Exhibit Page 89

OPERATINGAGREEMENT

OF

RIGGSCAPITAL PARTNERS II, LLC

a DelawareLimited Liability Company

        THISOPERATING AGREEMENT, entered into as of the 1st day of October, 2000, by andamong the persons listed on Schedule A hereto (the “Members”), beingall of the members of RIGGS CAPITAL PARTNERS II, LLC, a Delaware limitedliability company (the Company”); 

W I T N E SS E T H:

        WHEREAS,the Members wish to form the Company for the purpose of making and holdingcertain investments and engaging in the other activities set forth herein; 

        NOW,THEREFORE, in consideration of the premises and the mutual promises hereinafterset forth, the parties hereto do hereby agree to the following: 

SECTION 1

Definitions

        Thefollowing capitalized terms used in this Agreement shall have the followingmeanings: 

        1.1.“Act” shall mean the Delaware Limited Liability Company Act, as the same may beamended from time to time.

        1.2.“Adjusted Capital Account Balance” shall mean a Member’sCapital Account balance (a) increased by any amount that such Member isobligated to restore under Treas. Reg. § 1.704-1(b)(2)(ii)(c)(including any addition thereto pursuant to the next to last sentences of Treas.Reg. § 1.704-2(g)(1) and (i)(5) after taking into account thereunderany changes during such Fiscal Year in Company Minimum Gain and in MemberNonrecourse Debt Minimum Gain) and (b) decreased by any adjustments,allocations, and distributions specified in Treas. Reg.§ 1.704-1(b)(2)(ii)(d)(4), (5), and (6) as are reasonably expected tobe made to such Member. A distribution or allocation will result in a Memberhaving a deficit Adjusted Capital Account Balance to the extent suchdistribution or allocation either will create or increase a deficit balance insuch Member’s Capital Account after making the adjustments described in thepreceding sentence. 

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        1.3.“Affiliate” shall mean, with respect to any Person, (i) anyPerson directly or indirectly controlling, controlled by or under common controlwith such Person (including, if any of the forgoing is a natural Person, theparent, spouse, child, brother, or sister of such natural Person), (ii) anyPerson owning or controlling a majority of the outstanding voting interests ofsuch Person, (iii) any officer, director, or general partner of such Person, or(iv) any Person who is an officer, director, general partner, trustee, or holderof a majority of the voting interests of any Person described in clauses (i)through (iii) of this sentence. For purposes of this definition, the term“controls,” “is controlled by,” or “is under commoncontrol with” shall mean the possession, direct or indirect, of the powerto direct or cause the direction of the management and policies of a person orentity, whether through the ownership of voting securities, by contract orotherwise. 

        1.4.“Agreed Value” shall mean, with respect to Property, the fairmarket value of that Property on the date it is contributed to the Company, asdetermined by the Managing Member in good faith and by reasonable methods. 

        1.5.“Agreement” shall mean this Operating Agreement, as amended from time to time.

        1.6.“Bankruptcy” shall mean, with respect to any Person, (i) theentry of a decree or order for relief of such Person by a court of competentjurisdiction in any involuntary case involving such Person under any bankruptcy,insolvency or other similar law now or hereafter in effect; (ii) the appointmentof a receiver, liquidator, assignee, custodian, trustee, sequestrator or othersimilar agent for such Person or for any substantial part of such Person’sassets or property; (iii) the ordering of the winding up or liquidation of suchPerson’s affairs; (iv) the filing with respect to such Person of a petitionin any such involuntary bankruptcy case, which petition remains undismissed fora period of ninety (90) days or which is dismissed or suspended pursuant toSection 305 of the U.S. Bankruptcy Code or any successor provision thereto; (v)the commencement by such Person of a voluntary case under any bankruptcy,insolvency or other similar law now or hereafter in effect; or (vi) the makingby such Person of any general assignment for the benefit of creditors. 

        1.7.“Capital Account” shall mean the capital account to be maintained by the Company foreach Member in accordance with Section 4.3.

        1.8.“Capital Contributions” shall mean all cash and other property contributed to theCompany by or on behalf of a Member or such Member's predecessor in interest.

        1.9.“Capital Interest” shall mean the percentage of total capitalcontributions allocable to a Member, as set forth on Schedule A. 

        1.10.“Cash Reserve” shall mean any reserve fund which may beestablished and maintained by the Managing Member in its reasonable good faithjudgment for the conduct of the Company Business, provided that such fund is inkeeping with generally accepted accounting practices and does not exceed amountsdeemed by the Managing Member reasonably necessary for anticipated debt service,future capital expenditures, repairs, replacements, taxes, contingentliabilities and the like. If the Cash Reserve is drawn down it may bereplenished in accordance with the preceding limitations. 

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        1.11.“Code” shall mean the Internal Revenue Code of 1986, as amended (or any correspondingprovision or provisions of succeeding law).

        1.12.“Company” shall mean Riggs Capital Partners II, LLC, a Delaware limited liabilitycompany.

        1.13.“Company Business” shall mean the business in which the Companyshall engage from time to time under Section 2.2 hereof. 

        1.14.“Company Interest” shall mean the ownership and voting interestof a Member in the Company at any particular time, including the right of suchMember to any and all distributions and any other benefits to which such Membermay be entitled as provided in this Agreement or the Act, together with theobligations of such Member to comply with all the provisions of this Agreementand the Act. 

        1.15.“Company Minimum Gain” shall mean the amount of Company minimum gain, computed in themanner set forth in Treas. Reg.ss.1.704-2(d).

        1.16.“Company Nonrecourse Deduction” shall mean the amount of nonrecourse deductionscomputed in the manner set forth in Treas. Reg.ss.1.704-2(c).

        1.17.“Company Tax Items” shall mean all items of income, gain, loss,and deduction, and all tax preferences, depreciation, accelerated cost recoverysystem deductions, investment interest, and other tax items of the Company foreach Fiscal Year, as allocated among the Members for tax purposes under Section6.3 hereof. 

        1.18.“Compliance Manual” shall have the meaning set forth in Section 5.2.

        1.19.“Contributing Members” shall mean the Members other than the Special Member.

        1.20.“Default Rule” shall mean a provision of the Act that would apply to the Companyunless otherwise provided in, or modified by, the Agreement.

        1.21.“Distributable Amounts” means Net Cash Flow from investmentsmade by the Company for which J. Carter Beese or RCP Investments II, LLC hasserved as the Investment Advisor, or from any reinvestment of proceeds from suchinvestments. 

        1.22.“Fiscal Year” shall mean an annual accounting period endingDecember 31 of each year during the term of the Company; provided,however, that the last such Fiscal Year shall be the period beginning onJanuary 1 of the calendar year in which the final liquidation and termination ofthe Company is completed and ending on the date such final liquidation andtermination is completed. To the extent any computation or other provisionhereof provides for an action to be taken on a Fiscal Year basis, an appropriateproration or other adjustment shall be made in respect of the first or finalFiscal Year to reflect that such period is less than a full calendar yearperiod. 

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        1.23.“Investment Account” shall mean the investment account to be maintained by theCompany for each Member in accordance with Section 4.4.

        1.24.“Investment Advisor” shall mean RCP Investments II, LLC, orsuch other person as may hereafter be designated as investment advisor to theCompany. 

        1.25.“Majority Vote” shall mean the affirmative vote of Members holding more than 50% ofthe total Profits Interests held by the Members.

        1.26.“Managing Member” shall have the meaning ascribed thereto in Section 5.1.

        1.27.“Member” shall mean the initial Members listed on Schedule Aattached hereto and any Person admitted as a new Member or a Substitute Memberin accordance with the terms of this Agreement. Schedule A may be amended fromtime to time to reflect the withdrawal of a Member or the addition of a newMember or a Substitute Member in accordance with the terms of this Agreement. 

        1.28.“Member Nonrecourse Debt” shall mean any Company liability to the extent the liabilityis nonrecourse for purposes of Treas. Reg.ss.1.1001-2, and a Member (or related person (within the meaning ofTreas. Reg.ss.1.752-4(b))) bears the economic risk of loss under Treas. Reg.ss.1.752-2 because, for example, theMember (or related person) is the creditor or a guarantor.  The determination of whether a Company liabilityconstitutes a Member Nonrecourse Debt shall be made in accordance with Treas. Reg.ss. 1.704-2(b)(4).

        1.29.“Member Nonrecourse Debt Minimum Gain” shall mean the amount of partner nonrecoursedebt minimum gain, computed in the manner set forth in Treas. Reg.ss. 1.704-2(i)(3), with respect to each MemberNonrecourse Debt.

        1.30.“Member Nonrecourse Deduction” shall mean the amount of partner nonrecourse deductionsas computed under Treas. Reg.ss.1.704-2(i)(2).

        1.31.“Net Cash Flow” shall mean, for any period, the sum of cashfrom operations of the Company Business, from the sale or disposition of CompanyProperty, or from any other source, for such period after deducting thefollowing amounts for such period: (i) amounts required to pay theCompany’s operating expenses and current liabilities; (ii) amounts requiredto discharge any Company debt or obligation, including loans or advances fromMembers; (iii) the amount of any additions to Cash Reserve; and (iv) amounts setaside by the Managing Member for reinvestment. Net Cash Flow shall not bereduced by depreciation, amortization, cost recovery deductions or similarallowances, but shall be increased by any reductions of Cash Reserve. 

        1.32.“Net Income Amount” shall mean, with respect to a Member for aFiscal Year, the amount of Company net taxable income allocated to such Memberfor such Fiscal Year, reduced by the excess, if any, of (i) the aggregate amountof Company net taxable loss allocated to such Member for all prior Fiscal Years,over (ii) the aggregate amount of Company net taxable income allocated to suchMember for all prior Fiscal Years. 

