TRIZEC PROPERTIES INC
LIMITED LIABILITY COMPANY AGREEMENT
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<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>c90691exv10w3.htm
<DESCRIPTION>LIMITED LIABILITY COMPANY AGREEMENT
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<P align="right" style="font-size: 10pt"><B>Exhibit&nbsp;10.3</B>



<P align="center" style="font-size: 10pt">LIMITED LIABILITY COMPANY AGREEMENT



<P align="center" style="font-size: 10pt">OF



<P align="center" style="font-size: 10pt">TRIZEC HOLDINGS OPERATING LLC



<P align="center" style="font-size: 10pt">Dated as of December&nbsp;22, 2004



<P align="center" style="font-size: 10pt">&nbsp;
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<P align="center" style="font-size: 10pt">TABLE OF CONTENTS


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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<TR valign="bottom">
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    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Page</B><HR size="1" noshade></TD>
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<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">ARTICLE I DEFINED TERMS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">ARTICLE II ORGANIZATIONAL MATTERS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 2.1 ORGANIZATION</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 2.2 NAME</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 2.3 REGISTERED OFFICE AND AGENT; PRINCIPAL OFFICE</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 2.4 TERM</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">ARTICLE III PURPOSE</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 3.1 PURPOSE AND BUSINESS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 3.2 POWERS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">ARTICLE IV CAPITAL CONTRIBUTIONS AND ISSUANCES OF INTERESTS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 4.1 CAPITAL CONTRIBUTIONS OF THE MEMBERS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 4.2 ISSUANCES OF INTERESTS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 4.3 NO PREEMPTIVE RIGHTS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 4.4 OTHER CONTRIBUTION PROVISIONS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 4.5 NO INTEREST ON CAPITAL</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">ARTICLE V DISTRIBUTIONS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 5.1 REQUIREMENT AND CHARACTERIZATION OF DISTRIBUTIONS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 5.2 AMOUNTS WITHHELD</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 5.3 DISTRIBUTIONS UPON LIQUIDATION</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 5.4 REVISIONS TO REFLECT ISSUANCE OF UNITS OR OTHER INTERESTS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 5.5 ADVANCES</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 5.6 DESIGNATION OF DISTRIBUTIONS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">ARTICLE VI ALLOCATIONS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 6.1 ALLOCATIONS FOR CAPITAL ACCOUNT PURPOSES</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 6.2 REVISIONS TO ALLOCATIONS TO REFLECT ISSUANCE OF UNITS OR OTHER INTERESTS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">17</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">ARTICLE VII MANAGEMENT AND OPERATIONS OF BUSINESS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 7.1 MANAGEMENT</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 7.2 CERTIFICATE OF FORMATION</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">20</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 7.3 TITLE TO COMPANY ASSETS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">21</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 7.4 REIMBURSEMENT OF THE MANAGING MEMBER</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">21</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 7.5 OUTSIDE ACTIVITIES OF THE MANAGING MEMBER; RELATIONSHIP OF SHARES TO UNITS; FUNDING DEBT</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">23</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 7.6 TRANSACTIONS WITH AFFILIATES</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">25</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 7.7 INDEMNIFICATION</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">25</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 7.8 LIABILITY OF THE MANAGING MEMBER</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">26</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 7.9 OTHER MATTERS CONCERNING THE MANAGING MEMBER</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">27</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 7.10 RELIANCE BY THIRD PARTIES</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">28</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 7.11 RESTRICTIONS ON MANAGING MEMBER&#146;S AUTHORITY</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">28</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 7.12 LOANS BY THIRD PARTIES</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">28</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">ARTICLE VIII RIGHTS AND OBLIGATIONS OF MEMBERS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">28</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 8.1 LIMITATION OF LIABILITY</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">28</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 8.2 MANAGEMENT OF BUSINESS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">29</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 8.3 OUTSIDE ACTIVITIES OF NON-MANAGING MEMBERS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">29</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 8.4 RETURN OF CAPITAL</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">29</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 8.5 RIGHTS OF NON-MANAGING MEMBERS RELATING TO THE COMPANY</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">29</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 8.6 REDEMPTION RIGHT</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">30</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">ARTICLE IX BOOKS, RECORDS, ACCOUNTING AND REPORTS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">33</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 9.1 RECORDS AND ACCOUNTING</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">33</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 9.2 FISCAL YEAR</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">33</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 9.3 REPORTS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">33</TD>
    <TD>&nbsp;</TD>
</TR>

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<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="94%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
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<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Page</B><HR size="1" noshade></TD>
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<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">ARTICLE X TAX MATTERS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">33</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 10.1 PREPARATION OF TAX RETURNS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">33</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 10.2 TAX ELECTIONS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">33</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 10.3 TAX MATTERS PARTNER</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">34</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 10.4 ORGANIZATIONAL EXPENSES</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">34</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 10.5 WITHHOLDING</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">35</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">ARTICLE XI TRANSFERS AND WITHDRAWALS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">35</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 11.1 TRANSFER</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">35</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 11.2 TRANSFERS OF INTERESTS OF MANAGING MEMBER</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">35</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 11.3 NON-MANAGING MEMBERS&#146; RIGHTS TO TRANSFER</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">36</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 11.4 SUBSTITUTED MEMBERS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">37</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 11.5 ASSIGNEES</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">38</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 11.6 GENERAL PROVISIONS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">38</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">ARTICLE XII ADMISSION OF MEMBERS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">39</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 12.1 ADMISSION OF A SUCCESSOR MANAGING MEMBER</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">39</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 12.2 ADMISSION OF ADDITIONAL MEMBERS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">40</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 12.3 AMENDMENT OF AGREEMENT AND CERTIFICATE OF FORMATION</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">40</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">ARTICLE XIII DISSOLUTION AND LIQUIDATION</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">40</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 13.1 DISSOLUTION</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">40</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 13.2 WINDING UP</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">41</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 13.3 COMPLIANCE WITH TIMING REQUIREMENTS OF REGULATIONS; RESTORATION OF DEFICIT CAPITAL ACCOUNTS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">42</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 13.4 RIGHTS OF NON-MANAGING MEMBERS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">43</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 13.5 NOTICE OF DISSOLUTION</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">43</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 13.6 CANCELLATION OF CERTIFICATE OF FORMATION</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">43</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 13.7 REASONABLE TIME FOR WINDING UP</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">43</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 13.8 WAIVER OF PARTITION</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">44</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 13.9 LIABILITY OF LIQUIDATOR</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">44</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">ARTICLE XIV AMENDMENT OF AGREEMENT; MEETINGS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">44</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 14.1 AMENDMENTS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">44</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 14.2 MEETINGS OF THE MEMBERS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">45</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">ARTICLE XV GENERAL PROVISIONS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">46</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 15.1 ADDRESSES AND NOTICE</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">46</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 15.2 TITLES AND CAPTIONS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">46</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 15.3 PRONOUNS AND PLURALS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">46</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 15.4 FURTHER ACTION</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">46</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 15.5 BINDING EFFECT</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">46</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 15.6 CREDITORS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">47</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 15.7 WAIVER</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">47</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 15.8 COUNTERPARTS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">47</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 15.9 APPLICABLE LAW</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">47</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 15.10 INVALIDITY OF PROVISIONS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">47</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 15.11 POWER OF ATTORNEY</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">47</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 15.12 ENTIRE AGREEMENT</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">48</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 15.13 NO RIGHTS AS SHAREHOLDERS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">48</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">SECTION 15.14 LIMITATION TO PRESERVE REIT STATUS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">48</TD>
    <TD>&nbsp;</TD>
</TR>

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</DIV>



<P align="center" style="font-size: 10pt">ii
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="left" style="font-size: 10pt"><B>EXHIBITS</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="87%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">EXHIBIT A FORM OF MEMBER REGISTRY</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">EXHIBIT B CAPITAL ACCOUNT MAINTENANCE</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">EXHIBIT C SPECIAL ALLOCATION RULES</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">EXHIBIT D NOTICE OF REDEMPTION</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">EXHIBIT E SECTION 1445(e) FIRPTA CERTIFICATE</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">EXHIBIT F SECTION 1445(a) FIRPTA CERTIFICATE</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">EXHIBIT G DRO MEMBERS AND DRO AMOUNTS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

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</DIV>



<P align="left" style="font-size: 10pt"><B>ATTACHMENTS</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="85%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">ATTACHMENT A CLASS F CONVERTIBLE UNITS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">ATTACHMENT B CLASS SV UNITS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">ATTACHMENT C QUALIFIED ASSETS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

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</DIV>




<P align="center" style="font-size: 10pt">iii
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">




<P align="center" style="font-size: 10pt">LIMITED LIABILITY COMPANY AGREEMENT<BR>
OF<BR>
TRIZEC HOLDINGS OPERATING LLC



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THIS LIMITED LIABILITY COMPANY AGREEMENT of Trizec Operating Company
Limited Liability Company, dated as of December&nbsp;22, 2004, is entered into by
and among Trizec Properties, Inc., a Delaware corporation, as the Managing
Member, and the Persons whose names are set forth on the Member Registry (as
hereinafter defined) as Non-Managing Members, together with any other Persons
who become Members of the Company as provided herein.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW, THEREFORE, in consideration of the mutual covenants set forth herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree to form the
Company as a limited liability company under the Delaware Limited Liability
Company Act, as amended from time to time, as follows:


<P align="center" style="font-size: 10pt">ARTICLE I DEFINED TERMS



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following definitions shall be for all purposes, unless otherwise
clearly indicated to the contrary, applied to the terms used in this Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Act&#148; means the Delaware Limited Liability Company Act, as it may be
amended from time to time, and any successor to such statute.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Additional Member&#148; means a Person admitted to the Company as a Member
pursuant to Section&nbsp;12.2 hereof and who is shown as a Member in the Member
Registry.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Adjusted Capital Account&#148; means the Capital Account maintained for each
Member as of the end of each Fiscal Year (i)&nbsp;increased by any amounts which
such Member is obligated to restore pursuant to any provision of this Agreement
or is deemed to be obligated to restore pursuant to the penultimate sentences
of Regulations Sections&nbsp;1.704-2(g)(1) and 1.704-2(i)(5) and (ii)&nbsp;decreased by
the items described in Regulations Sections&nbsp;1.704-1(b)(2)(ii)(d)(4),
1.704-1(b)(2)(ii)(d)(5) and 1.704-1(b)(2)(ii)(d)(6). The foregoing definition
of Adjusted Capital Account is intended to comply with the provisions of
Regulations Section&nbsp;1.704-1(b)(2)(ii)(d) and shall be interpreted consistently
therewith.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Adjusted Capital Account Deficit&#148; means, with respect to any Member, the
deficit balance, if any, in such Member&#146;s Adjusted Capital Account as of the
end of the relevant Fiscal Year.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Adjusted Property&#148; means any property the Carrying Value of which has
been adjusted pursuant to Exhibit&nbsp;B.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Affiliate&#148; means, with respect to any Person, (i)&nbsp;any Person directly or
indirectly controlling, controlled by or under common control with such Person,
(ii)&nbsp;any Person owning or controlling ten percent (10%) or more of the
outstanding voting interests of such Person, (iii)&nbsp;any Person of which such
Person owns or controls ten percent (10%) or more of the voting interests or
(iv)&nbsp;any officer, director, general partner or trustee of such Person or any
Person referred to in clauses (i), (ii), and (iii)&nbsp;above. For purposes of this
definition, &#147;control,&#148; when used with respect to any Person, means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise,
and the terms &#147;controlling&#148; and &#147;controlled&#148; have meanings correlative to the
foregoing.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Aggregate DRO Amount&#148; means the aggregate balances of the DRO Amounts, if
any, of all DRO Members, if any, as determined on the date in question.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Agreed Value&#148; means (i)&nbsp;in the case of any Contributed Property, the
Section 704(c) Value of such property as of the time of its contribution to the
Company, reduced by any liabilities either assumed by the Company upon such
contribution or to which such property is subject when contributed; and (ii)&nbsp;in
the case of any property distributed to


<P align="center" style="font-size: 10pt">1
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">a Member by the Company, the Company&#146;s Carrying Value of such property at
the time such property is distributed, reduced by any indebtedness either
assumed by such Member upon such distribution or to which such property is
subject at the time of distribution as determined under Section&nbsp;752 of the Code
and the regulations thereunder.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Agreement&#148; means this Limited Liability Company Agreement, as it may be
amended, supplemented or restated from time to time.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Assignee&#148; means a Person to whom one or more Units have been transferred
in a manner permitted under this Agreement, but who has not become a
Substituted Member, and who has the rights set forth in Section&nbsp;11.5.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Available Cash&#148; means, with respect to any period for which such
calculation is being made:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;all cash revenues and funds received by the Company from whatever
source (excluding the proceeds of any Capital Contribution, unless otherwise
determined by the Managing Member in its sole discretion) plus the amount of
any reduction (including, without limitation, a reduction resulting because the
Managing Member determines such amounts are no longer necessary) in reserves of
the Company, which reserves are referred to in clause (b)(iv) below;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;less the sum of the following (except to the extent made with the
proceeds of any Capital Contribution):


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;all interest, principal and other debt payments made during such
period by the Company,


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;all cash expenditures (including capital expenditures) made by the
Company during such period,


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;investments in any entity (including loans made thereto) to the
extent that such investments are permitted under this Agreement and are not
otherwise described in clauses (b)(i) or (ii), and


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;the amount of any increase in reserves established during such period
which the Managing Member determines is necessary or appropriate in its sole
and absolute discretion (including any reserves that may be necessary or
appropriate to account for distributions required with respect to Units having
a preference over other classes, series or sub-series of Units).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding the foregoing, after commencement of the dissolution and
liquidation of the Company, Available Cash shall not include any cash received
or reductions in reserves and shall not take into account any disbursements
made or reserves established.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Book-Tax Disparities&#148; means, with respect to any item of Contributed
Property or Adjusted Property, as of the date of any determination, the
difference between the Carrying Value of such Contributed Property or Adjusted
Property and the adjusted basis thereof for federal income tax purposes as of
such date. A Member&#146;s share of the Company&#146;s Book-Tax Disparities in all of its
Contributed Property and Adjusted Property will be reflected by the difference
between such Member&#146;s Capital Account balance as maintained pursuant to Exhibit
B and the hypothetical balance of such Member&#146;s Capital Account computed as if
it had been maintained strictly in accordance with federal income tax
accounting principles.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Business Day&#148; means any day except a Saturday, Sunday or other day on
which commercial banks in Chicago, Illinois are authorized or required by law
to close.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Capital Account&#148; means the Capital Account maintained for a Member
pursuant to Exhibit&nbsp;B. The initial Capital Account balance for each Member who
is a Member on the date hereof shall be the amount set forth opposite such
Member&#146;s name on the Member Registry.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Capital Contribution&#148; means, with respect to any Member, any cash, cash
equivalents or the Agreed Value of Contributed Property which such Member
contributes or is deemed to contribute to the Company.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Carrying Value&#148; means (i)&nbsp;with respect to a Contributed Property or
Adjusted Property, the Section 704(c) Value of such property reduced (but not
below zero) by all Depreciation with respect to such Contributed Property


<P align="center" style="font-size: 10pt">2
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">or Adjusted Property, as the case may be, charged to the Members&#146; Capital
Accounts and (ii)&nbsp;with respect to any other Company property, the adjusted
basis of such property for federal income tax purposes, all as of the time of
determination. The Carrying Value of any property shall be adjusted from time
to time in accordance with Exhibit&nbsp;B, and to reflect changes, additions
(including capital improvements thereto) or other adjustments to the Carrying
Value for dispositions and acquisitions of Company properties, as deemed
appropriate by the Managing Member.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Cash Amount&#148; means an amount of cash equal to the Value on the Valuation
Date of the Shares Amount.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Certificate of Formation&#148; means the Certificate of Formation relating to
the Company filed in the office of the Secretary of State of the State of
Delaware, as amended from time to time in accordance with the terms hereof and
the Act.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Certificate of Incorporation&#148; means the Certificate of Incorporation
relating to the Managing Member filed in the office of the Secretary of State
of the State of Delaware, as amended or restated from time to time in
accordance with the terms hereof and the Act.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Class&nbsp;B Series&nbsp;I Unit&#148; means, with respect to Class&nbsp;B Common Units, any
Unit that is not a Class&nbsp;B Series&nbsp;II Unit.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Class&nbsp;B Series&nbsp;II Unit&#148; means, with respect to Class&nbsp;B Common Units, a
Unit that is issued to any Member other than the Managing Member (unless the
Managing Member designates such Unit as a Class&nbsp;B Series&nbsp;I Unit upon issuance),
subject to the conversion of such Class&nbsp;B Series&nbsp;II Unit into Class&nbsp;B Series&nbsp;I
Unit pursuant to Section&nbsp;4.2.B.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Class&nbsp;F Convertible Units&#148; means the Units of Interest designated as the
Class&nbsp;F Convertible Units, with the designations, preferences and other rights
set forth in Attachment A hereto.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Class&nbsp;SV Units&#148; means the Units of Interest designated as the Class&nbsp;SV
Units, with the designations, preferences and other rights set forth in
Attachment B hereto.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Code&#148; means the Internal Revenue Code of 1986, as amended and in effect
from time to time, as interpreted by the applicable regulations thereunder. Any
reference herein to a specific section or sections of the Code shall be deemed
to include a reference to any corresponding provision of future law.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Common Unit&#148; means a Unit of Interest without any preference with respect
to the amount and timing of any distribution from the Company as set forth in
this Agreement and attachments hereto, and generally designated or referred to
as such by the Managing Member in this Agreement. The Company may have one or
more classes of Common Units. All Common Units issued directly to, or owned
directly by, the Managing Member shall be designated as Class&nbsp;A Common Units.
All Common Units issued directly to, or held directly by, Members other than
the Managing Member shall be designated as Class&nbsp;B Common Units. Any Class&nbsp;B
Common Units acquired by the Managing Member, pursuant to Section&nbsp;8.6 of this
Agreement or otherwise, shall be converted to Class&nbsp;A Common Units immediately
upon such acquisition. As used in this Agreement, unless specifically
mentioned otherwise, Common Units of the various classes then outstanding will
be referred to as &#147;Common Units&#148; in the aggregate.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Company&#148; means Trizec Holdings Operating LLC, the limited liability
company formed under the Act upon the terms and conditions set forth in this
Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Consent&#148; means the consent or approval of a proposed action by a Member
given in accordance with Article&nbsp;XIV.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Consent of the Non-Managing Members&#148; means the Consent of Members
(excluding for this purpose (i)&nbsp;any Interests held by the Managing Member or
the Managing Member Entity, (ii)&nbsp;any Person of which the Managing Member or the
Managing Member Entity directly or indirectly owns or controls more than fifty
percent (50%) of the voting interests and (iii)&nbsp;any Person directly or
indirectly owning or controlling more than fifty percent (50%) of the
outstanding voting interests of the Managing Member or the Managing Member
Entity) holding Interests


<P align="center" style="font-size: 10pt">3
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">representing more than fifty percent (50%) of the Percentage Interest of
the Common Units of all Non-Managing Members who are not excluded for the
purposes hereof.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Contributed Property&#148; means each property or other asset contributed to
the Company, in such form as may be permitted by the Act, but excluding cash
contributed or deemed contributed to the Company. Once the Carrying Value of a
Contributed Property is adjusted pursuant to Exhibit&nbsp;B, such property shall no
longer constitute a Contributed Property for purposes of Exhibit&nbsp;B, but shall
be deemed an Adjusted Property for such purposes.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Conversion Factor&#148; means 1.0; provided that, if the Managing Member
Entity (i)&nbsp;declares or pays a dividend on its outstanding Shares in Shares or
makes a distribution to all holders of its outstanding Shares in Shares, (ii)
subdivides its outstanding Shares or (iii)&nbsp;combines its outstanding Shares into
a smaller number of Shares, the Conversion Factor shall be adjusted by
multiplying the Conversion Factor by a fraction, the numerator of which shall
be the number of Shares issued and outstanding on the record date for such
dividend, distribution, subdivision or combination (assuming for such purposes
that such dividend, distribution, subdivision or combination has occurred as of
such time) and the denominator of which shall be the actual number of Shares
(determined without the above assumption) issued and outstanding on the record
date for such dividend, distribution, subdivision or combination; and provided
further that if an entity shall cease to be the Managing Member Entity (the
&#147;Predecessor Entity&#148;) and another entity shall become the Managing Member
Entity (the &#147;Successor Entity&#148;), the Conversion Factor shall be adjusted by
multiplying the Conversion Factor by a fraction, the numerator of which is the
Value of one Share of the Predecessor Entity, determined as of the date when
the Successor Entity becomes the Managing Member Entity, and the denominator of
which is the Value of one Share of the Successor Entity, determined as of that
same date. (For purposes of the second proviso in the preceding sentence, if
any shareholders of the Predecessor Entity will receive consideration in
connection with the transaction in which the Successor Entity becomes the
Managing Member Entity, the numerator in the fraction described above for
determining the adjustment to the Conversion Factor (that is, the Value of one
Share of the Predecessor Entity) shall be the sum of the greatest amount of
cash and the fair market value (as determined in good faith by the Managing
Member) of any securities and other consideration that the holder of one Share
in the Predecessor Entity could have received in such transaction (determined
without regard to any provisions governing fractional shares).)
Notwithstanding the foregoing, the Conversion Ratio shall not be adjusted for
the Shares of the common stock of Managing Member Entity issued upon the
conversion of one or more shares of the Class&nbsp;F stock of the Managing Member.
Any adjustment to the Conversion Factor shall become effective immediately
after the effective date of the event retroactive to the record date, if any,
for the event giving rise thereto, it being intended that (x)&nbsp;adjustments to
the Conversion Factor are to be made to avoid unintended dilution or
anti-dilution as a result of transactions in which Shares are issued, redeemed
or exchanged without a corresponding issuance, redemption or exchange of Shares
and (y)&nbsp;if a Specified Redemption Date shall fall between the record date and
the effective date of any event of the type described above, that the
Conversion Factor applicable to such redemption shall be adjusted to take into
account such event.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Convertible Funding Debt&#148; has the meaning set forth in Section&nbsp;7.5.F.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Debt&#148; means, as to any Person, as of any date of determination, (i)&nbsp;all
indebtedness of such Person for borrowed money or for the deferred purchase
price of property or services, (ii)&nbsp;all amounts owed by such Person to banks or
other Persons in respect of reimbursement obligations under letters of credit,
surety bonds and other similar instruments guaranteeing payment or other
performance of obligations by such Person, (iii)&nbsp;all indebtedness for borrowed
money or for the deferred purchase price of property or services secured by any
lien on any property owned by such Person, to the extent attributable to such
Person&#146;s interest in such property, even though such Person has not assumed or
become liable for the payment thereof, and (iv)&nbsp;obligations of such Person
incurred in connection with entering into a lease which, in accordance with
generally accepted accounting principles, should be capitalized.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Depreciation&#148; means, for each fiscal year, an amount equal to the federal
income tax depreciation, amortization, or other cost recovery deduction
allowable with respect to an asset for such year, except that if the Carrying
Value of an asset differs from its adjusted basis for federal income tax
purposes at the beginning of such year or other period, Depreciation shall be
an amount which bears the same ratio to such beginning Carrying Value as the
federal income tax depreciation, amortization, or other cost recovery deduction
for such year bears to such beginning adjusted tax basis; provided, however,
that if the federal income tax depreciation, amortization, or other cost
recovery deduction for such year is zero, Depreciation shall be determined with
reference to such beginning


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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">Carrying Value using any reasonable method selected by the Managing
Member.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Distribution Period&#148; has the meaning set forth in Section&nbsp;5.1.C.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;DRO Amount&#148; means the amount specified in the DRO Registry with respect
to any DRO Member, as such DRO Registry may be amended from time to time.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;DRO Member&#148; means a Member who has agreed in writing to be a DRO Member
and has agreed and is obligated to make certain contributions, not in excess of
such DRO Member&#146;s DRO Amount, to the Company with respect to any deficit
balance in such Member&#146;s Capital Account upon the occurrence of certain events.
A DRO Member who is obligated to make any such contribution only upon
liquidation of the Company shall be designated in the DRO Registry as a Part&nbsp;I
DRO Member and a DRO Member who is obligated to make any such contribution to
the Company either upon liquidation of the Company or upon liquidation of such
DRO Member&#146;s Interest shall be designated in the DRO Registry as a Part&nbsp;II DRO
Member.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;DRO Registry&#148; means the DRO Registry maintained by the Managing Member in
the books and records of the Company containing substantially the same
information as would be necessary to complete the Form of DRO Registry attached
hereto as Exhibit&nbsp;G.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Exchange Act&#148; means the Securities Exchange Act of 1934, as amended.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Fiscal Year&#148; means the fiscal year of the Company, which shall be the
calendar year as provided in Section&nbsp;9.2. The Taxable Year of the Company
shall be the Company&#146;s Fiscal Year.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Funding Debt&#148; means the incurrence of any Debt for the purpose of
providing funds to the Company by or on behalf of the Managing Member Entity,
the Manager Member, or any wholly owned subsidiary of either the Managing
Member or the Managing Member Entity.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Immediate Family&#148; means, with respect to any natural Person, such natural
Person&#146;s spouse, parents, descendants, nephews, nieces, brothers, and sisters.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Incapacity&#148; or &#147;Incapacitated&#148; means, (i)&nbsp;as to any individual who is a
Member, death, total physical disability or entry by a court of competent
jurisdiction adjudicating such Member incompetent to manage his or her Person
or estate, (ii)&nbsp;as to any corporation which is a Member, the filing of a
certificate of dissolution, or its equivalent, for the corporation or the
revocation of its charter, (iii)&nbsp;as to any partnership or limited liability
company which is a Member, the dissolution and commencement of winding up of
the partnership or limited liability company, (iv)&nbsp;as to any estate which is a
Member, the distribution by the fiduciary of the estate&#146;s entire interest in
the Company, (v)&nbsp;as to any trustee of a trust which is a Member, the
termination of the trust (but not the substitution of a new trustee) or (vi)&nbsp;as
to any Member, the bankruptcy of such Member. For purposes of this definition,
bankruptcy of a Member shall be deemed to have occurred when (a)&nbsp;the Member
commences a voluntary proceeding seeking liquidation, reorganization or other
relief under any bankruptcy, insolvency or other similar law now or hereafter
in effect, (b)&nbsp;the Member is adjudged as bankrupt or insolvent, or a final and
nonappealable order for relief under any bankruptcy, insolvency or similar law
now or hereafter in effect has been entered against the Member, (c)&nbsp;the Member
executes and delivers a general assignment for the benefit of the Member&#146;s
creditors, (d)&nbsp;the Member files an answer or other pleading admitting or
failing to contest the material allegations of a petition filed against the
Member in any proceeding of the nature described in clause (b)&nbsp;above, (e)&nbsp;the
Member seeks, consents to or acquiesces in the appointment of a trustee,
receiver or liquidator for the Member or for all or any substantial part of the
Member&#146;s properties, (f)&nbsp;any proceeding seeking liquidation, reorganization or
other relief under any bankruptcy, insolvency or other similar law now or
hereafter in effect has not been dismissed within one hundred twenty (120)&nbsp;days
after the commencement thereof, (g)&nbsp;the appointment without the Member&#146;s
consent or acquiescence of a trustee, receiver of liquidator has not been
vacated or stayed within ninety (90)&nbsp;days of such appointment or (h)&nbsp;an
appointment referred to in clause (g)&nbsp;is not vacated within ninety (90)&nbsp;days
after the expiration of any such stay.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Indemnitee&#148; means (i)&nbsp;any Person made a party to a proceeding by reason
of its status as (A)&nbsp;the Managing Member, (B)&nbsp;a Non-Managing Member, or (C)&nbsp;a
trustee, director or officer of either the Company or the Managing Member and
(ii)&nbsp;such other Persons (including Affiliates of either a Member or the
Company) as the Managing


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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">Member may designate from time to time (whether before or after the event
giving rise to potential liability), in its sole and absolute discretion.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Interest&#148; means an interest in the Company representing a fractional part
of the ownership interest in the Company and includes any and all benefits to
which the holder of such an interest may be entitled as provided in this
Agreement, together with all obligations of such Person to comply with the
terms and provisions of this Agreement. An Interest shall be expressed as a
number of Units.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;IRS&#148; means the Internal Revenue Service, which administers the internal
revenue laws of the United States.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Liquidating Event&#148; has the meaning set forth in Section&nbsp;13.1.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Liquidator&#148; has the meaning set forth in Section&nbsp;13.2.A.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Managing Member&#148; means Trizec Properties, Inc., a Delaware corporation,
or its successor, as managing member of the Company.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Managing Member Entity&#148; means the Managing Member; provided, however,
that if both (i)&nbsp;the common stock (or other comparable equity interests) of the
Managing Member are at any time not Publicly Traded and (ii)&nbsp;the common stock
(or other comparable equity interests) of an entity that owns, directly or
indirectly, fifty percent (50%) or more of the common stock (or other
comparable equity interests) of the Managing Member are Publicly Traded, the
term &#147;Managing Member Entity&#148; shall refer to such entity whose common stock (or
other comparable equity securities) are Publicly Traded.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Managing Member Payment&#148; has the meaning set forth in Section&nbsp;15.14
hereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Member&#148; means any Person named as a Member, including the Managing Member
or a Non-Managing Member, in the Member Registry or any Substituted Member or
Additional Member, in such Person&#146;s capacity as a Member of the Company.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Member Registry&#148; means the Member Registry maintained by the Managing
Member in the books and records of the Company containing substantially the
same information as would be necessary to complete the form of Member Registry
attached hereto as Exhibit&nbsp;A.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Net Income&#148; means, for any taxable period, the excess, if any, of the
Company&#146;s items of income and gain for such taxable period over the Company&#146;s
items of loss and deduction for such taxable period. The items included in the
calculation of Net Income shall be determined in accordance with Exhibit&nbsp;B. If
an item of income, gain, loss or deduction that has been included in the
initial computation of Net Income is subjected to the special allocation rules
in Exhibit&nbsp;C and the allocation provisions of the Attachments A and B, Net
Income or the resulting Net Loss, whichever the case may be, shall be
recomputed without regard to such item.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Net Loss&#148; means, for any taxable period, the excess, if any, of the
Company&#146;s items of loss and deduction for such taxable period over the
Company&#146;s items of income and gain for such taxable period. The items included
in the calculation of Net Loss shall be determined in accordance with Exhibit
B. If an item of income, gain, loss or deduction that has been included in the
initial computation of Net Loss is subjected to the special allocation rules in
Exhibit&nbsp;C and the allocation provisions of the Attachments A and B, Net Loss or
the resulting Net Income, whichever the case may be, shall be recomputed
without regard to such item.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;New Securities&#148; means (i)&nbsp;any rights, options, warrants or convertible or
exchangeable securities having the right to subscribe for or purchase Shares,
excluding grants under any Share Option Plan, or (ii)&nbsp;any Debt issued by the
Managing Member Entity that provides any of the rights described in clause (i).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Non-Managing Member&#148; means each Person named in the Member Registry other
than the Managing Member.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Nonrecourse Built-in Gain&#148; means, with respect to any Contributed
Properties or Adjusted Properties that are


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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">subject to a mortgage or negative pledge securing a Nonrecourse Liability,
the amount of any taxable gain that would be allocated to the Members pursuant
to Section&nbsp;2.B of Exhibit&nbsp;C if such properties were disposed of in a taxable
transaction in full satisfaction of such liabilities and for no other
consideration.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Nonrecourse Deductions&#148; has the meaning set forth in Regulations Section
1.704-2(b)(1), and the amount of Nonrecourse Deductions for a Fiscal Year shall
be determined in accordance with the rules of Regulations Section&nbsp;1.704-2(c).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Nonrecourse Liability&#148; has the meaning set forth in Regulations Section
1.752-1(a)(2).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Notice of Redemption&#148; means a Notice of Redemption substantially in the
form of Exhibit&nbsp;D.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Partner Minimum Gain&#148; means an amount, with respect to each Partner
Nonrecourse Debt, equal to the Partnership Minimum Gain that would result if
such Partner Nonrecourse Debt were treated as a Nonrecourse Liability,
determined in accordance with Regulations Section&nbsp;1.704-2(i)(3).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Partner Nonrecourse Debt&#148; has the meaning set forth in Regulations
Section&nbsp;1.704-2(b)(4).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Partner Nonrecourse Deductions&#148; has the meaning set forth in Regulations
Section&nbsp;1.704-2(i), and the amount of Partner Nonrecourse Deductions with
respect to a Partner Nonrecourse Debt for a Fiscal Year shall be determined in
accordance with the rules of Regulations Section&nbsp;1.704-2(i)(2).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Partnership Minimum Gain&#148; has the meaning set forth in Regulations
Section&nbsp;1.704-2(b)(2), and the amount of Partnership Minimum Gain, as well as
any net increase or decrease in Partnership Minimum Gain, for a Fiscal Year
shall be determined in accordance with the rules of Regulations Section
1.704-2(d).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Percentage Interest&#148; means as to a Member holding a class or series of
Units, its interest in such class or series, as appropriate, determined by
dividing the Units of such class or series owned by such Member by the total
number of Units of such class or series then outstanding. For purposes of
determining the Percentage Interest of the Common Units, all Classes of Common
Units (including both Series&nbsp;I and Series&nbsp;II Units thereof) shall be treated as
one class.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Person&#148; means a natural person, partnership (whether general or limited),
trust, estate, association, corporation, limited liability company,
unincorporated organization, custodian, nominee or any other individual or
entity in its own or any representative capacity.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Predecessor Entity&#148; has the meaning set forth in the definition of
&#147;Conversion Factor&#148; herein.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Publicly Traded&#148; means listed or admitted to trading on the New York
Stock Exchange, the American Stock Exchange or another national securities
exchange or designated for quotation on the NASDAQ National Market, or any
successor to any of the foregoing.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Qualified Assets&#148; means any of the following assets: (i)&nbsp;Interests,
rights, options, warrants or convertible or exchangeable securities of the
Company; (ii)&nbsp;Debt issued by the Company or any Subsidiary thereof in
connection with the incurrence of Funding Debt; (iii)&nbsp;equity interests in
Qualified REIT Subsidiaries and limited liability companies whose assets
consist solely of Qualified Assets; (iv)&nbsp;up to a one percent (1%) equity
interest in any partnership or limited liability company the remainder of
the equity of which is owned, directly or indirectly, by the Company,
provided that, where the Managing Member&#146;s equity interest is in a
partnership, and the Managing Member is not a general partner, such
minority equity interest owned by the Managing Member shall represent at
least one percent (1%) of the total fair market value of all equity
interests in such partnership ; (v)&nbsp;cash held for payment of administrative
expenses or pending distribution to security holders of the Managing Member
Entity or any wholly owned Subsidiary thereof or pending contribution to
the Company; (vi)&nbsp;the assets set forth in Attachment C hereto and (vii)
other tangible and intangible assets that, taken as a whole, are de minimis
in relation to the net assets of the Company and its Subsidiaries. The
Managing Member is authorized to add to, or remove from, the definition of
Qualified Assets any asset the addition or removal of which shall further
the purpose of this Agreement.


