Unassociated Document


     

    Exhibit
10.1

     

    CORNERSTONE
ROME LTH PARTNERS LLC

    


    a
Delaware limited liability company

    


    OPERATING
AGREEMENT

    


    December
18, 2009

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    TABLE
OF CONTENTS

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    ARTICLE
      I DEFINITIONS

                                  	
                                    1

                                  
	 
      	 
      
	
                                    ARTICLE
      II FORMATION OF THE COMPANY

                                  	
                                    4

                                  
	
                                    2.01  

                                  	 	
                                    Formation

                                  	
                                    4

                                  
	
                                    2.02  

                                  	 	
                                    Name

                                  	
                                    5

                                  
	
                                    2.03  

                                  	 	
                                    Registered
      Office and Registered Agent

                                  	
                                    5

                                  
	
                                    2.04  

                                  	 	
                                    Foreign
      Qualification

                                  	
                                    5

                                  
	
                                    2.05  

                                  	 	
                                    Term

                                  	
                                    5

                                  
	
                                    2.06  

                                  	 	
                                    Purposes

                                  	
                                    5

                                  
	
                                    2.07  

                                  	 	
                                    No
      State Law Partnership

                                  	
                                    5

                                  
	
                                    2.08  

                                  	 	
                                    Partnership
      Classification

                                  	
                                    5

                                  
	 	 	 	 
	
                                    ARTICLE
      III MEMBERS

                                  	
                                    5

                                  
	
                                    3.01  

                                  	 	
                                    Initial
      Members

                                  	
                                    5

                                  
	
                                    3.02  

                                  	 	
                                    Membership
      Units & Member Voting Rights

                                  	
                                    6

                                  
	
                                    3.03  

                                  	 	
                                    Certificates
      of Units

                                  	
                                    6

                                  
	
                                    3.04  

                                  	 	
                                    Additional
      Members

                                  	
                                    6

                                  
	
                                    3.05  

                                  	 	
                                    Liability
      of Members

                                  	
                                    6

                                  
	
                                    3.06  

                                  	 	
                                    Indemnification

                                  	
                                    7

                                  
	
                                    3.07  

                                  	 	
                                    Representations
      and Warranties

                                  	
                                    7

                                  
	
                                    3.08  

                                  	 	
                                    Withdrawal

                                  	
                                    7

                                  
	
                                    3.09  

                                  	 	
                                    Loans
      by or to Members

                                  	
                                    7

                                  
	
                                    3.10  

                                  	 	
                                    No
      Exclusive Duty to Company

                                  	
                                    7

                                  
	 	 	 	 
	
                                    ARTICLE
      IV CAPITAL CONTRIBUTIONS

                                  	
                                    7

                                  
	
                                    4.01  

                                  	 	
                                    Initial
      Capital Contributions

                                  	
                                    7

                                  
	
                                    4.02  

                                  	 	
                                    Additional
      Capital Contributions

                                  	
                                    7

                                  
	
                                    4.03  

                                  	 	
                                    Failure
      to Pay Capital Contributions

                                  	
                                    8

                                  
	
                                    4.04  

                                  	 	
                                    Interest
      on Capital Contributions

                                  	
                                    8

                                  
	
                                    4.05  

                                  	 	
                                    Limitation
      on Member’s Deficit Make-Up

                                  	
                                    8

                                  
	
                                    4.06  

                                  	 	
                                    Capital
      Accounts.

                                  	
                                    8

                                  
	 	 	 	 
	
                                    ARTICLE
      V ALLOCATIONS

                                  	
                                    9

                                  
	
                                    5.01  

                                  	 	
                                    Profits
      and Losses

                                  	
                                    9

                                  
	
                                    5.02  

                                  	 	
                                    Limitations
      on Losses and Profit Chargeback.

                                  	
                                    9

                                  
	
                                    5.03  

                                  	 	
                                    Qualified
      Income Offset.