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        1.33.“Net Market Value” with respect to the Company’s assetsshall mean the fair market value of Company’s total assets, net of totalliabilities, as determined in good faith by the Managing Member. 

        1.34.“Person” shall mean any human being, organization, generalpartnership, limited partnership, corporation, limited liability company, jointventure, trust, business trust, association, governmental entity or other legalentity. 

        1.35.“Portfolio Company” shall mean a Person in which the Company holds a PortfolioInvestment.

        1.36.“Portfolio Investment” shall mean an investment in a Person, inthe form of debt, equity, convertible debt, options, warrants, or otherinstruments conferring upon the Company a current or future economic interest,with the exception of Short-Term Investments. 

        1.37.“Priority Return” shall mean, for each Member for each FiscalYear, an amount equal to nine percent (9%) of the average daily InvestmentAccount balance of such Member over the course of the current Fiscal Year,multiplied, in the case of a partial Fiscal Year, by the number of days in suchpartial Fiscal Year divided by 365. 

        1.38.“Profits” or “Loss” shall mean, for eachFiscal Year, the Company’s taxable income or taxable loss for such FiscalYear, as determined in accordance with Code Section 703(a) (for this purpose,all items of income, gain, loss, or deduction required to be separately statedpursuant to Code Section 703(c)(1) shall be included in taxable income or loss),but with the following adjustments: 

                 (a)Items of income, gain, loss and deduction relating to Property contributed tothe Company shall becomputed as if the basis of the Property to the Company at the time ofcontribution were equal to its fair market value on that date and the amount ofany depreciation, amortization, or other cost recovery deductions allowable werecomputed in accordance with the following sentence. For purposes of thepreceding sentence, the amount of any depreciation, amortization, or other costrecovery deduction allowable for any period with respect to Property contributedto the Company shall be an amount that bears the same ratio to the fair marketvalue of the Property on the date of contribution as the federal income taxdepreciation, amortization, or other cost recovery deduction bears to theadjusted tax basis of the Property on the date of contribution; provided,however, that if the adjusted tax basis of the Property is zero on the date ofcontribution, then the amount of depreciation, amortization, or other costrecovery deduction shall be determined with reference to the fair market valueof the Property on the date of contribution using any reasonable method selectedby the Managing Member. 

                 (b)Any tax exempt income and gain, as described in Section 705(a)(1)(B) of theCode, realized by theCompany during such Fiscal Year shall be added to such taxable income or taxableloss and any related expenses not allowed as a deduction pursuant to Section 265of the Code shall be subtracted from such income or loss. 

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                 (c)Any expenditures of the Company described in Sections 705(a)(2)(B) (or treatedas Code Section705(a)(2)(B) expenditures pursuant to Treas. Reg. § 1.704-1(b) and nototherwise taken into account under this Section) and 709 of the Code (except foramounts with respect to which an election is properly made under Section 709(b))for such Fiscal Year shall be subtracted from such taxable income or taxableloss. 

                 (d)Except as otherwise provided in Treas. Reg.ss. 1.704-1(b), amounts described inthis Section shall becomputed without taking into account any basis adjustments created by a Section754 election under the Code. Profits or Loss attributable to a basis adjustmentresulting from a Section 754 election shall inure solely to the benefit ordetriment of the Member to whom the Section 754 election relates. 

                 (e)If there has been an adjustment to the Members' Capital Accounts pursuant toSection 4.3(e) to reflectthe unrealized income, gain, loss, or deduction inherent in Company Property:(i) depreciation, amortization, or other cost recovery deductions with respectto such Property for each Fiscal Year or other period shall equal an amountwhich bears the same ratio to the fair market value of such Property on the dateof such adjustment as the federal income tax depreciation, amortization, orother cost recovery deductions for such Fiscal Year or other period bears to theadjusted tax basis of such Property on such date; and (ii) gain or lossresulting from any disposition of such Property with respect to which gain orloss is recognized for federal income tax purposes shall be computed under thissentence as if such Property had an adjusted basis on the date of suchadjustment equal to its fair market value on such date and all subsequentadjustments for depreciation, amortization, or other cost recovery deductionswere made in accordance with clause (i) of this sentence. 

                 (f)If the Company's taxable income or taxable loss for such Fiscal Year, asadjusted in the mannerprovided in paragraphs (a) through (e) of this Section, and after removing anyamounts allocated under the Regulatory Allocations or Section 6.2(d) (relatingto curative allocations), is a positive amount, such amount shall be theCompany’s Profits for such Fiscal Year, and if a negative amount, suchamount shall be the Company’s Loss for such Fiscal Year. 

        1.39.“Profits Interest” shall have the meaning set forth in Section 3.1 hereof.

        1.40.“Profit Shortfall Account” shall mean, with respect to a Memberfor a Fiscal Year, the excess, if any, of (i) the aggregate amount of Net CashFlow distributed under Sections 6.1(a)(i), 6.1(a)(iii), 6.1(a)(v), or 6.1(a)(vi)to such Member for such Fiscal Year and all prior Fiscal Years, over (ii) theaggregate amount of Profits allocated to such Member under Sections 6.2(a)(iii),6.2(a)(iv), or 6.2(a)(vi) for all prior Fiscal Years (to the extent that suchProfits have not been offset by allocations of Losses under Sections6.2(b)(i)(D), 6.2(b)(i)(C), or 6.2(b)(i)(A), respectively). 

        1.41.“Property” shall mean all of the Company's right, title and interest in and to anyreal or personal property interests (tangible and intangible) owned by the Company.

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        1.42.“Regulatory Allocations” shall mean the allocations described in Section 6.2(c).

        1.43.“Short-Term Investments” shall mean short-term investmentsselected by the Managing Member to provide for appropriate safety of principal,such as government obligations, certificates of deposit, money market fundinvestments, short-term debt obligations, interest-bearing accounts, andnon-interest-bearing accounts, pending investment of the Company’s funds. 

        1.44.“Special Member” shall mean RCP Investments II, LLC, a Delaware limited liabilitycompany, and its successors and assigns.

        1.45.“Substitute Member” shall mean a transferee of a CompanyInterest admitted as a Substitute Member in accordance with Section 7.7 hereof. 

        1.46.“Supermajority Vote” shall mean the affirmative vote of theMembers holding at least 67% of the total Profits Interests held by the Members. 

        1.47.“Tax Distribution Amount” shall mean, with respect to a Memberfor a Fiscal Year, such Member’s Net Income Amount for such Fiscal Yearmultiplied by the Tax Rate for such Fiscal Year. The Managing Member shall haveauthority to make appropriate adjustments to the Tax Distribution Amounts tomore accurately reflect the actual tax liability of a Member resulting fromparticipation in the Company, to implement a Member’s request to adjust theamount of such Member’s Tax Distribution Amount, or to remedy anyunexpected economic disparities that would otherwise result from the applicationof the above formula; provided, however, that no adjustment shall be made underthis sentence that is inconsistent with the basic economic arrangement of theMembers under this Agreement. 

        1.48.“Tax Matters Member” shall mean the Member designated as the Tax Matters Memberpursuant to Section 10.3.

        1.49.“Tax Rate” shall mean, with respect to a Fiscal Year, a taxrate (expressed as a percentage) equal to the sum of (a) the maximum federalincome tax rate for individuals for such Fiscal Year, plus (b) the maximumMaryland****income tax rate for individuals residing in that State for suchFiscal Year. 

        1.50.“Transfer” shall mean any sale, transfer, exchange, assignment,pledge, hypothecation, gift or any contract for the foregoing or any votingtrust or other agreement or arrangement respecting voting rights or anybeneficial interest in a Company Interest. 

        1.51.“Unpaid Priority Amount” shall mean, with respect to a Memberfor a Fiscal Year, the amount, if any, of such Member’s Unpaid PriorityReturn for such Fiscal Year, reduced by the amount of any Profits previouslyallocated under Section 6.2(a)(iv) with respect to such Member’s PriorityReturn that remains unpaid (to the extent that such Profits have not been offsetby Losses under Section 6.2(b)(i)(C)). 

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        1.52.“Unpaid Priority Return” shall mean, with respect to a Memberfor a Fiscal Year, the excess, if any, of (i) the sum of such Member’sPriority Return for the current Fiscal Year and all prior Fiscal Years; over(ii) the aggregate amount distributed to such Member under Section 6.1(a)(iii)for the current Fiscal Year and all prior Fiscal Years. 

        1.53.“Unpaid Special Distribution Amount” shall mean, with respectto the Special Member for a Fiscal Year, the amount, if any, that the SpecialMember would be entitled to receive under Section 6.1(a)(iv) that remains unpaid(after taking into account all distributions to the Special Member under Section6.1(a)(iv) for the current Fiscal Year and all prior Fiscal Years), reduced bythe amount of any Profits previously allocated under Section 6.2(a)(v) withrespect to such unpaid amounts (to the extent that such Profits have not beenoffset by Losses under Section 6.2(b)(i)(B)). 

        1.54.“Withdrawal” shall mean the death (or dissolution, in the caseof corporate Members), adjudication of incompetence (which term shall include,but not be limited to, insanity), Bankruptcy, retirement, resignation, orexpulsion of a Member. 

SECTION 2

GeneralProvisions

        2.1.Formation of the Company. The Members have formed the Company for thelimited purposes set forth herein, and shall take all actions and appropriatelyfile all documents required by law to qualify the Company to conduct business asprovided herein in all appropriate jurisdictions. The rights and liabilities ofthe parties hereto shall be as provided in the Act except as herein otherwiseexpressly provided. 