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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Qualified REIT Subsidiary&#148; means any Subsidiary of the Managing Member
that is a &#147;qualified REIT subsidiary&#148; within the meaning of Section 856(i) of
the Code.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Recapture Income&#148; means any gain recognized by the Company (computed
without regard to any adjustment required by Section&nbsp;734 or Section&nbsp;743 of the
Code) upon the disposition of any property or asset of the Company, which gain
is characterized either as ordinary income or as &#147;unrecaptured Section&nbsp;1250
gain&#148; (as defined in Section&nbsp;1(h)(6) of the Code) because it represents the
recapture of depreciation deductions previously taken with respect to such
property or asset.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Record Date&#148; means the record date established by the Managing Member
either (i)&nbsp;for the distribution of Available Cash pursuant to Section&nbsp;5.1
hereof, which record date shall be any of the following: (1)&nbsp;the record date
established by the Managing Member for a distribution to its shareholders of
some or all of its portion of such distribution, (2)&nbsp;each date when a Capital
Contribution is made, (3)&nbsp;each date an Additional Member or Substitute Member
is admitted to the Company, (4)&nbsp;each date a Member is redeemed , (5)&nbsp;each date
a Unit is converted into a Share, (6)&nbsp;each date there is a change in the
Percentage Interests of the Members of any class of Units, and (7)&nbsp;there is a
new Assignee, or (ii)&nbsp;if applicable, for determining the Members entitled to
vote on, or consent to, any proposed action for which the consent or approval
of the Members is sought pursuant to Section&nbsp;14.2 hereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Recourse Liabilities&#148; means the amount of liabilities owed by the Company
(other than Nonrecourse Liabilities and liabilities to which Partner
Nonrecourse Deductions are attributable in accordance with Section&nbsp;1.704-(2)(i)
of the Regulations).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Redeeming Member&#148; has the meaning set forth in Section&nbsp;8.6.A.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Redemption Amount&#148; means either the Cash Amount or the Shares Amount, as
determined by the Managing Member, in its sole and absolute discretion;
provided that if the Shares are not Publicly Traded at the time a Redeeming
Member exercises its Redemption Right, the Redemption Amount shall be paid only
in the form of the Cash Amount unless the Redeeming Member, in its sole and
absolute discretion, consents to payment of the Redemption Amount in the form
of the Shares Amount. A Redeeming Member shall have no right, without the
Managing Member&#146;s consent, in its sole and absolute discretion, to receive the
Redemption Amount in the form of the Shares Amount.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Redemption Right&#148; has the meaning set forth in Section&nbsp;8.6.A.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Regulations&#148; means the Treasury Regulations promulgated under the Code,
as such regulations may be amended from time to time (including corresponding
provisions of succeeding regulations).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;REIT&#148; means an entity that qualifies as a real estate investment trust
under the Code.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;REIT Requirements&#148; has the meaning set forth in Section&nbsp;5.1.A.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Residual Gain&#148; or &#147;Residual Loss&#148; means any item of gain or loss, as the
case may be, of the Company recognized for federal income tax purposes
resulting from a sale, exchange or other disposition of Contributed Property or
Adjusted Property, to the extent such item of gain or loss is not allocated
pursuant to Section&nbsp;2.B.1(a) or 2.B.2(a) of Exhibit&nbsp;C to eliminate Book-Tax
Disparities.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Safe Harbor&#148; has the meaning set forth in Section&nbsp;11.6.F.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Securities Act&#148; means the Securities Act of 1933, as amended.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Section&nbsp;704(c) Value&#148; of any Contributed Property means the fair market
value of such property at the time of contribution as determined by the
Managing Member using such reasonable method of valuation as they may adopt;
provided, however, subject to Exhibit&nbsp;B, the Managing Member shall, in its sole
and absolute discretion, use such method as it deems reasonable and appropriate
to allocate the aggregate of the Section 704(c) Value of Contributed Properties
in a single or integrated transaction among each separate property on a basis
proportional to its fair


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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">market values.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Series&nbsp;I Percentage&#148; has the meaning set forth in Section&nbsp;5.1.C.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Series&nbsp;I Units&#148; has the meaning set forth in Section&nbsp;5.1.C.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Series&nbsp;II Percentage&#148; has the meaning set forth in Section&nbsp;5.1.C.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Share&#148; means a share of stock (or other comparable equity interest) of
the Managing Member Entity. Shares may be issued in one or more classes or
series in accordance with the terms of the Certificate of Incorporation (or, if
the Managing Member Entity is not the Managing Member, the organizational
documents of the Managing Member Entity). If there is more than one class or
series of Shares, the term &#147;Shares&#148; shall, as the context requires, be deemed
to refer to the class or series of Shares that corresponds to the class, series
or sub-series of Interests for which the reference to Shares is made.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Shares Amount&#148; means a number of Shares equal to the product of the
number of Units offered for redemption by a Redeeming Member times the
Conversion Factor; provided that, if the Managing Member Entity issues to all
holders of Shares securities, rights, options, warrants or convertible or
exchangeable securities entitling such holders to subscribe for or purchase
Shares or any other securities or property (collectively, the &#147;rights&#148;), then
the Shares Amount shall also include such rights that a holder of that number
of Shares would be entitled to receive unless the Company issues corresponding
rights to holders of Units.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Share Option Plan&#148; means any equity incentive plan of the Managing
Member, the Managing Member Entity, the Company and/or any Affiliate of the
Company.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Specified Redemption Date&#148; means the tenth Business Day after receipt by
the Managing Member of a Notice of Redemption or such shorter period as the
Managing Member, in its sole and absolute discretion, may determine; provided
that, if the Shares are not Publicly Traded, the Specified Redemption Date
means the thirtieth Business Day after receipt by the Managing Member of a
Notice of Redemption.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Subsidiary&#148; means, with respect to any Person, any corporation, limited
liability company, trust, partnership or joint venture, or other entity of
which a majority of (i)&nbsp;the voting power of the voting equity securities or
(ii)&nbsp;the outstanding equity interests is owned, directly or indirectly, by such
Person.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Substituted Member&#148; means a Person who is admitted as a Member of the
Company pursuant to Section&nbsp;11.4 and who is shown as a Member in the Member
Registry.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Successor Entity&#148; has the meaning set forth in the definition of
&#147;Conversion Factor&#148; herein.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Termination Transaction&#148; has the meaning set forth in Section&nbsp;11.2.B.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Unit&#148; means a fractional, undivided share of the Interests of all Members
issued pursuant to Sections&nbsp;4.1 and 4.2, and includes Common Units, Class&nbsp;F
Convertible Units, Class&nbsp;SV Units, and any other classes of Units established
after the date hereof. The number of Units outstanding and the Percentage
Interests of the class of the Interests represented by such Units as set forth
in the Member Registry. Fractional Units may be issued by the Company.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Unrealized Gain&#148; attributable to any item of Company property means, as
of any date of determination, the excess, if any, of (i)&nbsp;the fair market value
of such property (as determined under Exhibit&nbsp;B) as of such date, over (ii)&nbsp;the
Carrying Value of such property (prior to any adjustment to be made pursuant to
Exhibit&nbsp;B) as of such date.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Unrealized Loss&#148; attributable to any item of Company property means, as
of any date of determination, the excess, if any, of (i)&nbsp;the Carrying Value of
such property (prior to any adjustment to be made pursuant to Exhibit&nbsp;B) as of
such date, over (ii)&nbsp;the fair market value of such property (as determined
under Exhibit&nbsp;B) as of such date.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Valuation Date&#148; means the date of receipt by the Managing Member of a
Notice of Redemption or, if such date


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<P align="left" style="font-size: 10pt">is not a Business Day, the first Business Day thereafter.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Value&#148; means, with respect to one Share of a class of outstanding Shares
that are Publicly Traded the average of the daily market price for the ten
consecutive trading days immediately preceding the date with respect to which
value must be determined. The market price for each such trading day shall be
the closing price, regular way, on such day, or if no such sale takes place on
such day, the average of the closing bid and asked prices on such day. If the
outstanding Shares of the Managing Member Entity are Publicly Traded and the
Shares Amount includes, in addition to the Shares, rights or interests that a
holder of Shares has received or would be entitled to receive, then the Value
of such rights shall be determined by the Managing Member acting in good faith
on the basis of such quotations and other information as it considers, in its
reasonable judgment, appropriate. If the Shares of the Managing Member Entity
are not Publicly Traded, the Value of the Shares Amount per Unit offered for
redemption (which will be the Cash Amount per Unit offered for redemption
payable pursuant to Section&nbsp;8.6.A) means the amount that a holder of one Unit
would receive if each of the assets of the Company were to be sold for its fair
market value on the Specified Redemption Date, the Company were to pay all of
its outstanding liabilities, and the remaining proceeds were to be distributed
to the Members in accordance with the terms of this Agreement. Such Value shall
be determined by the Managing Member, acting in good faith and based upon a
commercially reasonable estimate of the amount that would be realized by the
Company if each asset of the Company (and each asset of each partnership,
limited liability company, trust, joint venture or other entity in which the
Company owns a direct or indirect interest) were sold to an unrelated purchaser
in an arms&#146; length transaction where neither the purchaser nor the seller were
under economic compulsion to enter into the transaction (without regard to any
discount in value as a result of the Company&#146;s minority interest in any
property or any illiquidity of the Company&#146;s interest in any property).


<P align="center" style="font-size: 10pt">ARTICLE II<BR>
ORGANIZATIONAL MATTERS



<P align="left" style="font-size: 10pt">SECTION 2.1 ORGANIZATION



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;Organization, Status and Rights. The Company is a limited liability
company organized pursuant to the provisions of the Act and upon the terms and
conditions set forth in this Agreement. The Members hereby confirm and agree
to their status as Members of the Company and to continue the business of the
Company on the terms set forth in this Agreement. Except as expressly provided
herein, the rights and obligations of the Members and the administration and
termination of the Company shall be governed by the Act. The Interest of each
Member shall be personal property for all purposes.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;Qualification of Company. The Members (i)&nbsp;agree that if the laws of
any jurisdiction in which the Company transacts business so require, Managing
Member, the appropriate officers or other authorized representatives of the
Company shall file, or shall cause to be filed, with the appropriate office in
that jurisdiction, any documents necessary for the Company to qualify to
transact business under such laws; and (ii)&nbsp;agree and obligate themselves to
execute, acknowledge, and cause to be filed for record, in the place or places
and manner prescribed by law, any amendments to the Certificate as may be
required, either by the Act, by the laws of any jurisdiction in which the
Company transacts business, or by this Agreement, to reflect changes in the
information contained therein or otherwise to comply with the requirements of
law for the continuation, preservation, and operation of the Company as a
limited liability company under the Act.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.&nbsp;Representations. Each Member represents and warrants that such Member
is duly authorized to execute, deliver, and perform its obligations under this
Agreement and that the Person, if any, executing this Agreement on behalf of
such Member is duly authorized to do so and that this Agreement is binding on
and enforceable against such Member in accordance with its terms.


<P align="left" style="font-size: 10pt">SECTION 2.2 NAME



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The name of the Company is Trizec Holdings Operating LLC. The Company&#146;s
business may be conducted under any other name or names deemed advisable by the
Managing Member permitted under law, including the name of any of the Managing
Member or any Affiliate thereof. The words &#147;Limited Liability Company,&#148;
&#147;L.L.C.,&#148; &#147;LLC&#148;


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<P align="left" style="font-size: 10pt">and any other words or letters shall be included in the Company&#146;s name
where necessary for the purposes of complying with the laws of any jurisdiction
that so requires. The Managing Member in its sole and absolute discretion may
change the name of the Company at any time and from time to time and shall
notify the Non-Managing Members of such change in the next regular
communication to the Non-Managing Members.


<P align="left" style="font-size: 10pt">SECTION 2.3 REGISTERED OFFICE AND AGENT; PRINCIPAL OFFICE



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The address of the registered office of the Company in the State of
Delaware shall be located at 2711 Centerville Road, Suite&nbsp;400, Wilmington,
County of New Castle, Delaware 19808, and the registered agent for service of
process on the Company in the State of Delaware at such registered office shall
be The Prentice-Hall Corporation System, Inc. The principal office of the
Company shall be 10 S. Riverside Plaza, Suite&nbsp;1100, Chicago, Illinois 60606, or
such other place as the Managing Member may from time to time designate by
notice to the Non-Managing Members. The Company may maintain offices at such
other place or places within or outside the State of Delaware as the Managing
Member deems advisable.


<P align="left" style="font-size: 10pt">SECTION 2.4 TERM



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The term of the Company commenced on December&nbsp;22, 2004, and shall continue
until dissolved pursuant to the provisions of Article&nbsp;XIII or as otherwise
provided by law.


<P align="center" style="font-size: 10pt">ARTICLE III<BR>
PURPOSE



<P align="left" style="font-size: 10pt">SECTION 3.1 PURPOSE AND BUSINESS



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The purpose and nature of the business to be conducted by the Company is
(i)&nbsp;to conduct any business that may be lawfully conducted by a limited
liability company organized pursuant to the Act, (ii)&nbsp;to enter into any
corporation, partnership, joint venture, trust, limited liability company or
other similar arrangement to engage in any of the foregoing or the ownership of
interests in any entity engaged, directly or indirectly, in any of the
foregoing and (iii)&nbsp;to do anything necessary or incidental to the foregoing;
provided, however, that any business shall be limited to and conducted in such
a manner as to permit the Managing Member and, if different, the Managing
Member Entity at all times to be classified as a REIT, unless the Managing
Member or Managing Member Entity, as applicable, in its sole and absolute
discretion has chosen to cease to qualify as a REIT or has chosen not to
attempt to qualify as a REIT for any reason or reasons whether or not related
to the business conducted by the Company. In connection with the foregoing, and
without limiting the Managing Member or the Managing Member Entity&#146;s right in
its sole and absolute self discretion, to cease qualifying as a REIT, the
Members acknowledge that the status of the Managing Member and the Managing
Member Entity as a REIT inures to the benefit of all the Members and not solely
to the Managing Member, the Managing Member Entity or their Affiliates.


<P align="left" style="font-size: 10pt">SECTION 3.2 POWERS



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company is empowered to do any and all acts and things necessary,
appropriate, proper, advisable, incidental to or convenient for the furtherance
and accomplishment of the purposes and business described herein and for the
protection and benefit of the Company, including, without limitation, full
power and authority, directly or through its ownership interest in other
entities, to enter into, perform and carry out contracts of any kind, borrow
money and issue evidences of indebtedness, whether or not secured by mortgage,
deed of trust, pledge or other lien, acquire, own, manage, improve and develop
real property, and lease, sell, transfer and dispose of real property;
provided, however, that the Company shall not take, or shall refrain from
taking, any action which, in the judgment of the Managing Member, in its sole
and absolute discretion, (i)&nbsp;could adversely affect the ability of the Managing
Member, and if different, the Managing Member Entity to continue to qualify as
a REIT, (ii)&nbsp;could subject the Managing Member Entity to any taxes under
Section&nbsp;857 or Section&nbsp;4981 of the Code or (iii)&nbsp;could violate any law or
regulation of any governmental body or agency having jurisdiction over either
the Managing Member or the Managing Member Entity or their securities, unless
such action (or inaction) shall have been specifically consented to by the
Managing Member in writing.


<P align="center" style="font-size: 10pt">11
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<P align="center" style="font-size: 10pt">ARTICLE IV<BR>
CAPITAL CONTRIBUTIONS AND ISSUANCES OF INTERESTS



<P align="left" style="font-size: 10pt">SECTION 4.1 CAPITAL CONTRIBUTIONS OF THE MEMBERS



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Concurrent with the execution of this Agreement, the Members have made the
Capital Contributions as set forth in the Member Registry. On the date hereof,
the Members own Units in the amounts set forth in the Member Registry and have
Percentage Interests in the Company as set forth in the Member Registry. The
number of Units and Percentage Interest shall be adjusted in the Member
Registry from time to time by the Managing Member to the extent necessary to
reflect accurately exchanges, redemptions, Capital Contributions, the issuance
of additional Units or other Interests, or similar events having an effect on a
Member&#146;s Percentage Interest occurring after the date hereof in accordance with
the terms of this Agreement. To the extent the Company acquires any property by
the merger of any other Person into the Company or any of its Subsidiaries,
Persons who receive Units or other Interests in exchange for their interests in
the Person merging into the Company or any Subsidiary shall become Members and
shall be deemed to have made Capital Contributions as provided in the
applicable merger agreement and as set forth in the Member Registry. Except as
provided in Sections&nbsp;7.5, 10.5 and 13.3 hereof, the Members shall have no
obligation to make any additional Capital Contributions or provide any
additional funding to the Company (whether in the form of loans, repayments of
loans or otherwise). Except as otherwise set forth in Section&nbsp;13.3 hereof, no
Member shall have any obligation to restore any deficit that may exist in its
Capital Account, either upon a liquidation of the Company or otherwise.


<P align="left" style="font-size: 10pt">SECTION 4.2 ISSUANCES OF INTERESTS



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;General. Subject to limitations imposed on the designations of Units as
set forth in definition of the Units in Article&nbsp;I of this Agreement, the
Managing Member is hereby authorized to cause the Company from time to time to
issue to Members (including the Managing Member and its Affiliates) or other
Persons (including, without limitation, in connection with the contribution of
property to the Company or any of its Subsidiaries) Units or other Interests in
one or more classes with such designations, preferences and relative,
participating, optional or other special rights, powers and duties, including
rights, powers and duties senior to one or more other classes of Units or other
Interests, all as shall be determined, subject to applicable Delaware law, by
the Managing Member in its sole and absolute discretion, including, without
limitation, (i)&nbsp;the allocations of items of Company income, gain, loss,
deduction and credit to each such class of Interests, (ii)&nbsp;the right of each
such class of Units or other Interests to share in Company distributions (iii)
the rights of each such class of Units or other Interests upon dissolution and
liquidation of the Company, (iv)&nbsp;the rights, if any, of each such class to vote
on matters that require the vote or Consent of the Non-Managing Members, and
(v)&nbsp;the consideration, if any, to be received by the Company; provided that no
such Units or other Interests shall be issued to the Managing Member unless
either (a)&nbsp;the Units or such other Interests are issued in connection with the
grant, award or issuance of Shares or other equity interests in the Managing
Member Entity (including a transaction described in Section&nbsp;7.4.F) having
designations, preferences and other rights such that the economic interests
attributable to such Shares or other equity interests are substantially similar
to the designations, preferences and other rights (except voting rights) of the
Units or other Interests issued to the Managing Member in accordance with this
Section&nbsp;4.2.A or (b)&nbsp;the additional Units or other Interests are issued to all
Members holding Units or other Interests in the same class in proportion to
their respective Percentage Interests in such class. If the Company issues
Units or other Interests pursuant to this Section&nbsp;4.2.A, the Managing Member
shall make such revisions to this Agreement (including but not limited to the
revisions described in Section&nbsp;5.4, Section&nbsp;6.2 and Section&nbsp;8.6) as it deems
necessary to reflect the issuance of such Units or other Interests. The
designation of any newly issued class of Units or other Interests may provide a
formula for treating such Units or other Interests solely for purposes of
voting on or consenting to any matter that requires the vote or Consent of the
Non-Managing Members as set forth in one or more of Sections&nbsp;7.5.A, 7.11.A,
7.11.B, 11.2.B, 13.1(i), 13.1(ii), 13.1(vi), 14.1.A, 14.1.C, 14.2.A, and 14.2.B
of this Agreement as the equivalent of a specified number (including any
fraction thereof) of Series&nbsp;I Units.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;Classes, Series and Sub-Series of Units. From and after the date of
this Agreement, the Company shall have three classes of Units entitled &#147;Class&nbsp;A
Common Units,&#148; &#147;Class&nbsp;F Convertible Units&#148; and &#147;Class&nbsp;SV Units&#148; and such
additional classes of Units as may be created by the Managing Member pursuant
to Section&nbsp;4.2.A. Subject to


<P align="center" style="font-size: 10pt">12
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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">limitations imposed on the designations of Units as set forth in
definition of Units in Article&nbsp;I of this Agreement, the Common Units (of one or
more classes), Class&nbsp;F Convertible Units, Class&nbsp;SV Units, or a class of
Interests created pursuant to Section&nbsp;4.2A, at the election of the Managing
Member, in its sole and absolute discretion, may be issued to newly admitted
Members in exchange for the contribution by such Members of cash, real estate
partnership interests, stock, notes or other assets or consideration. Each
Class&nbsp;B Series&nbsp;II Unit shall be converted automatically into a Class&nbsp;B Series&nbsp;I
Unit on the day immediately following the payment date for the Distribution
Period (as defined in Section&nbsp;5.1.C) in which such Series&nbsp;II Unit was issued,
without the requirement for any action by the Managing Member, the Company or
the Member holding the Class&nbsp;B Series&nbsp;II Unit. In addition, any Class&nbsp;B Series
II Units may be further classified into more than one sub-series as provided in
Section&nbsp;5.1.D below.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.&nbsp;Preferred Units Outstanding. Pursuant to Section&nbsp;4.2.A., the Company
has heretofore established and issued Class&nbsp;F Convertible Units and Class&nbsp;SV
Units. The terms and conditions of the Class&nbsp;F Convertible Units and the Class
SV Units are set forth in Attachment A and Attachment B, respectively, attached
hereto and made part hereof.


<P align="left" style="font-size: 10pt">SECTION 4.3 NO PREEMPTIVE RIGHTS



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Except to the extent expressly granted by the Company pursuant to another
agreement, no Person shall have any preemptive, preferential or other similar
right with respect to (i)&nbsp;additional Capital Contributions or loans to the
Company or (ii)&nbsp;issuance or sale of any Units or other Interests.


<P align="left" style="font-size: 10pt">SECTION 4.4 OTHER CONTRIBUTION PROVISIONS



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;General. If any Member is admitted to the Company and is given a
Capital Account in exchange for services rendered to the Company, such
transaction shall be treated by the Company and the affected Member as if the
Company had compensated such Member in cash, and the Member had made as Capital
Contribution of such cash to the capital of the Company.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;Mergers. To the extent the Company acquires any property (or an
indirect interest therein) by the merger of any other Person into the Company
or with or into a Subsidiary of the Company in a triangular merger, Persons who
receive Units or other Interests in exchange for their interest in the Person
merging into the Company or with or into a Subsidiary of the Company shall
become Members and shall be deemed to have made Capital Contributions as
provided in the applicable merger agreement (or if not so provided, as
determined by the Managing Member in its sole and absolute discretion) and as
set forth in the Member Registry.


<P align="left" style="font-size: 10pt">SECTION 4.5 NO INTEREST ON CAPITAL



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No Member shall be entitled to interest on its Capital Contributions or
its Capital Account.


<P align="center" style="font-size: 10pt">ARTICLE V<BR>
DISTRIBUTIONS



<P align="left" style="font-size: 10pt">SECTION 5.1 REQUIREMENT AND CHARACTERIZATION OF DISTRIBUTIONS



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;General. The Managing Member shall distribute at least quarterly an
amount equal to one hundred percent (100%) of the Available Cash of the Company
with respect to such quarter or shorter period to the Members in accordance
with the terms established for the class of Units held by such Members who are
Members on the respective Record Date with respect to such quarter or shorter
period as provided in Sections&nbsp;5.1.B, 5.1.C and 5.1.D and in accordance with
the respective terms established for each class of Units. Notwithstanding
anything to the contrary contained herein, in no event may a Member receive a
distribution of Available Cash with respect to a Unit with respect to periods
after the redemption or exchange by the Member of the Unit. Unless otherwise
expressly provided for herein, in Attachment A hereto with respect to Class&nbsp;F
Convertible Units, in Attachment B hereto with respect to Class&nbsp;SV Units, or in
the terms established for a new class of Units created in accordance with
Article&nbsp;IV hereof, no Unit or other Interest shall be entitled to a
distribution in preference to any other Unit or Interest. The Managing Member
shall make such reasonable efforts, as determined by it in its sole and
absolute discretion and


<P align="center" style="font-size: 10pt">13
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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">consistent with the qualification of the Managing Member Entity as a REIT,
to distribute Available Cash (a)&nbsp;to Members so as to preclude any such
distribution or portion thereof from being treated as part of a sale of
property to the Company by a Member under Section&nbsp;707 of the Code or the
Regulations thereunder; provided that the Managing Member and the Company shall
not have liability to a Member under any circumstances as a result of any
distribution to a Member being so treated, and (b)&nbsp;to the Managing Member in an
amount sufficient to enable the Managing Member Entity to make distributions to
its shareholders that will enable the Managing Member Entity to (1)&nbsp;satisfy the
requirements for qualification as a REIT under the Code and the Regulations
(the &#147;REIT Requirements&#148;), and (2)&nbsp;avoid any federal income or excise tax
liability.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;Method. (i)&nbsp;Each holder of Units of a class that is entitled to any
preference in distribution (including, without limitation, the preferences in
distribution set forth in Attachment A hereto with respect to Class&nbsp;F
Convertible Units) shall be entitled to a distribution in accordance with the
terms and conditions of any such class of Units; and


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;To the extent there is Available Cash remaining after the payment of
any preference in distribution in accordance with the foregoing clause (i),
with respect to Units of classes that are not entitled to any preference in
distribution, including the Common Units and the Class&nbsp;SV Units, to each such
class and, if applicable, to each series within such class in accordance with
the terms and conditions of such class and, if applicable, series (and, in the
case of Common Units, all distributions, other than distributions pursuant to
Section&nbsp;5.1.C or 5.1.D, shall be made pro-rata among the Common Units on a per
Unit basis).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.&nbsp;Distributions When Series&nbsp;II Units Are Outstanding. If for any quarter
or shorter period with respect to which a distribution is to be made (a
&#147;Distribution Period&#148;), Class&nbsp;B Series&nbsp;II Units are outstanding on a Record
Date for such Distribution Period, the Managing Member shall allocate the
Available Cash with respect to such Distribution Period available for
distribution with respect to Common Units between the Members who are holders
of Class&nbsp;A Units and Class&nbsp;B Series&nbsp;I Common Units on the one hand (together,
the &#147;Series&nbsp;I Units&#148;) and the Members who are holders of Class&nbsp;B Series&nbsp;II
Units on the other hand, as follows:



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) the Series&nbsp;I Units shall receive that portion of the Available Cash
(the &#147;Series&nbsp;I Percentage&#148;) determined by multiplying the amount of Available
Cash distributable to Common Units by the following fraction:


<P align="left" style="font-size: 10pt">A x Y
<HR size="1" noshade width="20%" align="left">
<DIV align="left" style="font-size: 10pt">(A x Y)&#043;(B x X)</DIV>



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) the Class&nbsp;B Series&nbsp;II Units shall receive that portion of the
Available Cash (the &#147;Series&nbsp;II Percentage&#148;) determined by multiplying the
amount of Available Cash distributable to Common Units by the following
fraction:


<P align="left" style="font-size: 10pt">B x X
<HR size="1" noshade width="20%" align="left">
<DIV align="left" style="font-size: 10pt">(A x Y)&#043;(B x X)</DIV>



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3) For purposes of the foregoing formulas, (i) &#147;A&#148; equals the number of
the Series&nbsp;I Units outstanding on the last Record Date immediately before
the distribution for such Distribution Period; (ii) &#147;B&#148; equals the number of
Class&nbsp;B Series&nbsp;II Units outstanding on the last Record Date for such
Distribution Period; (iii) &#147;Y&#148; equals the number of days in the Distribution
Period; and (iv) &#147;X&#148; equals the number of days in the Distribution Period for
which the Class&nbsp;B Series&nbsp;II Units were issued and outstanding.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Series&nbsp;I Percentage shall be distributed pro rata among Members
holding the Series&nbsp;I Units on the last Record Date immediately before the
distribution for the Distribution Period in accordance with the number of
Series&nbsp;I Units held by each Member on such Record Date; provided that in no
event may a Member receive a distribution of Available Cash with respect to a
Series&nbsp;I Unit if a Member is entitled to receive a distribution with respect to
a Unit for which such Series&nbsp;I Unit has been redeemed or exchanged. If Class
B Series&nbsp;II Units were issued on the same date, the Series&nbsp;II Percentage shall
be distributed pro rata among the Members holding Series&nbsp;II Units on the Record
Date for the Distribution Period in accordance with the number of Series&nbsp;II
Units held by each Member on


<P align="center" style="font-size: 10pt">14
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">such Record Date. In no event shall any Series&nbsp;II Units be entitled to
receive any distribution of Available Cash for any Distribution Period ending
prior to the date on which such Series&nbsp;II Units are issued.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.&nbsp;Distributions When Series&nbsp;II Units Have Been Issued on Different Dates.
If Class&nbsp;B Series&nbsp;II Units which have been issued on different Record Dates
during the Distribution Period are outstanding on the last Record Date
immediately before the distribution for any Distribution Period, then the
Series&nbsp;II Units issued on each particular Record Date shall be treated as a
separate sub-series of Class&nbsp;B Series&nbsp;II Units for purposes of making the
allocation of Available Cash for such Distribution Period among the holders of
Class&nbsp;B Series&nbsp;II Units (and the formula for making such allocation, and the
definitions of variables used therein, shall be modified accordingly). Thus,
for example, if two sub-series of Class&nbsp;B Series&nbsp;II Units are outstanding on
the last Record Date immediately before the distribution for any Distribution
Period, the allocation formula for each sub-series, &#147;Sub-Series&nbsp;IIA&#148; and
&#147;Sub-Series&nbsp;IIB,&#148; of Class&nbsp;B Series&nbsp;II Units would be as follows:



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) Sub-Series&nbsp;IIA of Class&nbsp;B Series&nbsp;II Units shall receive that portion
of the Available Cash determined by multiplying the amount of Available Cash
distributable to Common Units by the following fraction:


<P align="left" style="font-size: 10pt">B1 x X1
<HR size="1" noshade width="20%" align="left">
<DIV align="left" style="font-size: 10pt">(A x Y)&#043;(B1 x X1)&#043;(B2 x X2)</DIV>



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) Sub-Series&nbsp;IIB of Class&nbsp;B Series&nbsp;II Units shall receive that portion
of the Available Cash determined by multiplying the amount of Available Cash
distributable to Common Units by the following fraction:


<P align="left" style="font-size: 10pt">B2 x X2
<HR size="1" noshade width="20%" align="left">
<DIV align="left" style="font-size: 10pt">(A x Y)&#043;(B1 x X1)&#043;(B2 x X2)</DIV>



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3) For purposes of the foregoing formulas the definitions set forth in
Section&nbsp;5.1.C.3 remain the same except that (i) &#147;B1&#148; equals the number of
Class&nbsp;B Series&nbsp;II Units in Sub-Series&nbsp;IIA outstanding on the last Record Date
immediately before the distribution for such Distribution Period; (ii) &#147;B2&#148;
equals the number of Class&nbsp;B Series&nbsp;I Units in Sub-Series&nbsp;IIB outstanding on
the last Record Date immediately before the distribution for such
Distribution Period; (iii) &#147;X1&#148; equals the number of days in the Distribution
Period for which the Class&nbsp;B Series&nbsp;II Units in Sub-Series&nbsp;IIA were issued
and outstanding; and (iv) &#147;X2&#148; equals the number of days in the Distribution
Period for which the Class&nbsp;B Series&nbsp;II Units in Sub-Series&nbsp;IIB were issued
and outstanding.


