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EAST\99731462.4 6
<br />On winding up of the Company, the assets of the Company shall be distributed, first, to creditors
<br />of the Company (including the Members) in satisfaction of the liabilities of the Company, and
<br />thereafter, to the Interest Holders in the Company in proportion to their respective Percentages.
<br />Section VIII
<br />Books, Accounting, and Tax Matters Member
<br />All funds of the Company shall be deposited in such bank or other investment accounts
<br />as the Manager shall approve. All such accounts shall be in the Company’s name. The Manager
<br />shall keep or cause to be kept complete and accurate books and records of the Company, and
<br />such books and records shall be maintained in accordance with sound accounting practices and
<br />be available at the Company’s principal office for examination by any Member at reasonable
<br />times during business hours. The annual accounting period and taxable year of the Company
<br />shall be the calendar year. Within seventy-five days (75) after the end of each taxable year of the
<br />Company, the Manager shall furnish each Person who was an Interest Holder during the taxable
<br />year such information as may be required to permit the Interest Holders to pay their income taxes
<br />when due. Lanier shall be the “tax matters member” unless the Manager selects a different tax
<br />matters member, to the extent a tax matters member is required or permitted by applicable law.
<br />The tax matters member shall have all powers and responsibilities provided in Section 6221 of
<br />the Code or such other similar provisions.
<br />Section IX
<br />General Provisions
<br />Any notice, demand, consent, election, offer, approval, request, or other communication
<br />(collectively, a “notice”) required or permitted under this Agreement must be in writing and
<br />either delivered personally or sent by certified or registered mail, postage prepaid, return receipt
<br />requested. A notice must be addressed to an Interest Holder or Member at the Interest Holder’s
<br />or Member’s last known address on the records of the Company. A notice to the Company must
<br />be addressed to the Company’s principal office. Notices shall be deemed given upon receipt or
<br />refusal to accept delivery. Any party may designate, by notice to all of the others, substitute
<br />addresses or addressees for notices; and, thereafter, notices are to be directed to those substitute
<br />addresses or addressees. This Agreement constitutes the complete and exclusive statement of the
<br />agreement among the Members and supersedes all prior written and oral statements, including
<br />any prior representation, statement, condition, or warranty. Except for amendments to Exhibit A
<br />as provided in Section II, this Agreement may not be amended without the written consent of all
<br />of the Members. This Agreement shall be governed by the internal law, not the law of conflicts,
<br />of the State of Florida. The headings herein are inserted as a matter of convenience only, and do
<br />not define, limit, or describe the scope of this Agreement or the intent of the provisions hereof.
<br />This Agreement is binding upon, and inures to the benefit of, the parties hereto and their
<br />respective heirs, executors, administrators, personal and legal representatives, successors, and
<br />permitted assigns. Common nouns and pronouns shall be deemed to refer to the masculine,
<br />feminine, neuter, singular and plural, as the identity of the Person may in the context require.
<br />Each provision of this Agreement shall be considered separable; and if, for any reason, any
<br />provision or provisions herein are determined to be invalid and contrary to any existing or future
<br />law, such invalidity shall not impair the operation of or affect those portions of this Agreement
<br />which are valid.
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