        2.2.Purposes and Powers of the Company.

                (a)The purposes for which the Company is formed are (i) to make, hold, and dispose ofPortfolio Investments inaccordance with the Company’s Investment Policies as in effect from time totime; (ii) to make, hold and dispose of Short-Term Investments in order to holdfunds pending the investment or reinvestment of Company funds in PortfolioInvestments, to provide liquid investments from which to meet expenses of theCompany and contingencies, and to hold funds pending distribution, in each casesubject to the other provisions of this Agreement; and (iii) to do any and allthings necessary, convenient or incidental to the achievement of the foregoing. 

                (b)The Company shall have the power to do any and all acts and things necessary,appropriate, advisable orconvenient for the furtherance and accomplishment of the purposes of the Companyincluding, without limitation, to engage in any kind of activity and to enterinto and perform obligations of any kind necessary to or in connection with, orincidental to, the accomplishment of the purposes of the Company, so long assaid activities and obligations may lawfully be engaged in or performed by alimited liability company under the Act. 

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        2.3.Name of the Company. The name of the Company shall be Riggs CapitalPartners II, LLC. The Company Business may be conducted under such other namesas the Managing Member may from time to time determine to be necessary oradvisable. 

        2.4.Place of Business of the Company. The principal place of business of theCompany shall be 800 17th Street, N.W., Washington, D.C. 20006, or atsuch other place as the Managing Member may from time to time determine. TheCompany may have such additional offices as the Managing Member may from time totime deem necessary or advisable. 

        2.5.Registered Office, Registered Agent. The name and business address of theregistered agent for service of process on the Company and its registered officein the State of Delaware are The Corporation Trust Company at Corporation TrustCenter, 1209 Orange Street, Wilmington, County of New Castle, Delaware, or suchother qualified Person as the Managing Member may designate from time to time.The Managing Member may select any Person permitted by applicable law to act asregistered agent for the Company in each jurisdiction in which it is necessary. 

        2.6.No Liability to Third Parties. The debts, obligations and liabilities ofthe Company, whether arising in contract, tort or otherwise, shall be solely thedebts, obligations and liabilities of the Company, and no Member shall beobligated personally for any such debt, obligation or liability of the Companysolely by reason of being a Member. 

        2.7.Intent. It is the intent of the Members that the Company be operated in amanner consistent with its treatment as a partnership for federal and stateincome tax purposes. The Company shall take all appropriate actions to ensurethat the Company will be treated as a partnership for federal and state incometax purposes, including the making of available tax elections. No election maybe made to treat the Company as a corporation for federal or state income taxpurposes without the written consent of all Members. It is also the intent ofthe Members that the Company not be operated or treated as a“partnership” for purposes of Section 303 of the Federal BankruptcyCode, or for any purposes other than tax purposes. Neither the Company nor anyMember shall take any action inconsistent with the express intent of the partieshereto as set forth in this Section 2.7. 

        2.8.Default Rules Under the Act.  Regardless of whether this Agreement specifically refersto a particular Default Rule:

                (a)if any provision of this Agreement conflicts with a Default Rule, theprovision of this Agreement controls and such Default Rule is hereby modified or negated accordingly, and

                (b)if it is necessary to construe a Default Rule as modified or negated in orderto effectuate any provisionof this Agreement, such Default Rule is hereby modified or negated accordingly. 

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        2.9.Title to Property.  Except as otherwise provided in this Agreement, the Company shallhold all of its real and personal property in the name of the Company and not in the name of any Member.

        2.10.Payments of Individual Obligations.  The Company's credit and assets shall be usedsolely for the benefit of the Company, and no asset of the Company shall be transferred or encumbered for or inpayment of any individual obligation of any Member.

        2.11.Independent Activities; Transactions with Affiliates. Insofar aspermitted by applicable law, the Members and the Managing Member (each acting onits own behalf) and each of their Affiliates may, notwithstanding thisAgreement, engage in whatever activities they choose, whether the same arecompetitive with the Company or otherwise, without having or incurring anyobligation to offer any interest in such activities to the Company or any otherMember; and neither this Agreement nor any activity undertaken pursuant heretoshall, except as expressly provided in a written agreement signed by the partiesto be bound thereby, prevent the Managing Member or any Member or its Affiliatesfrom engaging in such activities, or require the Managing Member or any Memberto permit the Company or any Member or its Affiliates to participate in any suchactivities. As a material part of the consideration for the execution of thisAgreement by each Member, each Member hereby waives, relinquishes, and renouncesany such right or claim of participation. 

        2.12.Term of the Company. The Company commenced its existence on the date uponwhich its Certificate of Formation was duly filed with the Secretary of State ofthe State of Delaware and shall continue until the 10th anniversaryof the date hereof, unless the Members by Supermajority Vote agree to extend itsexistence or the Company is sooner dissolved pursuant to Section 8.1. 

SECTION 3

Members andProfits Interests

        3.1.Profits Interest.  Each Member's Profits Interest shall be determined under thisSection 3.1.

                (a)Each Member's initial Profits Interest is set forth in Schedule A attachedhereto.

                (b)Each Member's Profits Interest shall be adjusted upon the occurrence of theevents specified in, and in the manner set forth in, Section 3.2 .

        3.2.Additional Members and Interests. The Company shall not, except asprovided in Section 4.1(b)(iii), be expanded to include additional Members, orto provide for the issuance of additional Company Interests, unless the existingMembers by Supermajority Vote consent to the same. In the event that the Membersby Supermajority Vote elect to take in new or additional Members or issueadditional Company Interests upon such terms and conditions as they may findadvisable, the Profits Interest of each new or additional Member shall be takenfrom the existing Members on a pro rata basis unless otherwise agreed to by allsuch Members, in such amount and in such fashion as may be agreed upon by theparties. 

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SECTION 4

CapitalContributions and Capital Accounts

        4.1.Capital Contributions.

                (a)In consideration of his or its Company Interest, each Member hereby contributes tothe Company the Initial Capital Contribution, in the form of cash and investments currently held by the Members,as specified for such Member on Schedule A.

                (b)In further consideration of his or its Company Interest, each Contributing Memberhereby agrees to contributeto the Company, upon at least 10 business days prior written notice by theManaging Member, at any one time or in installments from time to time asspecified by the Managing Member, additional Capital Contributions in accordancewith this Section 4.1(b), provided, however, that, the aggregate amount of allsuch additional Capital Contributions by such Member shall not exceed themaximum amount specified for such Member on Schedule A, and the obligation ofRiggs National Corporation to contribute shall be subject to the followingconditions: 

                     (i)Such additional Capital Contributions shall be in compliance withreasonable loss limits;

                     (ii)Such contributions shall be consistent with other capital prioritiesof Riggs National Corporation;

                     (iii)Riggs National Corporation shall have the right to designate one ormore other persons who maycontribute all or any portion of any capital contribution otherwise due fromRiggs National Corporation and become a Member in the LLC, with the ProfitsInterest and Capital Interest of Riggs National Corporation reducedproportionately; and 

                     (iv)The performance of the Company's investments prior to the date ofcontribution shall havebeen satisfactory to Riggs National Corporation in its reasonable judgment. 

Each such notice by the ManagingMember shall call for contributions by each Contributing Member on a pro ratabasis, based upon their relative Capital Interests. 

                (c)No Member shall be required to make Capital Contributions in addition to those setforth in Section 4.1(a) and 4.1(b).

        4.2.No Interest on or Right to Withdraw Capital Contributions. No interestshall be paid on any contribution to the capital of the Company or on thebalance in any Capital Account and no Member shall have the right to withdrawhis Capital Contribution or to demand or receive a return of his CapitalContribution. 

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        4.3.Maintenance of Capital Accounts.

                (a)The Company shall maintain a separate Capital Account for each Member inaccordance with this Section 4.3.

                (b)A Member's Capital Account shall be credited with (i) the amount of any cashcontributed to the Companyby or on behalf of such Member, (ii) the fair market value of any Property otherthan cash contributed to the Company by or on behalf of such Member, (iii)allocations to such Member of Company Profits, income or gain pursuant toSection 6.2, (iv) the amount of any Company liabilities assumed by such Memberor which are secured by any Property distributed to such Member, and (v) anyother item required to be credited for proper maintenance of capital accounts bythe Treasury regulations under Section 704(b) of the Code. 

                (c)A Member's Capital Account shall be debited with (i) the amount of any cashand the fair market valueof Property other than cash that is distributed to such Member (other thanguaranteed payments under Code Section 707(c)), all as may be determined inaccordance with this Agreement, (ii) allocations to such Member of CompanyLosses, deductions, Company Nonrecourse Deductions, or Member NonrecourseDeductions pursuant to Section 6.2, (iii) the amount of any liabilities of suchMember assumed by the Company or which are secured by any Property contributedby such Member to the Company, and (iv) any other item required to be debitedfor proper maintenance of capital accounts by the Treasury regulations underSection 704(b) of the Code. 

                (d)If any Property other than cash is distributed to a Member, the CapitalAccounts of the Membersshall be adjusted to reflect the manner in which gain or loss that has notpreviously been reflected in the Capital Accounts would be allocated among theMembers under Section 6.2 if the distributed Property had been sold by theCompany for a price equal to its fair market value on the date of distribution.See Section 4.3(c)(i) for additional adjustments to be made to the distributeeMember’s Capital Account. 

                (e)The Members may, upon the occurrence of one of the events described in Section4.3(e)(ii), increase or decrease the Capital Accounts of the Members in accordance with Section 4.3(e)(i) toreflect a revaluation of Company Property.