<P align="left" style="font-size: 10pt">SECTION 5.2 AMOUNTS WITHHELD



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All amounts withheld pursuant to the Code or any provisions of any state
or local tax law and Section&nbsp;10.5 with respect to any allocation, payment or
distribution to a Member or Assignee shall be treated as amounts distributed to
the Member or Assignee, as the case may be, pursuant to Section&nbsp;5.1 for all
purposes under this Agreement.


<P align="left" style="font-size: 10pt">SECTION 5.3 DISTRIBUTIONS UPON LIQUIDATION



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Proceeds from a Liquidating Event shall be distributed to the Members in
accordance with Section&nbsp;13.2.


<P align="left" style="font-size: 10pt">SECTION 5.4 REVISIONS TO REFLECT ISSUANCE OF UNITS OR OTHER INTERESTS



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If the Company issues Units or other Interests to any Member or any
Additional Member pursuant to Article&nbsp;IV hereof, or if there is any change in
the ownership of the Units (for example, as a result of a conversion,
redemption or splitting of Units), the Managing Member shall make such
revisions to this Article&nbsp;V and the Member Registry in the books and records of
the Company as it deems necessary to reflect the change without the consent or
approval of any other Member.


<P align="center" style="font-size: 10pt">15
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<P align="left" style="font-size: 10pt">SECTION 5.5 ADVANCES



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Before a regularly scheduled distribution, the Managing Member may, at its
sole discretion, make a distribution to a Member upon the receipt of a written
request from the Member before as an advance against the amount distributable
to the Member for the same quarter. Any one or more such advances to a Member,
in aggregate, shall not exceed the amount distributable to such Member.
Notwithstanding the foregoing, the Managing Member shall make a distribution to
a Member with respect to the Member&#146;s Class&nbsp;SV Units as an advance against the
amount distributable to the Member for the same quarter, so long as such Member
shall properly identify in such request such distribution as a Prepaid Dividend
as defined in Attachment B hereto, and such request is timely received by the
Managing Member, at the sole discretion of the Managing Member.


<P align="left" style="font-size: 10pt">SECTION 5.6 DESIGNATION OF DISTRIBUTIONS



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At the time of each distribution in accordance with Section&nbsp;5.1 the
Managing Member shall designate the Available Cash distributed in accordance
with Section&nbsp;5.1 as either &#147;dividend&#148; or &#147;return of capital,&#148; as appropriate,
with respect to the applicable class or classes of Units and, if applicable,
with respect to each series or sub-series of a class of Units, generally taking
into account whether such distribution represents a return on the capital or
return of capital as required by this Agreement, but excluding the effects of
provisions under Article&nbsp;VI.


<P align="center" style="font-size: 10pt">ARTICLE VI<BR>
ALLOCATIONS



<P align="left" style="font-size: 10pt">SECTION 6.1 ALLOCATIONS FOR CAPITAL ACCOUNT PURPOSES



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For purposes of maintaining the Capital Accounts and in determining the
rights of the Members among themselves, the Company&#146;s items of income, gain,
loss and deduction (computed in accordance with Exhibit&nbsp;B) shall be allocated
among the Members in each Fiscal Year (or portion thereof) as provided herein
below.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;Net Income. After giving effect to the special allocations set forth
in Section&nbsp;1 of Exhibit&nbsp;C of this Agreement and allocation provisions of the
Attachments A and B, Net Income shall be allocated:



<P align="left" style="margin-left:3%; font-size: 10pt">(1)&nbsp;first, to the Managing Member to the extent that Net Losses
previously allocated the Managing Member pursuant to Section&nbsp;6.1.B(6)
exceed Net Income previously allocated to the Managing Member pursuant to
this clause (1);



<P align="left" style="margin-left:3%; font-size: 10pt">(2)&nbsp;second, to each DRO Member until the cumulative Net Income allocated
such DRO Member under this clause (2)&nbsp;equals the cumulative Net Losses
allocated such DRO Member under Section&nbsp;6.1.B(5) (and, among the DRO
Members, pro rata in proportion to their respective percentages of the
cumulative Net Losses allocated to all DRO Members pursuant to Section
6.1.B(5) hereof);



<P align="left" style="margin-left:3%; font-size: 10pt">(3)&nbsp;third, to the Managing Member until the cumulative Net Income
allocated under this clause (3)&nbsp;equals the cumulative Net Losses
allocated the Managing Member under Section&nbsp;6.1.B(4); and



<P align="left" style="margin-left:3%; font-size: 10pt">(4)&nbsp;finally, with respect to Units that are not entitled to any
preference in distribution or with respect to which distributions are not
limited to any preference in distribution, to each such class, series or
sub-series of Units in the order of the priorities, pari passu, of such
classes, series or sub-series of Units (and, within such class, series or
sub-series or if no such priorities exist, pro-rata and in the same
manner, as nearly as possible, as the corresponding distributions are
made).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;Net Losses. After giving effect to the special allocations set forth
in Section&nbsp;1 of Exhibit&nbsp;C and allocation provisions of the Attachments A and B,
Net Losses shall be allocated:



<P align="left" style="margin-left:3%; font-size: 10pt">(1)&nbsp;first, to the holders of Units, in proportion to, and to the extent
that, their share of the Net Income previously allocated pursuant to
Section&nbsp;6.1.A(4) exceeds, on a cumulative basis, the sum of (a)
distributions with respect to such Units pursuant to clause (ii)&nbsp;of
Section&nbsp;5.1.B and (b)&nbsp;Net Losses allocated under this clause (1);


<P align="center" style="font-size: 10pt">16
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<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="left" style="margin-left:3%; font-size: 10pt">(2)&nbsp;second, with respect to classes, series and sub-series of Units that
are not entitled to any preference in distribution upon liquidation, to
each such class, series and sub-series in with the order of the
priorities of such class, series and sub-series (and, within each such
class, series and sub-series, in the same manner, as nearly as possible,
as corresponding distributions are made); provided that Net Losses shall
not be allocated to any Member pursuant to this Section&nbsp;6.1.B(2) to the

extent that such allocation would cause such Member to have an Adjusted
Capital Account Deficit (or increase any existing Adjusted Capital
Account Deficit) (determined in each case (i)&nbsp;by not including in the
Members&#146; Adjusted Capital Accounts any amount that a Member is obligated
to contribute to the Company with respect to any deficit in its Capital
Account pursuant to Section&nbsp;13.3 and (ii)&nbsp;in the case of a Member who
also holds classes of Units that are entitled to any preferences in
distribution upon liquidation, by subtracting from such Members&#146; Adjusted
Capital Account the amount of such preferred distribution to be made upon
liquidation) at the end of such Fiscal Year (or portion thereof);



<P align="left" style="margin-left:3%; font-size: 10pt">(3)&nbsp;third, to the Managing Member in an amount equal to the excess of (a)
the amount of the Recourse Liabilities over (b)&nbsp;the Aggregate DRO Amount;



<P align="left" style="margin-left:3%; font-size: 10pt">(4)&nbsp;fourth, to and among the DRO Members, in proportion to their
respective DRO Amounts, until such time as the DRO Members as a group
have been allocated cumulative Net Losses pursuant to this clause (5)
equal to the Aggregate DRO Amount; and



<P align="left" style="margin-left:3%; font-size: 10pt">(5)&nbsp;thereafter, to the Managing Member.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.&nbsp;Allocation of Nonrecourse Debt. For purposes of Regulation&nbsp;Section
1.752-3(a), the Members agree that Nonrecourse Liabilities of the Company in
excess of the sum of (i)&nbsp;the amount of Partnership Minimum Gain and (ii)&nbsp;the
total amount of Nonrecourse Built-in Gain shall be allocated by the Managing
Member by taking into account facts and circumstances relating to each Member&#146;s
respective interest in the profits of the Company. For this purpose, the
Managing Member shall have the sole and absolute discretion in any fiscal year
to allocate such excess Nonrecourse Liabilities among the Members in any manner
permitted under Code Section&nbsp;752 and the Regulations thereunder. Unless and
until the Managing Member determines otherwise, however, the Members intend
that the excess Nonrecourse Liabilities of the Company shall be allocated to
the Members holding Common Units only, unless otherwise provided by the terms
and conditions of a class or series of Units other than Common Units.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.&nbsp;Recapture Income. Any gain allocated to the Members upon the sale or
other taxable disposition of any Company asset shall, to the extent possible
after taking into account other required allocations of gain pursuant to
Exhibit&nbsp;C, be characterized as Recapture Income in the same proportions and to
the same extent as such Members have been allocated any deductions directly or
indirectly giving rise to the treatment of such gains as Recapture Income.


<P align="left" style="font-size: 10pt">SECTION 6.2 REVISIONS TO ALLOCATIONS TO REFLECT ISSUANCE OF UNITS OR OTHER
INTERESTS



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If the Company issues Units or other Interests to any Member or any
Additional Member pursuant to Article&nbsp;IV hereof, the Managing Member shall make
such revisions to this Article&nbsp;VI and the Member Registry in the books and
records of the Company as it deems necessary to reflect the terms of the
issuance of such Units or Interests, including making preferential allocations
to classes of Units or other Interests that are entitled thereto. Such
revisions shall not require the consent or approval of any other Member.


<P align="center" style="font-size: 10pt">17
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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt">ARTICLE VII<BR>
MANAGEMENT AND OPERATIONS OF BUSINESS



<P align="left" style="font-size: 10pt">SECTION 7.1 MANAGEMENT



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;Powers of the Managing Member. Except as otherwise expressly provided
in this Agreement, all management powers over the business and affairs of the
Company are and shall be exclusively vested in the Managing Member, and no
Non-Managing Member shall have any right to participate in or exercise control
or management power over the business and affairs of the Company. The Managing
Member may not be removed by the Non-Managing Members with or without cause
(unless the Shares of the Managing Member Entity corresponding to Units are not
Publicly Traded, in which case the Managing Member may be removed with or
without cause by the Consent of the Non-Managing Members holding Interests
representing more than fifty percent (50%) of the Percentage Interest of the
Common Units other than Class&nbsp;B Series&nbsp;II Units). In addition to the powers
now or hereafter granted a managing member of a limited liability company under
applicable law or which are granted to the Managing Member under any other
provision of this Agreement, the Managing Member, subject to Section&nbsp;7.11,
shall have full power and authority to do all things deemed necessary or
desirable by it to conduct the business of the Company, to exercise all powers
set forth in Section&nbsp;3.2 and to effectuate the purposes set forth in Section
3.1, including, without limitation:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the making of any expenditures, the lending or borrowing of money
(including, without limitation, making prepayments on loans and
borrowing money to permit the Company to make distributions to its
Members in such amounts as are required under Section&nbsp;5.1.A or will
permit the Managing Member and the Managing Member Entity (so long as
the such entity qualifies as a REIT) to avoid the payment of any federal
income tax (including, for this purpose, any excise tax pursuant to
Section&nbsp;4981 of the Code) and to make distributions to its shareholders
sufficient to permit the Managing Member Entity to maintain its REIT
status), the assumption or guarantee of, or other contracting for,
indebtedness and other liabilities including, without limitation, the
assumption or guarantee of the debt of the Managing Member, its
Subsidiaries or the Company&#146;s Subsidiaries, the issuance of evidences of
indebtedness (including the securing of same by mortgage, deed of trust
or other lien or encumbrance on the Company&#146;s assets) and the incurring
of any obligations the Managing Member deems necessary for the conduct
of the activities of the Company;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the making of tax, regulatory and other filings, or rendering of
periodic or other reports to governmental or other agencies having
jurisdiction over the business or assets of the Company;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the acquisition, disposition, mortgage, pledge, encumbrance,
hypothecation or exchange of any or all of the assets of the Company
(including acquisition of any new assets, the exercise or grant of any
conversion, option, privilege or subscription right, or other right
available in connection with any assets at any time held by the Company)
or the merger or other combination of the Company or any Subsidiary with
or into another entity on such terms as the Managing Member deems
proper;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(4)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the use of the assets of the Company (including, without limitation,
cash on hand) for any purpose consistent with the terms of this
Agreement and on any terms it sees fit, including, without limitation,
the financing of the conduct of the operations of the Managing Member,
the Company or any of the Company&#146;s Subsidiaries, the lending of funds
to other Persons (including, without limitation, the Managing Member,
its Subsidiaries and the Company&#146;s Subsidiaries) and the repayment of
obligations of the Company and its Subsidiaries and any other Person in
which the Company has an equity investment and the making of capital
contributions to its Subsidiaries;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(5)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the management, operation, leasing, landscaping, repair, alteration,
demolition or improvement of any real property or improvements owned by
the Company or any Subsidiary of the Company or any Person in which the
Company has made a direct or indirect equity investment;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(6)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the negotiation, execution, and performance of any contracts,
conveyances or other instruments that the Managing Member considers
useful or necessary to the conduct of the Company&#146;s operations or the
implementation of the Managing Member&#146;s powers under this Agreement,
including contracting with contractors, developers, consultants,
accountants, legal counsel, other professional advisors and other agents</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt">18
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<DIV style="font-family: 'Times New Roman',Times,serif">


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>and the payment of their expenses and compensation out of the Company&#146;s
assets;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(7)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the mortgage, pledge, encumbrance or hypothecation of any assets of
the Company;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(8)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the distribution of Company cash or other Company assets in
accordance with this Agreement;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(9)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the holding, managing, investing and reinvesting of cash and other
assets of the Company;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(10)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the collection and receipt of revenues and income of the Company;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(11)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the selection, designation of powers, authority and duties and the
dismissal of employees of the Company (including, without limitation,
employees having titles such as &#147;president,&#148; &#147;vice president,&#148;
&#147;secretary&#148; and &#147;treasurer&#148;) and agents, outside attorneys, accountants,
consultants and contractors of the Company and the determination of
their compensation and other terms of employment or hiring;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(12)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the maintenance of such insurance for the benefit of the Company and
the Members as it deems necessary or appropriate;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(13)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the formation of, or acquisition of an interest (including non-voting
interests in entities controlled by Affiliates of the Company or third
parties) in, and the contribution of property to, any further limited or
general partnerships, joint ventures, limited liability companies or
other relationships that it deems desirable (including, without
limitation, the acquisition of interests in, and the contributions of
funds or property to, or making of loans to, its Subsidiaries and any
other Person in which it has an equity investment from time to time, or
the incurrence of indebtedness on behalf of such Persons or the
guarantee of the obligations of such Persons); provided that, as long as
the Managing Member has determined to continue to qualify as a REIT, the
Company may not engage in any such formation, acquisition or
contribution that would cause the Managing Member to fail to qualify as
a REIT;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(14)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the control of any matters affecting the rights and obligations of
the Company, including the settlement, compromise, submission to
arbitration or any other form of dispute resolution or abandonment of
any claim, cause of action, liability, debt or damages due or owing to
or from the Company, the commencement or defense of suits, legal
proceedings, administrative proceedings, arbitrations or other forms of
dispute resolution, the representation of the Company in all suits or
legal proceedings, administrative proceedings, arbitrations or other
forms of dispute resolution, the incurring of legal expense and the
indemnification of any Person against liabilities and contingencies to
the extent permitted by law;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(15)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the determination of the fair market value of any Company property
distributed in kind, using such reasonable method of valuation as the
Managing Member may adopt;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(16)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the exercise, directly or indirectly, through any attorney-in-fact
acting under a general or limited power of attorney, of any right,
including the right to vote, appurtenant to any assets or investment
held by the Company;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(17)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the exercise of any of the powers of the Managing Member enumerated
in this Agreement on behalf of or in connection with any Subsidiary of
the Company or any other Person in which the Company has a direct or
indirect interest, individually or jointly with any such Subsidiary or
other Person;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(18)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the exercise of any of the powers of the Managing Member enumerated
in this Agreement on behalf of any Person in which the Company does not
have any interest pursuant to contractual or other arrangements with
such Person;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(19)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the making, executing and delivering of any and all deeds, leases,
notes, deeds to secure debt, mortgages, deeds of trust, security
agreements, conveyances, contracts, guarantees, warranties, indemnities,
waivers, releases or other legal instruments or agreements in writing
necessary or appropriate in the judgment of the Managing Member for the
accomplishment of any of the powers of the Managing Member enumerated in
this Agreement;</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt">19
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(20)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the distribution of cash to acquire Units held by a Member in
connection with a Member&#146;s exercise of its Redemption Right under
Section&nbsp;8.6;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(21)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the determination regarding whether a payment to a Member who
exercises its Redemption Right under Section&nbsp;8.6 that is assumed by the
Managing Member will be paid in the form of the Cash Amount or the
Shares Amount, except as such determination may be limited by Section
8.6.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(22)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the acquisition of Interests in exchange for cash, debt instruments
and other property;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(23)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the maintenance of the Member Registry in the books and records of
the Company to reflect the Capital Contributions and Percentage
Interests of the Members as the same are adjusted from time to time to
the extent necessary to reflect redemptions, Capital Contributions, the
issuance of Units, the admission of any Additional Member or any
Substituted Member or otherwise; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(24)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the registration of any class of securities of the Company under the
Securities Act of 1933, as amended, or the Securities Exchange Act of
1934, as amended, and the listing of any debt securities of the Company
on any exchange.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;No Approval by Non-Managing Members. Except as provided in Section
7.11, each of the Non-Managing Members agrees that the Managing Member is
authorized to execute, deliver and perform the above-mentioned agreements and
transactions on behalf of the Company without any further act, approval or vote
of the Members, notwithstanding any other provision of this Agreement, the Act
or any applicable law, rule or regulation, to the full extent permitted under
the Act or other applicable law. The execution, delivery or performance by the
Managing Member or the Company of any agreement authorized or permitted under
this Agreement shall be in the sole and absolute discretion of the Managing
Member without consideration of any other obligation or duty, fiduciary or
otherwise, of the Company or the Members and shall not constitute a breach by
the Managing Member of any duty that the Managing Member may owe the Company or
the Non-Managing Member or any other Persons under this Agreement or of any
duty stated or implied by law or equity.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.&nbsp;Insurance. At all times from and after the date hereof, the Managing
Member may cause the Company to obtain and maintain (i)&nbsp;casualty, liability and
other insurance on the properties of the Company and (ii)&nbsp;liability insurance
for the Indemnitees hereunder and (iii)&nbsp;such other insurance as the Managing
Member, in its sole and absolute discretion, determines to be necessary.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.&nbsp;Working Capital and Other Reserves. At all times from and after the
date hereof, the Managing Member may cause the Company to establish and
maintain working capital reserves in such amounts as the Managing Member, in
its sole and absolute discretion, deems appropriate and reasonable from time to
time, including upon liquidation of the Company under Section&nbsp;13.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;E.&nbsp;No Obligations to Consider Tax Consequences of Members. In exercising
their authority under this Agreement, the Managing Member (which for the
purposes of this Section&nbsp;7.1.E shall include, the board of directors of the
Managing Member) may, but shall be under no obligation to, take into account
the tax consequences to any Member (including the Managing Member) of any
action taken (or not taken) by the Managing Member. The Managing Member and the
Company shall not have liability to a Non-Managing Member for monetary or other
damages or otherwise for losses sustained, liabilities incurred or benefits not
derived by such Non-Managing Member in connection with any decisions, provided
that the Managing Member has acted in good faith and pursuant to its authority
under this Agreement and any decisions or actions taken or not taken in
accordance with the terms of this Agreement shall not constitute a breach of
any duty owed to the Company or the Members by law or equity, fiduciary or
otherwise.


<P align="left" style="font-size: 10pt">SECTION 7.2 CERTIFICATE OF FORMATION



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Managing Member has previously filed the Certificate of Formation with
the office of the Secretary of State of the State of Delaware. To the extent
that such action is determined by the Managing Member to be reasonable and
necessary or appropriate, the Managing Member shall file amendments to and
restatements of the Certificate of


<P align="center" style="font-size: 10pt">20
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">Formation and do all the things to maintain the Company as a limited
liability company under the laws of the State of Delaware and each other state,
the District of Columbia or other jurisdiction in which the Company may elect
to do business or own property. Subject to the terms of Section&nbsp;8.5.A(4), the
Managing Member shall not be required, before or after filing, to deliver or
mail a copy of the Certificate of Formation or any amendment thereto to any
Member. The Managing Member shall use all reasonable efforts to cause to be
filed such other certificates or documents as may be reasonable and necessary
or appropriate for the formation, continuation, qualification and operation of
a limited liability company in the State of Delaware and any other state, the
District of Columbia or other jurisdiction in which the Company may elect to do
business or own property.


<P align="left" style="font-size: 10pt">SECTION 7.3 TITLE TO COMPANY ASSETS



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Title to Company assets, whether real, personal or mixed and whether
tangible or intangible, shall be deemed to be owned by the Company as an
entity, and no Members, individually or collectively, shall have any ownership
interest in such Company assets or any portion thereof. Title to any or all of
the Company assets may be held in the name of the Company, the Managing Member
or one or more nominees, as the Managing Member may determine, including
Affiliates of the Managing Member. The Managing Member hereby declares and
warrants that any Company assets for which legal title is held in the name of
the Managing Member or any nominee or Affiliate of the Managing Member shall be
held by that entity for the use and benefit of the Company in accordance with
the provisions of this Agreement. All Company assets shall be recorded as the
property of the Company in its books and records, irrespective of the name in
which legal title to such Company assets is held.


<P align="left" style="font-size: 10pt">SECTION 7.4 REIMBURSEMENT OF THE MANAGING MEMBER



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;No Compensation. Except as provided in this Section&nbsp;7.4 and elsewhere
in this Agreement (including the provisions of Articles V and VI regarding
distributions, payments and allocations to which it may be entitled), the
Managing Member shall not receive payment from the Company or otherwise be
compensated for its services as the managing member of the Company.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;Responsibility for Company and Managing Member and Managing Member
Entity Expenses. The Company shall be responsible for and shall pay all
expenses relating to the Company&#146;s organization, the ownership of its assets
and its operations. The Managing Member shall be reimbursed on a monthly
basis, or such other basis as the Managing Member may determine in its sole and
absolute discretion, for all expenses it incurs relating to or resulting from
the ownership and operation of, or for the benefit of, the Company (including,
without limitation, expenses related to the operations of the Managing Member
and the Managing Member Entity and to the management and administration of any
Subsidiaries of the Managing Member, the Managing Member Entity or the Company
or Affiliates of the Company, such as auditing expenses and filing fees);
provided that (i)&nbsp;the amount of any such reimbursement shall be reduced by (x)
any interest earned by the Managing Member with respect to bank accounts or
other instruments or accounts held by it on behalf of the Company as permitted
in Section&nbsp;7.5.A (which interest is considered to belong to the Company and
shall be paid over to the Company to the extent not applied to reimburse the
Managing Member for expenses hereunder); and (y)&nbsp;any amount derived by the
Managing Member from any investments permitted in Section&nbsp;7.5.A(i), (ii)&nbsp;and
(iii); (ii)&nbsp;the Company shall not be responsible for any taxes that the
Managing Member or the Managing Member Entity would not have been required to
pay if that entity qualified as a REIT for federal income tax purposes or any
taxes imposed on the Managing Member or the Managing Member Entity by reason of
that entity&#146;s failure to distribute to its shareholders an amount equal to its
taxable income; (iii)&nbsp;the Company shall not be responsible for expenses or
liabilities incurred by the Managing Member in connection with any business or
assets of the Managing Member other than its ownership of Units or other
Interests, or operation of the business of the Company or ownership of
interests in Qualified Assets and such other assets permitted in Section
7.5.A(i), (ii)&nbsp;and (iii); and (iv)&nbsp;the Company shall not be responsible for any
expenses or liabilities of the Managing Member that are excluded from the scope
of the indemnification provisions of Section&nbsp;7.7.A by reason of the provisions
of clause (i), (ii)&nbsp;or (iii)&nbsp;thereof. The Managing Member shall determine in
good faith the amount of expenses incurred by it or the Managing Member Entity
related to the ownership of Units or other Interests, or operation of, or for
the benefit of, the Company. For purposes of the preceding sentence,
notwithstanding any other provision hereof, any liability of the Managing
Member arising under any agreement, contract or arrangement the Managing Member
or the Managing Member Entity is a party to at the time this Agreement becomes
effective for the first time shall be considered an expense incurred by it
related to the ownership of Interests or operation of, or for the benefit of,
the Company. If expenses are incurred that are related


<P align="center" style="font-size: 10pt">21
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">both to the ownership of Interests or operation of, or for the benefit of,
the Company and to the ownership of other assets (other than Qualified Assets
and such other assets permitted under Section&nbsp;7.5.A(i), (ii)&nbsp;and (iii)) or the
operation of other businesses, such expenses will be allocated to the Company
and such other entities (including the Managing Member and Managing Member
Entity) owning such other assets or businesses in such a manner as the Managing
Member in its sole and absolute discretion deems fair and reasonable. Such
reimbursements shall be in addition to any reimbursement to the Managing Member
pursuant to Section&nbsp;10.3.C and as a result of indemnification pursuant to
Section&nbsp;7.7. All payments and reimbursements hereunder shall be characterized
for federal income tax purposes as expenses of the Company incurred on its
behalf, and not as expenses of the Managing Member or Managing Member Entity.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.&nbsp;Interest Issuance Expenses. The Managing Member shall also be
reimbursed for all expenses it incurs relating to any issuance of Interests,
Shares, Debt of the Company, Funding Debt of the Managing Member or rights,
options, warrants or convertible or exchangeable securities pursuant to Article
IV (including, without limitation, all costs, expenses, damages and other
payments resulting from or arising in connection with litigation related to any
of the foregoing), all of which expenses are considered by the Members to
constitute expenses of, and for the benefit of, the Company.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.&nbsp;Purchases of Shares by the Managing Member. If the Managing Member
Entity exercises its rights under the Certificate of Incorporation to purchase
Shares or otherwise elects to purchase from its shareholders Shares in
connection with a Share repurchase or similar program or for the purpose of
delivering such Shares to satisfy an obligation under any dividend reinvestment
or equity purchase program adopted by the Managing Member Entity, any employee
equity purchase plan adopted by the Managing Member Entity or any similar
obligation or arrangement undertaken by the Managing Member Entity in the
future, the purchase price paid by the Managing Member Entity for those Shares
and any other expenses incurred by the Managing Member Entity in connection
with such purchase shall be considered expenses of the Company and shall be
reimbursable to the Managing Member Entity, subject to the conditions that: (i)
if those Shares subsequently are to be sold by the Managing Member Entity, the
Managing Member Entity shall pay to the Company any proceeds received by the
Managing Member Entity for those Shares (provided that a transfer of Shares for
Units pursuant to Section&nbsp;8.6 would not be considered a sale for such
purposes); and (ii)&nbsp;if such Shares are not retransferred by the Managing Member
Entity within thirty (30)&nbsp;days after the purchase thereof, the Managing Member
shall cause the Company to cancel a number of Units (rounded to the nearest
whole Unit) held by the Managing Member equal to the product attained by
multiplying the number of those Shares by a fraction, the numerator of which is
one and the denominator of which is the Conversion Factor.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;E.&nbsp;Reimbursement not a Distribution. Except as set forth in the succeeding
sentence, if and to the extent any reimbursement made pursuant to this Section
7.4 is determined for federal income tax purposes not to constitute a payment
of expenses of the Company, the amount so determined shall constitute a
guaranteed payment with respect to capital within the meaning of Section 707(c)
of the Code, shall be treated consistently therewith by the Company and all
Members and shall not be treated as a distribution for purposes of computing
the Members&#146; Capital Accounts. Amounts deemed paid by the Company to the
Managing Member in connection with the redemption of Units pursuant to clause
(ii)&nbsp;of subparagraph (D)&nbsp;above shall be treated as a distribution for purposes
of computing the Member&#146;s Capital Accounts.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;F.&nbsp;Funding for Certain Capital Transactions. In the event that the
Managing Member shall undertake to acquire (whether by merger, consolidation,
purchase, or otherwise) the assets or equity interests of another Person and
such acquisition shall require the payment of cash by the Managing Member
(whether to such Person or to any other selling party or parties in such
transaction or to one or more creditors, if any, of such Person or such selling
party or parties), (i)&nbsp;the Company shall advance to the Managing Member the
cash required to consummate such acquisition if, and to the extent that, such
cash is not to be obtained by the Managing Member through an issuance of Shares
described in Section&nbsp;4.2 or pursuant to a transaction described in Section
7.5.B, (ii)&nbsp;the Managing Member shall immediately, upon consummation of such
acquisition, transfer to the Company (or cause to be transferred to the
Company), in full and complete satisfaction of such advance and as required by
Section&nbsp;7.5, the assets or equity interests of such Person acquired by the
Managing Member in such acquisition (or equity interests in Persons owning all
of such assets or equity interests), and (iii)&nbsp;pursuant to and in accordance
with Section&nbsp;4.2 and Section&nbsp;7.5.B, the Company shall issue to the Managing
Member, Interests and/or rights, options, warrants or convertible or
exchangeable securities of the Company having designations, preferences and
other rights that are substantially the


<P align="center" style="font-size: 10pt">22
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">same as those of any additional Shares, other equity securities, New
Securities and/or Convertible Funding Debt, as the case may be, issued by the
Managing Member in connection with such acquisition (whether issued directly to
participants in the acquisition transaction or to third parties in order to
obtain cash to complete the acquisition). In addition to, and without limiting,
the foregoing, in the event that the Managing Member engages in a transaction
in which (x)&nbsp;the Managing Member (or a wholly owned direct or indirect
Subsidiary of the Managing Member) merges with another entity (referred to as
the &#147;Parent Entity&#148;) that is organized in the &#147;UPREIT format&#148; (i.e., where the
Parent Entity holds substantially all of its assets and conducts substantially
all of its operations through a partnership, limited liability company or other
entity (referred to as an &#147;Operating Entity&#148;)) and the Managing Member survives
such merger, (y)&nbsp;such Operating Entity merges with or is otherwise acquired by
the Company in exchange in whole or in part for Interests, and (z)&nbsp;the Managing
Member is required or elects to pay part of the consideration in connection
with such merger involving the Parent Entity in the form of cash and part of
the consideration in the form of Shares, the Company shall distribute to the
Managing Member with respect to its existing Interest an amount of cash
sufficient to complete such transaction and the Managing Member shall cause the
Company to cancel a number of Units (rounded to the nearest whole number) held
by the Managing Member equal to the product attained by multiplying the number
of additional Shares of the Managing Member that the Managing Member would have
issued to the Parent Entity or the owners of the Parent Entity in such
transaction if the entire consideration therefor were to have been paid in
Shares by a fraction, the numerator of which is one and the denominator of
which is the Conversion Factor.