                                  	
                                    10

                                  
	
                                    5.04  

                                  	 	
                                    Nonrecourse
      Deductions; Minimum Gain; Minimum Gain Chargeback.

                                  	
                                    10

                                  
	
                                    5.05  

                                  	 	
                                    Nonrecourse
      Debt of the Company Where a Member Bears the Economic Risk of
      Loss.

                                  	
                                    10

                                  
	
                                    5.06  

                                  	 	
                                    Tax
      Allocations:  Code Section 704(c).

                                  	
                                    11

                                  
	
                                    5.07  

                                  	 	
                                    Other
      Allocation Rules.

                                  	
                                    12

                                  
	
                                    5.08  

                                  	 	
                                    Construction.

                                  	
                                    12

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      	
                              ARTICLE
      VI DISTRIBUTIONS

                            	
                              13

                            
	
                              6.01  

                            	 	
                              Distributions

                            	
                              13

                            
	
                              6.02  

                            	 	
                              Amounts
      Withheld

                            	
                              13

                            
	
                              6.03  

                            	 	
                              Limitation
      on Distributions

                            	
                              13

                            
	 
      	 	 
      	 
      
	
                              ARTICLE
      VII MEETING OF MEMBERS

                            	
                              13

                            
	
                              7.01  

                            	 	
                              Annual
      Meeting

                            	
                              13

                            
	
                              7.02  

                            	 	
                              Special
      Meetings

                            	
                              13

                            
	
                              7.03  

                            	 	
                              Place
      of Meetings

                            	
                              13

                            
	
                              7.04  

                            	 	
                              Notice
      of Meetings

                            	
                              13

                            
	
                              7.05  

                            	 	
                              Meeting
      of All Members

                            	
                              14

                            
	
                              7.06  

                            	 	
                              Record
      Date

                            	
                              14

                            
	
                              7.07  

                            	 	
                              Quorum

                            	
                              14

                            
	
                              7.08  

                            	 	
                              Manner
      of Acting

                            	
                              14

                            
	
                              7.09  

                            	 	
                              Proxies

                            	
                              14

                            
	
                              7.10  

                            	 	
                              Action
      by Members Without a Meeting

                            	
                              14

                            
	
                              7.11  

                            	 	
                              Waiver
      of Notice

                            	
                              15

                            
	 
      	 	 
      	 
      
	
                              ARTICLE
      VIII RIGHTS DUTIES AND POWERS OF MANAGER

                            	
                              15

                            
	
                              8.01  

                            	 	
                              Management.

                            	
                              15

                            
	
                              8.02  

                            	 	
                              Number,
      Tenure, and Qualifications

                            	
                              15

                            
	
                              8.03  

                            	 	
                              Limitations
      on Powers of Manager

                            	
                              15

                            
	
                              8.04  

                            	 	
                              Liability
      for Certain Acts

                            	
                              17

                            
	
                              8.05  

                            	 	
                              No
      Exclusive Duty to Company

                            	
                              17

                            
	
                              8.06  

                            	 	
                              Delegation
      of Authority

                            	
                              17

                            
	
                              8.07  

                            	 	
                              Bank
      Accounts

                            	
                              17

                            
	
                              8.08  

                            	 	
                              Indemnity
      of the Manager, Employees, and Other Agents

                            	
                              17

                            
	
                              8.09  

                            	 	
                              Resignation

                            	
                              18

                            
	
                              8.10  

                            	 	
                              Removal

                            	
                              18

                            
	
                              8.11  

                            	 	
                              Vacancies

                            	
                              18

                            
	
                              8.12  

                            	 	
                              Compensation
      of the Manager

                            	
                              18

                            
	
                              8.13  

                            	 	
                              Contracting
      with Affiliates

                            	
                              18

                            
	 	 
	
                              ARTICLE
      IX TRANSFER OF MEMBER’S UNITS AND DISASSOCIATION

                            	
                              18

                            
	
                              9.01  

                            	 	
                              Assignment
      and Transfer.