                     (i)Any adjustments made under this Section 4.3(e) shall reflect themanner in which theunrealized income, gain, loss, or deduction inherent in Company Property (to theextent that it has not been reflected in the Capital Account previously) wouldbe allocated among the Members under Section 6.2 if the Company had sold all ofits Property for its fair market value on the date of adjustment. Theadjustments described in this Section 4.3(e)(i) shall be based on the fairmarket value of Company Property on the date of adjustment. 

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                     (ii)The Members may make the Capital Account adjustments described inthis Section 4.3(e) uponthe occurrence of the following events: (a) a contribution of money or otherProperty (other than a de minimis amount) to the Company by a new or existingMember as consideration for an interest in the Company; (b) a distribution ofmoney or other Property (other than a de minimis amount) by the Company to aretiring or continuing Member as consideration for an interest in the Company;or (c) the liquidation of the Company. 

                     (iii)The adjustments described in this Section 4.3(e) are intended tocomply with Treas. Reg.ss. 1.704-1(b)(2)(iv)(f) and shall be interpreted consistently with such regulation toeffectuate such intent.  See the definition of "Profits and Losses" for special rules for the computation ofProfits and Losses in the case of an adjustment under this Section 4.3(e).

                (f)In the event any interest in the Company is transferred in accordance with theterms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent itrelates to the transferred interest.

        4.4.Maintenance of Investment Accounts.

                (a)The Company shall maintain a separate Investment Account for each Member inaccordance with this Section 4.4.

                (b)A Member's Investment Account shall be credited with (i) the amount of anycash contributed to theCompany by or on behalf of such Member; (ii) the principal amount of any capitalcontribution made by a Member to the Company in the form of a demand promissorynote; and (iii) the fair market value of any property other than cashcontributed to the Company by or on behalf of such Member (net of anyliabilities assumed by the Company upon such contribution and liabilities to theextent secured by such contributed property). 

                (c)A Member's Investment Account shall be debited with the amount of anydistributions to such Member under Section 6.1(a)(ii).

                (d)In the event any interest in the Company is transferred in accordance with theterms of this Agreement, the transferee shall succeed to the Investment Account of the transferor to the extentit relates to the transferred interest.

SECTION 5

Managementand Operation of Business

        5.1.Managing Member. Riggs National Corporation shall be the "Managing Member" of theCompany and, in such capacity, responsible for the business and operations of the Company.  The Managing Membermay be removed and replaced only by Supermajority Vote.

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Exhibit Page 102

        5.2.Management. The Managing Member shall be responsible for the overallmanagement and operation of the Company. No Member shall take any action in thename of or on behalf of the Company except pursuant to authority granted by theManaging Member. Each Member shall take such actions on behalf of the Company asmay be necessary or desirable in order to effectuate the decisions anddeterminations of the Managing Member. The Managing Member shall adopt on behalfof the Company, and may amend or modify from time to time, a compliance manualfor the Company (the “Compliance Manual”) setting forth standards ofconduct, investment policies, and other policies relating to the operation ofthe Company. 

        5.3.Investment Advisor. The Managing Member shall delegate to the InvestmentAdvisor the authority to conduct the day to day business of the Company and tomake investment decisions in accordance with the Compliance Manual as then ineffect. The Investment Advisor shall not be authorized to take any action thatthe Managing Member is not authorized to take pursuant to Section 5.5 or Section5.6. Except as otherwise specified or directed by the Managing Member or by theMembers by Supermajority Vote, the Investment Advisor shall have and mayexercise with respect to the Company all of the powers customarily exercised bya president and chief executive officer of a Delaware corporation, subject tothe provisions of Sections 5.5 and 5.6 and the Compliance Manual as in effectfrom time to time. 

        5.4.Meetings and Actions of the Members.

                (a)A meeting of the Members may be called at such time and such place as theManaging Member, theInvestment Advisor, or Members holding Interests entitling them to cast at leasta Majority Vote, may specify by written notice to all Members not less than 10days prior to the date of such meeting. 

                (b)There shall be a quorum if Members holding in the aggregate more than a 50%Profits Interest arepresent at a meeting. A Member shall be deemed present at any meeting if heattends in person or by telephone conference call, or by proxy granted toanother Member and delivered to the Company. Unless otherwise provided for inthis Agreement, the Majority Vote of the Members shall constitute an action ofthe Company. The Members, may also take action by unanimous written consent.Copies of the records of the Company shall be maintained at the principaloffices of the Company. 

        5.5.Limitations of the Power of the Managing Member. The Managing Member and theInvestment Advisor shall not cause or permit the Company to take any of the following actions withoutSupermajority Approval:

                (a)admit any additional Member;

                (b)carry on any business other than as provided in Section 2.2 hereof;

                (c)guarantee or otherwise in any way become responsible (including as surety orpursuant to a pledge or grant of security on any assets or rights of the Company) for the obligations orindebtedness of any other Person, other than an entity all of the equity interest of which is owned by theCompany;

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Exhibit Page 103

                (d)extend credit or make any loan to any Person, other than reasonable tradecredit offered in theordinary course of the Company’s business and reasonable advances toofficers and employees not exceeding $5,000 in the aggregate to any oneemployee; 

                (e)enter into any transaction with any Member other than upon terms that, in thereasonable judgement of theManaging Member, are not materially less favorable to the Company than thosethat would be obtainable in an arm’s length transaction with an unrelatedparty; or 

                (f)sell or agree to sell,  transfer, or dispose of all or substantially all ofthe Company's assets, other than pursuant to a pledge or security interest conferred in order to incur bona fideindebtedness for the Company.

        5.6.Additional Restrictions.  For so long as Riggs National Corporation is a Member, theCompany shall not, without the prior written consent of Riggs National Corporation:

                (a)acquire or hold any Portfolio Investment or Short-Term Investment that wouldresult in the Companyholding an interest that has been determined by Riggs National Corporation notto be permissible under the Bank Holding Company Act or any rule or regulationthereunder; or 

                (b)engage in any other activity that Riggs National Corporation has determined not tobe permissible under the Bank Holding Company Act or any rule or regulation thereunder.

        5.7.Officers of the Company. The Investment Advisor may appoint from time totime any one or more persons to serve as officers of the Company as theInvestment Advisor deems necessary for the proper conduct of the business of theCompany, in such capacities and with such delegated rights and powers as theInvestment Advisor may approve. 

        5.8.Cash Reserve.  The Managing Member may decide to establish a Cash Reserve for theCompany.  Such Cash Reserve may be replenished in accordance with the limitations set forth in Section 1.10hereof.

        5.9.Compensation. The Managing Member shall not be entitled to any fee orother compensation, other than reimbursement of expenses incurred by it onbehalf of or for the benefit of the Company, in consideration for its service asManaging Member. The Company shall enter into an Investment and ManagementAgreement with the Investment Advisor, which will entitle the Investment Advisorto receive an annual management fee equal to Two Percent (2%) of $100,000,000 orTwo Million Dollars ($2,000,000), out of which amount the Investment Advisorshall fund all expenses of operating and managing the Company, excludingorigination expenses for raising funds from additional Members, but including,without limitation, any expenses for goods or services provided to or for thebenefit of the Company or the Investment Advisor pursuant to an Operating andServices Agreement with Riggs Bank N.A. 

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Exhibit Page 104

        5.10.Exculpation and Indemnity. No Member, including without limitation theManaging Member or the Investment Advisor, shall be liable or accountable indamages or otherwise to the Company or the other Members for any act or omissiondone or omitted by him in good faith, unless such act or omission constitutesgross negligence, willful misconduct, or a willful breach of this Agreement orthe investment advisory agreement entered into pursuant to Section 5.9 on thepart of such person. The Company shall indemnify each Member, including theManaging Member and the Investment Advisor, against any loss, damage, judgmentor claim incurred by or asserted against such person (including reasonableattorney’s fees and legal expenses), unless such act or omissionconstitutes gross negligence, willful misconduct, or a willful breach of thisAgreement or the investment advisory agreement entered into pursuant to Section5.9 on the part of such person. 

SECTION 6

Allocationsand Distributions

        6.1.Distributions.

                (a)Net Cash Flow.  The Company shall, except as otherwise provided in thisSection 6.1, distribute Net Cash Flow for a Fiscal Year when and as determined by the Managing Member, inaccordance with the following priorities:

                     (i)First, to the Members in proportion to, and to the extent of, eachMember's Tax Distribution Amount for such Fiscal Year;

                     (ii)Second, to the Members in proportion to, and to the extent of, theoutstanding balances in their respective Investment Accounts;

                     (iii)Third, to the Members entitled to a Priority Return, in proportionto, and to the extent of, each such Member's Unpaid Priority Return for such Fiscal Year;

                     (iv)Fourth, to the Special Member, up to the amount that, together withall prior payments pursuantto this Section 6.1(a)(iv) equals 25% of the sum of all distributions madepursuant to Section 6.1(a)(iii) (thereby equaling 20% of the total distributionsmade pursuant to Sections 6.1(a)(iii) and 6.1(a)(iv)); 

                     (v)Fifth, to the extent that the remaining Net Cash Flow constitutesDistributable Amounts, tothe Members in proportion to their Profits Interests, with appropriateadjustments made with respect to distributions for any period during which theProfits Interests of the Members have changed; and 

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Exhibit Page 105

                     (vi)Sixth, to the extent that the remaining Net Cash Flow does notconstitute DistributableAmounts, to the Contributing Members in proportion to their relative ProfitsInterests, with appropriate adjustments made with respect to distributions forany period during which the Profits Interests of such Members have changed. 