<P>
<TABLE width="100%" border="0" cellpadding="2" cellspacing="0" style="font-size: 10pt; background: transparent; color: #000000">
<TR>
    <TD width="1%"></TD>
    <TD width="99%"></TD>
</TR>
<TR valign="top">
    <TD nowrap>SECTION 7.5&nbsp;</TD>
    <TD>OUTSIDE ACTIVITIES OF THE MANAGING MEMBER; RELATIONSHIP OF SHARES
TO UNITS; FUNDING DEBT</TD>
</TR>
</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;General. Without the Consent of the Non-Managing Members (excluding any
Managing Member Entity or other Non-Managing Member that is an Affiliate of the
Managing Member), the Managing Member shall not, directly or indirectly, enter
into or conduct any business other than in connection with the ownership,
acquisition and disposition of Units or other Interests as a Member and the
management of the business of the Company and such activities as are incidental
thereto. Without the Consent of the Non-Managing Member (excluding any
Managing Member Entity or other Non-Managing Member that is an Affiliate of the
Managing Member), the assets of the Managing Member shall be limited to
Interests and permitted debt obligations of the Company (as contemplated by
Section&nbsp;7.5.F), so that Shares and Units are completely fungible except as
otherwise specifically provided herein; provided that (i)&nbsp;the Managing Member
shall be permitted to hold such bank accounts or similar instruments or
accounts in its name as it deems necessary to carry out its responsibilities
and purposes as contemplated under this Agreement and its organizational
documents (provided that accounts held on behalf of the Company to permit the
Managing Member to carry out its responsibilities under this Agreement shall be
considered to belong to the Company and the interest earned thereon shall,
subject to Section&nbsp;7.4.B, be applied for the benefit of the Company); (ii)&nbsp;the
Managing Member shall be permitted to acquire Qualified Assets; (iii)&nbsp;the
Managing Member shall be permitted to acquire and/or own 100% of a captive
insurance company; and provided further that (iv)&nbsp;the Managing Member shall be
permitted to hold such assets as described on Attachment C attached hereto.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;Repurchase of Shares and Other Securities. If the Managing Member
exercises its rights under the Certificate of Incorporation to purchase Shares
or otherwise elects to purchase from the holders thereof Shares, other equity
securities of the Managing Member, New Securities or Convertible Funding Debt,
then the Managing Member shall cause the Company to purchase from the Managing
Member (i)&nbsp;in the case of a purchase of Shares, that number of Units of the
appropriate class equal to the product obtained by multiplying the number of
Shares purchased by the Managing Member Entity times a fraction, the numerator
of which is one and the denominator of which is the Conversion Factor, or (ii)
in the case of the purchase of any other securities on the same terms and for
the same aggregate price that the Managing Member Entity purchased such
securities.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.&nbsp;Forfeiture of Shares. If the Company or the Managing Member Entity
acquires Shares as a result of the forfeiture of such Shares under a restricted
or similar Share, REIT stock bonus or similar Share Option Plan, then the
Managing Member shall cause the Company to cancel, without payment of any
consideration to the Managing Member, that number of Units of the appropriate
class, series and sub-series equal to the product obtained by multiplying the
number of Shares so acquired times a fraction, the numerator of which is one
and the denominator of which is the Conversion Factor, and, if the Company
acquired such Shares, it shall transfer such Shares to the Managing Member for
cancellation.


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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.&nbsp;Issuances of Shares and Other Securities. The Managing Member shall not
grant, award, or issue any additional Shares (other than Shares issued pursuant
to Section&nbsp;8.6 hereof or pursuant to a dividend or distribution (including any
Share split) of Shares to all of its shareholders that results in an adjustment
to the Conversion Factor pursuant to clause (i), (ii)&nbsp;or (iii)&nbsp;of the
definition thereof), other equity securities of the Managing Member, New
Securities or Convertible Funding Debt unless (i)&nbsp;the Managing Member shall
cause, pursuant to Section&nbsp;4.2.A hereof, the Company to issue to the Managing
Member, Interests or rights, options, warrants or convertible or exchangeable
securities of the Company having designations, preferences and other rights,
all such that the economic interests are substantially the same as those of
such additional Shares, other equity securities, New Securities or Convertible
Funding Debt, as the case may be in that number equal to the number of such
Shares, New Securities or Convertible Funding Debt or other equity securities
of the Managing Member so issued divided by the Conversion Factor, and (ii)&nbsp;the
Managing Member transfers to the Company, as an additional Capital
Contribution, the proceeds from the grant, award, or issuance of such
additional Shares, other equity securities, New Securities or Convertible
Funding Debt, as the case may be, or from the exercise of rights contained in
such additional Shares, other equity securities, New Securities or Convertible
Funding Debt, as the case may be (or, in the case of an acquisition described
in Section&nbsp;7.4.F in which all or a portion of the cash required to consummate
such acquisition is to be obtained by the Managing Member Entity through an
issuance of Shares described in Section&nbsp;4.2, the Managing Member complies with
such Section&nbsp;7.4.F). Without limiting the foregoing, the Managing Member is
expressly authorized to issue additional Shares, other equity securities, New
Securities or Convertible Funding Debt, as the case may be, for less than fair
market value, and the Managing Member is expressly authorized, pursuant to
Section&nbsp;4.2.A hereof, to cause the Company to issue to the Managing Member
corresponding Interests, (for example, and not by way of limitation, the
issuance of Shares and corresponding Units pursuant to a Share purchase plan
providing for purchases of Shares, either by employees or shareholders, at a
discount from fair market value or pursuant to employee Share options that have
an exercise price that is less than the fair market value of the Shares, either
at the time of issuance or at the time of exercise) as long as (a)&nbsp;the Managing
Member concludes in good faith that such issuance is in the interests of the
Managing Member and the Company and (b)&nbsp;the Managing Member transfers all
proceeds from any such issuance or exercise to the Company as an additional
Capital Contribution.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;E.&nbsp;Share Option Plan. If at any time or from time to time, the Managing
Member Entity sells or otherwise issues Shares pursuant to any Share Option
Plan, the Managing Member shall transfer the net proceeds of the sale of such
Shares, if any, to the Company as an additional Capital Contribution in
exchange for an amount of additional Units equal to the number of Shares so
sold divided by the Conversion Factor.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;F.&nbsp;Funding Debt. The Managing Member or the Managing Member Entity or any
wholly owned Subsidiary of either of them may incur a Funding Debt, including,
without limitation, a Funding Debt that is convertible into Shares or otherwise
constitutes a class of New Securities (&#147;Convertible Funding Debt&#148;), subject to
the condition that the Managing Member, the Managing Member Entity or such
Subsidiary, as the case may be, lend to the Company the net proceeds of such
Funding Debt; provided that Convertible Funding Debt shall be issued in
accordance with the provisions of Section&nbsp;7.5.D above; and, provided further
that the Managing Member, the Managing Member Entity or such Subsidiary shall
not be obligated to lend the net proceeds of any Funding Debt to the Company in

a manner that would be inconsistent with the Managing Member&#146;s or Managing
Member Entity&#146;s ability to remain qualified as a REIT. If the Managing Member,
Managing Member Entity or such Subsidiary enters into any Funding Debt, the
loan to the Company shall be on comparable terms and conditions, including
interest rate, repayment schedule, costs and expenses and other financial
terms, as are applicable with respect to or incurred in connection with such
Funding Debt.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;G.&nbsp;Capital Contributions of the Managing Member. The Capital
Contributions by the Managing Member pursuant to Sections&nbsp;7.5.D and 7.5.E will
be deemed to equal the cash contributed by the Managing Member plus (a)&nbsp;in the
case of cash contributions funded by an offering of any equity interests in or
other securities of the Managing Member, the offering costs attributable to the
cash contributed to the Company, and (b)&nbsp;in the case of Units issued pursuant
to Section&nbsp;7.5.E, an amount equal to the difference between the Value of the
Shares sold pursuant to any Share Option Plan and the net proceeds of such
sale.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;H.&nbsp;Tax Loans. The Managing Member or the Managing Member Entity may in its
sole and absolute discretion, cause the Company to make an interest free loan
to the Managing Member or the Managing Member Entity, as applicable, provided
that the proceeds of such loans are used to satisfy any tax liabilities of the
Managing Member or the Managing Member Entity, as applicable.


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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">SECTION 7.6 TRANSACTIONS WITH AFFILIATES



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;Transactions with Certain Affiliates. Except as expressly permitted by
this Agreement with respect to any non-arms&#146; length transaction with an
Affiliate, the Company shall not, directly or indirectly, sell, transfer or
convey any property to, or purchase any property from, or borrow funds from, or
lend funds to, any Member or any Affiliate of the Company or the Managing
Member that is not also a Subsidiary of the Company, except pursuant to
transactions that are determined in good faith by the Managing Member to be on
terms that are fair and reasonable and no less favorable to the Company than
would be obtained from an unaffiliated third party.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;Conflict Avoidance. The Managing Member is expressly authorized to
enter into, in the name and on behalf of the Company, a non-competition
arrangement and other conflict avoidance agreements with various Affiliates of
the Company and the Managing Member on such terms as the Managing Member, in
its sole and absolute discretion, believes are advisable.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.&nbsp;Benefit Plans Sponsored by the Company. The Managing Member, in its
sole and absolute discretion and without the approval of the Non-Managing
Member, may propose and adopt on behalf of the Company employee benefit plans
funded by the Company for the benefit of employees of the Managing Member, the
Company, Subsidiaries of the Company or any Affiliate of any of them.


<P align="left" style="font-size: 10pt">SECTION 7.7 INDEMNIFICATION



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;General. The Company shall indemnify each Indemnitee to the fullest
extent provided by the Act from and against any and all losses, claims,
damages, liabilities, joint or several, expenses (including, without
limitation, attorneys fees and other legal fees and expenses), judgments,
fines, settlements and other amounts arising from or in connection with any and
all claims, demands, actions, suits or proceedings, civil, criminal,
administrative or investigative, incurred by the Indemnitee and relating to the
Company or the Managing Member or the Managing Member Entity or the operation
of, or the ownership of property by, the Indemnitee, the Company or the
Managing Member or the Managing Member Entity as set forth in this Agreement in
which any such Indemnitee may be involved, or is threatened to be involved, as
a party or otherwise, unless it is established by a final determination of a
court of competent jurisdiction that: (i)&nbsp;the act or omission of the Indemnitee
was material to the matter giving rise to the proceeding and either was
committed in bad faith or was the result of active and deliberate dishonesty,
(ii)&nbsp;the Indemnitee actually received an improper personal benefit in money,
property or services or (iii)&nbsp;in the case of any criminal proceeding, the
Indemnitee had reasonable cause to believe that the act or omission was
unlawful. Without limitation, the foregoing indemnity shall extend to any
liability of any Indemnitee, pursuant to a loan guarantee, contractual
obligation for any indebtedness or other obligation or otherwise, for any
indebtedness of the Company or any Subsidiary of the Company (including,
without limitation, any indebtedness which the Company or any Subsidiary of the
Company has assumed or taken subject to), and the Managing Member is hereby
authorized and empowered, on behalf of the Company, to enter into one or more
indemnity agreements consistent with the provisions of this Section&nbsp;7.7 in
favor of any Indemnitee having or potentially having liability for any such
indebtedness. The termination of any proceeding by judgment, order or
settlement does not create a presumption that the Indemnitee did not meet the
requisite standard of conduct set forth in this Section&nbsp;7.7.A. The termination
of any proceeding by conviction or upon a plea of nolo contendere or its
equivalent, or an entry of an order of probation prior to judgment, creates a
rebuttable presumption that the Indemnitee acted in a manner contrary to that
specified in this Section&nbsp;7.7.A with respect to the subject matter of such
proceeding. Any indemnification pursuant to this Section&nbsp;7.7 shall be made only
out of the assets of the Company, and any insurance proceeds from the liability
policy covering the Managing Member and any Indemnitee, and no Member shall
have any obligation to contribute to the capital of the Company or otherwise
provide funds to enable the Company to fund its obligations under this Section
7.7.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;Reimbursement of Expenses. Reasonable expenses expected to be incurred
by an Indemnitee shall be paid or reimbursed by the Company in advance of the
final disposition of any and all claims, demands, actions, suits or
proceedings, civil, criminal, administrative or investigative made or
threatened against an Indemnitee upon receipt by the Company of (i)&nbsp;a written
affirmation by the Indemnitee of the Indemnitee&#146;s good faith belief that the
standard of conduct necessary for indemnification by the Company as authorized
in this Section&nbsp;7.7.A has been met and (ii)&nbsp;a written undertaking by or on
behalf of the Indemnitee to repay the amount if it shall ultimately be
determined that


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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">the standard of conduct has not been met.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.&nbsp;No Limitation of Rights. The indemnification provided by this Section
7.7 shall be in addition to any other rights to which an Indemnitee or any
other Person may be entitled under any agreement, pursuant to any vote of the
Members, as a matter of law or otherwise, and shall continue as to an
Indemnitee who has ceased to serve in such capacity unless otherwise provided
in a written agreement pursuant to which such Indemnitee is indemnified.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.&nbsp;Insurance. The Company may purchase and maintain insurance on behalf of
the Indemnitees and such other Persons as the Managing Member shall determine
against any liability that may be asserted against or expenses that may be
incurred by such Person in connection with the Company&#146;s activities, regardless
of whether the Company would have the power to indemnify such Indemnitee or
Person against such liability under the provisions of this Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;E.&nbsp;No Personal Liability for Members. In no event may an Indemnitee
subject any of the Members to personal liability by reason of the
indemnification provisions set forth in this Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;F.&nbsp;Interested Transactions. An Indemnitee shall not be denied
indemnification in whole or in part under this Section&nbsp;7.7 because the
Indemnitee had an interest in the transaction with respect to which the
indemnification applies if the transaction was otherwise permitted by the terms
of this Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;G.&nbsp;Benefit. The provisions of this Section&nbsp;7.7 are for the benefit of the
Indemnitees, their employees, officers, directors, trustees, heirs, successors,
assigns and administrators and shall not be deemed to create any rights for the
benefit of any other Persons. Any amendment, modification or repeal of this
Section&nbsp;7.7, or any provision hereof, shall be prospective only and shall not
in any way affect the limitation on the Company&#146;s liability to any Indemnitee
under this Section&nbsp;7.7 as in effect immediately prior to such amendment,
modification or repeal with respect to claims arising from or related to
matters occurring, in whole or in part, prior to such amendment, modification
or repeal, regardless of when such claims may arise or be asserted.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;H.&nbsp;Indemnification Payments Not Distributions. If and to the extent any
payments to the Managing Member pursuant to this Section&nbsp;7.7 constitute gross
income to the Managing Member (as opposed to the repayment of advances made on
behalf of the Company), such amounts shall constitute guaranteed payments
within the meaning of Section 707(c) of the Code, shall be treated consistently
therewith by the Company and all Members, and shall not be treated as
distributions for purposes of computing the Members&#146; Capital Accounts.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;I.&nbsp;Exception to Indemnification. Notwithstanding anything to the contrary
in this Agreement, the Managing Member shall not be entitled to indemnification
hereunder for any loss, claim, damage, liability or expense for which the
Managing Member is obligated to indemnify the Company under any other agreement
between the Managing Member and the Company.


<P align="left" style="font-size: 10pt">SECTION 7.8 LIABILITY OF THE MANAGING MEMBER



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;General. Notwithstanding anything to the contrary set forth in this
Agreement, the Managing Member (which, for the purposes of this Section&nbsp;7.8
shall include the directors and officers of the Managing Member) shall not be
liable for monetary or other damages to the Company, any Members or any
Assignees for losses sustained, liabilities incurred or benefits not derived as
a result of errors in judgment or mistakes of fact or law or of any act or
omission unless the Managing Member acted in bad faith and the act or omission
was material to the matter giving rise to the loss, liability or benefit not
derived.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;Obligation to Consider Interests of Managing Member Entity. The
Non-Managing Members expressly acknowledge that the Managing Member, in
considering whether to dispose of any of the Company assets, shall take into
account the tax consequences to the Managing Member Entity of any such
disposition and shall have no liability whatsoever to the Company or any
Non-Managing Member for decisions that are based upon or influenced by such tax
consequences.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.&nbsp;No Obligation to Consider Separate Interests of Non-Managing Members
and Their Owners. The Non-Managing Members expressly acknowledge that the
Managing Member is acting on behalf of the Company and the


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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">Members of the Company, that the Managing Member is under no obligation to
consider the separate interests of the Non-Managing Members (including, without
limitation, the tax consequences to Non-Managing Members or Assignees) or their
owners in deciding whether to cause the Company to take (or decline to take)
any actions, and that the Managing Member shall not be liable for monetary or
other damages for losses sustained, liabilities incurred or benefits not
derived by Non-Managing Members in connection with any decisions or actions
made or taken or declined to made or taken, provided that the Managing Member
has acted pursuant to its authority under this Agreement.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.&nbsp;Actions of Agents. Subject to its obligations and duties as Managing
Member set forth in Section&nbsp;7.1.A, the Managing Member may exercise any of the
powers granted to it by this Agreement and perform any of the duties imposed
upon it hereunder either directly or by or through its agents. The Managing
Member shall not be responsible for any misconduct or negligence on the part of
any such agent appointed by the Managing Member in good faith.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;E.&nbsp;Effect of Amendment. Notwithstanding any other provision contained
herein, any amendment, modification or repeal of this Section&nbsp;7.8 or any
provision hereof shall be prospective only and shall not in any way affect the
limitations on the Managing Member&#146;s liability to the Company and the
Non-Managing Members under this Section&nbsp;7.8 as in effect immediately prior to
such amendment, modification or repeal with respect to claims arising from or
relating to matters occurring, in whole or in part, prior to such amendment,
modification or repeal, regardless of when such claims may arise or be
asserted.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;F.&nbsp;Limitations of Fiduciary Duty. Sections&nbsp;7.1.B, 7.1.E and this Section
7.8 and any other Section of this Agreement limiting the liability of the
Managing Member and/or its directors and officers shall constitute an express
limitation of any duties, fiduciary or otherwise, that they would owe the
Company or the Non-Managing Members if such duty would be imposed by any law,
in equity or otherwise.


<P align="left" style="font-size: 10pt">SECTION 7.9 OTHER MATTERS CONCERNING THE MANAGING MEMBER



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;Reliance on Documents. The Managing Member may rely and shall be
protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order, bond,
debenture or other paper or document believed by it in good faith to be genuine
and to have been signed or presented by the proper party or parties.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;Reliance on Advisors. The Managing Member may consult with legal
counsel, accountants, appraisers, management consultants, investment bankers
and other consultants and advisers selected by it, and any act taken or omitted
to be taken in reliance upon the opinion of such Persons as to matters which
the Managing Member reasonably believes to be within such Person&#146;s professional
or expert competence shall be conclusively presumed to have been done or
omitted in good faith and in accordance with such opinion.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.&nbsp;Action Through Agents. The Managing Member shall have the right, in
respect of any of its powers or obligations hereunder, to act through any of
its duly authorized officers and a duly appointed attorney or
attorneys-in-fact. Each such attorney shall, to the extent provided by the
Managing Member in the power of attorney, have full power and authority to do
and perform all and every act and duty that is permitted or required to be done
by the Managing Member hereunder.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.&nbsp;Actions to Maintain REIT Status or Avoid Taxation of the Managing
Member Entity. Notwithstanding any other provisions of this Agreement or the
Act, any action of the Managing Member on behalf of the Company or any decision
of the Managing Member to refrain from acting on behalf of the Company
undertaken in the good faith belief that such action or omission is necessary
or advisable in order (i)&nbsp;to protect the ability of the Managing Member Entity
to qualify as a REIT or (ii)&nbsp;to allow the Managing Member Entity to avoid
incurring any liability for taxes under Section&nbsp;857 or 4981 of the Code, is
expressly authorized under this Agreement and is deemed approved by all of the
Non-Managing Members.


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<P align="left" style="font-size: 10pt">SECTION 7.10 RELIANCE BY THIRD PARTIES



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding anything to the contrary in this Agreement, any Person
dealing with the Company shall be entitled to assume that the Managing Member
has full power and authority, without consent or approval of any other Member
or Person, to encumber, sell or otherwise use in any manner any and all assets
of the Company, to enter into any contracts on behalf of the Company and to
take any and all actions on behalf of the Company, and such Person shall be
entitled to deal with the Managing Member as if the Managing Member were the
Company&#146;s sole party in interest, both legally and beneficially. Each
Non-Managing Member hereby waives any and all defenses or other remedies that
may be available against such Person to contest, negate or disaffirm any action
of the Managing Member in connection with any such dealing, in each case except
to the extent that such action imposes, or purports to impose, liability on the
Non-Managing Member. In no event shall any Person dealing with the Managing
Member or its representatives be obligated to ascertain that the terms of this
Agreement have been complied with or to inquire into the necessity or
expedience of any act or action of the Managing Member or its representatives.
Each and every certificate, document or other instrument executed on behalf of
the Company by the Managing Member or its representatives shall be conclusive
evidence in favor of any and every Person relying thereon or claiming
thereunder that (i)&nbsp;at the time of the execution and delivery of such
certificate, document or instrument, this Agreement was in full force and
effect, (ii)&nbsp;the Person executing and delivering such certificate, document or
instrument was duly authorized and empowered to do so for and on behalf of the
Company, and (iii)&nbsp;such certificate, document or instrument was duly executed
and delivered in accordance with the terms and provisions of this Agreement and
is binding upon the Company.


<P align="left" style="font-size: 10pt">SECTION 7.11 RESTRICTIONS ON MANAGING MEMBER&#146;S AUTHORITY



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;Consent Required. The Managing Member may not take any action in
contravention of an express prohibition or limitation of this Agreement without
the written Consent of (i)&nbsp;all Members adversely affected or (ii)&nbsp;such lower
percentage of the Interests held by Non-Managing Members as may be specifically
provided for under a provision of this Agreement or the Act. The preceding
sentence shall not apply to any limitation or prohibition in this Agreement
that expressly authorizes the Managing Member to take action (either in its
discretion or in specified circumstances) so long as the Managing Member acts
within the scope of such authority.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;Sale of All Assets of the Company. Except as provided in Article&nbsp;XIII,
the Managing Member may not, directly or indirectly, cause the Company to sell,
exchange, transfer or otherwise dispose of all or substantially all of the
Company&#146;s assets in a single transaction or a series of related transactions
(including by way of merger (including a triangular merger), consolidation or
other combination with any other Persons) without the Consent of Members
holding Interests representing more than fifty percent (50%) of the total
number of outstanding Series&nbsp;I Units, provided, however, that the foregoing
limitation shall not apply to any leases of all or substantially all of the
Company&#146;s assets entered into by the Company in order to satisfy any REIT
Requirements.


<P align="left" style="font-size: 10pt">SECTION 7.12 LOANS BY THIRD PARTIES



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company may incur Debt, or enter into similar credit, guarantee,
financing or refinancing arrangements for any purpose (including, without
limitation, in connection with any acquisition of property and any borrowings
from, or guarantees of Debt of the Managing Member or any of its Affiliates)
with any Person upon such terms as the Managing Member determines appropriate.


<P align="center" style="font-size: 10pt">ARTICLE VIII<BR>
RIGHTS AND OBLIGATIONS OF MEMBERS



<P align="left" style="font-size: 10pt">SECTION 8.1 LIMITATION OF LIABILITY



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Members shall have no liability under this Agreement except as
expressly provided in this Agreement, including Section&nbsp;10.5, or under the Act.


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<P align="left" style="font-size: 10pt">SECTION 8.2 MANAGEMENT OF BUSINESS



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No Members or Assignee (other than the Managing Member, any of its
Affiliates, or any officer, director, employee, partner, agent or trustee of
the Managing Member, the Company or any of their Affiliates, in their capacity
as such) shall take part in the operation, management or control (within the
meaning of the Act) of the Company&#146;s business, transact any business in the
Company&#146;s name or have the power to sign documents for or otherwise bind the
Company. The transaction of any such business by the Managing Member, any of
its Affiliates or any officer, director, employee, partner, agent or trustee of
the Managing Member, the Company or any of their Affiliates, in their capacity
as such, shall not affect, impair or eliminate the limitations on the liability
of the Non-Managing Members or Assignees under this Agreement.


<P align="left" style="font-size: 10pt">SECTION 8.3 OUTSIDE ACTIVITIES OF NON-MANAGING MEMBERS



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subject to Section&nbsp;7.5 hereof, and subject to any agreements entered into
pursuant to Section&nbsp;7.6.B hereof and to any other agreements entered into by a
Non-Managing Member or its Affiliates with the Company or a Subsidiary, any
Non-Managing Member and any officer, director, employee, agent, trustee,
Affiliate or owner of any Non-Managing Member shall be entitled to and may have
business interests and engage in business activities in addition to those
relating to the Company, including business interests and activities in direct
or indirect competition with the Company. Neither the Company nor any Members
shall have any rights by virtue of this Agreement in any business ventures of
any Non-Managing Member or Assignee. None of the Non-Managing Members or any
other Person shall have any rights by virtue of this Agreement or the
relationship established hereby in any business ventures of any other Person
(other than the Managing Member to the extent expressly provided herein), and
no Person (other than the Managing Member) shall have any obligation pursuant
to this Agreement to offer any interest in any such business venture to the
Company, any Non-Managing Member or any such other Person, even if such
opportunity is of a character which, if presented to the Company, any
Non-Managing Member or such other Person, could be taken by such Person.


<P align="left" style="font-size: 10pt">SECTION 8.4 RETURN OF CAPITAL



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Except pursuant to the right of redemption set forth in Section&nbsp;8.6, no
Member shall be entitled to the withdrawal or return of its Capital
Contribution, except to the extent of distributions made pursuant to this
Agreement or upon termination of the Company as provided herein. No Member or
Assignee shall have priority over any other Member or Assignee either as to the
return of Capital Contributions (except as permitted by Section&nbsp;4.2.A) or,
except to the extent provided by Exhibit&nbsp;C or as permitted by Sections&nbsp;4.2.A,
5.1.B(i), 6.1.A and 6.1.B, or otherwise expressly provided in this Agreement,
as to profits, losses, distributions or credits.


<P align="left" style="font-size: 10pt">SECTION 8.5 RIGHTS OF NON-MANAGING MEMBERS RELATING TO THE COMPANY



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;General. In addition to other rights provided by this Agreement or by
the Act, and except as limited by Section&nbsp;8.5.D, each Non-Managing Members
shall have the right, for a purpose reasonably related to such Non-Managing
Member&#146;s interest as a member in the Company, upon written demand with a
statement of the purpose of such demand and at such Non-Managing Member&#146;s own
expense:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>to obtain a copy of the most recent annual and quarterly reports
filed with the Securities and Exchange Commission by either the Managing
Member Entity or the Company, if any, pursuant to the Exchange Act;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>to obtain a copy of the Company&#146;s federal, state and local income tax
returns for each Fiscal Year;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>to obtain a current list of the name and last known business,
residence or mailing address of each Member;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(4)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>to obtain a copy of this Agreement and the Certificate of Formation
and all amendments thereto, together with executed copies of all powers
of attorney pursuant to which this Agreement, the Certificate of
Formation and all amendments thereto have been executed; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(5)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>to obtain true and full information regarding the amount of cash and
a description and statement of the agreed value of any other property or
services contributed by each Member and which each Member has</TD>
</TR>

</TABLE>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>agreed to contribute in the future, and the date on which each became a
Member; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(6)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>other information regarding the affairs of the Company as is just and
reasonable.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;Notice of Conversion Factor. The Company shall notify each Member upon
request (i)&nbsp;of the then current Conversion Factor and (ii)&nbsp;of any changes to
the Conversion Factor.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.&nbsp;Notice of Extraordinary Transaction of the Managing Member Entity. The
Managing Member Entity shall not make any extraordinary distributions of cash
or property to its shareholders or effect a merger (including, without
limitation, a triangular merger), consolidation or other combination with or
into another Person, a sale of all or substantially all of its assets or any
other similar extraordinary transaction without providing written notice to the
Non-Managing Members of its intention to make such distribution or effect such
merger, consolidation, combination, sale or other extraordinary transaction at
least twenty (20)&nbsp;Business Days prior to the record date to determine
shareholders eligible to receive such distribution or to vote upon the approval
of such merger, sale or other extraordinary transaction (or, if no such record
date is applicable, at least twenty (20)&nbsp;Business Days before consummation of
such merger, sale or other extraordinary transaction) which notice shall
describe in reasonable detail the action to be taken; provided, however, that
the Managing Member, in its sole and absolute discretion, may shorten the
required notice period of not less than twenty (20)&nbsp;Business Days prior to the
record date to determine the shareholders eligible to vote upon a merger
transaction (but not any of the other transactions covered by this Section
8.5.C.) to a period of not less than ten (10)&nbsp;calendar days (thereby continuing
to afford the holders of Units the opportunity to redeem Units under Section
8.6 on or prior to the record date for the shareholder vote on the merger
transaction) so long as (i)&nbsp;the Managing Member Entity will be the surviving
entity in such merger transaction, (ii)&nbsp;immediately following the merger
transaction, Persons who held voting securities of the Managing Member Entity
immediately prior to such merger transaction will hold, solely by reason of the
ownership of voting securities of the Managing Member Entity immediately prior
to the merger transaction, voting securities of the Managing Member Entity
representing not less than fifty-one percent (51%) of the total combined voting
power of all outstanding voting securities of the Managing Member Entity after
such merger, and (iii)&nbsp;in the event that in connection with such merger
transaction the Company will merge with another entity, the Company will be the
surviving entity in such merger. This provision for such notice shall not be
deemed (i)&nbsp;to permit any transaction that otherwise is prohibited by this
Agreement or requires a Consent of the Members or (ii)&nbsp;to require a Consent on
the part of any one or more of the Non-Managing Members to a transaction that
does not otherwise require Consent under this Agreement. Each Non-Managing
Member agrees, as a condition to the receipt of the notice pursuant hereto, to
keep confidential the information set forth therein until such time as the
Managing Member Entity has made public disclosure thereof and to use such
information during such period of confidentiality solely for purposes of
determining whether to exercise the Redemption Right; provided, however, that a
Non-Managing Member may disclose such information to its attorney, accountant
and/or financial advisor for purposes of obtaining advice with respect to such
exercise so long as such attorney, accountant and/or financial advisor agrees
to receive and hold such information subject to this confidentiality
requirement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.&nbsp;Confidentiality. Notwithstanding any other provision of this Section
8.5, the Managing Member may keep confidential from the Non-Managing Members,
for such period of time as the Managing Member determines in its sole and
absolute discretion, any information that (i)&nbsp;the Managing Member reasonably
believes to be in the nature of trade secrets or other information the
disclosure of which the Managing Member in good faith believes is not in the
best interests of the Company or could damage the Company or its business or
(ii)&nbsp;the Company is required by law or by agreements with unaffiliated third
parties to keep confidential, provided that this Section&nbsp;8.5.D shall not affect
the notice requirements set forth in Section&nbsp;8.5.C above.