                            	
                              18

                            
	
                              9.02  

                            	 	
                              Disassociation

                            	
                              19

                            
	
                              9.03  

                            	 	
                              Restraining
      Order

                            	
                              20

                            
	 	 
	
                              ARTICLE
      X DISSOLUTION AND LIQUIDATION

                            	
                              20

                            
	
                              10.01

                            	 	
                              Dissolution

                            	
                              20

                            
	
                              10.02

                            	 	
                              Liquidation

                            	
                              20

                            
	
                              10.03

                            	 	
                              Compliance
      With Timing Requirements of Regulations

                            	
                              21

                            
	 	 
	
                              ARTICLE
      XI BOOKS, REPORTS, ACCOUNTING, AND TAX ELECTIONS

                            	
                              21

                            
	
                              11.01

                            	 	
                              Books
      and Records

                            	
                              21

                            
	
                              11.02

                            	 	
                              Fiscal
      Year and Method of Accounting

                            	
                              21

                            


                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
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                          11.03

                        	 	
                          Reports
      and Statements.

                        	
                          22

                        
	
                          11.04

                        	 	
                          Tax
      Elections.

                        	
                          22

                        
	
                          11.05

                        	 	
                          Tax
      Matters Partner

                        	
                          22

                        
	 	 
	
                          ARTICLE
      XII MISCELLANEOUS

                        	
                          23

                        
	
                          12.01

                        	 	
                          Amendments

                        	
                          23

                        
	
                          12.02

                        	 	
                          Bank
      Accounts

                        	
                          23

                        
	
                          12.03

                        	 	
                          Binding
      Effect

                        	
                          23

                        
	
                          12.04

                        	 	
                          Rules
      of Construction

                        	
                          23

                        
	
                          12.05

                        	 	
                          Parties
      Entered Agreement Voluntarily

                        	
                          23

                        
	
                          12.06

                        	 	
                          Choice
      of Law and Severability

                        	
                          23

                        
	
                          12.07

                        	 	
                          Counterparts

                        	
                          23

                        
	
                          12.08

                        	 	
                          Entire
      Agreement

                        	
                          24

                        
	
                          12.09

                        	 	
                          Last
      Day for Performance Other Than a Business Day

                        	
                          24

                        
	
                          12.10

                        	 	
                          Notices

                        	
                          24

                        
	
                          12.11

                        	 	
                          Title
      to Property; No Partition

                        	
                          24

                        
	
                          12.12

                        	 	
                          Resolutions
      of Disputes

                        	
                          24

                        
	
                          12.13

                        	 	
                          Creditors

                        	
                          24

                        
	
                          12.14

                        	 	
                          Execution
      of Additional Instruments

                        	
                          24

                        
	
                          12.15

                        	 	
                          Waivers

                        	
                          24

                        
	
                          12.16

                        	 	
                          Rights
      and Remedies Cumulative

                        	
                          25

                        


                

              

            

          

        

      

    


    
      
         


      

      
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    CORNERSTONE
ROME LTH PARTNERS LLC

    


    OPERATING
AGREEMENT

    


    THIS OPERATING AGREEMENT (this
“Agreement”) is
effective December 18, 2009, and is executed by the undersigned parties (each
individually, a “Member” and
collectively, the “Members”).

     

    WITNESSETH:

    


    WHEREAS, the Members have
formed a limited liability company known as CORNERSTONE ROME LTH
PARTNERS LLC (the “Company”), by filing
a Certificate of Formation (the “Certificate”)
pursuant to the Delaware Limited Liability Company Act (the “Act”);
and

     

    WHEREAS, the parties hereto
desire to set forth in full all of the terms and conditions of their agreements
and respective rights and obligations in this Operating Agreement (hereinafter,
the “Agreement”);

     

    NOW, THEREFORE, in
consideration of the foregoing, of the mutual promises contained herein, and of
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending legally to be bound, hereby
agree as follows:

     

    ARTICLE
I

    DEFINITIONS

     

    As used
in this Agreement, the following capitalized terms shall have the respective
means set forth below:

     

    1.01        “Act”
means the Delaware Limited Liability Company Act, Title 6, Chapter 18 of the
Delaware Code and any successor provisions or acts thereto.

