This Operating Agreement of ______________________ LLC, dated as of
________________, 2010 is made by and between _____________________________ and
_____________________________ each of whom is sometimes referred to herein as a
“Member” and who, collectively, sometimes are referred to herein as “Members”. The parties
have agreed to organize and operate a limited liability company (hereinafter called the
“Company”) pursuant to the New York Limited Liability Act and in accordance with the terms
and subject to the conditions set forth in this Agreement.
“Agreement” means this Operating Agreement, as amended from time to time.
“Bankruptcy” when used with reference to any Member, shall be deemed to occur
(1) when the Member (a) executes an assignment for the benefit of creditors, or (b) files a
voluntary petition in bankruptcy, or (c) is adjudged bankrupt or insolvent, or has entered against
him or her an order for relief in any bankruptcy or insolvency proceeding, or (d) seeks, consents
to or acquiesces in the appointment of a trustee, receiver or liquidator of all or any substantial
part of such Member's properties, or (2) 90 days after the appointment, without the Member's
consent or acquiescence, of a trustee, receiver or liquidator of the Member or of all or any
substantial part of his or her properties, if the appointment is not vacated or stayed, or within 90
days after the expiration of any such stay, if the appointment is not vacated.
“Capital Account” is defined in Section 4.02.
“Capital Contribution” for each Member means the aggregate of sums contributed
by such Member pursuant to Article IV hereof.
“Cash Flow” means all cash funds derived from operations of the Company, less
amounts used to pay current operating expenses and to pay or establish reasonable reserves for
future expenses as determined by the Managers in their sole discretion.
“Certificate” or “Certificate of Formation” means the Certificate of Formation of
the Company, as the same may be amended or restated as provided herein or required by law,
which will be duly filed in accordance with (and which, in all respects, shall be sufficient in form
and substance under) the laws of the State of New York.
“Code” or “Internal Revenue Code” means the Internal Revenue Code of 1986, as
amended, and the regulations and interpretations thereof promulgated by