<P align="left" style="font-size: 10pt">SECTION 8.6 REDEMPTION RIGHT



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;Common Units.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;General. (1)&nbsp;Subject to Section&nbsp;8.6.A(iii), at any time on or after
one year following the date of the initial issuance thereof (which, in the
event of the transfer, conversion or redesignation of a Common Unit, shall be
deemed to be the date that the Common Unit (whether or not originally issued as
a Class&nbsp;B Series&nbsp;II Unit), as the case may be, was issued to the original
recipient thereof for purposes of this Section&nbsp;8.6), the holder of a Common
Unit (if other than the Managing Member or the Managing Member Entity or any
Subsidiary of either the Managing


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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">Member or the Managing Member Entity) shall have the right (the
&#147;Redemption Right&#148;) to require the Company to redeem such Common Unit, with
such redemption to occur on the Specified Redemption Date and at a redemption
price equal to and in the form of the Cash Amount to be paid by the Company per
Unit. Any such Redemption Right shall be exercised pursuant to a Notice of
Redemption delivered to the Company (with a copy to the Managing Member) by the
holder of the Units who is exercising the Redemption Right (the &#147;Redeeming
Member&#148;). A Non-Managing Member may exercise the Redemption Right from time to
time, without limitation as to frequency, with respect to part or all of the
Units that it owns, as selected by the Non-Managing Member, provided that a
Non-Managing Member may not exercise the Redemption Right for less than one
thousand (1,000) Common Units of a class unless such Redeeming Member then
holds less than one thousand (1,000) Common Units of that class, in which event
the Redeeming Member must exercise the Redemption Right for all of the Units
held by such Redeeming Member in that class, and provided further that, with
respect to a Non-Managing Member which is an entity, such Non-Managing Member
may exercise the Redemption Right for less than one thousand (1,000) Common
Units of a class without regard to whether or not such Non-Managing Member is
exercising the Redemption Right for all of the Common Units held by such
Non-Managing Member as long as such Non-Managing Member is exercising the
Redemption Right on behalf of one or more of its equity owners in respect of
one hundred percent (100%) of such equity owners&#146; interests in such
Non-Managing Member.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;The Redeeming Member&#146;s right with respect to any Common Units so
redeemed to receive any distributions shall be subject to limitations set forth
in Section&nbsp;5.1.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;The Assignee of any Non-Managing Member may exercise the rights of
such Non-Managing Member pursuant to this Section&nbsp;8.6, and such Non-Managing
Member shall be deemed to have assigned such rights to such Assignee and shall
be bound by the exercise of such rights by such Non-Managing Member&#146;s Assignee.
In connection with any exercise of such rights by such Assignee on behalf of
such Non-Managing Member, the Cash Amount shall be paid by the Company directly
to such Assignee and not to such Non-Managing Member.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4)&nbsp;If the Managing Member Entity provides notice to the Non-Managing
Members, pursuant to Section&nbsp;8.5.C hereof, the Redemption Right shall be
exercisable, without regard to whether the Units have been outstanding for any
specified period, during the period commencing on the date on which the
Managing Member Entity provides such notice and ending on the record date to
determine shareholders eligible to receive such distribution or to vote upon
the approval of such merger, sale or other extraordinary transaction (or, if no
such record date is applicable, at least twenty (20)&nbsp;Business Days before the
consummation of such merger, sale or other extraordinary transaction). If this
subparagraph (4)&nbsp;applies, the Specified Redemption Date is the date on which
the Company and the Managing Member Entity receive notice of exercise of the
Redemption Right, rather than ten (10)&nbsp;Business Days after receipt of the
notice of redemption.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;Managing Member Assumption of Right With Respect to Common Units. (1)
If a Non-Managing Member has delivered a Notice of Redemption, the Managing
Member may, in its sole and absolute discretion (subject to the limitations on
ownership and transfer of Shares set forth in the Certificate of
Incorporation), elect to assume directly and satisfy a Redemption Right. If
such election is made by the Managing Member, the Company shall determine
whether the Managing Member shall pay the Redemption Amount in the form of the
Cash Amount or the Shares Amount. The Company&#146;s decision regarding whether
such payment shall be made in the form of the Cash Amount or the Shares Amount
shall be made by the Managing Member, in its capacity as the managing member of
the Company and in its sole and absolute discretion. Payment of the Redemption
Amount in the form of Shares shall be in Shares registered for resale under
Section&nbsp;12 of the Exchange Act and listed for trading on the exchange or
national market on which the Shares are Publicly Traded and the issuance of
Shares upon redemption shall be registered under the Securities Act or, at the
election of the Managing Member Entity resale of the Shares issued upon
redemption shall be registered (so long as the Redeeming Member provides all
information required for such registration), and, provided further that, if the
Shares are not Publicly Traded at the time a Redeeming Member exercises its
Redemption Right, the Redemption Amount shall be paid only in the form of the
Cash Amount unless the Redeeming Member, in its sole and absolute discretion,
consents to payment of the Redemption Amount in the form of the Shares Amount),
on the Specified Redemption Date, upon such payment the Managing Member Entity
shall acquire the Common Units offered for redemption by the Redeeming Member
and shall be treated for all purposes of this Agreement as the owner of such
Common Units. Unless the Managing Member, in its sole and absolute discretion,
shall exercise its right to assume directly and satisfy the Redemption Right,
the Managing


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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">Member shall not have any obligation to the Redeeming Member or to the
Company with respect to the Redeeming Member&#146;s exercise of the Redemption
Right. If the Managing Member shall exercise its right to assume directly and
satisfy the Redemption Right in the manner described in the first sentence of
this Section&nbsp;8.6B and shall fully perform its obligations in connection
therewith, the Company shall have no right or obligation to pay any amount to
the Redeeming Member with respect to such Redeeming Member&#146;s exercise of the
Redemption Right, and each of the Redeeming Member, the Company and the
Managing Member shall, for federal income tax purposes, treat the transaction
between the Managing Member and the Redeeming Member as a sale of the Redeeming
Member&#146;s Common Units to the Managing Member. Nothing contained in this Section
8.6.B shall imply any right of the Managing Member to require any Non-Managing
Member to exercise the Redemption Right afforded to such Non-Managing Member
pursuant to Section&nbsp;8.6.A.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;If the Managing Member determines to pay the Redeeming Member the
Redemption Amount in the form of Shares, the total number of Shares to be paid
to the Redeeming Member in exchange for the Redeeming Member&#146;s Common Units
shall be the applicable Shares Amount. If this amount is not a whole number of
Shares, the Redeeming Member shall be paid (i)&nbsp;that number of Shares which
equals the nearest whole number less than such amount plus (ii)&nbsp;an amount of
cash which the Managing Member determines, in its reasonable discretion, to
represent the fair value of the remaining fractional Share which would
otherwise be payable to the Redeeming Member.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;Each Redeeming Member agrees to execute such documents as the
Managing Member may reasonably require in connection with the issuance of
Shares upon exercise of the Redemption Right.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;Exceptions to Exercise of Common Unit Redemption Right.
Notwithstanding the provisions of Sections&nbsp;8.6.A(i) and A(ii), and 8.6.B, a
Member shall not be entitled to exercise the Redemption Right pursuant to
Section&nbsp;8.6.A(i) if (but only as long as) the delivery of Shares to such Member
on the Specified Redemption Date would be (i)&nbsp;prohibited under the restrictions
on the ownership or transfer of Shares in the Certificate of Incorporation (or,
if the Managing Member is not the Managing Member Entity, the organizational
documents of the Managing Member Entity) or (ii)&nbsp;prohibited under applicable
federal or state securities laws or regulations (in each case regardless of
whether the Managing Member would in fact assume and satisfy the Redemption
Right).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;No Liens on Common Units Delivered for Redemption. Each Non-Managing
Member covenants and agrees with the Managing Member that all Units delivered
for redemption shall be delivered to the Company or the Managing Member Entity,
as the case may be, free and clear of all liens; and, notwithstanding anything
contained herein to the contrary, neither the Managing Member nor the Company
shall be under any obligation to acquire Common Units which are or may be
subject to any liens. Each Non-Managing Member further agrees that, if any
state or local property transfer tax is payable as a result of the transfer of
its Common Units to the Company or the Managing Member Entity, such
Non-Managing Member shall assume and pay such transfer tax.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp;Additional Interests; Modification of Holding Period. If the Company
issues Interests to any Additional Member pursuant to Article&nbsp;IV, the Managing
Member shall make such revisions to this Section&nbsp;8.6 as it determines are
necessary to reflect the issuance of such Interests (including setting forth
any restrictions on the exercise of the Redemption Right with respect to such
Interests) which differ from those set forth in this Agreement), provided that
no such revisions shall materially adversely affect the rights of any other
Non-Managing Member to exercise its Redemption Right without that Non-Managing
Member&#146;s prior written consent. In addition, the Managing Member may, with
respect to any holder or holders of Units, at any time and from time to time,
as it shall determine in its sole and absolute discretion, (i)&nbsp;reduce or waive
the length of the period prior to which such holder or holders may not exercise
the Redemption Right or (ii)&nbsp;reduce or waive the length of the period between
the exercise of the Redemption Right and the Specified Redemption Date.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;Preferred Units. Preferred Units issued by the Company shall be
convertible into other Units or redeemable in accordance with the terms
applicable to them as specified in this Agreement and attachments thereto,
including, in the case of the Class&nbsp;F Convertible Units and the Class&nbsp;SV Units,
the terms set forth in the Attachment A and the Attachment B, respectively,
hereto.


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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt">ARTICLE IX<BR>
BOOKS, RECORDS, ACCOUNTING AND REPORTS



<P align="left" style="font-size: 10pt">SECTION 9.1 RECORDS AND ACCOUNTING



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Managing Member shall keep or cause to be kept at the principal office
of the Company appropriate books and records with respect to the Company&#146;s
business, including, without limitation, all books and records necessary to
provide to the Non-Managing Member any information, lists and copies of
documents required to be provided pursuant to Section&nbsp;9.3. Any records
maintained by or on behalf of the Company in the regular course of its business
may be kept on, or be in the form of, punch cards, magnetic tape, photographs,
micrographics or any other information storage device, provided that the
records so maintained are convertible into clearly legible written form within
a reasonable period of time. The books of the Company shall be maintained, for
financial and tax reporting purposes, on an accrual basis in accordance with
generally accepted accounting principles.


<P align="left" style="font-size: 10pt">SECTION 9.2 FISCAL YEAR



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The fiscal year of the Company shall be the calendar year.


<P align="left" style="font-size: 10pt">SECTION 9.3 REPORTS



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;Annual Reports. As soon as practicable, but in no event later than the
date on which the Managing Member Entity mails its annual report to its
shareholders, the Managing Member Entity shall cause to be mailed to each
Non-Managing Member an annual report, as of the close of the most recently
ended Fiscal Year, containing financial statements of the Company, or of the
Managing Member Entity if such statements are prepared solely on a consolidated
basis with the Company, for such Fiscal Year, presented in accordance with
generally accepted accounting principles, such statements to be audited by a
nationally recognized firm of independent public accountants selected by the
Managing Member Entity.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;Quarterly Reports. If and to the extent that the Managing Member Entity
mails quarterly reports to its shareholders, as soon as practicable, but in no
event later than the date on such reports are mailed, the Managing Member
Entity shall cause to be mailed to each Non-Managing Member a report containing
unaudited financial statements, as of the last day of such fiscal quarter, of
the Company, or of the Managing Member Entity if such statements are prepared
solely on a consolidated basis with the Company, and such other information as
may be required by applicable law or regulation, or as the Managing Member
determines to be appropriate.


<P align="center" style="font-size: 10pt">ARTICLE X<BR>
TAX MATTERS



<P align="left" style="font-size: 10pt">SECTION 10.1 PREPARATION OF TAX RETURNS



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Managing Member shall arrange for the preparation and timely filing of
all tax returns required of the Company for federal, state, local and other tax
purposes and shall use all reasonable efforts to furnish, as soon as practical
after the close of each Fiscal Year, the tax information reasonably required by
Non-Managing Members in preparing and filing tax returns applicable to them.


<P align="left" style="font-size: 10pt">SECTION 10.2 TAX ELECTIONS



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Except as otherwise provided herein, the Managing Member shall, in its
sole and absolute discretion, determine whether to make any available election
pursuant to the Code (including the election under Section&nbsp;754 of the Code) or
under applicable state, local or other tax laws. The Managing Member shall have
the right to seek to revoke any such election upon the Managing Member&#146;s
determination in its sole and absolute discretion that such revocation is in
the best interests of the Members.


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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">SECTION 10.3 TAX MATTERS PARTNER



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;General. The Managing Member shall be the &#147;tax matters partner&#148; of the
Company for federal income tax purposes. Pursuant to Section&nbsp;6223(c)(3) of the
Code, upon receipt of notice from the IRS of the beginning of an administrative
proceeding with respect to the Company, the tax matters partner shall furnish
the IRS with the name, address, taxpayer identification number and profit
interest of each of the Non-Managing Members and any Assignees; provided,
however, that such information is provided to the Company by the Non-Managing
Members.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;Powers. The tax matters partner is authorized, but not required:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>to enter into any settlement with the IRS with respect to any
administrative or judicial proceedings for the adjustment of Company
items required to be taken into account by a Member for income tax
purposes (such administrative proceedings being referred to as a &#147;tax
audit&#148; and such judicial proceedings being referred to as &#147;judicial
review&#148;), and in the settlement agreement the tax matters partner may
expressly state that such agreement shall bind all Members, except that
such settlement agreement shall not bind any Member (i)&nbsp;who (within the
time prescribed pursuant to the Code and Regulations) files a statement
with the IRS providing that the tax matters partner shall not have the
authority to enter into a settlement agreement on behalf of such Member
or (ii)&nbsp;who is a &#147;notice partner&#148; (as defined in Section&nbsp;6231(a)(8) of
the Code) or a member of a &#147;notice group&#148; (as defined in Section
6223(b)(2) of the Code);</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>if a notice of a final administrative adjustment at the Company level
of any item required to be taken into account by a Member for tax
purposes (a &#147;final adjustment&#148;) is mailed to the tax matters partner, to
seek judicial review of such final adjustment, including the filing of a
petition for readjustment with the Tax Court or the filing of a
complaint for refund with the United States Claims Court or the District
Court of the United States for the district in which the Company&#146;s
principal place of business is located;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>to intervene in any action brought by any other Member for judicial
review of a final adjustment;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(4)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>to file a request for an administrative adjustment with the IRS at
any time and, if any part of such request is not allowed by the IRS, to
file an appropriate pleading (petition or complaint) for judicial review
with respect to such request;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(5)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>to enter into an agreement with the IRS to extend the period for
assessing any tax which is attributable to any item required to be taken
into account by a Member for tax purposes, or an item affected by such
item; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(6)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>to take any other action on behalf of the Member of the Company in
connection with any tax audit or judicial review proceeding to the
extent permitted by applicable law or regulations.</TD>
</TR>

</TABLE>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The taking of any action and the incurring of any expense by the tax
matters partner in connection with any such proceeding, except to the extent
required by law, is a matter in the sole and absolute discretion of the tax
matters partner and the provisions relating to indemnification of the Managing
Member set forth in Section&nbsp;7.7 shall be fully applicable to the tax matters
partner in its capacity as such.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.&nbsp;Reimbursement. The tax matters partner shall receive no compensation
for its services. All third-party costs and expenses incurred by the tax
matters partner in performing its duties as such (including legal and
accounting fees and expenses) shall be borne by the Company. Nothing herein
shall be construed to restrict the Company from engaging an accounting firm
and/or law firm to assist the tax matters partner in discharging its duties
hereunder, so long as the compensation paid by the Company for such services is
reasonable.


<P align="left" style="font-size: 10pt">SECTION 10.4 ORGANIZATIONAL EXPENSES



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company shall elect to deduct expenses, if any, incurred by it in
organizing the Company ratably over a sixty (60)&nbsp;month period as provided in
Section&nbsp;709 of the Code.


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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">SECTION 10.5 WITHHOLDING



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each Non-Managing Member hereby authorizes the Company to withhold from or
pay on behalf of or with respect to such Non-Managing Member any amount of
federal, state, local, or foreign taxes that the Managing Member determines
that the Company is required to withhold or pay with respect to any amount
distributable or allocable to such Non-Managing Member pursuant to this
Agreement, including, without limitation, any taxes required to be withheld or
paid by the Company pursuant to Section&nbsp;1441, 1442, 1445, or 1446 of the Code.
Unless the amount distributable to the Non-Managing Member for the Distribution
Period the tax relates to is at least equal to the tax withheld hereunder, any
amount paid on behalf of or with respect to a Non-Managing Member pursuant to
this Section&nbsp;10.5 shall constitute a loan by the Company to such Non-Managing
Member, which loan shall be repaid by such Non-Managing Member within fifteen
(15)&nbsp;days after notice from the Managing Member that such payment must be made,
and unless paid earlier, such loan may be satisfied by the Company by
withholdings upon: (i)&nbsp;the subsequent distributions which would otherwise be
made to the Non-Managing Member or (ii)&nbsp;the withholding, upon the Managing
Member&#146;s sole and absolute discretion, on any other amounts distributable to
the Non-Managing Member. Any amounts withheld pursuant to the foregoing clauses
(i)&nbsp;or (ii)&nbsp;shall be treated as having been distributed to such Non-Managing
Member. Each Non-Managing Member hereby unconditionally and irrevocably grants
to the Company a security interest in such Non-Managing Member&#146;s Interest to
secure such Non-Managing Member&#146;s obligation to pay to the Company any amounts
required to be paid pursuant to this Section&nbsp;10.5. If a Non-Managing Member
fails to pay any amounts owed to the Company pursuant to this Section&nbsp;10.5 when
due, the Managing Member may, in its sole and absolute discretion, elect to
make the payment to the Company on behalf of such defaulting Non-Managing
Member, and in such event shall be deemed to have loaned such amount to such
defaulting Non-Managing Member and shall succeed to all rights and remedies of
the Company as against such defaulting Non-Managing Member (including, without
limitation, the right to receive distributions). Any amounts payable by a
Non-Managing Member hereunder shall bear interest at the base rate on corporate
loans at large United States money center commercial banks, as published from
time to time in The Wall Street Journal, plus four (4)&nbsp;percentage points (but
not higher than the maximum lawful rate that may be charged under the law) from
the date such amount is due (i.e., fifteen (15)&nbsp;days after demand) until such
amount is paid in full. Each Non-Managing Member shall take such actions as the
Company or the Managing Member shall request to perfect or enforce the security
interest created hereunder.


<P align="center" style="font-size: 10pt">ARTICLE XI<BR>
TRANSFERS AND WITHDRAWALS



<P align="left" style="font-size: 10pt">SECTION 11.1 TRANSFER



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;Definition. The term &#147;transfer,&#148; when used in this Article&nbsp;XI with
respect to a Unit, shall be deemed to refer to a transaction by which the
Member purports to assign all or any part of its Interest to another Person,
and includes a sale, assignment, gift, pledge, encumbrance, hypothecation,
mortgage, exchange or any other disposition by law or otherwise. The term
&#147;transfer&#148; when used in this Article&nbsp;XI does not include any redemption or
repurchase of Units by the Company from a Member or acquisition of Units from a
Non-Managing Member by the Managing Member pursuant to Section&nbsp;8.6 or
otherwise. No part of the Unit of a Member shall be subject to the claims of
any creditor, any spouse for alimony or support, or to legal process, and may
not be voluntarily or involuntarily alienated or encumbered except as may be
specifically provided for in this Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;General. No Unit shall be transferred, in whole or in part, except in
accordance with the terms and conditions set forth in this Article&nbsp;XI. Any
transfer or purported transfer of a Unit not made in accordance with this
Article&nbsp;XI shall be null and void.


<P align="left" style="font-size: 10pt">SECTION 11.2 TRANSFERS OF INTERESTS OF MANAGING MEMBER



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;General. The Managing Member may not transfer any of its Units or
other Interests except in connection with (i)&nbsp;a transaction described in
Section&nbsp;11.2.B, (ii)&nbsp;any merger (including a triangular merger), consolidation
or other combination with or into another Person following the consummation of
which the equity holders of the surviving entity are substantially identical to
the shareholders of the Managing Member Entity, or (iii)&nbsp;as otherwise expressly
permitted under this Agreement, nor shall the Managing Member withdraw as
Managing Member except


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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">in connection with a transaction permitted under Section&nbsp;11.2.B or any
merger, consolidation, or other combination permitted under clause (ii)&nbsp;of this
Section&nbsp;11.2.A.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;Specific Transactions Prohibited. The Managing Member Entity shall not
engage in any merger (including a triangular merger), consolidation or other
combination with or into another Person (other than any transaction permitted
by Section&nbsp;11.2.A), sale of all or substantially all of its assets or any
reclassification, recapitalization or change of outstanding Shares (other than
a change in par value, or from par value to no par value, or as a result of a
subdivision or combination as described in the definition of &#147;Conversion
Factor&#148;) (&#147;Termination Transaction&#148;), unless (i)&nbsp;the Termination Transaction
has been approved by the Consent of Members holding Interests representing more
than fifty percent (50%) of the Percentage Interests of the Series&nbsp;I Units,
(ii)&nbsp;following such merger or other consolidation, substantially all of the
assets of the surviving entity consist of Units and (iii)&nbsp;in connection with
which all Members either will receive, or will have the right to receive, for
each Unit an amount of cash, securities, or other property equal to the product
of the Conversion Factor and the greatest amount of cash, securities or other
property paid to a holder of Shares, if any, corresponding to such Unit in
consideration of one such Share at any time during the period from and after
the date on which the Termination Transaction is consummated; provided that,
if, in connection with the Termination Transaction, a purchase, tender or
exchange offer shall have been made to and accepted by the holders of the
percentage required for the approval of mergers under the charter documents of
the Managing Member Entity, each holder of Units shall receive, or shall have
the right to receive without any right of Consent set forth above in this
subsection B, the greatest amount of cash, securities, or other property which
such holder would have received had it exercised the Redemption Right and
received Shares in exchange for its Units immediately prior to the expiration
of such purchase, tender or exchange offer and had thereupon accepted such
purchase, tender or exchange offer. The Managing Member shall not enter into an
agreement or other arrangement providing for or facilitating the creation of a
Managing Member Entity other than the Managing Member, unless the successor
Managing Member Entity executes and delivers a counterpart to this Agreement in
which such Managing Member Entity agrees to be fully bound by all of the terms
and conditions contained herein that are applicable to a Managing Member
Entity.


<P align="left" style="font-size: 10pt">SECTION 11.3 NON-MANAGING MEMBERS&#146; RIGHTS TO TRANSFER



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;General. Except to the extent expressly permitted in Sections&nbsp;11.3.B
and 11.3.C or in connection with the exercise of a Redemption Right pursuant to
Section&nbsp;8.6, a Non-Managing Member may not transfer all or portion of its
Interest, or any of such Non-Managing Member&#146;s rights as a Non-Managing Member,
without the prior written consent of the Managing Member, which consent may be
withheld in the Managing Member&#146;s sole and absolute discretion. Any transfer
otherwise permitted under Sections&nbsp;11.3.B and 11.3.C shall be subject to the
conditions set forth in Section&nbsp;11.3.D, 11.3.E and 11.3.F, and all permitted
transfers shall be subject to Section&nbsp;11.5.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;Incapacitated Non-Managing Member. If a Non-Managing Member is subject
to Incapacity, the executor, administrator, trustee, committee, guardian,
conservator or receiver of such Non-Managing Member&#146;s estate shall have all the
rights of a Non-Managing Member, but not more rights than those enjoyed by
other Non-Managing Member, for the purpose of settling or managing the estate
and such power as the Incapacitated Non-Managing Member possessed to transfer
all or any part of its interest in the Company. The Incapacity of a
Non-Managing Member, in and of itself, shall not dissolve or terminate the
Company.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.&nbsp;Permitted Transfers. A Non-Managing Member may transfer, with or
without the consent of the Managing Member, all or a portion of its Interest
(i)&nbsp;in the case of a Non-Managing Member who is an individual, to a member of
his Immediate Family, any trust formed for the benefit of himself and/or
members of his Immediate Family, or any partnership, limited liability company,
joint venture, corporation or other business entity comprised only of himself
and/or members of his Immediate Family and entities the ownership interests in
which are owned by or for the benefit of himself and/or members of his
Immediate Family, (ii)&nbsp;in the case of a Non-Managing Member which is a trust,
to the beneficiaries of such trust, (iii)&nbsp;in the case of a Non-Managing Member
which is a partnership, limited liability company, joint venture, corporation
or other business entity to which Units were transferred pursuant to clause (i)
above, to its partners, owners or stockholders, as the case may be, who are
members of the Immediate Family of or are actually the Person(s) who
transferred Units to it pursuant to clause (i)&nbsp;above, (iv)&nbsp;in the case of a
Non-Managing Member which acquired Units as of the date hereof and which is a
partnership, limited liability company, joint venture, corporation or other
business entity, to its partners, owners, stockholders or Affiliates thereof,
as the case may be, or the Persons owning the beneficial interests in any of
its partners, owners or


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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">stockholders or Affiliates thereof (it being understood that this clause
(iv)&nbsp;will apply to all of each Person&#146;s Interests whether the Units relating
thereto were acquired on the date hereof or hereafter), (v)&nbsp;in the case of a
Non-Managing Member which is a partnership, limited liability company, joint
venture, corporation or other business entity other than any of the foregoing
described in clause (iii)&nbsp;or (iv), in accordance with the terms of any
agreement between such Non-Managing Member and the Company pursuant to which
such Interest was issued, (vi)&nbsp;pursuant to a gift or other transfer without
consideration, (vii)&nbsp;pursuant to applicable laws of descent or distribution,
(viii)&nbsp;to another Non-Managing Member and (ix)&nbsp;pursuant to a grant of security
interest or other encumbrance effectuated in a bona fide transaction or as a
result of the exercise of remedies related thereto, subject to the provisions
of Section&nbsp;11.3.F hereof. A trust or other entity will be considered formed
&#147;for the benefit&#148; of a Member&#146;s Immediate Family even though some other Person
has a remainder interest under or with respect to such trust or other entity.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.&nbsp;No Transfers Violating Securities Laws. The Managing Member may
prohibit any transfer of Units by a Non-Managing Member unless it receives a
written opinion of legal counsel (which opinion and counsel shall be reasonably
satisfactory to the Company) to such Non-Managing Member to the effect that
such transfer would not require filing of a registration statement under the
Securities Act or would not otherwise violate any federal or state securities
laws or regulations applicable to the Company or the Unit or, at the option of
the Company, an opinion of legal counsel to the Company to the same effect.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;E.&nbsp;No Transfers Affecting Tax Status of Company. No transfer of Units by a
Non-Managing Member (including a redemption or exchange pursuant to Section
8.6) may be made to any Person if (i)&nbsp;in the opinion of legal counsel for the
Company, there is a significant risk that it would result in the Company being
treated as an association taxable as a corporation for federal income tax
purposes or would result in a termination of the Company for federal income tax
purposes (except as a result of the redemption or exchange for Shares of all
Units held by all Non-Managing Members other than the Managing Member or the
Managing Member Entity or any Subsidiary of the Managing Member or the Managing
Member Entity or pursuant to a transaction expressly permitted under Section
7.11.B or Section&nbsp;11.2), (ii)&nbsp;in the opinion of legal counsel for the Company,
there is a significant risk that it would adversely affect the ability of the
Managing Member Entity to continue to qualify as a REIT or would subject the
Managing Member Entity to any additional taxes under Section&nbsp;857 or Section
4981 of the Code or (iii)&nbsp;such transfer is effectuated through an &#147;established
securities market&#148; or a &#147;secondary market (or the substantial equivalent
thereof)&#148; within the meaning of Section&nbsp;7704 of the Code (provided that this
clause (iii)&nbsp;shall not be the basis for limiting or restricting in any manner
the exercise of the Redemption Right under Section&nbsp;8.6 unless, and only to the
extent that, outside tax counsel provides to the Managing Member an opinion to
the effect that, in the absence of such limitation or restriction, there is a
significant risk that the Company will be treated as a &#147;publicly traded
partnership&#148; and, by reason thereof, taxable as a corporation).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;F.&nbsp;No Transfers to Holders of Nonrecourse Liabilities. No pledge or
transfer of any Units may be made to a lender to the Company or any Person who
is related (within the meaning of Section&nbsp;1.752-4(b) of the Regulations) to any
lender to the Company whose loan constitutes a Nonrecourse Liability unless (i)
the Managing Member is provided prior written notice thereof and (ii)&nbsp;the
lender enters into an arrangement with the Company and the Managing Member to
exchange or redeem for the Redemption Amount any Units in which a security
interest is held simultaneously with the time at which such lender would be
deemed to be a partner in the Company for purposes of allocating liabilities to
such lender under Section&nbsp;752 of the Code.


<P align="left" style="font-size: 10pt">SECTION 11.4 SUBSTITUTED MEMBERS



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;Consent of Managing Member. No Non-Managing Members shall have the
right to substitute a transferee as a Non-Managing Member in its place. The
Managing Member shall, however, have the right to consent to the admission of a
transferee of the interest of a Non-Managing Member pursuant to this Section
11.4 as a Substituted Member, which consent may be given or withheld by the
Managing Member in its sole and absolute discretion. The Managing Member&#146;s
failure or refusal to permit a transferee of any such interests to become a
Substituted Member shall not give rise to any cause of action against the
Company or any Member. The Managing Member hereby grants its consent to the
admission as a Substituted Member to any bona fide financial institution that
loans money or otherwise extends credit to a holder of Units and thereafter
becomes the owner of such Units pursuant to the exercise by such financial
institution of its rights under a pledge of such Units granted in connection
with such loan or extension of credit.


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;Rights of Substituted Member. A transferee who has been admitted as a
Substituted Member in accordance with this Article&nbsp;XI shall have all the rights
and powers and be subject to all the restrictions and liabilities of a
Non-Managing Member under this Agreement. The admission of any transferee as a
Substituted Member shall be conditioned upon the transferee executing and
delivering to the Company an acceptance of all the terms and conditions of this
Agreement (including, without limitation, the provisions of Section&nbsp;15.11) and
such other documents or instruments as may be required to effect the admission.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.&nbsp;Member Registry. Upon the admission of a Substituted Member, the
Managing Member shall update the Member Registry in the books and records of
the Company as it deems necessary reflect such admission in the Member
Registry.


<P align="left" style="font-size: 10pt">SECTION 11.5 ASSIGNEES



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If the Managing Member, in its sole and absolute discretion, does not
consent to the admission of any permitted transferee under Section&nbsp;11.3 as a
Substituted Member, as described in Section&nbsp;11.4, such transferee shall be
considered an Assignee for purposes of this Agreement. An Assignee shall be
entitled to all the rights of an assignee of a limited liability company
interest under the Act, including the right to receive distributions from the
Company and the allocable shares of Net Income, Net Losses, and Recapture
Income and all items of income, gain, loss, deduction and credit of the Company
attributable to the Units assigned to such transferee, and shall have the
rights granted to the Non-Managing Member under Section&nbsp;8.6, but shall not be
deemed to be a holder of Units for any other purpose under this Agreement, and
shall not be entitled to vote such Units in any matter presented to the
Non-Managing Member for a vote (such Units being deemed to have been voted on
such matter in the same proportion as all other Units held by Non-Managing
Member are voted). If any such transferee desires to make a further assignment
of any such Units, such transferee shall be subject to all the provisions of
this Article&nbsp;XI to the same extent and in the same manner as any Non-Managing
Member desiring to make an assignment of Units.


