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EAST\99731462.4 3 “Officer” means any individual from time to time authorized or appointed by the Manager to act as an officer or representative of the Company on a general basis or for a specific purpose, which individual shall act for and bind the Company as authorized by the Manager. “Percentage” means a Person’s share of Profits, Losses and rights to distributions expressed as a percentage, whether as a Member or un-admitted Interest Holder. “Person” means and includes an individual, corporation, partnership, association, limited liability company, trust, estate or other entity. “Profit” and “Loss” means, for each taxable year of the Company (or other period for which Profit or Loss must be computed) the Company’s taxable income or loss determined in accordance with the Code. “Regulation” means the income tax regulations, including any temporary regulations, from time to time promulgated under the Code. “Transfer” means, when used as a noun, any direct or indirect sale, hypothecation, pledge, assignment, attachment, or other transfer, and, when used as a verb, means to, directly or indirectly, sell, hypothecate, pledge, assign, or otherwise transfer. Section II Name; Office; Purpose; Term The name of the Company shall be “Park One of Florida, LLC.” The Company may do business under that name and under any other name or names upon which the Manager shall determine. The Company is organized for any lawful purpose for which limited liability companies may be organized under the Act. The term of the Company began or shall begin upon the filing of the certificate of formation by the Secretary and shall continue in perpetual existence until dissolved pursuant to this Agreement. The registered agent for service of process on the Company in the State of Florida, and the address of such registered agent, shall be the agent for service of process set forth in the certificate of formation, as may be amended from time to time. The Manager may change the registered agent and appoint successor registered agents. The principal office and place of business of the Company shall be located at Bayshore Executive Plaza, Suite 950, 10800 Biscayne Boulevard, Miami, Florida 33161, or at such other place as the Manager may designate from time to time. The name, present mailing address and Percentage of each Member are set forth on Exhibit A. The Manager shall amend Exhibit A from time to time to reflect changes in the identity of the Members and changes in information set forth on Exhibit A. This Agreement is the limited liability company agreement of the Company within the meaning of the Act. Section III Members; Capital; Capital Accounts Lanier’s initial Percentage shall be one hundred percent (100%). From time to time the Member may, but shall not be obligated to, contribute additional capital or make loans to, the Company, all at such times and upon such terms as the Manager shall approve, acting in its sole discretion. No Member shall be required to contribute any additional capital to the Company,