     

    1.02        “Affiliate”
means any of the following Persons or Entities: (a) any Person directly or
indirectly controlling, controlled by, or under common control with the Person
in question; (b) any Person owning any interest in the Person in question;
(c) any officer, director, employee, or partner of the Person in question;
and (d) if the Person in question or any partner of the Person in question
is an officer, director, or partner, any company for which such Person in
question or any partner of the Person acts in any such capacity.

     

    1.03        “Agreement”
means this Operating Agreement and any amendments hereto.

     

    1.04        “Business
Day” means a day other than a Saturday, a Sunday, or a legal holiday on which
federally chartered banks are generally closed for business.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    1.05        “Capital
Account” means the separate account maintained for each Member pursuant to
Section 4.06 hereof.

     

    1.06        “Capital
Contribution” means any contribution to the capital of the Company in cash or
property by a Member whenever made.

     

    1.07        “Code”
means the Internal Revenue Code of 1986, and any successor provisions or codes
thereto.

     

    1.08        “Company”
means CORNERSTONE ROME LTH PARTNERS LLC, a Delaware limited liability
company.

     

    1.09        “Depreciation”
means, for each taxable year or other period, an amount equal to the
depreciation, amortization, or other cost recovery deduction allowable with
respect to an asset for such year or other period, except that if the Value of
an asset differs from its adjusted basis for federal income tax purposes at the
beginning of such year or other period, Depreciation shall be an amount which
bears the same ratio to such beginning Value as the federal income tax
depreciation, amortization, or other cost recovery deduction for such year or
other period bears to such beginning adjusted tax basis; provided, however, that if the federal
income tax depreciation, amortization or other cost recovery deduction for such
year or other period is zero, Depreciation shall be determined with reference to
such beginning Value using any reasonable method selected by the
Manager.

     

    1.10        “Economic
Interest” means the share of a Member or of an Economic Interest Owner in one or
more of Profits, Losses, and distributions of the Company’s assets pursuant to
this Agreement and/or the Act, but it shall not include any right to participate
in the management or affairs of the Company, including the right to vote on,
consent to, or otherwise participate in any decision of the Members or the
Manager.

     

    1.11        “Economic
Interest Owner” means the owner of an Economic Interest who is not a
Member.

     

    1.12        “Entity”
means any general partnership, limited partnership, limited liability company,
corporation, joint venture, trust, business trust, cooperative, association,
foreign trust or foreign business organization.

     

    1.13        “Majority”
means greater than fifty percent (50%).

     

    1.14        “Manager”
or “Managers” means each Manager of the Company chosen as provided in Article
VIII hereof.

     

    1.15        “Member”
shall mean each of the parties who executes this Agreement or a counterpart
hereof and owns one or more Units, and each of the parties who may hereafter
become a Member of the Company according to the terms of this
Agreement.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    1.16       
“Membership Interest” means a Member’s entire interest in the Company including
the Member’s Economic Interest and, if applicable, the right to participate in
the management of the business and affairs of the Company (including the right
to vote on, consent to, or otherwise participate in any decision or action of or
by the Members granted pursuant to this Agreement and/or the Act).

     

    1.17        “Net
Cash from Operations” means the gross cash proceeds from Company operations less
the portion thereof used to pay or establish reserves for all Operating
Expenses, all as determined by the Manager.  “Net Cash from
Operations” shall not be reduced by depreciation, amortization of intangible
assets, cost recovery deductions, or similar allowances, but shall be increased
by any reductions of reserves previously established.

     

    1.18        “Person”
means any individual or Entity, and the heirs, executors, administrators, legal
representatives, successors, and assigns of such “Person” where the context so
permits.