<P align="left" style="font-size: 10pt">SECTION 11.6 GENERAL PROVISIONS



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;Withdrawal of Non-Managing Member. No Non-Managing Member may withdraw
from the Company other than as a result of a permitted transfer of all of such
Non-Managing Member&#146;s Units in accordance with this Article&nbsp;XI or pursuant to
redemption of all of its Units under Section&nbsp;8.6.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;Termination of Status as Non-Managing Member. Any Non-Managing Member
who shall transfer all of its Units in a transfer permitted pursuant to this
Article&nbsp;XI or pursuant to redemption of all of its Units under Section&nbsp;8.6
shall cease to be a Non-Managing Member.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.&nbsp;Timing of Transfers. Transfers pursuant to this Article&nbsp;XI may only be
made upon three (3)&nbsp;Business Days prior notice, unless the Managing Member
otherwise agrees.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.&nbsp;Allocations. If any Interest is transferred during any quarterly
segment of the Company&#146;s Fiscal Year in compliance with the provisions of this
Article&nbsp;XI or redeemed or transferred pursuant to Section&nbsp;8.6, Net Income, Net
Losses, each item thereof and all other items attributable to such interest for
such Fiscal Year shall be divided and allocated between the transferor Member
and the transferee Member by taking into account their varying interests during
the fiscal year in accordance with Section 706(d) of the Code, using the
interim closing of the books method (unless the Managing Member, in its sole
and absolute discretion, elects to adopt a daily, weekly, or a monthly
proration period, in which event Net Income, Net Losses, each item thereof and
all other items attributable to such interest for such fiscal year shall be
prorated based upon the applicable method selected by the Managing Member).
Solely for purposes of making such allocations, each of such items for the
calendar month in which the transfer or redemption occurs shall be allocated to
the Person who is a Member as of midnight on the last day of said month. All
distributions of Available Cash attributable to any Unit with respect to which
the Record Date is before the date of such transfer, assignment or redemption
shall be made to the transferor Member or the Redeeming Member, as the case may
be, and, in the case of a transfer or assignment other than a redemption, all
distributions of Available Cash thereafter attributable to such Unit shall be
made to the transferee Member.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;E.&nbsp;Additional Restrictions. In addition to any other restrictions on
transfer herein contained, including without limitation the provisions of this
Article&nbsp;XI and Article&nbsp;VII, in no event may any transfer or assignment of an
Interest


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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">by any Member (including pursuant to Section&nbsp;8.6) be made without the
express consent of the Managing Member, in its sole and absolute discretion,
(i)&nbsp;to any person or entity who lacks the legal right, power or capacity to own
an Interest; (ii)&nbsp;in violation of applicable law; (iii)&nbsp;of any component
portion of an Interest, such as the Capital Account, or rights to
distributions, separate and apart from all other components of an Interest;
(iv)&nbsp;if in the opinion of legal counsel to the Company, there is a significant
risk that such transfer would cause a termination of the Company for federal or
state income tax purposes (except as a result of the redemption or exchange for
Shares of all Units held by all Non-Managing Members other than the Managing
Member, the Managing Member Entity, or any Subsidiary of either, or pursuant to
a transaction expressly permitted under Section&nbsp;7.11.B or Section&nbsp;11.2); (v)&nbsp;if
in the opinion of counsel to the Company, there is a significant risk that such
transfer would cause the Company to cease to be classified as a partnership for
federal income tax purposes (except as a result of the redemption or exchange
for Shares of all Units held by all Non-Managing Members other than the
Managing Member, the Managing Member Entity, or any Subsidiary of either, or
pursuant to a transaction expressly permitted under Section&nbsp;7.11.B or Section
11.2); (vi)&nbsp;if such transfer requires the registration of such Interest
pursuant to any applicable federal or state securities laws; (vii)&nbsp;if such
transfer is effectuated through an &#147;established securities market&#148; or a
&#147;secondary market (or the substantial equivalent thereof)&#148; within the meaning
of Section&nbsp;7704 of the Code or such transfer causes the Company to become a
&#147;publicly traded partnership,&#148; as such term is defined in Section&nbsp;469(k)(2) or
Section 7704(b) of the Code (provided that, this clause (vii)&nbsp;shall not be the
basis for limiting or restricting in any manner the exercise of the Redemption
Right under Section&nbsp;8.6 unless, and only to the extent that, outside tax
counsel provides to the Managing Member an opinion to the effect that, in the
absence of such limitation or restriction, there is a significant risk that the
Company will be treated as a &#147;publicly traded partnership&#148; and, by reason
thereof, taxable as a corporation); (viii)&nbsp;if such transfer subjects the
Company or the activities of the Company to regulation under the Investment
Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as
amended; (ix)&nbsp;if such transfer could adversely affect the ability of the
Managing Member Entity to fail to remain qualified as a REIT; or (x)&nbsp;if in the
opinion of legal counsel for the transferring Member (which opinion and counsel
shall be reasonably satisfactory to the Company) or legal counsel for the
Company, there is a significant risk that such transfer would cause the
Managing Member Entity to fail to continue to qualify as a REIT or subject the
Managing Member Entity to any additional taxes under Section&nbsp;857 or Section
4981 of the Code.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;F.&nbsp;Avoidance of &#147;Publicly Traded Partnership&#148; Status. The Managing Member
shall monitor the transfers of interests in the Company to determine (i)&nbsp;if
such interests are being traded on an &#147;established securities market&#148; or a
&#147;secondary market (or the substantial equivalent thereof)&#148; within the meaning
of Section&nbsp;7704 of the Code and (ii)&nbsp;whether additional transfers of interests
would result in the Company being unable to qualify for at least one of the
&#147;safe harbors&#148; set forth in Regulations Section&nbsp;1.7704-1 (or such other
guidance subsequently published by the IRS setting forth safe harbors under
which interests will not be treated as &#147;readily tradable on a secondary market
(or the substantial equivalent thereof)&#148; within the meaning of Section&nbsp;7704 of
the Code) (the &#147;Safe Harbors&#148;). The Managing Member shall take all steps
reasonably necessary or appropriate to prevent any trading of interests or any
recognition by the Company of transfers made on such markets and, except as
otherwise provided herein, to insure that at least one of the Safe Harbors is
met; provided, however, that the foregoing shall not authorize the Managing
Member to limit or restrict in any manner the right of any holder of a Unit to
exercise the Redemption Right in accordance with the terms of Section&nbsp;8.6
unless, and only to the extent that, outside tax counsel provides to the
Managing Member an opinion to the effect that, in the absence of such
limitation or restriction, there is a significant risk that the Company will be
treated as a &#147;publicly traded partnership&#148; and, by reason thereof, taxable as a
corporation.


<P align="center" style="font-size: 10pt">ARTICLE XII<BR>
ADMISSION OF MEMBERS



<P align="left" style="font-size: 10pt">SECTION 12.1 ADMISSION OF A SUCCESSOR MANAGING MEMBER



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A successor to all of the Managing Member&#146;s Managing Member Interest
pursuant to Section&nbsp;11.2 who is proposed to be admitted as a successor Managing
Member shall be admitted to the Company as the Managing Member, effective upon
such transfer. Any such successor shall carry on the business of the Company
without dissolution. In such case, the admission shall be subject to such
successor Managing Member executing and delivering to the Company an acceptance
of all of the terms and conditions of this Agreement and such other documents
or instruments as may be required to effect the admission.


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<P align="left" style="font-size: 10pt">SECTION 12.2 ADMISSION OF ADDITIONAL MEMBERS



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;General. No Person shall be admitted as an Additional Member without
the consent of the Managing Member, which consent shall be given or withheld in
the Managing Member&#146;s sole and absolute discretion. A Person who makes a
Capital Contribution to the Company in accordance with this Agreement or who
exercises an option to receive Units shall be admitted to the Company as an
Additional Member only with the consent of the Managing Member and only upon
furnishing to the Managing Member (i)&nbsp;evidence of acceptance in form
satisfactory to the Managing Member of all of the terms and conditions of this
Agreement, including, without limitation, the power of attorney granted in
Section&nbsp;15.11 and (ii)&nbsp;such other documents or instruments as may be required
in the discretion of the Managing Member to effect such Person&#146;s admission as
an Additional Member, including, among others, a properly completed and duly
executed copy of each of Schedule (e)&nbsp;and (f)&nbsp;hereto. The admission of any
Person as an Additional Member shall become effective on the date upon which
the name of such Person is recorded on the books and records of the Company,
following the consent of the Managing Member to such admission.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;Allocations to Additional Members. If any Additional Member is admitted
to the Company on any day other than the first day of a Fiscal Year, then Net
Income, Net Losses, each item thereof and all other items allocable among
Members and Assignees for such Fiscal Year shall be allocated among such
Additional Member and all other Members and Assignees by taking into account
their varying interests during the Fiscal Year in accordance with Section
706(d) of the Code, using the interim closing of the books method (unless the
Managing Member, in its sole and absolute discretion, elects to adopt a daily,
weekly or monthly proration method, in which event Net Income, Net Losses, and
each item thereof would be prorated based upon the applicable period selected
by the Managing Member). Solely for purposes of making such allocations, each
of such items for the calendar month in which an admission of any Additional
Member occurs shall be allocated among all the Members and Assignees including
such Additional Member. All distributions of Available Cash with respect to
which the Record Date is before the date of such admission shall be made solely
to Members and Assignees other than the Additional Member, and all
distributions of Available Cash thereafter shall be made to all the Members and
Assignees including such Additional Member.


<P align="left" style="font-size: 10pt">SECTION 12.3 AMENDMENT OF AGREEMENT AND CERTIFICATE OF FORMATION



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For the admission to the Company of any Member, the Managing Member shall
take all steps necessary and appropriate under the Act to amend the records of
the Company and, if necessary, to prepare as soon as practical an amendment of
this Agreement (including an amendment to the Member Registry) and, if required
by law, shall prepare and file an amendment to the Certificate of Formation and
may for this purpose exercise the power of attorney granted pursuant to Section
15.11 hereof.


<P align="center" style="font-size: 10pt">ARTICLE XIII<BR>
DISSOLUTION AND LIQUIDATION



<P align="left" style="font-size: 10pt">SECTION 13.1 DISSOLUTION



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company shall not be dissolved by the admission of Substituted Members
or Additional Members or by the admission of a successor Managing Member in
accordance with the terms of this Agreement. Upon the withdrawal of the
Managing Member, any successor Managing Member shall continue the business of
the Company. The Company shall dissolve, and its affairs shall be wound up,
upon the first to occur of any of the following (&#147;Liquidating Events&#148;):


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;an event of withdrawal of the Managing Member (other than an event of
bankruptcy), unless within ninety (90)&nbsp;days after the withdrawal, the written
Consent of the Non-Managing Members to continue the business of the Company and
to the appointment, effective as of the date of withdrawal, of a substitute
Managing Member is obtained;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;an election to dissolve the Company made by the Managing Member with
the Consent of Non-


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<P align="left" style="font-size: 10pt">Managing Members holding Interests representing ninety percent (90%) of
the Percentage Interest of the Series&nbsp;I Common Units;



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;an election to dissolve the Company made by the Managing Member, in
its sole and absolute discretion;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;entry of a decree of judicial dissolution of the Company pursuant to
the provisions of the Act;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp;the sale of all or substantially all of the assets and properties of
the Company for cash or for marketable securities; or


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi)&nbsp;a final and non-appealable judgment is entered by a court of
competent jurisdiction ruling that the Managing Member is bankrupt or
insolvent, or a final and non-appealable order for relief is entered by a court
with appropriate jurisdiction against the Managing Member, in each case under
any federal or state bankruptcy or insolvency laws as now or hereafter in
effect, unless prior to or at the time of the entry of such order or judgment,
the written Consent of the Non-Managing Members is obtained to continue the
business of the Company and to the appointment, effective as of a date prior to
the date of such order or judgment, of a substitute Managing Member.


<P align="left" style="font-size: 10pt">SECTION 13.2 WINDING UP



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;General. Upon the occurrence of a Liquidating Event, the Company shall
continue solely for the purposes of winding up its affairs in an orderly
manner, liquidating its assets, and satisfying the claims of its creditors and
Members. No Member shall take any action that is inconsistent with, or not
necessary to or appropriate for, the winding up of the Company&#146;s business and
affairs. The Managing Member (or, if there is no remaining Managing Member, any
Person elected by a majority in interest of the Non-Managing Member (the
&#147;Liquidator&#148;)) shall be responsible for overseeing the winding up and
dissolution of the Company and shall take full account of the Company&#146;s
liabilities and property and the Company property shall be liquidated as
promptly as is consistent with obtaining the fair value thereof, and the
proceeds therefrom (which may, to the extent determined by the Managing Member,
include equity or other securities of the Managing Member or any other entity)
shall be applied and distributed in the following order:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>First, to the payment and discharge of all of the Company&#146;s debts and
liabilities to creditors other than the Members;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Second, to the payment and discharge of all of the Company&#146;s debts
and liabilities to the Managing Member;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Third, to the payment and discharge of all of the Company&#146;s debts and
liabilities to the Non-Managing Members;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(4)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Fourth, to the holders of Units that are entitled to any preference
in distribution upon liquidation (including, without limitation, the
Class&nbsp;F Convertible Units and the Class&nbsp;SV Units) in accordance with the
rights of any such class of Interests (and, within each such class, to
each holder thereof in accordance with the terms and conditions of such
class); and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(5)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The balance, if any, to the Members holding the Common Units of each
class, pari passu, in accordance with the aggregate positive balances in
the Capital Accounts of the Members of each such class, after giving
effect to all contributions, distributions, and allocations for all
periods (and, within each such class of Common Units, among the Members
holding such Common Units in accordance with the positive balances in
their Capital Accounts).</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Managing Member shall not receive any additional compensation for any
services performed pursuant to this Article&nbsp;XIII.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;Deferred Liquidation. Notwithstanding the provisions of Section&nbsp;13.2.A
which require liquidation of the assets of the Company, but subject to the
order of priorities set forth therein, if prior to or upon dissolution of the


<P align="center" style="font-size: 10pt">41
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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">Company the Liquidator determines that an immediate sale of part or all of
the Company&#146;s assets would be impractical or would cause undue loss to the
Members, the Liquidator may, in its sole and absolute discretion, defer for a
reasonable time the liquidation of any assets except those necessary to satisfy
liabilities of the Company (including to those Members as creditors) or
distribute to the Members, in lieu of cash, as tenants in common and in
accordance with the provisions of Section&nbsp;13.2.A, undivided interests in such
Company assets as the Liquidator deems not suitable for liquidation. Any such
distributions in kind shall be made only if, in the good faith judgment of the
Liquidator, such distributions in kind are in the best interest of the Members,
and shall be subject to such conditions relating to the disposition and
management of such properties as the Liquidator deems reasonable and equitable
and to any agreements governing the operation of such properties at such time.
The Liquidator shall determine the fair market value of any property
distributed in kind using such reasonable method of valuation as it may adopt.



<P>
<TABLE width="100%" border="0" cellpadding="2" cellspacing="0" style="font-size: 10pt; background: transparent; color: #000000">
<TR>
    <TD width="1%"></TD>
    <TD width="99%"></TD>
</TR>
<TR valign="top">
    <TD nowrap>SECTION 13.3&nbsp;</TD>
    <TD>COMPLIANCE WITH TIMING REQUIREMENTS OF REGULATIONS; RESTORATION OF
DEFICIT CAPITAL ACCOUNTS</TD>
</TR>
</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;Timing of Distributions. If the Company is &#147;liquidated&#148; within the
meaning of Regulations Section&nbsp;1.704-1(b)(2)(ii)(g), distributions shall be
made under this Article&nbsp;XIII to the Managing Member and Non-Managing Members
who have positive Capital Accounts in compliance with Regulations Section
1.704-1(b)(2)(ii)(b)(2). In the discretion of the Managing Member, a pro rata
portion of the distributions that would otherwise be made to the Managing
Member and Non-Managing Members pursuant to this Article&nbsp;XIII may be: (A)
distributed to a trust established for the benefit of the Managing Member and
Non-Managing Members for the purposes of liquidating Company assets, collecting
amounts owed to the Company and paying any contingent or unforeseen liabilities
or obligations of the Company or of the Managing Member arising out of or in
connection with the Company (in which case the assets of any such trust shall
be distributed to the Managing Member and Non-Managing Members from time to
time, in the reasonable discretion of the Managing Member, in the same
proportions as the amount distributed to such trust by the Company would
otherwise have been distributed to the Managing Member and Non-Managing Members
pursuant to this Agreement); or (B)&nbsp;withheld to provide a reasonable reserve
for Company liabilities (contingent or otherwise) and to reflect the unrealized
portion of any installment obligations owed to the Company; provided that such
withheld amounts shall be distributed to the Managing Member and Non-Managing
Members as soon as practicable.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;Restoration of Deficit Capital Accounts Upon Liquidation of the
Company. If any Member has a deficit balance in its Capital Account (after
giving effect to all contributions, distributions and allocations for all
Fiscal Years, including the year during which such liquidation occurs), such
Member shall have no obligation to make any contribution to the capital of the
Company with respect to such deficit, and such deficit shall not be considered
a debt owed to the Company or to any other Person for any purpose whatsoever,
except as otherwise set forth in this Section&nbsp;13.3.B, or as otherwise expressly
agreed in writing by the affected Member and the Company after the date hereof.
Notwithstanding the foregoing, (i)&nbsp;if the Managing Member has a deficit
balance in its Capital Account (after giving effect to all contributions,
distributions, and allocations for all Fiscal Years of the Company or portions
thereof, including the year during which such liquidation occurs), the Managing
Member shall contribute to the capital of the Company the amount necessary to
restore such deficit balance to zero in compliance with Regulations Section
1.704-1(b)(2)(ii)(<I>b</I>)(<I>3</I>); (ii)&nbsp;if a DRO Member has a deficit balance in its
Capital Account (after giving effect to all contributions, distributions, and
allocations for all Fiscal Years of the Company or portions thereof, including
the year during which such liquidation occurs), such DRO Member shall be
obligated to make a contribution to the Company with respect to any such
deficit balance in such DRO Member&#146;s Capital Account upon a liquidation of the
Company in an amount equal to the lesser of such deficit balance or such DRO
Member&#146;s DRO Amount; and (iii)&nbsp;the first sentence of this Section&nbsp;13.3.B shall
not apply with respect to any other Member to the extent, but only to such
extent, that such Member previously has agreed in writing, with the consent of
the Managing Member, to undertake an express obligation to restore all or any
portion of a deficit that may exist in its Capital Account upon a liquidation
of the Company. No Member shall have any right to become a DRO Member, to
increase its DRO Amount, or otherwise agree to restore any portion of any
deficit that may exist in its Capital Account without the express written
consent of the Managing Member, in its sole and absolute discretion. Any
contribution required of a Member under this Section&nbsp;13.3.B shall be made on or
before the later of (i)&nbsp;the end of the Fiscal Year of the Company in which the
Interest is liquidated or (ii)&nbsp;the ninetieth (90<SUP>th</SUP>) day following the date of
such liquidation. The proceeds of any contribution to the Company made by a
DRO Member with respect to a deficit in such DRO


<P align="center" style="font-size: 10pt">42
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">Member&#146;s Capital Account balance shall be treated as a Capital
Contribution by such DRO Member and the proceeds thereof shall be treated as
assets of the Company to be applied as set forth in Section&nbsp;13.2.A.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.&nbsp;Restoration of Deficit Capital Accounts Upon a Liquidation of a
Member&#146;s Interest by Transfer. If a DRO Member&#146;s interest in the Company is
&#147;liquidated&#148; within the meaning of Regulations Section&nbsp;1.704-1(b)(2)(ii)(g)
(other than in connection with a liquidation of the Company) which term shall
include a redemption by the Company of such DRO Member&#146;s interest upon exercise
of the Redemption Right, and such DRO Member is designated on Exhibit&nbsp;G as a
Part&nbsp;II DRO Member, such DRO Member shall be required to contribute cash to the
Company equal to the lesser of (i)&nbsp;the amount required to increase its Capital
Account balance as of such date to zero, or (ii)&nbsp;such DRO Member&#146;s DRO Amount.
For this purpose, (i)&nbsp;the DRO Member&#146;s deficit Capital Account balance shall be
determined by taking into account all contributions, distributions, and
allocations for the portion of the Fiscal Year ending on the date of the
liquidation or redemption, and (ii)&nbsp;solely for purposes of determining such DRO
Member&#146;s Capital Account balance, the Managing Member shall redetermine the
Carrying Value of the Company&#146;s assets on such date based upon the principles
set forth in Sections&nbsp;1.D.(3) and (4)&nbsp;of Exhibit&nbsp;B hereto, and shall take into
account the DRO Member&#146;s allocable share of any Unrealized Gain or Unrealized
Loss resulting from such redetermination in determining the balance of its
Capital Account. The amount of any payment required hereunder shall be due and
payable within the time period specified in the second to last sentence of
Section&nbsp;13.3.B.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.&nbsp;Effect of the Death of a DRO Member. After the death of a DRO Member
who is an individual, the executor of the estate of such DRO Member may elect
to reduce (or eliminate) the DRO Amount of such DRO Member. Such elections may
be made by such executor by delivering to the Managing Member within two
hundred and seventy (270)&nbsp;days of the death of such Non-Managing Member, a
written notice setting forth the maximum deficit balance in its Capital Account
that such executor agrees to restore under this Section&nbsp;13.3, if any. If such
executor does not make a timely election pursuant to this Section&nbsp;13.3 (whether
or not the balance in the applicable Capital Account is negative at such time),
then the DRO Member&#146;s estate (and the beneficiaries thereof who receive
distributions of Interests therefrom) shall be deemed a DRO Member with a DRO
Amount in the same amount as the deceased DRO Member. Any DRO Member which
itself is a partnership for federal income tax purposes may likewise elect,
after the date of its partner&#146;s death to reduce (or eliminate) its DRO Amount
by delivering a similar notice to the Managing Member within the time period
specified above, and in the absence of any such notice the DRO Amount of such
DRO Member shall not be reduced to reflect the death of any of its partners.


<P align="left" style="font-size: 10pt">SECTION 13.4 RIGHTS OF NON-MANAGING MEMBERS



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Except as otherwise provided in this Agreement, each Non-Managing Member
shall look solely to the assets of the Company for the return of its Capital
Contributions and shall have no right or power to demand or receive property
other than cash from the Company. Except as otherwise expressly provided in
this Agreement, no Non-Managing Member shall have priority over any other
Non-Managing Member as to the return of its Capital Contributions,
distributions, or allocations.


<P align="left" style="font-size: 10pt">SECTION 13.5 NOTICE OF DISSOLUTION



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If a Liquidating Event occurs or an event occurs that would, but for
provisions of an election or objection by one or more Members pursuant to
Section&nbsp;14.1, result in a dissolution of the Company, the Managing Member
shall, within thirty (30)&nbsp;days thereafter, provide written notice thereof to
each of the Members and to all other parties with whom the Company regularly
conducts business (as determined in the discretion of the Managing Member).


<P align="left" style="font-size: 10pt">SECTION 13.6 CANCELLATION OF CERTIFICATE OF FORMATION



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon the completion of the liquidation of the Company cash and property as
provided in Section&nbsp;13.2, the Company shall be terminated and the Certificate
of Formation and all qualifications of the Company as a foreign limited
partnership in jurisdictions other than the State of Delaware shall be canceled
and such other actions as may be necessary to terminate the Company shall be
taken.


<P align="left" style="font-size: 10pt">SECTION 13.7 REASONABLE TIME FOR WINDING UP



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A reasonable time shall be allowed for the orderly winding up of the
business and affairs of the Company and


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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">the liquidation of its assets pursuant to Section&nbsp;13.2, to minimize any
losses otherwise attendant upon such winding-up, and the provisions of this
Agreement shall remain in effect among the Members during the period of
liquidation.



<P align="left" style="font-size: 10pt">SECTION 13.8 WAIVER OF PARTITION



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each Member hereby waives any right to partition of the Company property.


<P align="left" style="font-size: 10pt">SECTION 13.9 LIABILITY OF LIQUIDATOR



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Liquidator shall be indemnified and held harmless by the Company in
the same manner and to the same degree as an Indemnitee may be indemnified
pursuant to Section&nbsp;7.7.


<P align="center" style="font-size: 10pt">ARTICLE XIV<BR>
AMENDMENT OF AGREEMENT; MEETINGS



<P align="left" style="font-size: 10pt">SECTION 14.1 AMENDMENTS



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;General. Amendments to this Agreement may be proposed by the Managing
Member or by any Non-Managing Member holding Units representing twenty-five
percent (25%) or more of the Percentage Interest of the Common Units. Following
such proposal (except an amendment governed by Section&nbsp;14.1.B or Section
14.1.G), the Managing Member shall submit any proposed amendment to the
Non-Managing Members. The Managing Member shall seek the written Consent of the
Members as set forth in this Section&nbsp;14.1 on the proposed amendment or shall
call a meeting to vote thereon and to transact any other business that it may
deem appropriate. For purposes of obtaining a written Consent, the Managing
Member may require a response within a reasonable specified time, but not less
than fifteen (15)&nbsp;days, and failure to respond in such time period shall
constitute a vote in favor of the recommendation of the Managing Member. A
proposed amendment shall be adopted and be effective as an amendment hereto if
it is approved by the Managing Member and, except as provided in Section
14.1.B, 14.1.C or 14.1.D, it receives the Consent of the Members holding
Interests representing more than fifty percent (50%) of the Percentage Interest
of the Common Units.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;Amendments Not Requiring Non-Managing Member Approval. Notwithstanding
Section anything in this Section&nbsp;14.1 to the contrary, the Managing Member
shall have the power, without the consent of the Non-Managing Members, to amend
this Agreement as may be required to facilitate or implement any of the
following purposes:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;to add to the obligations of the Managing Member or surrender any
right or power granted to the Managing Member or any Affiliate of the Managing
Member for the benefit of the Non-Managing Members;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;to reflect the admission, substitution, termination or withdrawal of
Members in accordance with this Agreement (which may be effected through the
replacement of the Member Registry with an amended Member Registry);


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;to set forth the designations, rights, powers, duties and preferences
of the holders of any additional Interests issued pursuant to Article&nbsp;IV;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4)&nbsp;to reflect a change that does not adversely affect the Non-Managing
Members in any material respect, or to cure any ambiguity, correct or
supplement any provision in this Agreement not inconsistent with law or with
other provisions of this Agreement, or make other changes with respect to
matters arising under this Agreement that will not be inconsistent with law or
with the provisions of this Agreement; and


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(5)&nbsp;to satisfy any requirements, conditions, or guidelines contained in
any order, directive, opinion, ruling or regulation of a federal, state or
local agency or contained in federal, state or local law.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Managing Member shall notify the Non-Managing Members in writing when
any action under this Section&nbsp;14.1.B is taken in the next regular communication
to the Non-Managing Members or within 90&nbsp;days of the date thereof, whichever is
earlier.


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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.&nbsp;Amendments Requiring Member Approval (Excluding the Managing Member).
Notwithstanding Section&nbsp;14.1.A, except as set forth in Section&nbsp;14.1.G, without
the Consent of the Non-Managing Members, the Managing Member shall not amend
Section&nbsp;4.2.A, Section&nbsp;7.1.A (second sentence only), Section&nbsp;7.5, Section&nbsp;7.6,
Section&nbsp;7.8, Section&nbsp;7.11.B, Section&nbsp;11.2, Section&nbsp;13.1 (other than Section
13.1(ii) which can be amended only with a Consent of Members holding Units
representing ninety percent (90%) or more of the Percentage Interest of the
Common Units (including Units held by the Managing Member)), the last sentence
of Section&nbsp;11.4.A (provided that no such amendment shall in any event adversely
affect the rights of any lender who made a loan or who extended credit and
received in connection therewith a pledge of Units prior to the date such
amendment is adopted unless, and only to the extent such lender consents
thereto), this Section&nbsp;14.1.C or Section&nbsp;14.2.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.&nbsp;Other Amendments Requiring Certain Non-Managing Member Approval.
Notwithstanding anything in this Section&nbsp;14.1.A or Section&nbsp;14.1.C to the
contrary, except as set forth in Section&nbsp;14.1.G, this Agreement shall not be
amended with respect to any Member adversely affected without the Consent of
such Member adversely affected, or any Assignee who is a bona fide financial
institution that loans money or otherwise extends credit to a holder of Units,
adversely affected if such amendment would (i)&nbsp;modify the limited liability of
a Non-Managing Member, (ii)&nbsp;amend Section&nbsp;7.11.A, (iii)&nbsp;amend Article&nbsp;V or
Article&nbsp;VI (except as permitted pursuant to Sections&nbsp;4.2, 5.4, 6.2 and
14.1(B)(3)), (iv)&nbsp;amend Section&nbsp;8.6 or any defined terms set forth in Article&nbsp;I
that relate to the Redemption Right (except as permitted in Section&nbsp;8.6.E), or
(v)&nbsp;amend Sections&nbsp;11.3 or 11.5, or add any additional restrictions to Section
11.6.E or amend Section&nbsp;14.1.B(4) or this Section&nbsp;14.1.D.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;E.&nbsp;Amendment and Restatement of Member Registry Not an Amendment.
Notwithstanding anything in this Article&nbsp;XIV or elsewhere in this Agreement to
the contrary, any amendment and restatement of the Member Registry by the
Managing Member to reflect events or changes otherwise authorized or permitted
by this Agreement shall not be deemed an amendment of this Agreement and may be
done at any time and from time to time, as determined by the Managing Member
without the Consent of the Non-Managing Members and without any notice
requirement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;F.&nbsp;Amendments to Terms of Class&nbsp;F Convertible Units and Class&nbsp;SV Units.
Notwithstanding anything in this Article&nbsp;XIV or elsewhere in this Agreement to
the contrary, any amendment to the terms and conditions of the Class&nbsp;F
Convertible Units or Class&nbsp;SV Units may be made only with the consent of the
Members owning Units representing one-hundred percent (100%) of such class of
Units.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;G.&nbsp;Certain Additional Amendments Not Requiring Approval of Non-Managing
Members. Notwithstanding anything to the contrary in this Agreement, the
Managing Member may, in its sole and absolute discretion, designate or
redesignate classes of Common Units or Preferred Units as different classes or
series of Units and make such other amendments to this Agreement that the
Managing Member deems in its sole discretion to be prudent, appropriate,
necessary or advisable in order to minimize potentially adverse Canadian tax
consequences to the direct and indirect stockholders of the Managing Member
Entity and, with respect to periods beginning on or after January&nbsp;1, 2008,
redesignate all outstanding classes of Common Units as Class&nbsp;A Common Units and
make appropriate changes to this Agreement to reflect such redesignation,
provided however, that no such amendment shall adversely affect the rights of
any Non-Managing Member under Article&nbsp;V, Article&nbsp;VI, Section&nbsp;8.6, Section
14.1.A., Section&nbsp;14.1.C, Section&nbsp;14.1.D or Section&nbsp;14.2.


<P align="left" style="font-size: 10pt">SECTION 14.2 MEETINGS OF THE MEMBERS



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;General. Meetings of the Members may be called by the Managing Member
and shall be called upon the receipt by the Managing Member of a written
request by Non-Managing Members holding Interests representing twenty-five
percent (25%) or more of the Percentage Interest of the Common Units. The call
shall state the nature of the business to be transacted. Notice of any such
meeting shall be given to all Members not less than seven (7)&nbsp;days nor more
than thirty (30)&nbsp;days prior to the date of such meeting. Members may vote in
person or by proxy at such meeting. Whenever the vote or Consent of Members is
permitted or required under this Agreement, such vote or Consent may be given
at a meeting of Members or may be given in accordance with the procedure
prescribed in Section&nbsp;14.1.A. Except as otherwise expressly provided in this
Agreement, the Consent of holders of Interests representing a majority of the
Percentage Interests of the Common Units shall control.


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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;Actions Without a Meeting. Except as otherwise expressly provided by
this Agreement, any action required or permitted to be taken at a meeting of
the Members may be taken without a meeting if a written consent setting forth
the action so taken is signed by Members holding Interests representing more
than fifty percent (50%) (or such other percentage as is expressly required by
this Agreement) of the Percentage Interest of the Common Units. Such consent
may be in one instrument or in several instruments, and shall have the same
force and effect as a vote of Members. Such consent shall be filed with the
Managing Member. An action so taken shall be deemed to have been taken at a
meeting held on the date on which written consents from the Members holding the
required Percentage Interest of the Common Units have been filed with the
Managing Member.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.&nbsp;Proxy. Each Non-Managing Member may authorize any Person or Persons to
act for him by proxy on all matters in which a Non-Managing Member is entitled
to participate, including waiving notice of any meeting, or voting or
participating at a meeting. Every proxy must be signed by the Non-Managing
Member or its attorney-in-fact. No proxy shall be valid after the expiration of
eleven (11)&nbsp;months from the date thereof unless otherwise provided in the
proxy. Every proxy shall be revocable at the pleasure of the Non-Managing
Member executing it, such revocation to be effective upon the Company&#146;s receipt
of written notice thereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.&nbsp;Conduct of Meeting. Each meeting of Members shall be conducted by the
Managing Member or such other Person as the Managing Member may appoint
pursuant to such rules for the conduct of the meeting as the Managing Member or
such other Person deem appropriate.