                     For purposes of making calculations pursuant to this Section 6.1(a), to theextent that Net Cash Flowincludes both amounts that are Distributable Amounts and amounts that are not,Net Cash Flow payable pursuant to Sections 6.1(a)(i), 6.1(a)(ii) , 6.1(a)(iii),and 6.1(a)(iv) shall be deemed to be allocated between those two categories prorata in accordance with their relative proportions in Net Cash Flow at the timeof distribution. 

                (b)Tax Distributions.  The Company shall take reasonable efforts to make thedistributions under Section 6.1(a)(i) with respect to a Fiscal Year in a manner that will allow the timelypayment of the distributee Members' estimated taxes.

                (c)Liquidation and Dissolution.  Proceeds from the liquidation of the assets ofthe Company upondissolution shall be distributed to the Members in accordance with Section 9.1.Proceeds from the sale (or other conversion into cash) of all or substantiallyall of the Company Property shall be distributed to the Members in accordancewith Section 9.1 as if such proceeds arose from the liquidation of the assets ofthe Company. 

                (d)Distributions in Kind.  In the event that, prior to any sale by the Company ofany securities of aPortfolio Investment (“Sale Securities”) the proceeds of which theCompany intends to distribute pursuant to Section 6.1 or Section 9.1, theCompany has received notice by any Member that such Member would, in lieu ofsuch distributed proceeds, prefer to receive such Member’s portion of suchdistribution in the form of Sale Securities with a value equal to the amountotherwise to be distributed to such Member, then the Company may, if theManaging Member determines that it may do so without impairing the value of theremaining Sale Securities or violating any contractual or legal restriction uponthe transfer of such Sale Securities, pay such Member’s distribution in theform of Sale Securities, valued at their fair market value on the date ofdistribution as determined by the Managing Member, and such value shall beincluded in the amount of “Net Cash Flow” for the purpose of Section6.1(a). 

        6.2.Allocation of Profits and Losses.

                (a)Allocation of Profits.  After giving effect to the special allocations setforth in Section 6.2(c), Profits of the Company for each Fiscal Year shall be  allocated to the Members asfollows:

                     (i)First, Profits shall be allocated to the Members in proportion to,and to the extent of, theamount equal to the remainder, if any, of (A) the cumulative Losses allocated toeach such Member pursuant to Section 6.2(b)(iii) for all prior Fiscal Years,over (B) the cumulative Profits allocated to each such Member pursuant to thisSection 6.2(a)(i) for all prior Fiscal Years. 

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Exhibit Page 106

                     (ii)Second,  Profits less any amounts allocated under Section 6.2(a)(i),shall be allocated to theSpecial Member in an amount not to exceed the excess, if any, of (A) theaggregate amounts distributed to the Special Member under Section 6.1(a)(iv) forthe current and all prior Fiscal Years, over (B) the aggregate amount of Profitsallocated to the Special Member under Section 6.2(a)(v) or this Section6.2(a)(ii) for all prior Fiscal Years (to the extent that such Profits have notbeen offset by allocations of Losses under Sections 6.2(b)(i)(B) or6.2(b)(i)(E), respectively). 

                     (iii)Third, Profits less any amounts allocated under Sections 6.2(a)(i)and 6.2(a)(ii), shall beallocated in an aggregate amount not to exceed the aggregate balances in allMembers’ Profit Shortfall Accounts for the current Fiscal Year, among theMembers in proportion to, and to the extent of, each Member’s ProfitShortfall Account. 

                     (iv)Fourth, Profits less any amounts allocated under Sections 6.2(a)(i)through 6.2(a)(iii), shall be allocated to the Members in proportion to, and to the extent of, each Member'sUnpaid Priority Amount.

                     (v)Fifth, Profits less any amounts allocated under Sections 6.2(a)(i)through 6.2(a)(iv) shall be allocated to the Special Member to the extent of such Member's Unpaid SpecialDistribution Amount.

                     (vi)Sixth, Profits less any amounts allocated under Sections 6.2(a)(i)through 6.2(a)(v) shall beallocated to the Members in proportion to their Profits Interests; provided,however, that the Managing Member shall have the authority to make appropriateadjustments to the allocation Profits under this Section 6.2(a)(vi) to reflectthat such Profits, or a portion thereof, are more appropriately allocated amongthe Contributing Members to reflect distributions (or reasonably anticipateddistributions) under Section 6.1(vi) (relating to Net Cash Flow that does notconstitute Distributable Amounts). 

                (b)Allocation of Losses.   After giving effect to the special allocations setforth in Section 6.2(c),Losses of the Company for each Fiscal Year shall be allocated to the Members asfollows: 

                     (i)Except as provided in Section 6.2(b)(iii), Losses shall be allocatedto the Members to offsetany Profits allocated under the following sections, in the following order (ineach case, pro rata in proportion to the share of Profits being offset): (A)Section 6.2(a)(vi); (B) Section 6.2(a)(v); (C) Section 6.2(a)(iv); (D) Section6.2(a)(iii); and (E) Section 6.2(a)(ii). 

                     (ii)Except as provided in Section 6.2(b)(iii), Losses less any amountsallocated under Section6.2(b)(i), shall be allocated to the Members in proportion to their ProfitsInterests. 

                     (iii)The Losses allocated pursuant to Section 6.2(b)(i) and 6.2(b)(ii)shall not exceed themaximum amount of Losses that can be so allocated without causing any Member tohave a deficit Adjusted Capital Account Balance at the end of any Fiscal Year.In the event some but not all of the Members would have deficit Adjusted CapitalAccount Balances as a consequence of an allocation of Losses pursuant to Section6.2(b)(i) or 6.2(b)(ii), the limitation set forth in this Section 6.2(b)(iii)shall be applied on a Member by Member basis so as to allocate the maximumpermissible Losses to each Member under Treas. Reg.§ 1.704-1(b)(2)(ii)(d). All Losses in excess of the limitationsset forth in this Section 6.2(b)(iii) shall be allocated to the Members inproportion to their Profits Interests. 

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Exhibit Page 107

                (c)Regulatory Allocations.  The following special allocations shall be made inthe following order:

                     (i)If there is a net decrease during a Company Fiscal Year in CompanyMinimum Gain then, to the extent required by Treas. Reg.ss.1.704-2(f), each Member shall be allocated items ofCompany income and gain entering into the computation of Profits and Losses for such Fiscal Year (and, asnecessary, for subsequent Fiscal Years) equal to that Member's share of the net decrease in the Company MinimumGain (within the meaning of Treas. Reg.ss.1.704-2(g)(2)).  It is the intent of the Members that this Section6.2(c)(i) constitute a Company Minimum Gain chargeback provision under Treas. Reg.ss. 1.704-2(f) and beinterpreted consistently with such regulation to effectuate such intent.

                     (ii)If there is a net decrease during a Company Fiscal Year in MemberNonrecourse Debt Minimum Gain then, to the extent required by Treas. Reg.ss.1.704-2(i)(4), any Member with ashare of Member Nonrecourse Debt Minimum Gain at the beginning of such Fiscal Year shall be allocated items ofCompany income and gain entering into the computation of Profits and Losses for such Fiscal Year (and, ifnecessary, for subsequent Fiscal Years) equal to that Member's share of the net decrease in Member NonrecourseDebt Minimum Gain (within the meaning of Treas. Reg.ss.1.704-2(i)(4)).  It is the intent of the Members that thisSection 6.2(c)(ii) constitute a Member Nonrecourse Debt Minimum Gain chargeback provision under Treas. Reg.ss. 1.704-2(i)(4) and be interpreted consistently with such regulation to effectuate such intent.

                     (iii)If any Member unexpectedly receives an adjustment, allocation, ordistribution of the typecontemplated by Treas. Reg. § 1.704-1(b)(2)(ii)(d)(4),(5), or (6) that causes or increases a deficit in suchMember’s Adjusted Capital Account Balance items of Company income and gainentering into the computation of Profits and Losses shall be allocated to allsuch Members in an amount and manner sufficient to eliminate, to the extentrequired by Treas. Reg. § 1.704-1(b), the deficit Adjusted CapitalAccount Balance of such Member as quickly as possible, provided that anallocation pursuant to this Section 6.2(c)(iii) shall be made only if and to theextent that such Member would have a deficit Adjusted Capital Account Balanceafter all other allocations provided for in this Section 6.2 have beententatively made as if this Section 6.2(c)(iii) were not in the Agreement. It isthe intent of the Members that this Section 6.2(c)(iii) constitute a qualifiedincome offset provision under Treas. Reg.§ 1.704-1(b)(2)(ii)(d) and be interpreted consistently withsuch regulation to effectuate such intent. 

                     (iv)In the event that any Member has a deficit Capital Account balance atthe end of any Fiscal Yearwhich is in excess of the amount such Member is deemed to be obligated torestore pursuant to the next to last sentences of Treas. Reg.§§ 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall bespecially allocated items of Company income and gain in the amount of suchexcess as quickly as possible, provided that an allocation pursuant to thisSection 6.2(c)(iv) shall be made only if and to the extent that such Memberwould have a deficit Capital Account balance in excess of such sum after allother allocations provided for in this Section 6.2 have been made as if Section6.2(c)(iii) and this 6.2(c)(iv) were not in the Agreement. It is the intent ofthe Members that this Section 6.2(c)(iv) constitute a gross income allocationand be interpreted to effectuate such intent. 

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Exhibit Page 108

                     (v)Company Nonrecourse Deductions shall be allocated to the Members inproportion to their Profits Interests.

                     (vi)Member Nonrecourse Deductions attributable to a Member NonrecourseDebt shall be allocated to the Member (or Members) that bear the economic risk of loss for such MemberNonrecourse Debt in accordance with Treas. Reg.ss. 1.704-2(i)(1).