     

    1.19        “Operating
Expenses” shall mean the Company’s expenses (including compensation of the
Manager), debt payments, and costs of capital improvements, replacements, and
contingencies.

     

    1.20        “Profits
and Losses” means, for each taxable year or other period, an amount equal to the
Company’s taxable income or loss for such year or period, determined in
accordance with Code Section 703(a) (for this purpose, all items of income,
gain, loss, or deduction required to be stated separately pursuant to Code
Section 703(a)(1) shall be included in taxable income or loss), with the
following adjustments:

     

    (a)         Any
income of the Company that is exempt from federal income tax and not otherwise
taken into account in computing Profits or Losses pursuant to this definition
shall be added to such taxable income or loss;

     

    (b)         Any
expenditures of the Company described in Code Section 705(a)(2)(B) or treated as
Code Section 705(a)(2)(B) expenditures pursuant to Section
1.704-1(b)(2)(iv)(i) of
the Treasury Regulations, and not otherwise taken into account in computing
Profits or Losses pursuant to this definition, shall be subtracted from such
taxable income or loss;

     

    (c)         Gain
or loss resulting from any disposition of Company property with respect to which
gain or loss is recognized for federal income tax purposes shall be computed by
reference to the Value of the property disposed of, notwithstanding that the
adjusted tax basis of such property differs from its Value;

     

    (d)         In
lieu of the depreciation, amortization, and other cost recovery deductions taken
into account in computing such taxable income or loss, there shall be taken into
account Depreciation for such taxable year or other period hereof;
and

     

    (e)         Notwithstanding
any other provision of this definition, any items which are specially allocated
pursuant to Article V of this Agreement shall not be taken into account in
computing Profits or Losses.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    1.21        “Transfer”
means, with respect to a Unit, to sell, give, assign, bequeath, pledge or
otherwise encumber, divest, dispose of, or transfer ownership or control of all,
any part of, or any interest in the Unit, whether voluntarily or involuntarily;
provided, however, that the term “Transfer” does not include a pledge of the
Units to a financial institution solely as security for indebtedness; provided,
further, that in the case of such a pledge of a Unit to a financial institution,
the term “Transfer” includes any action (including, without limitation, an
action in foreclosure) that is taken by the secured party in order to transfer
any interest in the Unit from the pledgor in connection with the enforcement of
the security interest in the Unit after an event of default under the security
agreement.

     

    1.22        “Treasury
Regulations” means the regulations promulgated under the Code, as such
regulations may be amended from time to time.  All references herein
to specific sections of the Treasury Regulations shall be deemed also to refer
to any corresponding provisions of succeeding Treasury Regulations, and any
references to Temporary Regulations shall be deemed also to refer to any
corresponding provisions of final Treasury Regulations.

     

    1.23        “Units”
means one or more Units authorized and issued by the Company, representing an
ownership interest in the Company and rights as specifically described in this
Agreement.

     

    1.24        “Value”
means, with respect to any asset, the asset’s adjusted basis for federal income
tax purposes, except as follows:

     

    (a)         The
initial Value of any asset contributed by a Member to the Company shall be the
gross fair market value of such asset, as determined by the
Members;

     

    (b)         The
Values of all Company assets shall be adjusted to equal their respective gross
fair market values, as determined by the Members as of the following
times:  (1) the acquisition of any additional interest in the
Company by any new or existing Member in exchange for more than a de minimis
capital contribution; (2) the distribution by the Company to a Member of
more than a de minimis amount of Company property, unless all Members receive
simultaneous distributions of undivided interests in the distributed property in
proportion to their interests in the Company; and (3) the termination of
the Company for federal income tax purposes pursuant to Code Section
708(b)(1)(B); and

     

    (c)         If
the Value of an asset has been determined or adjusted pursuant to (a) or (b)
above, such Value shall thereafter be adjusted by the Depreciation taken into
account with respect to such asset for purposes of computing Profits and
Losses.