<P align="center" style="font-size: 10pt">ARTICLE XV<BR>
GENERAL PROVISIONS



<P align="left" style="font-size: 10pt">SECTION 15.1 ADDRESSES AND NOTICE



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any notice, demand, request or report required or permitted to be given or
made to a Member or Assignee under this Agreement shall be in writing and shall
be deemed given or made when delivered in person or when sent by first class
United States mail or by other means of written communication to the Member or
Assignee at the address set forth in the Member Registry or such other address
as the Members shall notify the Managing Member in writing.


<P align="left" style="font-size: 10pt">SECTION 15.2 TITLES AND CAPTIONS



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All article or section titles or captions in this Agreement are for
convenience only. They shall not be deemed part of this Agreement and in no way
define, limit, extend or describe the scope or intent of any provisions hereof.
Except as specifically provided otherwise, references to &#147;Articles&#148; &#147;Sections&#148;
and &#147;Exhibits&#148; are to Articles, Sections and Exhibits of this Agreement.


<P align="left" style="font-size: 10pt">SECTION 15.3 PRONOUNS AND PLURALS



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Whenever the context may require, any pronoun used in this Agreement shall
include the corresponding masculine, feminine or neuter forms, and the singular
form of nouns, pronouns and verbs shall include the plural and vice versa.


<P align="left" style="font-size: 10pt">SECTION 15.4 FURTHER ACTION



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The parties shall execute and deliver all documents, provide all
information and take or refrain from taking action as may be necessary or
appropriate to achieve the purposes of this Agreement.


<P align="left" style="font-size: 10pt">SECTION 15.5 BINDING EFFECT



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their heirs, executors, administrators, successors, legal
representatives and permitted assigns.


<P align="center" style="font-size: 10pt">46
</DIV>

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<P align="left" style="font-size: 10pt">SECTION 15.6 CREDITORS



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Other than as expressly set forth herein with regard to any Indemnitee,
none of the provisions of this Agreement shall be for the benefit of, or shall
be enforceable by, any creditor of the Company.


<P align="left" style="font-size: 10pt">SECTION 15.7 WAIVER



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No failure by any party to insist upon the strict performance of any
covenant, duty, agreement or condition of this Agreement or to exercise any
right or remedy consequent upon a breach thereof shall constitute waiver of any
such breach or any other covenant, duty, agreement or condition.


<P align="left" style="font-size: 10pt">SECTION 15.8 COUNTERPARTS



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Agreement may be executed in counterparts, all of which together
shall constitute one agreement binding on all the parties hereto,
notwithstanding that all such parties are not signatories to the original or
the same counterpart. Each party shall become bound by this Agreement
immediately upon affixing its signature hereto.


<P align="left" style="font-size: 10pt">SECTION 15.9 APPLICABLE LAW



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of Delaware, without regard to the principles
of conflicts of law.


<P align="left" style="font-size: 10pt">SECTION 15.10 INVALIDITY OF PROVISIONS



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If any provision of this Agreement is or becomes invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not be affected thereby.


<P align="left" style="font-size: 10pt">SECTION 15.11 POWER OF ATTORNEY



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;General. Each Non-Managing Member and each Assignee who accepts Units
(or any rights, benefits or privileges associated therewith) is deemed to
irrevocably constitute and appoint the Managing Member, any Liquidator and
authorized officers and attorneys-in-fact of each, and each of those acting
singly, in each case with full power of substitution, as its true and lawful
agent and attorney-in-fact, with full power and authority in its name, place
and stead to:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>execute, swear to, acknowledge, deliver, file and record in the
appropriate public offices (a)&nbsp;all certificates, documents and other
instruments (including, without limitation, this Agreement and the
Certificate of Formation and all amendments or restatements thereof)
that the Managing Member or any Liquidator deems appropriate or
necessary to form, qualify or continue the existence or qualification of
the Company as a limited liability company in the State of Delaware and
in all other jurisdictions in which the Company may conduct business or
own property, (b)&nbsp;all instruments that the Managing Member or any
Liquidator deem appropriate or necessary to reflect any amendment,
change, modification or restatement of this Agreement in accordance with
its terms, (c)&nbsp;all conveyances and other instruments or documents that
the Managing Member or any Liquidator deems appropriate or necessary to
reflect the dissolution and liquidation of the Company pursuant to the
terms of this Agreement, including, without limitation, a certificate of
cancellation, (d)&nbsp;all instruments relating to the admission, withdrawal,
removal or substitution of any Member pursuant to, or other events
described in, Article&nbsp;XI, XII or XIII hereof or the Capital Contribution
of any Member and (e)&nbsp;all certificates, documents and other instruments
relating to the determination of the rights, preferences and privileges
of Interests; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>execute, swear to, acknowledge and file all ballots, consents,
approvals, waivers, certificates and other instruments appropriate or
necessary, in the sole and absolute discretion of the Managing Member or
any Liquidator, to make, evidence, give, confirm or ratify any vote,
consent, approval, agreement or other action which is made or given by
the Members hereunder or is consistent with the terms of this Agreement
or appropriate or necessary, in the sole and absolute discretion of the
Managing Member or any Liquidator, to effectuate the terms or intent of
this Agreement.
</TD>
</TR>
</TABLE>

<P align="center" style="font-size: 10pt">47
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<DIV style="font-family: 'Times New Roman',Times,serif">

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Nothing contained in this Section&nbsp;15.11 shall be construed as authorizing
the Managing Member or any Liquidator to amend this Agreement except in
accordance with Article&nbsp;XIV hereof or as may be otherwise expressly provided
for in this Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;Irrevocable Nature. The foregoing power of attorney is hereby declared
to be irrevocable and a power coupled with an interest, in recognition of the
fact that each of the Members will be relying upon the power of the Managing
Member or any Liquidator to act as contemplated by this Agreement in any filing
or other action by it on behalf of the Company, and it shall survive and not be
affected by the subsequent Incapacity of any Non-Managing Member or Assignee
and the transfer of all or any portion of such Non-Managing Member&#146;s or
Assignee&#146;s Units and shall extend to such Non-Managing Member&#146;s or Assignee&#146;s
heirs, successors, assigns and personal representatives. Each such Non-Managing
Member or Assignee hereby agrees to be bound by any representation made by the
Managing Member or any Liquidator, acting in good faith pursuant to such power
of attorney; and each such Non-Managing Member or Assignee hereby waives any
and all defenses which may be available to contest, negate or disaffirm the
action of the Managing Member or any Liquidator, taken in good faith under such
power of attorney. Each Non-Managing Member or Assignee shall execute and
deliver to the Managing Member or the Liquidator, within fifteen (15)&nbsp;days
after receipt of the Managing Member&#146;s or Liquidator&#146;s request therefor, such
further designation, powers of attorney and other instruments as the Managing
Member or the Liquidator, as the case may be, deems necessary to effectuate
this Agreement and the purposes of the Company.


<P align="left" style="font-size: 10pt">SECTION 15.12 ENTIRE AGREEMENT



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Agreement contains the entire understanding and agreement among the
Members with respect to the subject matter hereof and supersedes any prior
written oral understandings or agreements among them with respect thereto.


<P align="left" style="font-size: 10pt">SECTION 15.13 NO RIGHTS AS SHAREHOLDERS



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Nothing contained in this Agreement shall be construed as conferring upon
the holders of the Units any rights whatsoever as shareholders of the Managing
Member, including, without limitation, any right to receive dividends or other
distributions made to shareholders of the Managing Member or to vote or to
consent or receive notice as shareholders in respect to any meeting of
shareholders for the election of directors of the Managing Member or any other
matter.


<P align="left" style="font-size: 10pt">SECTION 15.14 LIMITATION TO PRESERVE REIT STATUS



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To the extent that any amount paid or credited to the Managing Member or
any of its officers, directors, employees or agents pursuant to Section&nbsp;7.4 or
Section&nbsp;7.7 would constitute gross income to the Managing Member for purposes
of Section&nbsp;856(c)(2) or 856(c)(3) of the Code (a &#147;Managing Member Payment&#148;)
then, notwithstanding any other provision of this Agreement, the amount of such
Managing Member Payment for any Fiscal Year shall not exceed the lesser of:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;an amount equal to the excess, if any, of (a)&nbsp;4% of the Managing
Member&#146;s total gross income (within the meaning of Section&nbsp;856(c)(3) of the
Code but not including the amount of any Managing Member Payments) for the
fiscal year which is described in subsections (A)&nbsp;though (H)&nbsp;of Section
856(c)(2) of the Code over (b)&nbsp;the amount of gross income (within the meaning
of Section&nbsp;856(c)(2) of the Code) derived by the Managing Member from sources
other than those described in subsections (A)&nbsp;through (H)&nbsp;of Section&nbsp;856(c)(2)
of the Code (but not including the amount of any Managing Member Payments); or


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) an amount equal to the excess, if any of (a)&nbsp;24% of the Managing
Member&#146;s total gross income (but not including the amount of any Managing
Member Payments) for the Fiscal Year which is described in subsections (A)
through (I)&nbsp;of Section&nbsp;856(c)(3) of the Code over (b)&nbsp;the amount of gross
income (within the meaning of Section&nbsp;856(c)(3) of the Code but not including
the amount of any Managing Member Payments) derived by the Managing Member from
sources other than those described in subsections (A)&nbsp;through (I)&nbsp;of Section
856(c)(3) of the Code; provided, however, that Managing Member Payments in
excess of the amounts set forth in subparagraphs (i)&nbsp;and (ii)&nbsp;above may be made
if the Managing Member, as a condition precedent, obtains an opinion of tax
counsel that the receipt of such excess amounts would not adversely affect the
Managing Member&#146;s ability to


<P align="center" style="font-size: 10pt">48
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">qualify as a REIT. To the extent Managing Member Payments may not be made
in a year due to the foregoing limitations, such Managing Member Payments shall
carry over and be treated as arising in the following year, provided, however,
that such amounts shall not carry over for more than five years, and if not
paid within such five year period, shall expire; provided further, that (i)&nbsp;as
Managing Member Payments are made, such payments shall be applied first to
carry over amounts outstanding, if any, and (ii)&nbsp;with respect to carry over
amounts for more than one Fiscal Year, such payments shall be applied to the
earliest Fiscal Year first.



<P align="center" style="font-size: 10pt">&#091;Remainder of page intentionally left blank&#093;



<P align="center" style="font-size: 10pt">49
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<DIV style="font-family: 'Times New Roman',Times,serif">




<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top">&nbsp;</TD>
    <TD colspan="3">MANAGING MEMBER:<BR><BR>TRIZEC PROPERTIES, INC.<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000">/s/ Ted R. Jadwin
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD valign="top">Name:&nbsp;&nbsp;</TD>
    <TD colspan="2">Ted R. Jadwin&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD valign="top">Title:&nbsp;&nbsp;</TD>
    <TD colspan="2">Senior Vice President, General
Counsel and Corporate Secretary&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
</TABLE>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top">&nbsp;</TD>
    <TD colspan="3">NON-MANAGING MEMBERS:<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2">Trizec Properties, Inc. as Attorney-in-Fact for the Non-Managing
Members&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
</TABLE>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top">&nbsp;</TD>
    <TD colspan="3">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000">                          /s/ Ted R. Jadwin
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD valign="top">Name:&nbsp;&nbsp;</TD>
    <TD colspan="2">Ted R. Jadwin&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD valign="top">Title:&nbsp;&nbsp;</TD>
    <TD colspan="2">Senior Vice President, General
Counsel and Corporate Secretary&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
</TABLE>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top">&nbsp;</TD>
    <TD colspan="3">For purposes of Section&nbsp;8.6 hereof:<BR><BR>TRIZEC PROPERTIES, INC.<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000">/s/ Ted R. Jadwin
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD valign="top">Name:&nbsp;&nbsp;</TD>
    <TD colspan="2">Ted R. Jadwin&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD valign="top">Title:&nbsp;&nbsp;</TD>
    <TD colspan="2">Senior Vice President, General
Counsel and Corporate Secretary&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
</TABLE>


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt">EXHIBIT A



<P align="center" style="font-size: 10pt">FORM OF MEMBER REGISTRY



<P align="center" style="font-size: 10pt">A-1
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">




<P align="center" style="font-size: 10pt">EXHIBIT B



<P align="center" style="font-size: 10pt">CAPITAL ACCOUNT MAINTENANCE



<P align="left" style="font-size: 10pt">1. Capital Accounts of the Members




<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;The Company shall maintain for each Member a separate Capital Account
in accordance with the rules of Regulations Section 1.704-1(b)(2)(iv). Such
Capital Account shall be increased by (i)&nbsp;the amount of all Capital
Contributions and any other deemed contributions made by such Member to the
Company pursuant to this Agreement and (ii)&nbsp;all items of Company income and
gain (including income and gain exempt from tax) computed in accordance with
Section&nbsp;1.B hereof and allocated to such Member pursuant to Section&nbsp;6.1 of the
Agreement and Exhibit&nbsp;C thereof, and decreased by (x)&nbsp;the amount of cash or
Agreed Value of all actual and deemed distributions of cash or property made to
such Member pursuant to this Agreement and (y)&nbsp;all items of Company deduction
and loss computed in accordance with Section&nbsp;1.B hereof and allocated to such
Member pursuant to Section&nbsp;6.1 of the Agreement and Exhibit&nbsp;C thereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;For purposes of computing the amount of any item of income, gain,
deduction or loss to be reflected in the Members&#146; Capital Accounts, unless
otherwise specified in this Agreement, the determination, recognition and
classification of any such item shall be the same as its determination,
recognition and classification for federal income tax purposes determined in
accordance with Section 703(a) of the Code (for this purpose all items of
income, gain, loss or deduction required to be stated separately pursuant to
Section&nbsp;703(a)(1) of the Code shall be included in taxable income or loss),
with the following adjustments:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Except as otherwise provided in Regulations Section
1.704-1(b)(2)(iv)(m), the computation of all items of income, gain, loss
and deduction shall be made without regard to any election under Section
754 of the Code which may be made by the Company, provided that the
amounts of any adjustments to the adjusted bases of the assets of the
Company made pursuant to Section&nbsp;734 of the Code as a result of the
distribution of property by the Company to a Member (to the extent that
such adjustments have not previously been reflected in the Members&#146;
Capital Accounts) shall be reflected in the Capital Accounts of the
Members in the manner and subject to the limitations prescribed in
Regulations Section 1.704-1(b)(2)(iv)(m)(4).</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The computation of all items of income, gain, and deduction shall be
made without regard to the fact that items described in Sections
705(a)(l)(B) or 705(a)(2)(B) of the Code are not includible in gross
income or are neither currently deductible nor capitalized for federal
income tax purposes.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Any income, gain or loss attributable to the taxable disposition of
any Company property shall be determined as if the adjusted basis of
such property as of such date of disposition were equal in amount to the
Company&#146;s Carrying Value with respect to such property as of such date.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(4)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>In lieu of the depreciation, amortization, and other cost recovery
deductions taken into account in computing such taxable income or loss,
there shall be taken into account Depreciation for such fiscal year.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(5)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>In the event the Carrying Value of any Company asset is adjusted
pursuant to Section&nbsp;1.D hereof, the amount of any such adjustment shall
be taken into account as gain or loss from the disposition of such
asset.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(6)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Any items specially allocated under Section&nbsp;2 of Exhibit&nbsp;C to the
Agreement hereof shall not be taken into account.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.&nbsp;A transferee (including any Assignee) of a Unit shall succeed to a
pro rata portion of the Capital Account of the transferor.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="0%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="0%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="96%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top" align="right"><DIV style="margin-left:0px; text-indent:-0px">D.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">(1</TD>
    <TD nowrap valign="top">)</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consistent with the provisions of Regulations Section
1.704-1(b)(2)(iv)(f), and as provided in Section&nbsp;1.D(2), the Carrying
Values of all Company assets shall be adjusted upward or downward to
reflect any Unrealized Gain or Unrealized Loss attributable to such
Company property, as of the times of the</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">B-1
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="0%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="0%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="96%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">adjustments provided in Section&nbsp;1.D(2) hereof, as if such Unrealized
Gain or Unrealized Loss had been recognized on an actual sale of each
such property and allocated pursuant to Section&nbsp;6.1 of the Agreement.</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Such adjustments shall be made as of the following times: (a)
immediately prior to the acquisition of an additional interest in the
Company by any new or existing Member in exchange for more than a de
minimis Capital Contribution; (b)&nbsp;immediately prior to the distribution
by the Company to a Member of more than a de minimis amount of property
as consideration for an interest in the Company; and (c)&nbsp;immediately
prior to the liquidation of the Company within the meaning of
Regulations Section&nbsp;1.704-1(b)(2)(ii)(g), provided, however, that
adjustments pursuant to clauses (a)&nbsp;and (b)&nbsp;above shall be made only if
the Managing Member determines that such adjustments are necessary or
appropriate to reflect the relative economic interests of the Members of
the Company.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>In accordance with Regulations Section&nbsp;1.704- l(b)(2)(iv)(e), the
Carrying Value of Company assets distributed in kind shall be adjusted
upward or downward to reflect any Unrealized Gain or Unrealized Loss
attributable to such Company property, as of the time any such asset is
distributed.</TD>
</TR>

</TABLE>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(4)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>In determining Unrealized Gain or Unrealized Loss for purposes of
this Exhibit&nbsp;B, the aggregate cash amount and fair market value of all
Company assets (including cash or cash equivalents) shall be determined
by the Managing Member using such reasonable method of valuation as it
may adopt, or in the case of a liquidating distribution pursuant to
Article&nbsp;XIII of the Agreement, shall be determined and allocated by the
Liquidator using such reasonable methods of valuation as it may adopt.
The Managing Member, or the Liquidator, as the case may be, shall
allocate such aggregate fair market value among the assets of the
Company in such manner as it determines in its sole and absolute
discretion to arrive at a fair market value for individual properties.</TD>
</TR>

</TABLE>




<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;E.&nbsp;The provisions of the Agreement (including this Exhibit&nbsp;B and the
other Exhibits to the Agreement) relating to the maintenance of Capital
Accounts are intended to comply with Regulations Section&nbsp;1.704-1(b), and shall
be interpreted and applied in a manner consistent with such Regulations. In the
event the Managing Member shall determine that it is prudent to modify the
manner in which the Capital Accounts, or any debits or credits thereto
(including, without limitation, debits or credits relating to liabilities which
are secured by contributed or distributed property or which are assumed by the
Company, the Managing Member, or the Non-Managing Members) are computed in
order to comply with such Regulations, the Managing Member may make such
modification without regard to Article&nbsp;XIV of the Agreement, provided that it
is not likely to have a material effect on the amounts distributable to any
Person pursuant to Article&nbsp;XIII of the Agreement upon the dissolution of the
Company. The Managing Member also shall (i)&nbsp;make any adjustments that are
necessary or appropriate to maintain equality between the Capital Accounts of
the Members and the amount of Company capital reflected on the Company&#146;s
balance sheet, as computed for book purposes, in accordance with Regulations
Section 1.704-1(b)(2)(iv)(q), and (ii)&nbsp;make any appropriate modifications in
the event unanticipated events might otherwise cause this Agreement not to
comply with Regulations Section 1.704-1(b).


<P align="left" style="font-size: 10pt">2. No Interest



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No interest shall be paid by the Company on Capital Contributions or on
balances in Members&#146; Capital Accounts.


<P align="left" style="font-size: 10pt">3. No Withdrawal



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No Member shall be entitled to withdraw any part of its Capital
Contribution or Capital Account or to receive any distribution from the
Company, except as provided in Articles IV, V, VII and XIII of the Agreement.


<P align="center" style="font-size: 10pt">B-2
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt">EXHIBIT C



<P align="center" style="font-size: 10pt">SPECIAL ALLOCATION RULES



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;Special Allocation Rules.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding any other provision of the Agreement or this Exhibit&nbsp;C,
the following special allocations shall be made in the following order:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;Minimum Gain Chargeback. Notwithstanding the provisions of Section
6.1 of the Agreement or any other provisions of this Exhibit&nbsp;C, if there is a
net decrease in Partnership Minimum Gain during any Fiscal Year, each Member
shall be specially allocated items of Company income and gain for such year
(and, if necessary, subsequent years) in an amount equal to such Member&#146;s share
of the net decrease in Partnership Minimum Gain, as determined under
Regulations Section&nbsp;1.704-2(g). Allocations pursuant to the previous sentence
shall be made in proportion to the respective amounts required to be allocated
to each Member pursuant thereto. The items to be so allocated shall be
determined in accordance with Regulations Section&nbsp;1.704-2(f)(6). This Section
1.A is intended to comply with the minimum gain chargeback requirements in
Regulations Section&nbsp;1.704-2(f) and for purposes of this Section&nbsp;1.A only, each
Member&#146;s Adjusted Capital Account Deficit shall be determined prior to any
other allocations pursuant to Section&nbsp;6.1 of this Agreement with respect to
such Fiscal Year and without regard to any decrease in Partner Minimum Gain
during such Fiscal Year.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;Partner Minimum Gain Chargeback. Notwithstanding any other provision
of Section&nbsp;6.1 of this Agreement or any other provisions of this Exhibit&nbsp;C
(except Section&nbsp;1.A hereof), if there is a net decrease in Partner Minimum Gain
attributable to a Partner Nonrecourse Debt during any Fiscal Year, each Member
who has a share of the Partner Minimum Gain attributable to such Partner
Nonrecourse Debt, determined in accordance with Regulations Section
1.704-2(i)(5), shall be specially allocated items of Company income and gain
for such year (and, if necessary, subsequent years) in an amount equal to such
Member&#146;s share of the net decrease in Partner Minimum Gain attributable to such
Partner Nonrecourse Debt, determined in accordance with Regulations Section
1.704-2(i)(5). Allocations pursuant to the previous sentence shall be made in
proportion to the respective amounts required to be allocated to each Member
pursuant thereto. The items to be so allocated shall be determined in
accordance with Regulations Section&nbsp;1.704-2(i)(4). This Section&nbsp;1.B is intended
to comply with the minimum gain chargeback requirement in such Section of the
Regulations and shall be interpreted consistently therewith. Solely for
purposes of this Section&nbsp;1.B, each Member&#146;s Adjusted Capital Account Deficit
shall be determined prior to any other allocations pursuant to Section&nbsp;6.1 of
the Agreement or this Exhibit with respect to such Fiscal Year, other than
allocations pursuant to Section&nbsp;1.A hereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.&nbsp;Qualified Income Offset. In the event any Member unexpectedly
receives any adjustments, allocations or distributions described in Regulations
Sections&nbsp;1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or
1.704-1(b)(2)(ii)(d)(6), and after giving effect to the allocations required
under Sections&nbsp;1.A and 1.B hereof with respect to such Fiscal Year, such Member
has an Adjusted Capital Account Deficit, items of Company income and gain
(consisting of a pro rata portion of each item of Company income, including
gross income and gain for the Fiscal Year) shall be specifically allocated to
such Member in an amount and manner sufficient to eliminate, to the extent
required by the Regulations, its Adjusted Capital Account Deficit created by
such adjustments, allocations or distributions as quickly as possible. This
Section&nbsp;1.C is intended to constitute a &#147;qualified income offset&#148; under
Regulations Section&nbsp;1.704-1(b)(2)(ii)(d) and shall be interpreted consistently
therewith.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.&nbsp;Gross Income Allocation. In the event that any Member has an Adjusted
Capital Account Deficit at the end of any Fiscal Year (after taking into
account allocations to be made under the preceding paragraphs hereof with
respect to such Fiscal Year), each such Member shall be specially allocated
items of Company income and gain (consisting of a pro rata portion of each item
of Company income, including gross income and gain for the Fiscal Year) in an
amount and manner sufficient to eliminate, to the extent required by the
Regulations, its Adjusted Capital Account Deficit.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;E.&nbsp;Nonrecourse Deductions. Except as may otherwise be expressly provided
by the Managing Member pursuant to Section&nbsp;4.2 with respect to other class of
Units, Nonrecourse Deductions for any Fiscal Year shall be


<P align="center" style="font-size: 10pt">C-1
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">allocated only to the Members who are allocated Nonrecourse Liabilities of
the Company as provided under Section&nbsp;6.1.C of this Agreement, in the same
proportions as the Nonrecourse Liabilities of the Company are allocated. If
the Managing Member determines in its good faith discretion that the
Partnership&#146;s Nonrecourse Deductions must be allocated in a different ratio to
satisfy the safe harbor requirements of the Regulations promulgated under
Section 704(b) of the Code, the Managing Member is authorized, upon notice to
the Non-Managing Members, to revise the prescribed ratio for such Fiscal Year
to the numerically closest ratio which would satisfy such requirements.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;F.&nbsp;Partner Nonrecourse Deductions. Any Partner Nonrecourse Deductions
for any Fiscal Year shall be specially allocated to the Member who bears the
economic risk of loss with respect to the Partner Nonrecourse Debt to which
such Partner Nonrecourse Deductions are attributable in accordance with
Regulations Sections&nbsp;1.704-2(b)(4) and 1.704-2(i).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;G.&nbsp;Code Section&nbsp;754 Adjustments. To the extent an adjustment to the
adjusted tax basis of any Company asset pursuant to Section 734(b) or 743(b) of
the Code is required, pursuant to Regulations Section&nbsp;1.704-1(b)(2)(iv)(m), to
be taken into account in determining Capital Accounts, the amount of such
adjustment to the Capital Accounts shall be treated as an item of gain (if the
adjustment increases the basis of the asset) or loss (if the adjustment
decreases such basis), and such item of gain or loss shall be specially
allocated to the Members in a manner consistent with the manner in which their
Capital Accounts are required to be adjusted pursuant to such Section of the
Regulations.


<P align="left" style="font-size: 10pt">2. Allocations for Tax Purposes



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;Except as otherwise provided in this Section&nbsp;2, for federal income
tax purposes, each item of income, gain, loss and deduction shall be allocated
among the Members in the same manner as its correlative item of &#147;book&#148; income,
gain, loss or deduction is allocated pursuant to Section&nbsp;6.1 of the Agreement
and Section&nbsp;1 of this Exhibit&nbsp;C.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;In an attempt to eliminate Book-Tax Disparities attributable to a
Contributed Property or Adjusted Property, items of income, gain, loss, and
deduction shall be allocated for federal income tax purposes among the Members
as follows:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>(a)&nbsp;In the case of a Contributed Property, such items attributable
thereto shall be allocated among the Members consistent with the
principles of Section 704(c) of the Code to take into account the
variation between the Section 704(c) Value of such property and its
adjusted basis at the time of contribution (taking into account Section
2.C of this Exhibit&nbsp;C); and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>(b) any item of Residual Gain or Residual Loss attributable to a
Contributed Property shall be allocated among the Members in the same
manner as its correlative item of &#147;book&#148; gain or loss is allocated
pursuant to Section&nbsp;6.1 of the Agreement and Section&nbsp;1 of this Exhibit&nbsp;C.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>(a)&nbsp;In the case of an Adjusted Property, such items shall</TD>
</TR>

</TABLE>



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) first, be allocated among the Members in a manner consistent with
the principles of Section 704(c) of the Code to take into account the
Unrealized Gain or Unrealized Loss attributable to such property and the
allocations thereof pursuant to Exhibit&nbsp;B;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) second, in the event such property was originally a Contributed
Property, be allocated among the Members in a manner consistent with Section
2.B(1) of this Exhibit&nbsp;C; and



<P align="left" style="margin-left:6%; font-size: 10pt">(b)&nbsp;any item of Residual Gain or Residual Loss attributable to an Adjusted
Property shall be allocated among the Members in the same manner its
correlative item of &#147;book&#148; gain or loss is allocated pursuant to Section
6.1 of the Agreement and Section&nbsp;1 of this Exhibit&nbsp;C.



<P align="left" style="margin-left:3%; font-size: 10pt">(3)&nbsp;all other items of income, gain, loss and deduction shall be allocated
among the Members the same manner as their correlative item of &#147;book&#148; gain or
loss is allocated pursuant to Section&nbsp;6.1 of the Agreement and Section&nbsp;1 of
this Exhibit&nbsp;C.


<P align="center" style="font-size: 10pt">C-2
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.&nbsp;To the extent Regulations promulgated pursuant to Section 704(c) of
the Code permit a partnership to utilize alternative methods to eliminate the
disparities between the Carrying Value of property and its adjusted basis, the
Managing Member shall, subject to any agreements between the Company and a
Member, have the authority to elect the method to be used by the Company and
such election shall be binding on all Members.


<P align="center" style="font-size: 10pt">C-3
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt">EXHIBIT D



<P align="center" style="font-size: 10pt">NOTICE OF REDEMPTION



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
undersigned hereby irrevocably (i)&nbsp;redeems &nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Units in Trizec
Holdings Operating LLC in accordance with the terms of the Limited Liability
Company Agreement of Trizec Holdings Operating LLC, as amended, and the
Redemption Right referred to therein, (ii)&nbsp;surrenders such Units and all right,
title and interest therein and (iii)&nbsp;directs that the Cash Amount or Shares
Amount (as determined by the Managing Member) deliverable upon exercise of the
Redemption Right be delivered to the address specified below, and if Shares are
to be delivered, such Shares be registered or placed in the name(s) and at the
address(es) specified below. The undersigned hereby represents, warrants, and
certifies that the undersigned (a)&nbsp;has marketable and unencumbered title to
such Units, free and clear of the rights of or interests of any other person or
entity, (b)&nbsp;has the full right, power and authority to redeem and surrender
such Units as provided herein and (c)&nbsp;has obtained the consent or approval of
all persons or entities, if any, having the right to consult or approve such
redemption and surrender.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="16%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">

<TD valign="top" nowrap><DIV style="margin-left:0px; text-indent:-0px">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Dated:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR size="1" noshade>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" colspan="5">Name of Member:</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" colspan="5"><HR size="1" noshade></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" colspan="5"><HR size="1" noshade></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" colspan="5">(Signature of Member)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" colspan="5"><HR size="1" noshade></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" colspan="5">(Street Address)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" colspan="5"><HR size="1" noshade></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(City)
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(State)
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(Zip Code)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" nowrap colspan="2" valign="top">Signature Guaranteed by:
</TD>
    <TD align="left" valign="top" colspan="3"><HR size="1" noshade></TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="left" style="font-size: 10pt">IF SHARES ARE TO BE ISSUED, ISSUE TO:


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="46%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="45%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top" nowrap><DIV style="margin-left:0px; text-indent:-0px">Name:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR size="1" noshade>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="46%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="45%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top" nowrap><DIV style="margin-left:0px; text-indent:-0px">Social Security or tax identifying number:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR size="1" noshade>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">D-1
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="center" style="font-size: 10pt">EXHIBIT E



<P align="center" style="font-size: 10pt">SECTION 1445(e) FIRPTA CERTIFICATE



<P align="center" style="font-size: 10pt">(Used by Individuals)


<P align="left" style="font-size: 10pt">Under section 1445(e) of the Internal Revenue Code of 1986, as amended, a
limited liability company treated as a partnership for federal income tax
purposes must withhold tax with respect to certain transfer of property if a
holder of an interest in the entity is a foreign person. To inform Trizec
Holdings Operating LLC (the &#147;Company&#148;), that no withholding is required with
respect to my interest in it, I, <B>&#091;name of the member&#093;</B>, hereby certify the
following:



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">1.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>I am not a nonresident alien for purposes of U.S. federal income taxation;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">2.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>My U.S. taxpayer identification number is <U>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;</U><U>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;</U>; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">3.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>My home address is: <U>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;</U><U>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;</U><U>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;</U><U>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;</U><BR><U>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;</U><U>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;</U><U>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;</U><U>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;</U><U>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;</U> .</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;I agree to inform the Company promptly if I become a nonresident alien at
any time during the three-year period immediately following the date of this
notice.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;I understand that this certification may be disclosed to the Internal
Revenue Service by the Company, and that any false statement contained herein
could be punished by fine, imprisonment, or both.

<P align="left" style="font-size: 10pt">Under the penalties of perjury, I declare that I have examined this
certification and to the best of my knowledge and belief it is true, correct,
and complete.