                (d)Curative Allocations.The Regulatory Allocations are intended to comply withcertain requirements of theTreasury Regulations under Code Section 704(b). It is the intent of the Membersthat, to the extent possible, all Regulatory Allocations shall be offset eitherwith other Regulatory Allocations or with special allocations of other items ofCompany income, gain, loss or deduction pursuant to this Section 6.2(d).Therefore, notwithstanding any other provision of this Section 6.2 (otherthan the Regulatory Allocations), the Managing Member shall make such offsettingspecial allocations of Company income, gain, loss or deduction in whateverreasonable manner it determines appropriate so that, after such offsettingallocations are made, each Member’s Capital Account balance is, to theextent possible, equal to the Capital Account balance such Member would have hadif the Regulatory Allocations were not part of the Agreement and all items ofCompany items of income, gain, loss or deduction were allocated pursuant toSections 6.2(a) and 6.2(b). In exercising its discretion under thisSection 6.2(d), the Managing Member shall take into account futureRegulatory Allocations under Sections 6.2(c)(i) and 6.2(c)(ii) that, althoughnot yet made, are likely to offset other Regulatory Allocations previously madeunder Sections 6.2(c)(v) and 6.2(c)(vi). This Section 6.2(d) is intended tominimize to the extent possible and to the extent necessary any economicdistortions which may result from application of the Regulatory Allocations andshall be interpreted in a manner consistent therewith. 

                (e)Special Allocations In Connection With Liquidation.  In the case of the FiscalYear in which the Companyis liquidated (and, to the extent necessary, for prior Fiscal Years) the Profitsand Losses (or, to the extent necessary, items thereof) shall be allocated insuch a manner, as determined by the Managing Member, as is necessary to providea Capital Account balance for each Member equal to the amount that such Memberwould receive if all of the proceeds of liquidation of the Company weredistributed among the Members in accordance with Section 6.1(a) (determined asif (i) the Company were not liquidating and that such distributable amounts wereNet Cash Flow, and, (ii) only distributions actually made under Section 6.1(a)prior to liquidation shall be taken into account and no additional amounts willbe deemed to be distributed with respect to Tax Distribution Amounts). 

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Exhibit Page 109

        6.3.Tax Allocations. All items of income, gain, loss, and deduction, and alltax preferences, depreciation, accelerated cost recovery system deductions andinvestment interest and other tax items of the Company for each Fiscal Year(collectively referred to as “Company Tax Items”) shall be allocatedfor tax purposes to the Members in accordance with this Section 6.3. 

                (a)Except as provided in Sections 6.3(b) and 6.3(c), Company Tax Items shall beallocated for tax purposesin accordance with the allocations of items of income, gain, loss, deduction,Company Nonrecourse Deductions, Member Nonrecourse Deductions, Profits, andLosses under Section 6.2. For purposes of the preceding sentence, an allocationto a Member of a share of Profits or Losses shall be treated as an allocation tosuch Member of the same share of each Company Tax Item that is taken intoaccount in computing such Profits or Losses. 

                (b)Gain or loss upon sale or other disposition of any Property contributed to theCompany or anydepreciation, amortization, or other cost recovery deduction allowable withrespect to the basis of Property contributed to the Company shall be allocatedfor tax purposes among the contributing and non-contributing Members so as totake into account the difference between the adjusted tax basis and the AgreedValue of the Property on the date of its contribution to the extent permitted byTreas. Reg. § 1.704-3 or such superseding regulations as may bepromulgated in accordance with Section 704(c) of the Code. In making allocationspursuant to the preceding sentence, the Managing Member may apply any method orconvention required or permitted by Section 704(c) of the Code. 

                (c)Except as provided in Section 6.3(b), if there has been an adjustment to theMembers’ CapitalAccounts pursuant to Section 4.3(e) to reflect the unrealized income, gain,loss, or deduction inherent in Company Property, Company Tax Items with respectto such Property shall be allocated to the Members for tax purposes so as totake into account the difference between the adjusted tax basis of such Propertyand the value at which it is reflected in the Members’ Capital Accounts inthe same manner as variations between the adjusted tax basis and fair marketvalue of Property contributed to the Company are taken into account indetermining the Members’ allocations of Company Tax Items under Section6.3(b). The allocations under this Section 6.3(c) are intended to comply withparagraphs (b)(2)(iv)(f)(4) and (b)(4)(i) of Treas. Reg. § 1.704-1 andshall be interpreted consistently with such regulation to effectuate suchintent. 

                (d)To the extent consistent with the intent of the parties to this Agreement,accounting matters relatingto allocations of Profits and Losses, Capital Accounts, and allocations of itemsof federal income tax significance shall be handled in such a way that theallocations of items of federal income tax significance will have substantialeconomic effect or will otherwise be respected for federal income tax purposes. 

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Exhibit Page 110

        6.4.Other Allocation Rules.

                (a)All other items that must be allocated to the Members shall be allocated tothe Members in accordancewith the allocation of Profits and Losses as provided in Section 6.2 of thisAgreement. 

                (b)The Members are aware of the income tax consequences of the allocations madeby this Section 6 and hereby agree to be bound by the provisions of this Section 6 in reporting their shares ofCompany income and loss for income tax purposes.

                (c)Solely for purposes of determining a Member's proportionate share of the"excess nonrecourse liabilities" of the Company, within the meaning of Treas. Reg.ss.1.752-3(a)(3), the Members'interests in Company profits are in proportion to their Profits Interests.

                (d)To the extent permitted by Treas. Reg.ss.1.704-2(h)(3), the Managing Membershall endeavor not to treatdistributions of Net Cash Flow as having been made from the proceeds of aCompany nonrecourse liability or a Company nonrecourse debt. 

        6.5.Allocation Savings Provision. The allocation method set forth in thisSection 6 is intended to allocate Profits and Losses to the Members for federalincome tax purposes in accordance with their economic interests in the Companywhile complying with the requirements of Code Section 704(b) and the TreasuryRegulations promulgated thereunder. If in the reasonable opinion of the ManagingMember, the allocation of Profits or Losses pursuant to the provisions of thisSection 6 shall not (i) satisfy the requirements of Code Section 704(b) or theTreasury Regulations thereunder, (ii) comply with any other provisions of theCode or Treasury Regulations or (iii) properly take into account any expendituremade by the Company or transfer of a Company Interest, then notwithstandinganything to the contrary contained in the preceding provisions of this Section6, Profits and Losses shall be allocated in such reasonable manner as theManaging Member determines to be required so as to reflect properly (i), (ii) or(iii), as the case may be; provided, however, that any change in the method ofallocating Profits or Losses shall not materially alter the economic agreementbetween the Members. 

        6.6.Members’ Varying Interests. In the event of any changes in anyMember’s Company Interest during the Fiscal Year, then for purposes of thisSection 6, the Managing Member shall take into account the requirements of CodeSection 706(d) and shall have the right to select any reasonable method ofdetermining the varying interests of the Members during the Fiscal Year whichsatisfies Code Section 706(d). See Section 7.9 for additional rules relating todistributions and allocations in respect to Transferred Company Interests. 

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Exhibit Page 111

SECTION 7

TransferProvisions

        7.1.Restriction on Transfers. Except as otherwise permitted by thisAgreement, no Member shall Transfer all or any portion of his Company Interest.In the event that any Member pledges or otherwise encumbers any of its CompanyInterest as security for the payment of an obligation, any such pledge orhypothecation shall be made pursuant to a pledge or hypothecation agreement thatrequires the pledgee or secured party to be bound by all of the terms andconditions of this Section 7. For purposes of this Section 7, any Transferof a partnership interest in RCP Investments, L.P., shall be deemed to be aTransfer of a Company Interest, and RCP Investments, L.P., shall not permit itto be effected unless it is done in compliance with the provisions of thisSection 7 applicable to Transfers of Company Interests as if the holder thereofwere a Member. 

        7.2.Permitted Transfers. Subject to the conditions and restrictions set forthin Section 7.3 hereof, a Member may at any time Transfer all or any portion ofhis or its Company Interest to (a) any other Member, (b) any member of thetransferor’s Family, (c) any Affiliate of the transferor, (d) thetransferor’s executor, administrator, trustee, or personal representativeto whom such Company Interest are transferred at death or involuntarily byoperation of law, or (e) any Purchaser in accordance with Section 7.4 hereof(any such Transfer being referred to in this Agreement as a “PermittedTransfer”). For purposes hereof, a Member’s “Family” shallinclude only (i) such Member’s spouse, natural or adoptive lineal ancestorsor descendants, sisters and brothers, (ii) trusts for the exclusive benefit ofone or more of the Members and such other persons, (iii) corporations,partnerships or limited liability companies substantially all of the securitiesof which are held by one or more of the Member and such other persons. 

        7.3.Conditions to Permitted Transfers.  A Transfer shall not be treated as a PermittedTransfer under Section 7.2 hereof unless and until the following conditions are satisfied or waived by theManaging Member:

                (a)Except in the case of a Transfer of a Company Interest at death orinvoluntarily by operationof law, the transferor and transferee shall execute and deliver to the Companysuch documents and instruments of conveyance as may be necessary or appropriatein the opinion of counsel to the Company to effect such Transfer and to confirmthe agreement of the transferee to be bound by the provisions of this Section 7.In the case of a Transfer of a Company Interest at death or involuntarily byoperation of law, the Transfer shall be confirmed by presentation to the Companyof legal evidence of such Transfer, in form and substance satisfactory tocounsel to the Company. In all cases, the Company shall be reimbursed by thetransferor and/or transferee for all costs and expenses that it reasonablyincurs in connection with such Transfer. 

