and/or assigns.

“Loan” has the meaning assigned to that term in the Loan Agreement.

“Loan Agreement” means that certain Loan Agreement, dated as of October 4, 2021, executed by and between the Company and Lender, as amended, restated, supplemented or otherwise modified from time to time.

“Loan Documents” has the meaning assigned to that term in the Loan Agreement.

“Material Action” means to (A) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, (B) seek or consent to the appointment of a receiver, liquidator or any similar official for such entity or a substantial portion of its assets or properties, (C) take any action that might cause such entity to become insolvent, (D) make an assignment for the benefit of creditors, (E) admit in writing such entity's inability to pay its debts generally as they become due, (F) declare or effectuate a moratorium on the payment of any obligations, or (G) take any action in furtherance of any of the foregoing.

“Member” means Hollywood Hillview Owner, LLC, a Delaware limited liability company, as the initial member of the Company, and includes any Person admitted as an additional member of the Company or a substitute member of the Company pursuant to the provisions of this Agreement, each in its capacity as a member of the Company; provided, however, the term “Member” shall not include Special Member.

“Obligation” shall mean the indebtedness, liabilities and obligations of the Company under or in connection with this Agreement, the other Basic Documents or any related document in effect as of any date of determination.

“Officer” means an officer of the Company as described in Section 11.

“Person” means any individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, association, joint stock company, trust, unincorporated organization, or other organization, whether or not a legal entity, and any governmental authority.

“Pledge and Security Agreement” means that certain Pledge and Security Agreement dated as even date with the Loan Agreement executed by Member in favor of Lender.

“Property” has the meaning assigned to that term in the Loan Agreement.

“Rating Agency” has the meaning assigned to that term in the Basic Documents.

“Rating Agency Condition” means (i) with respect to any action taken at any time before the loan evidenced and secured by the Basic Documents has been sold or assigned to a securitization trust, that the lender thereunder has consented in writing to such action, and (ii) with respect to any action taken at any time after such loan has been sold or assigned to a securitization trust, that each Rating Agency shall have been given ten days prior notice thereof and that each of the Rating Agencies shall have notified the Company in writing that such action will not result in a reduction or withdrawal of the then current rating by such Rating Agency of any of securities issued by such securitization trust.

“Special Member” means, upon such person’s admission to the Company as a member of the Company pursuant to Section 5(c), a person acting as Independent Manager, in such person’s capacity as a member of the Company.  A Special Member shall only have the rights and duties expressly set forth in this Agreement.

Definitions in this Agreement apply equally to both the singular and plural forms of the defined terms.  The words “include” and “including” shall be deemed to be followed by the phrase “without limitation.”  The terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section, paragraph or subdivision.  The Section titles appear as a matter of convenience only and shall not affect the interpretation of this Agreement.  All Section, paragraph, clause, Exhibit or Schedule references not attributed to a particular document shall be references to such parts of this Agreement.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OR BLUE SKY LAWS OF ANY STATE.  THE HOLDER OF THIS CERTIFICATE, BY ITS ACCEPTANCE HEREOF, REPRESENTS THAT IT IS ACQUIRING THIS SECURITY FOR INVESTMENT AND NOT WITH A VIEW TO ANY SALE OR DISTRIBUTION HEREOF.  ANY TRANSFER OF THIS CERTIFICATE OR ANY LIMITED LIABILITY COMPANY INTEREST REPRESENTED HEREBY IS SUBJECT TO THE TERMS, CONDITIONS AND RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT (AS DEFINED BELOW).

PT HILLVIEW GP, LLC, a Delaware limited liability company (the “Company”), hereby certifies that HOLLYWOOD HILLVIEW OWNER, LLC, a Delaware limited liability company (the “Holder”) is the registered owner of one hundred percent (100%) of the limited liability company interests in the Company.  The rights, powers, preferences, restrictions and limitations of such limited liability company interests in the Company are set forth in, and this Certificate and the limited liability company interests in the Company represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Limited Liability Company Agreement of the Company dated as of October 4, 2021, as the same may be further amended or restated from time to time (the “Limited Liability Company Agreement”).  By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the limited liability company interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Limited Liability Company Agreement.  The Company will furnish a copy of the Limited Liability Company Agreement to the Holder without charge upon written request to the Company at its principal place of business.  Transfer of any or all of the limited liability company interests in the Company evidenced by this Certificate is subject to certain restrictions in the Limited Liability Company Agreement and can be effected only after compliance with all of those restrictions and the presentation to the Company of this Certificate, accompanied by an assignment in the form appearing on the reverse side of this Certificate, duly completed and executed by and on behalf of the transferor in such Transfer, and an application for transfer in the form appearing on the reverse side of this Certificate, duly completed and executed by and on behalf of the transferee in such Transfer.

Each limited liability company interest in the Company shall constitute a “security” within the meaning of, and governed by Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, Article 8 of the Uniform Commercial Code as in effect in the State of New York (the “Code”) and Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.

This Certificate and the limited liability company interests evidenced hereby shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflicts of laws.

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _________________________________________ (print or typewrite name of transferee), __________________ (insert Social Security or other taxpayer identification number of transferee), the following specified percentage of limited liability company interests in the Company: ______________ (identify the percentage interest being transferred) effective as of the date specified in the Application for Transfer of Interests below, and irrevocably constitutes and appoints __________________________ and its authorized officers, as attorney-in-fact, to transfer the same on the books and records of the Company, with full power of substitution in the premises.

The undersigned applicant (the “Applicant”) hereby (a) applies for a transfer of the percentage of limited liability company interests in the Company described above (the “Transfer”) and applies to be admitted to the Company as a substitute member of the Company, (b) agrees to comply with and be bound by all of the terms and provisions of the Limited Liability Company Agreement, (c) represents that the Transfer complies with the terms and conditions of the Limited Liability Company Agreement, (d) represents that the Transfer does not violate any applicable laws and regulations, and (e) agrees to execute and acknowledge such instruments (including, without limitation, a counterpart of the Limited Liability Company Agreement), in form and substance satisfactory to the Company, as the Company reasonably deems necessary or desirable to effect the Applicant’s admission to the Company as a substitute member of the Company and to confirm the agreement of the Applicant to be bound by all the terms and provisions of the Limited Liability Company Agreement with respect to the limited liability company interests in the Company described above.  Initially capitalized terms used herein and not otherwise defined herein are used as defined in the Limited Liability Company Agreement.

The Applicant directs that the foregoing Transfer and the Applicant’s admission to the Company as a Substitute Member shall be effective as of ______________________________.

Name of Transferee (Print)

____________________________________

Dated: _______________ Signature: ________________________

(Transferee)

Address: ________________________________________________________

The Company (a) has determined that the Transfer described above is permitted by the Limited Liability Company Agreement, (b) hereby agrees to effect such Transfer and the admission of the Applicant as a substitute member of the Company effective as of the date and time directed above, and (c) agrees to record, as promptly as possible, in the books and records of the Company the admission of the Applicant as a substitute member.