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="45%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left"><HR size="1" noshade></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Name:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR size="1" noshade></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Date:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR size="1" noshade></TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">E-1
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt">EXHIBIT E



<P align="center" style="font-size: 10pt">SECTION 1445(e) FIRPTA CERTIFICATE



<P align="center" style="font-size: 10pt">(Used by Entities)


<P align="left" style="font-size: 10pt">Under section 1445(e) of the Internal Revenue Code of 1986, as amended, a
limited liability company treated as a partnership for federal income tax
purposes must withhold tax with respect to certain transfer of property if a
holder of an interest in the entity is a foreign person. To inform Trizec
Operating Holdings LLC (the &#147;Company&#148;), that no withholding is required with
respect to <B>&#091;name of the member&#093;</B>&#145;s (the &#147;Member&#146;s&#148;) interest in it, the
undersigned hereby certifies the following on behalf of the Member (the
&#147;Member&#148;):



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">1.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Member is not a foreign corporation, foreign partnership, foreign trust,
or foreign estate for purposes of U.S. federal income taxation;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">2.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Member&#146;s U.S. employer identification number is <U>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;</U><U>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;</U>;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">3.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Member&#146;s office address is:
<U>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;</U><U>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;</U><U>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;</U><U>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;</U><U>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;</U><U>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;</U><U>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;</U><U>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;</U>
and place of incorporation (if applicable) is: <U>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;</U><U>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;</U><U>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;</U><U>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;</U></TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">The Member agrees to inform the Company if it becomes a foreign person at any
time during the three-year period immediately following the date of this
notice.


<P align="left" style="font-size: 10pt">The Member understands that this certification may be disclosed to the Internal
Revenue Service by the Company and that any false statement contained herein
could be punished by fine, imprisonment or both.
Under the penalties of perjury, I declare that I have examined this
certification and to the best of my knowledge and belief it is true, correct,
and complete, and I further declare that I have authority to sign this document
on behalf of the Member.


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="45%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left"><HR size="1" noshade></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Name:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR size="1" noshade></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Date:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR size="1" noshade></TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">E-2
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt">EXHIBIT F



<P align="center" style="font-size: 10pt">SECTION 1445(a) FIRPTA CERTIFICATE



<P align="center" style="font-size: 10pt">(Used by Individuals)


<P align="left" style="font-size: 10pt">Section&nbsp;1445 of the Internal Revenue Code of 1986, as amended, provides that a
transferee (including a limited liability company treated as a partnership for
U.S. federal income tax purposes that redeems its member&#146;s membership interest)
of a U.S. real property interest must withhold tax if the transferor
(including a redeeming member) is a foreign person. A unit of interest in
Trizec Operating Holdings LLC (the &#147;Company&#148;) is a U.S. real property interest
for this purpose. To inform the Company, that withholding of tax is not
required upon the redemption of &nbsp;&nbsp;&nbsp;Units I own, I,&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>, </I>hereby
certify the following:



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">1.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>I am not a nonresident alien for purposes of U.S. federal income taxation;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">2.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>My U.S. taxpayer identifying number (Social Security number) is
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">3.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>My home address is: &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;.</TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">I understand that this certification may be disclosed to the Internal Revenue
Service by the transferee and that any false statement I have made here could
be punished by fine, imprisonment, or both.


<P align="left" style="font-size: 10pt">Under penalties of perjury I declare that I have examined this certification
and to the best of my knowledge and belief it is true, correct, and complete.


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="46%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="45%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top" nowrap><DIV style="margin-left:0px; text-indent:-0px">Signature:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR size="1" noshade>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="46%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="45%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Date:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR size="1" noshade>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">F-1
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="center" style="font-size: 10pt">EXHIBIT F



<P align="center" style="font-size: 10pt">SECTION 1445(a) FIRPTA CERTIFICATE



<P align="center" style="font-size: 10pt">(Used by Entities)


<P align="left" style="font-size: 10pt">Section&nbsp;1445 of the Internal Revenue Code provides that a transferee (including
a limited liability company treated as a partnership for U.S. federal income
tax purposes that redeems its member&#146;s membership interest) of a U.S. real
property interest must withhold tax if the transferor (including a redeeming
member) is a foreign person. A unit of interest in Trizec Operating Holdings
LLC (the &#147;Company&#148;) is a U.S. real property interest for this purpose. For
U.S. federal income tax purposes (including section 1445 of the Internal
Revenue Code), the owner of a disregarded entity will be the transferor of the
Units in the Company and not the disregarded entity.


<P align="left" style="font-size: 10pt">To inform the Company that withholding of tax is not required upon the
redemption of the &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;of Units it owns, the undersigned hereby certifies
the following on behalf of <B>&#091;Name of the Transferor&#093;</B>:


<P align="left" style="font-size: 10pt">1. <B>&#091;Name of transferor&#093; </B>is not a foreign corporation, foreign partnership,
foreign trust, or foreign estate (as those terms are defined in the Internal
Revenue Code and Income Tax Regulations);


<P align="left" style="font-size: 10pt">2. <B>&#091;Name of transferor&#093; </B>is not a disregarded entity as defined in
&#167;1.1445-2(b)(2)(iii);


<P align="left" style="font-size: 10pt">3. <B>&#091;Name of transferor&#093;</B>&#145;s U.S. employer identification number is &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;; and


<P align="left" style="font-size: 10pt">4. <B>&#091;Name of transferor&#093;</B>&#145;s office address is &nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;.


<P align="left" style="font-size: 10pt"><B>&#091;Name of transferor&#093; </B>understands that this certification may be disclosed to
the Internal Revenue Service by transferee and that any false statement
contained herein could be punished by fine, imprisonment, or both.


<P align="left" style="font-size: 10pt">Under penalties of perjury I declare that I have examined this certification
and to the best of my knowledge and belief it is true, correct, and complete,
and I further declare that I have authority to sign this document on behalf of
<B>&#091;name of transferor&#093;</B>.


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="46%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="45%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top" nowrap><DIV style="margin-left:0px; text-indent:-0px">Signature(s):
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR size="1" noshade>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="46%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="45%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top" nowrap><DIV style="margin-left:0px; text-indent:-0px">Title(s):
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR size="1" noshade>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="46%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="45%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Date:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR size="1" noshade>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>




<P align="center" style="font-size: 10pt">F-2
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">




<P align="center" style="font-size: 10pt">EXHIBIT G



<P align="center" style="font-size: 10pt">DRO MEMBERS AND DRO AMOUNTS



<P align="center" style="font-size: 10pt">G-1
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">




<P align="center" style="font-size: 10pt">ATTACHMENT A



<P align="center" style="font-size: 10pt">(CLASS F CONVERTIBLE UNITS)



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In accordance with Sections&nbsp;4.2 and 5.1 of the Agreement, set forth below
are the terms and conditions of the Class&nbsp;F Convertible Units hereby
established that are issued by the Company to the Managing Member. These terms
and conditions are subject to provisions of the Agreement. All capitalized
terms used in this Attachment A and not otherwise defined shall have the
meanings assigned in the Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;Designation and Number. A class of Units, designated as Class&nbsp;F
Convertible Units is hereby established. The number of Class&nbsp;F Convertible
Units shall be 100,000. Each Class&nbsp;F Convertible Unit shall be evidenced by a
certificate of Company Interest. Each such certificate shall bear the same
certificate number as the corresponding share of the class F stock, as defined
in the Certificate of Incorporation (the &#147;Class&nbsp;F Stock&#148;), bears. This
certification requirement shall be deemed satisfied to the extent that the
Company establishes and maintains a register with respect to the ownership and
certificate number of each Class&nbsp;F Convertible Unit outstanding.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;Rank. The Class&nbsp;F Convertible Units shall, with respect to
distribution rights and rights upon voluntary or involuntary liquidation,
dissolution or winding up of the Company, rank (a)&nbsp;senior to the Common Units
and Class&nbsp;SV Units, (b)&nbsp;on parity with all other Units issued by the Company
the terms of which specifically provide that such Units rank on a parity with
the Class&nbsp;F Convertible Units, and (c)&nbsp;junior to all Units issued by the
Company the terms of which specifically provide that such Units rank senior to
the Class&nbsp;F Convertible Units.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.&nbsp;Distributions.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;Pursuant to Section&nbsp;5.1 of the Agreement, the holders of Class&nbsp;F
Convertible Units shall be entitled to receive, out of Available Cash,
cumulative preferential distributions of Available Cash at the rate of $0.05
per Class&nbsp;F Convertible Unit per annum. Such distributions shall accrue and be
cumulative from and including the date of original issuance of the Class&nbsp;F
Convertible Units and shall be payable as provided in the Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;Notwithstanding Section&nbsp;C.(i) of this Attachment A, distributions
with respect to the Class&nbsp;F Convertible Units will accumulate whether or not
the terms and provisions of this Agreement at any time prohibit the current
payment of distributions, whether or not there is sufficient Available Cash for
such distributions and whether or not such distributions are authorized.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;When distributions are not paid in full (or a sum sufficient for
such full payment is not so set apart) upon the Class&nbsp;F Convertible Units and
any other Units ranking on a parity as to distributions with the Class&nbsp;F
Convertible Units, all distributions authorized upon the Class&nbsp;F Convertible
Units and any other Units ranking on a parity as to distributions with the
Class&nbsp;F Convertible Units shall be authorized pro-rata so that the amount of
distributions authorized per Unit of the Class&nbsp;F Convertible Units and such
other Units shall in all cases bear to each other the same ratio that
accumulated distributions per Unit on the Class&nbsp;F Convertible Units and such
other Units (which shall not include any accumulation in respect of unpaid
distributions for prior distribution periods if such other Units do not have a
cumulative distribution) bear to each other. No interest, or sum of money in
lieu of interest, shall be payable in respect of any distribution payment or
payments on Class&nbsp;F Convertible Units which may be in arrears.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;Except as provided in Section&nbsp;C.(iii) of this Attachment A, unless
full cumulative distributions on the Class&nbsp;F Convertible Units have been or
contemporaneously are authorized and paid or authorized and a sum sufficient
for the payment thereof is set apart for payment for all past distribution
periods and the then current distribution period, no distributions (other than
in Units ranking junior to the Class&nbsp;F Convertible Units as to distributions
and upon liquidation) shall be authorized or paid or set aside for payment nor
shall any other distribution be authorized or made upon Units ranking junior to
or on a parity with the Class&nbsp;F Convertible Units as to distributions or upon
liquidation, nor shall any Units ranking junior to or on a parity with the
Class&nbsp;F Convertible Units as to distributions or upon liquidation be redeemed,
purchased or otherwise acquired for any consideration (or any moneys be paid to
or made available for a sinking fund for the redemption of any such Units) by
the Company (except by conversion into or exchange for Units ranking junior to
the Class&nbsp;F Convertible Units as to distributions and upon liquidation).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp;Holders of the Class&nbsp;F Convertible Units shall not be entitled to any
distribution, whether payable in cash, property or Units in excess of full
cumulative distributions on the Class&nbsp;F Convertible Units as described above.
Any distribution payment made on the


<P align="center" style="font-size: 10pt">Attachment A-1
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">Class&nbsp;F Convertible Units shall first be credited against the earliest
accumulated but unpaid distribution due with respect to such Class&nbsp;F
Convertible Units which remains payable.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.&nbsp;Allocations.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For each taxable year of the Company, each Class&nbsp;F Convertible Unit shall
allocated items of the Company gross income in an aggregate amount equal to the
distributions made on such Unit under Section&nbsp;C of this Agreement (including
any portion of liquidating or redemption distribution attributable to
distributions due under Section&nbsp;C. of this Agreement) for such taxable year.
The Class&nbsp;F Convertible Units shall not be allocated any additional items of
the Company income, or any items of gain, loss or deduction. &#147;Excess
Nonrecourse Liabilities&#148; of the Company (as such term is used in Section&nbsp;6.1.C
of this Agreement) shall not be allocated to holders of the Class&nbsp;F Convertible
Units solely as a result of such holders&#146; ownership of such Units.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;E.&nbsp;Liquidation Preference.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;Upon any voluntary or involuntary liquidation, dissolution or winding
up of the affairs of the Company, the holders of Class&nbsp;F Convertible Units then
outstanding are entitled to be paid out of the assets of the Company available
for distribution to the Members pursuant to Section&nbsp;13.2.A of the Agreement a
liquidation preference of $1.00 per Class&nbsp;F Convertible Unit, plus all declared
and unpaid distribution thereon under Section&nbsp;C. of this Attachment A before
any distribution of assets is made to holders of Units that rank junior to the
Class&nbsp;F Convertible Units as to liquidation rights.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;In the event that, upon any such voluntary or involuntary
liquidation, dissolution or winding up, the available assets of the Company are
insufficient to pay the amount of the liquidating distributions on all
outstanding Class&nbsp;F Convertible Units and the corresponding amounts payable on
all other Units ranking on a parity with the Class&nbsp;F Convertible Units in the
distribution of assets, then such assets shall be allocated among the Class&nbsp;F
Convertible Units, as a class, and each class of such other such Units, as a
class, in proportion to the full liquidating distributions to which they would
otherwise be respectively entitled.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;After payment of the full amount of the liquidating distributions to
which they are entitled, the holders of Class&nbsp;F Convertible Units will have no
right or claim to any of the remaining assets of the Company.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;The consolidation or merger of the Company with or into any other
limited liability company, partnership, corporation, trust or entity or of any
other limited liability company, partnership, corporation, trust or other
entity with or into the Company or the sale, lease or conveyance of all or
substantially all of, the property or business of the Company, shall not be
deemed to constitute a liquidation, dissolution or winding up of the Company
for purposes of this Section&nbsp;E.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;F.&nbsp;Redemption.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Class&nbsp;F Convertible Units shall be redeemed in connection with the
redemption by the Managing Member of its Class&nbsp;F Stock. In connection with a
redemption of any or all of its Class&nbsp;F Convertible Stock, upon receipt of
advance notice from the Managing Member, the Company shall redeem a
corresponding number of the Class&nbsp;F Convertible Units bearing the same
certificate numbers, for $1.00 per share plus all declared and unpaid
distribution thereon under Section&nbsp;C. of this Attachment A. From and after the
date in which a Class&nbsp;F Convertible Unit is redeemed, the Class&nbsp;F Convertible
Unit so canceled shall no longer be outstanding and all rights hereunder, to
distributions or otherwise, with respect to such Class&nbsp;F Convertible Unit shall
cease.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;G.&nbsp;Conversion.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon advance notice from the Managing Member, each Class&nbsp;F Convertible
Unit shall convert into a number of Class&nbsp;A Common Units, and such conversion
shall be deemed be effective on the date of, the conversion of the
corresponding share of the Class&nbsp;F Stock (bearing the same certificate number
as the Class&nbsp;F Convertible Unit as set forth in Section&nbsp;A. of this Attachment
A) into the Shares. In such case, each such Class&nbsp;F Convertible Unit shall be
cancelled and shall no longer be outstanding and all rights hereunder, to
distributions or otherwise, with respect to such Class&nbsp;F Convertible Unit shall
cease.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;H.&nbsp;Voting Rights.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The holders of the Class&nbsp;F Convertible Units shall have no voting rights
whatsoever, except for any voting rights to which the holders may be entitled
under the laws of the State of Delaware.


<P align="center" style="font-size: 10pt">Attachment A-2
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt">ATTACHMENT B



<P align="center" style="font-size: 10pt">(CLASS SV UNITS)



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In accordance with Sections&nbsp;4.2 and 5.1 of the Agreement, set forth below
are the terms and conditions of the Class&nbsp;SV Units hereby established that are
issued by the Company to the Managing Member. These terms and conditions are
subject to provisions of the Agreement. All capitalized terms used in this
Attachment A and not otherwise defined shall have the meanings assigned in the
Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;Designation and Number.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A Class of Units, designated as Class&nbsp;SV Units is hereby established. The
number of Class&nbsp;SV Units shall be 100.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;Rank.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Class&nbsp;SV Units shall, with respect to distribution rights and rights
upon voluntary or involuntary liquidation, dissolution or winding up of the
Company, rank (a)&nbsp;in parity with the Common Units and all other Units issued by
the Company the terms of which specifically provide that such Units rank on a
parity with the Class&nbsp;SV Units (each referred to as &#147;Parity Preferred Units&#148;),
and (c)&nbsp;junior to the Class&nbsp;F Convertible Units and all other Units issued by
the Company the terms of which specifically provide that such Units rank senior
to the Class&nbsp;SV Units.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.&nbsp;Distributions.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;General: Pursuant to Section&nbsp;5.1 of this Agreement, and subject to
liquidation distribution provision under Section &nbsp;&nbsp;&nbsp;below, during periods
commencing on the date the Class&nbsp;SV Units are initially issued through November
8, 2007 (the &#147;Applicable Period&#148;), the holders of Class&nbsp;SV Units shall be
entitled to receive, out of Available Cash, distributions (the &#147;SV Dividends&#148;)
in an amount equal to the sum of: (a)&nbsp;the Tax Amount of the REIT Dividend
payable on the first Dividend Date following the date of the distribution, (b)
the Cost Amount and (c)&nbsp;the Gross-Up Amount, plus all costs, expenses and taxes
borne or incurred by the Managing Member as a result of receiving the SV
Dividend and Prepaid SV Dividend (other than items (a), (b)&nbsp;and (c)&nbsp;of this
sentence).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the event that the Company has paid a Prepaid SV Dividend, then, on any
subsequent Dividend Date on which the Excess Amount exceeds zero, the SV
Dividend on such Dividend Date shall be reduced as follows: (a)&nbsp;if the Excess
Amount on such Dividend Date is equal to or greater than the aggregate of the
Tax Amount of the REIT Dividend payable by the Managing Member with proceeds
from the distributions by the Company on the Common Units on such Dividend Date
and the Cost Amount (the &#147;Base Amount&#148;) in respect of such Dividend Date, then
the Special Dividend on such Dividend Date shall be zero; and (b)&nbsp;if the Base
Amount in respect of such Dividend Date is greater than the Excess Amount on
such Dividend Date, then the SV Dividend on such Dividend Date shall be equal
to the sum of (i)&nbsp;the amount by which such Base Amount exceeds the Excess
Amount on such Dividend Date, and (ii)&nbsp;the Gross- up Amount in respect of the
amount determined under (i).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For purposes of the preceding paragraph:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Cost Amount&#148; in respect of a Special Dividend (before application of the
second sentence of Section&nbsp;C(i) above) means the total of any and all:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(I)&nbsp;Non-Canadian Tax payable in connection with any REIT Dividend paid
before the Dividend Date to which such Special Dividend relates but not taken
into account in computing the Tax Amount in respect of such REIT Dividend or
payable in connection with any Prepaid SV Dividend or Special Dividend paid
before the Dividend Date to which such Prepaid Special Dividend or Special
Dividend relates but not taken into account in determining the Tax Amount or
Gross-up Amount, if any, in respect of such dividend;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(II)&nbsp;any interest or penalties in respect of Non-Canadian Tax payable in
connection with any REIT Dividend, Special Dividend or Prepaid Special Dividend
paid before the Dividend Date to which such Special Dividend relates, but
excluding interest or penalties arising solely as a result of the failure of a
Relevant Person to make timely filings when required to do so under applicable
non-U.S. tax laws or when requested by the Managing Member, to do so under U.S.
tax laws; and


<P align="center" style="font-size: 10pt">Attachment B-1
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(III) any reasonable expenses incurred in contesting any liability or
alleged liability described in (a)&nbsp;or (b); in each case where such amount has
not been taken into account in computing a Cost Amount included in the a prior
Special Dividend (before application of the second sentence of Section&nbsp;C(i) of
this Attachment B.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Dividend Date&#148; means in respect of a REIT Dividend each date on which the
Managing Member pays a dividend on its common stock.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Equity Stock&#148; means any class of capital stock of the Managing Member
including, but not limited to, the common stock, the special voting stock (the
&#147;Special Voting Stock&#148;) and the Class&nbsp;F convertible stock. The use of the term
&#147;Equity Stock&#148; or any term defined by reference to the term &#147;Equity Stock&#148;
shall refer to the class, series or classes of capital stock that is
appropriate under the context.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Excess Amount&#148; means:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(I)&nbsp;on the First Measurement Date, the amount of the Prepaid Special
Dividend minus the Tax Amount in respect of such Prepaid Special Dividend; or


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(II)&nbsp;on any Measurement Date after the First Measurement Date, (1 &#043; &#091;A/365
x 0.035&#093;) x (B &#151; C), where:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A is the number of days from but not including the immediately preceding
Measurement Date to and including the Measurement Date;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B is the Excess Amount on the immediately preceding Measurement Date;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C is nil for the first Dividend Date after the First Measurement Date and
on each Measurement Date thereafter is the Dividend Amount for the immediately
preceding Measurement Date, but determined without inclusion of any Gross-up
Amount and without having regard to any reduction pursuant to second paragraph
of Section&nbsp;C(i) of this Attachment B.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;First Measurement Date&#148; means the date, if any, on which the Prepaid
Special Dividend is paid.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Gross-Up Amount&#148; in respect of a Special Dividend means that amount which
is sufficient to provide that:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(I)&nbsp;the amount of the Special Dividend remaining after the deduction of
Non-Canadian Tax payable in connection with such Special Dividend, will equal


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(II)&nbsp;the such Special Dividend (before application of Section&nbsp;C(i) of this
Attachment B, determined before inclusion of the Gross-up Amount,


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;provided that the amount of the Special Dividend represented by the
Gross-up Amount expressed as a percentage of the Special Dividend shall not
exceed the maximum permitted Tax Rate applicable at that Dividend Date.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Measurement Date&#148; means the First Measurement Date and any subsequent
Dividend Date.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Non-Canadian Tax&#148; in respect of a REIT Dividend, Special Dividend or
Prepaid Special Dividend means the aggregate of all amounts of income or
withholding tax which Relevant Persons are or would be required to pay to any
taxing authority, other than the government of Canada or any political
subdivision thereof, if:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(I)&nbsp;the Managing Member paid the particular REIT Dividend, Special
Dividend or Prepaid Special Dividend to each Relevant Person holding the shares
of stock of the Corporation on which such dividend is to be paid;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(II)&nbsp;to the extent that any such Relevant Person that is not resident in
Canada received or was deemed to receive a dividend under clause (I)&nbsp;and paid a
dividend on its common stock or analogous securities in an amount equal to (i)
the amount of dividend that it received or was deemed to have received pursuant
to clause (I), minus (ii)&nbsp;the amount of Non-Canadian Tax (calculated on the
basis that each such Relevant Person had no other items of income or deduction)
to which it would be subject in respect of such dividend; and


<P align="center" style="font-size: 10pt">Attachment B-2
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(III) the provisions of clause (II)&nbsp;were applied successively in respect
of each Relevant Person who is not resident in Canada who received or was
deemed to receive a dividend under clause (II)&nbsp;from a Relevant Person who
received or was deemed to receive a dividend pursuant to clause (II), and for
this purpose the references to clause (I)&nbsp;contained in clause (II)&nbsp;shall be
deemed to be references to clause (II)&nbsp;itself.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Prepaid Special Dividend&#148; means the dividend that may be paid by the
Managing Member, on its Special Voting Stock pursuant to Section&nbsp;2.4 of its
Fourth Amended and Restated Certificate of Incorporation (the &#147;Certificate of
Incorporation&#148;) with respect to any given calendar quarter in an amount equal
to the Prepaid SV Dividend as determined in Section&nbsp;C(ii) below of this
Attachment B.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Prepaid SV Dividend&#148; has the meaning as such term is defined in Section
C(ii) of this Attachment B.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;REIT Dividend&#148; means the amount paid as a dividend on Relevant Shares on
any particular day before November&nbsp;8, 2007.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Relevant Person&#148; means Emerald Blue kft, a company organized under the
laws of Hungary, or any Person, other than the Managing Member, and its
subsidiaries, who:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(I)&nbsp;on the date of initial issuance of the Special Voting Stock, controls
or is under common control with Emerald Blue kft; or


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(II)&nbsp;thereafter:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;is controlled by Emerald Blue kft or a Person who is a Relevant Person
on the date of initial issuance of the Special Voting Stock; or


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;controls or is under common control with Emerald Blue kft or a Person
who is a Relevant Person on the date of initial issuance of the Special Voting
Stock, and any reference to any Person in this definition includes the
successor of such Person.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Relevant Shares&#148; means any shares of Equity Stock held by a Relevant
Person (or any other shares of Equity Stock acquired as a result of the
ownership of Equity Stock that is or was otherwise characterized as Relevant
Shares), other than shares of Equity Stock that:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(I)&nbsp;have been acquired by a Relevant Person from a Person other than the
Corporation or a Relevant Person on or after the date the plan of arrangement
contemplated in the Plan Circular becomes effective;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(II)&nbsp;are Retained Shares or Common Stock acquired as a result of the
ownership of Retained Shares;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(III) are shares of the Special Voting Stock; or


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(IV)&nbsp;were represented by exchange certificates on May&nbsp;8, 2002.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Retained Shares&#148; are shares of the Managing Member&#146;s common stock
received by a Relevant Person upon one or more conversions of the class F stock
of the Managing Member as provided in the Certificate of Incorporation, which
have not been sold to satisfy certain federal tax liabilities of the Relevant
Person or which have been retained by the Relevant Person to replace the
Managing Member stock sold to satisfy such tax liability.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Special Dividend&#148; means the dividend that may be paid by the Managing
Member on its Special Voting Stock pursuant to Section&nbsp;2.3 of its Certificate
of Incorporation with respect to any given calendar quarter in an amount equal
to the SV Dividend as determined in this Section&nbsp;C(i) of the Attachment B.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Tax Amount&#148; in respect of a particular REIT Dividend or Prepaid Special
Dividend is equal to the amount obtained by multiplying the amount of such REIT
Dividend or Prepaid SV Dividend by the Tax Rate in respect of such REIT
Dividend or Prepaid SV Dividend.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Tax Rate&#148; in respect of a particular REIT Dividend or Prepaid Special
Dividend is equal to a fraction, expressed as a percentage, the numerator of
which is the aggregate amount of Non-Canadian Tax that is or would be payable
by Relevant Persons in respect of


<P align="center" style="font-size: 10pt">Attachment B-3
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">such REIT Dividend or Prepaid Special Dividend and the denominator of
which is the amount of such REIT Dividend or Prepaid Special Dividend, provided
that the Tax Rate shall not exceed 30% or such higher rate of United States
withholding tax as may be applicable under the Code to dividends paid by a real
estate investment trust (as defined in the Code) to a foreign corporation at
the time the particular REIT Dividend or Prepaid Special Dividend is paid.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;Prepaid SV Dividend: Pursuant to Section&nbsp;5.5 of this Agreement,
during the Applicable Period, a holder of the Class&nbsp;SV Units shall be entitled
to request and receive from the Company a cash distribution (the &#147;Prepaid SV
Dividend&#148;) before the date on which a distribution is expected to be made to
such holder pursuant to Section&nbsp;5.1 of this Agreement for any calendar quarter.
Any request made by any holder of a Class&nbsp;SV Unit shall be considered to have
been made by all holders of the Class&nbsp;SV Units and the Company shall pay such
amounts accordingly, pro-rata among all holders of the Class&nbsp;SV Units, based on
their ownership of the outstanding Class&nbsp;SV Units. Any Prepaid SV Dividend
paid to a holder of a Class&nbsp;SV Unit shall not exceed the amount that the
Managing Member estimates, based on assumptions as it considers reasonable,
concerning the amount of distributions payable pursuant to Section&nbsp;C(i) of this
Attachment B above, would be distributable to such holder with respect to the
holder&#146;s Class&nbsp;SV Unit pursuant to Section&nbsp;5.1 of this Agreement for the
relevant calendar quarter, and shall be credited against the such distribution
in the manner set forth in the second paragraph of Section&nbsp;C(i) above.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;Distribution Priority: Unless full distributions on the Class&nbsp;SV
Units have been or contemporaneously are authorized and paid or authorized and
a sum sufficient for the payment thereof is set apart for payment for all past
distribution periods and the then current distribution period, no distributions
(other than in Units ranking junior to the Class&nbsp;SV Units as to distributions
and upon liquidation) shall be authorized or paid or set aside for payment nor
shall any other distribution be authorized or made upon Units ranking junior to
or on a parity with the Class&nbsp;SV Units as to distributions or upon liquidation,
nor shall any Units ranking junior to or on a parity with the Class&nbsp;SV Units as
to distributions or upon liquidation be redeemed, purchased or otherwise
acquired for any consideration (or any moneys be paid to or made available for
a sinking fund for the redemption of any such Units) by the Company.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp;Holders of the Class&nbsp;SV Units shall not be entitled to any
distribution, whether payable in cash, property or Units other than pursuant to
Sections&nbsp;C(i), C(ii) and (E)&nbsp;of this Attachment B.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.&nbsp;Allocations.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For each taxable year of the Company, each Class&nbsp;SV Unit shall be
allocated items of the Company gross income in an aggregate amount equal to the
distributions made on such Unit under Section&nbsp;C of this Agreement (including
any portion of liquidating or redemption distribution attributable to
distributions due under Section&nbsp;C of this Agreement) for such taxable year.
The Class&nbsp;SV Units shall not be allocated any additional items of the Company
income, or any items of gain, loss or deduction. &#147;Excess Nonrecourse
Liabilities&#148; of the Company (as such term is used in Section&nbsp;6.1.C of this
Agreement) shall not be allocated to holders of the Class&nbsp;SV Units solely as a
result of such holders&#146; ownership of such Units.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;E.&nbsp;Liquidation Preference.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;Upon any voluntary or involuntary liquidation, dissolution or winding
up of the affairs of the Company, the holders of Class&nbsp;SV Units then
outstanding are entitled to be paid out of the assets of the Company available
for distribution to the Members pursuant to Section&nbsp;13.2.A of the Agreement a
liquidation preference of $1,000.00 per Class&nbsp;SV Unit, plus all accrued and
unpaid distributions thereon under Section&nbsp;C of this Attachment B, before any
distribution of assets is made to holders of the Common Units and other Units
that rank junior to the Class&nbsp;SV Units as to liquidation rights.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;In the event that, upon any such voluntary or involuntary
liquidation, dissolution or winding up, the available assets of the Company are
insufficient to pay the amount of the liquidating distributions on all
outstanding Class&nbsp;SV Units and the corresponding amounts payable on all other
Units ranking on a parity with the Class&nbsp;SV Units in the distribution of
assets, then such assets shall be allocated among the Class&nbsp;SV Units, as a
class, and each class of such other such Units, as a class, in proportion to
the full liquidating distributions to which they would otherwise be
respectively entitled.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;After payment of the full amount of the liquidating distributions to
which they are entitled, the holders of the Class&nbsp;SV Units will have no right
or claim to any of the remaining assets of the Company.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;The consolidation or merger of the Company with or into any other
limited liability company, partnership, corporation, trust or entity or of any
other limited liability company, partnership, corporation, trust or other
entity with or into the Company or the sale,


<P align="center" style="font-size: 10pt">Attachment B-4
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">lease or conveyance of all or substantially all of, the property or
business of the Company, shall not be deemed to constitute a liquidation,
dissolution or winding up of the Company for purposes of this Section&nbsp;E.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;F.&nbsp;Redemption.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In connection with a redemption by the Managing Member of any or all of
its Special Voting Stock, upon advance request from the Managing Member, the
Company shall redeem a Class&nbsp;SV Unit for an amount equal to the amount due in
respect of such unit upon liquidation as provided under Section&nbsp;E(i) of this
Attachment B, for each share of the Special Voting Stock redeemed. From and
after the date on which any Class&nbsp;SV Unit is redeemed, the Class&nbsp;SV Unit so
redeemed shall no longer be outstanding, any outstanding certificate of such
unit shall be cancelled and all rights hereunder, to distributions or
otherwise, with respect to such Class&nbsp;SV Unit shall cease.


<P align="center" style="font-size: 10pt">Attachment B-5
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt">ATTACHMENT C



<P align="center" style="font-size: 10pt">QUALIFIED ASSETS




<P align="center" style="font-size: 10pt">Attachment C-1
</DIV>

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