                (b)The transferor and transferee shall furnish the Company with the transferee'staxpayer identificationnumber, sufficient information to determine the transferee’s initial taxbasis in the Company Interest transferred, and any other information reasonablynecessary to permit the Company to file all required federal and state taxreturns and other legally required information statements or returns. Withoutlimiting the generality of the foregoing, the Company shall not be required tomake any distribution otherwise provided for in this Agreement with respect toany transferred Company Interest until it has received such information. 

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Exhibit Page 112

                (c)Except in the case of a Transfer of a Company Interest at death orinvoluntarily by operationof law, the transferor shall provide an opinion of counsel, which opinion andcounsel shall be satisfactory to the Company, to the effect that (i) suchTransfer is exempt from all applicable registration requirements, including theSecurities Act of 1933, as amended, and any applicable state securities laws,and (ii) such Transfer will not result in the Company being deemed an investmentcompany within the meaning of the Investment Company Act of 1940, (iii) suchTransfer will not result in the Company or any person providing services to theCompany becoming subject to the provisions of the Investment Adviser’s Actof 1940, and (iv) such Transfer will not violate any applicable laws regulatingthe Transfer of securities. 

                (d)The transferor shall comply with the provisions of Section 7.8 and 7.11 hereof.        

        7.4.Right of First Refusal. In addition to the other limitations andrestrictions set forth in this Section 7, except as permitted by Section 7.2hereof, no Member other than Riggs National Corporation or an Affiliate thereofshall Transfer all or any portion of his Company Interest (the “OfferedInterests”) unless such Member (the “Seller”) complies with theterms of this Section 7.4. 

                (a)Limitation on Transfers.  No Transfer may be made under this Section 7.4unless the Seller hasreceived a bona fide written offer (the “Purchase Offer”) from aPerson (the “Purchaser”) to purchase the Offered Interest for apurchase price (the “Offer Price”) denominated and payable in UnitedStates dollars at closing or according to specified terms, with or withoutinterest, which offer shall be in writing signed by the Purchaser and shall beirrevocable for a period ending no sooner than the day following the end of theOffer Period, as hereinafter defined. 

                (b)Offer Notice.  Prior to making any Transfer that is subject to the terms ofthis Section 7.4, theSeller shall give to the Company and Riggs National Corporation written notice(the “Offer Notice”) which shall include a copy of the Purchase Offerand an offer (the “Firm Offer”) to sell the Offered Interests to theCompany or Riggs National Corporation (the “Offerees”) for the OfferPrice, payable according to the same terms as (or more favorable terms than)those contained in the Purchase Offer, provided that the Firm Offer shall bemade without regard to the requirement of any earnest money or similar depositrequired of the Purchaser prior to closing, and without regard to any security(other than the Offered Interest) to be provided by the Purchaser for anydeferred portion of the Offer Price. 

                (c)Offer Period.  The Firm Offer shall be irrevocable for a period (the "OfferPeriod") ending at 11:59 P.M., local time at the Company's principal place of business, on the ninetieth dayfollowing the day of the Offer Notice.

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                (d)Acceptance of Firm Offer.  At any time during the first sixty (60) days of theOffer Period, any Offereewho is a Member may, by giving written notice of acceptance to the Seller,accept the Firm Offer as to the Offered Interest. In the event that within sixty(60) days of the Offer Period, the Company or, if the Company does not do so,Riggs National Corporation (the “Accepting Offeree”) accepts the FirmOffer with respect to all of the Offered Interests, the Firm Offer shall bedeemed to be accepted, and the Offered Interest shall be purchased by theAccepting Offeree. 

                (e)Closing of Purchase Pursuant to Firm Offer.  In the event that the Firm Offeris accepted, the closing ofthe sale of the Offered Interest shall take place within thirty (30) days afterthe Firm Offer is accepted or, if later, the date of closing set forth in thePurchase Offer. The Seller and the Accepting Offeree shall execute suchdocuments and instruments as may be necessary or appropriate to effect the saleof the Offered Interest pursuant to the terms of the Firm Offer and thisSection 7. 

                (f)Sale Pursuant to Purchase Offer If Firm Offer Rejected.  If the Firm Offer isnot accepted in the mannerhereinabove provided, the Seller may sell the Offered Interest to the Purchaserat any time within sixty (60) days after the last day of the Offer Period,provided that such sale shall be made on terms no more favorable to thePurchaser than the terms contained in the Purchase Offer and provided furtherthat such sale complies with other terms, conditions, and restrictions of thisAgreement that are applicable to sales of Company Interests and are notexpressly made inapplicable to sales occurring under this Section 7.4. 

        7.5.Prohibited Transfers. Any purported Transfer of a Company Interest thatis not a Permitted Transfer shall be null and void and of no force or effectwhatsoever; provided that, if the Company is required to recognize a Transferthat is not a Permitted Transfer (or if the Managing Member, in its solediscretion, elects to recognize a Transfer that is not a Permitted Transfer),the interest Transferred shall be strictly limited to the transferor’srights to allocations and distributions as provided by this Agreement withrespect to the transferred Company Interest, which allocations and distributionsmay be applied (without limiting any other legal or equitable rights of theCompany) to satisfy any debts, obligations, or liabilities for damages that thetransferor or transferee of such Company Interest may have to the Company. Inthe case of a Transfer or attempted Transfer of a Company Interest that is not aPermitted Transfer, the parties engaging or attempting to engage in suchTransfer shall be liable to indemnify and hold harmless the Company and theother Members from all cost, liability, and damage that any of such indemnifiedPersons may incur (including, without limitation, incremental tax liability andlawyers’ fees and expenses) as a result of such Transfer or attemptedTransfer and efforts to enforce the indemnity granted hereby. 

        7.6.Rights of Unadmitted Assignees. A Person who acquires one or more CompanyInterests but who is not admitted as a Substitute Member pursuant to Section 7.7hereof shall be entitled only to allocations and distributions with respect tosuch Company Interest in accordance with this Agreement, and shall have no rightto any information or accounting of the affairs of the Company, shall not beentitled to inspect the books or records of the Company, and shall not have anyof the rights of a Member under the Act or this Agreement. 

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        7.7.Admission as Substitute Members.  A transferee of Company Interest may be admitted tothe Company as a Substitute Member only upon satisfaction of the conditions set forth below in this Section 7.7,unless waived by the Managing Member:

                (a)The Company Interest with respect to which the transferee is being admittedwas acquired by means of a Permitted Transfer;

                (b)The transferee becomes a party to this Agreement as a Member and executes suchdocuments and instruments as the Members may reasonably request as may be necessary or appropriate to confirmsuch transferee as a Member in the Company and such transferee's agreement to be bound by the terms andconditions hereof;

                (c)The transferee pays or reimburses the Company for all reasonable legal,filing, and publicationcosts that the Company incurs in connection with the admission of the transfereeas a Member with respect to the Transferred Company Interest; 

                (d)The transferee provides the Company with evidence satisfactory to counsel forthe Company that such transferee has made each of the representations and undertaken each of the warrantiesapplicable to it described in Section 11 hereof; and

                (e)If the transferee is not an individual of legal majority, the transfereeprovides the Company withevidence satisfactory to counsel for the Company of the authority of thetransferee to become a Member and to be bound by the terms and conditions ofthis Agreement. 

        7.8.Covenants. Each Member hereby represents, covenants and agrees with theCompany for the benefit of the Company and all Members, that (i) he is notcurrently making a market in Company Interests and will not in the future make amarket in Company Interests, (ii) he will not Transfer his Company Interest onan established securities market, a secondary market (or the substantialequivalent thereof) within the meaning of Code Section 7704(b) (and anyregulations, proposed regulations, revenue rulings, or other officialpronouncements of the Internal Revenue Service or Treasury Department that maybe promulgated or published thereunder), and (iii) in the event suchRegulations, revenue rulings, or other pronouncements treat any or allarrangements which facilitate the selling of partnership interests and which arecommonly referred to as “matching services” as being a secondarymarket or substantial equivalent thereof, he will not Transfer any Interestthrough a matching service that is not approved in advance by the Company. EachMember further agrees that he will not Transfer any Interest to any Personunless such Person agrees to be bound by this Section 7.8 and to Transfer suchCompany Interest only to Persons who agree to be similarly bound. The ManagingMember may, from time to time and at the request of a Member, consider whetherto approve a matching service and shall notify all Members of any matchingservice that is so approved. 

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        7.9.Distributions and Allocations in Respect to Transferred Company Interest.If any Company Interest is sold, assigned, or Transferred during any Fiscal Yearin compliance with the provisions of this Section 7, Profits, Losses, each itemthereof, and all other items attributable to the Transferred Interest for suchFiscal Year shall be divided and allocated between the transferor and thetransferee by taking into account their varying Company Interests during suchFiscal Year in accordance with Code Section 706(d), using any conventionspermitted by law and selected by the Members. All distributions on or before thedate of such Transfer shall be made to the transferor, and all distributionsthereafter shall be made to the transferee. Solely for purposes of making suchallocations and distributions, the Company shall recognize such Transfer notlater than the end of the calendar month during which it is given notice of suchTransfer, provided that, if the Company is given notice of a Transfer at leastten (10) Business Days prior to the Transfer the Company shall recognize suchTransfer as the date of such Transfer, and provided further that, if the Companydoes not receive a notice stating the date such Interest was Transferred andsuch other information as the Members may reasonably require within thirty (30)days after the end of the Fiscal Year during which the transfer occurs, then allsuch items shall be allocated, and all distributions shall be made, to thePerson who, according to the books and records of the Company, was the owner ofthe Interest on the last day of the Fiscal Year during which the Transferoccurs. Neither the Company nor any Member shall incur any liability for makingallocations and distributions in accordance with the provisions of this Section7.9, whether or not any Member or the Company has knowledge of any Transfer ofownership of any Interest. 

        7.10.Tax Elections.

                (a)In the event of a Transfer of all or part of a Company Interest by sale orexchange or on death of aMember, upon request of the transferee Member, the Company shall elect, pursuantto Section 754 of the Code, to adjust the basis of the Company’s Propertywith respect to such Member; provided, however, that the transferee Member shallbear all costs incurred by the Company as a result of the election. Any taxitems or aspects attributable to the aforesaid adjustments to basis (whetherconsisting of additional depreciation deductions or a reduction of gain on saleor otherwise) shall be allocated solely to the transferee Member. Each Membershall, at its own expense, within thirty (30) days of request from the Company,furnish to the Company such information as is reasonably necessary to accomplishthe adjustments in basis provided for under the Section 754 election. 

                (b)The Managing Member shall cause the Company to make or revoke all other taxelections provided forunder the Code. Each Member who transfers all or any portion of its CompanyInterest shall furnish the Company with all information required to enable theCompany to fulfill any federal income tax reporting requirements imposed withrespect to such transfer. 

SECTION 8

Sale ofAssets and Dissolution of Company

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        8.1.Dissolution of the Company.  The Company shall be dissolved on the occurrence of anyof the following events:

                (a)the sale of all or substantially all of the assets of the Company;

                (b)the expiration of the term of the Company in accordance with Section 2.12;

                (c)the determination of the Managing Member to dissolve the Company; or

                (d)otherwise by operation of law.

        8.2.Heirs and Executors. The Members agree that this Operating Agreement,including, without limitation, the terms and conditions of this Section 8, shallbe binding upon any of their heirs, executors, administrators, successors, and,subject to Section 7 hereof, assigns. 

SECTION 9

DistributionUpon Dissolution

        9.1.Distributions Upon Dissolution.
                (a)Upon the dissolution of the Company, the Members or the Persons required bylaw to wind up theCompany’s affairs shall liquidate the assets of the Company and apply anddistribute the proceeds of such liquidation as follows, unless requiredotherwise by law: 

                (i)first, to the payment of debts and liabilities of the Company,exclusive of those debts and liabilities set forth in clauses (ii) and (iii) hereof, and to the payment of theexpenses of winding up;

                (ii)second, to the payment of any accrued any unpaid fees due under theinvestment advisoryagreement with the Investment Advisor and any other amounts payable to anyMember (other than amounts payable to a Member solely in such Member’scapacity as a Member of the Company); 

                (iii)third, to the setting up of reasonable reserves for any contingentliabilities and obligationsof the Company, provided that any such reserves shall be held for such period asthe Members or other Persons so distributing shall deem advisable for thepurpose of disbursing such reserves in payment of such liabilities orobligations and, at the expiration of such period, the balance of such reserves,if any, shall be distributed as hereinafter provided; 

                (iv)fourth, to the Members to the extent of, and in proportion to, theirpositive Capital Accountbalances as adjusted to reflect Company operations up to and including theliquidation. 

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                (b)If the Members or the Persons required by law to wind up the Company'saffairs, in their solediscretion (and whether or not in accordance with Section 6.1(d)), shalldetermine that a portion of the Property should be distributed in kind to theMembers, the Members or such Persons, as the case may be, shall obtain anappraisal as of a date reasonably close to the date of liquidation. The CapitalAccounts shall be adjusted as provided in Section 4.3 to reflect eachMember’s share of the unrealized appreciation (or loss) with respect tosuch distributed Property. The distribution of any such Property (or portionsthereof as tenants in common) in kind to a Member shall be considered adistribution of an amount equal to the Property’s appraised fair marketvalue (or portion thereof) for purposes of this Section 9.1. 

        9.2.Time for Liquidation.  A reasonable time shall be allowed for the orderly liquidationof the assets of the Company and the discharge of liabilities.

        9.3.Statements Upon Dissolution. By no later than one hundred twenty (120)days after the dissolution and termination of the Company, each of the Membersshall be furnished with statements similar, so far as may be practicable, tothose set forth in Section 10.2 hereof prepared by the certified publicaccountant for the Company as of and for the period ending with the date ofcomplete liquidation. 
SECTION 10Books ofAccount, Records and Reports
        10.1.Books and Records of the Company. Proper and complete records and booksof account of the Company shall be kept or caused to be kept by an accountantapproved by the Managing Member, in which shall be entered fully and accuratelyall transactions and such other matters relating to the Company Business as areusually entered into records and books of account maintained by Persons engagedin businesses of a like character. The Company’s annual financialstatements shall be prepared on an accrual basis in accordance with generallyaccepted accounting principles. The books and records shall at all times bemaintained at the principal offices of the Company, and shall be open to thereasonable inspection and examination of any Member or such Member’s dulyauthorized representatives during reasonable business hours. 

        10.2.Tax Information to Members. Within ninety (90) days after the end of eachFiscal Year of the Company, the Company shall send to each Person who was aMember at any time during such Fiscal Year such tax information, including,without limitation, Federal Tax Schedule K-1, as shall be reasonably necessaryfor the preparation of such Member’s federal income tax return. This periodshall be automatically extended by the period of any delay beyond the control ofthe Members, such as a delay resulting from the failure of a third party toprovide required tax information to the Company in a timely manner. 

        10.3.Tax Matters Member. Riggs National Corporation shall be the Tax MattersMember and shall be designated as such on all relevant forms or in any othermanner as designated by applicable law or regulation; provided, however, that ifat any time Riggs National Corporation ceases to be the Managing Member, thenthe Members by Majority vote may select another Member to serve as the TaxMatters Member. The Tax Matters Member shall have all powers needed to performits duties, including, without limitation, the power to retain all attorneys andaccountants of its choice. The Tax Matters Member shall be entitled toreimbursement from the Company for all necessary and reasonable out-of-pocketexpenses incurred in performing his duties as Tax Matters Member. 

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        10.4.Tax Returns. The Managing Member shall cause income and other requiredfederal, state and local tax returns for the Company to be prepared and to betimely filed with the appropriate authorities making such elections as theManaging Member shall reasonably deem to be in the best interest of the Companyand the Members. 
SECTION 11Representationsand Warranties
        Eachof the Members hereby represents and warrants to each of the remaining Membersas follows: 

        11.1.Such Member has power to execute, deliver and perform his obligations under thisAgreement. This Agreement constitutes the valid and binding obligation of suchMember, enforceable against him in accordance with its terms except asenforcement may be limited by laws governing bankruptcy, insolvency and similarmatters and by general principles of equity. 

        11.2.The execution, delivery and performance of his obligations hereunder by suchMember do not conflict with, violate, or constitute a breach or default underany law, regulation, judicial or administrative order, contract, indenture orother agreement to which such Member is a party or subject or by which he may bebound. 

        11.3.There is not pending or, to the best knowledge of such Member, threatened orpending against such Member any claim, suit, action or governmental proceeding,that would, if adversely determined, materially impair the ability of suchMember to perform his obligations hereunder. 
SECTION 12Miscellaneous
        12.1.Notices. All notices under this Agreement shall be in writing and shallbe deemed to have been given when delivered personally, or, if sent by anovernight delivery service maintaining records of receipt, on the first businessday of actual receipt. Notices shall be addressed to the Members at theaddresses set forth on Schedule A or to such other address as the Members shallspecify by written notice to the Company and the other Members. Notices shall beaddressed to the Company at: 800 17th Street, N.W., Washington, D.C.20006, or to such other address as the Company may specify by written notice tothe Members. 

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        12.2.Amendments. This Agreement constitutes the full and complete agreementbetween the parties hereto with respect to the subject matter hereof, andsupersedes all prior agreements, understandings, letters of intent, term sheets,and similar evidences of prior intent. This Agreement may be amended only withthe written consent of the Members by Supermajority Vote; provided, however,that no amendment may materially and adversely affect the rights of any Memberrelative to the other Members without the consent of the adversely affectedMember. 

        12.3.Additional Documents. Each Member agrees to execute and acknowledge alldocuments and writings reasonably necessary to the creation of this Company andthe achievement of its purposes, specifically including, without limitation, acertificate of formation and all amendments thereto, as well as any cancellationthereof. 

        12.4.Successors and Assigns.  Except as herein otherwise provided to the contrary, thisAgreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns.

        12.5.Interpretation and Governing Law. When the context in which words areused in this Agreement indicates that such is the intent, words in the singularnumber shall include the plural, and vice versa, the masculine gender shallinclude the neuter or female gender, and “or” is used in the inclusivesense. Headings or titles contained herein are inserted only as a matter ofconvenience and in no way define, limit, extend or interpret the scope of thisAgreement or any particular Section hereof. This Agreement shall be governed andconstrued in accordance with the laws of the State of Delaware, without givingregard to the conflict of laws provisions thereof. 

        12.6.Severability. If any provision, sentence, phrase or word of thisAgreement or the application thereof to any Person or circumstance shall be heldinvalid, the remainder of this Agreement, or the application of such provision,sentence, phrase or word to Persons or circumstance, other than those as towhich it is held invalid, shall not be affected thereby. 

        12.7.Counterparts.  This Agreement may be executed in several counterparts, each of whichshall be deemed an original, but all of which shall constitute one and the same instrument.

        12.8.Third Parties.  The agreements, covenants and representations contained herein are forthe benefit of the Members hereto and are not for the benefit of any third parties including, without limitation,any creditors of the Company.

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        IN WITNESS WHEREOF, the parties have executed this Operating Agreement as of the day and yearfirst above written.

RIGGS NATIONAL CORPORATION

By:/s/ Timothy C. Coughlin