     

    ARTICLE
II

    FORMATION
OF THE COMPANY

     

    2.01        Formation.  The
Company was organized as a Delaware limited liability company by filing the
Certificate with the Delaware Secretary of State on December 18, 2009 in
accordance with and pursuant to the Act.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    2.02        Name.  The
name of the Company is CORNERSTONE ROME LTH PARTNERS LLC.

     

    2.03        Registered Office and
Registered Agent.  The
the name of the initial registered agent and the address of the initial
registered office of the Company are set forth in the
Certificate.  The registered office and registered agent may be
changed from time to time by filing the address of the new registered office
and/or the name of the new registered agent with the Delaware Secretary of State
pursuant to the Act.  The Company may locate its principal place of
business at such place or places as it shall deem desirable.  The
location of its principal place of business may or may not be the same as the
registered office and may or may not be in the State of Delaware.

     

    2.04        Foreign
Qualification.  Prior
to the Company’s conducting business in any jurisdiction other than Delaware,
the Manager shall cause the Company to comply, to the extent procedures are
available and those matters are reasonably within the control of the Manager,
with all requirements necessary to qualify the Company as a foreign limited
liability company in that jurisdiction.  Each Member shall execute,
acknowledge, swear to, and deliver all certificates and other instruments
conforming with this Agreement that are necessary or appropriate to qualify,
continue, and terminate the Company as a foreign limited liability company in
all such jurisdictions in which the Company may conduct business.

     

    2.05        Term.  The
Company’s term shall continue until terminated by operation of law or by some
provision of this Agreement.

     

    2.06        Purposes.  The
Company may engage in any lawful business permitted by the Act or the laws of
any jurisdiction in which the Company may do business.

     

    2.07        No State Law
Partnership.  The
Members intend that the Company be operated in a manner consistent with its
treatment as a partnership for federal and state income tax purposes, but shall
not be operated or treated as a “partnership” for any other purpose, including,
but not limited to, Section 303 of the Federal Bankruptcy Code.

     

    2.08        Partnership
Classification.  The
Members hereby agree that the Company shall not be operated as an “association”
taxed as a corporation under the Code and that no election shall be made under
the Treasury Regulations by the Members, the Manager, or any officer to treat
the Company as an “association” taxable as a corporation without the prior
unanimous written consent of the Members.

     

    ARTICLE
III

    MEMBERS

     

    3.01        Initial
Members.  The
names and business addresses of the initial Members of the Company and the
number of Units to be issued to each such Member are set forth on Exhibit A
attached hereto.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    3.02        Membership Units &
Member Voting Rights.  The
Company is authorized to issue one (1) class of Units.  Each
outstanding Unit shall be entitled to one vote upon each matter submitted to a
vote at a meeting of the Members.  Except as otherwise required by
this Agreement or by the Act, a matter submitted to a vote of the Members shall
be deemed approved if Members holding a Majority of the outstanding Units vote
in favor of the matter.

     

    3.03        Certificates of
Units.  Certificates
representing ownership of the Units may be executed and delivered by the Manager
or other designated officer of the Company on behalf of the Company and the form
of any such certificates shall be as determined by the
Members.  Notwithstanding the foregoing, if certificates are executed
and delivered by the Company, such certificates shall be in the name of the
Company and shall set forth the name of the Member and the number of Units owned
or held by each such Member.  All certificates shall be consecutively
numbered or otherwise identified.  All certificates for the Units,
whenever and to whomever issued, shall be endorsed on the reverse thereof with a
legend reading substantially as follows:

     

    “ANY
SALE, ASSIGNMENT, TRANSFER, PLEDGE, OR ANY OTHER DISPOSITION OF THE MEMBERSHIP
UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY, AND SUBJECT TO, THE
TERMS AND PROVISIONS OF AN OPERATING AGREEMENT, DATED AS OF DECEMBER 18,
2009.  A COPY OF SUCH AGREEMENT AND OF ALL AMENDMENTS OR SUPPLEMENTS
THERETO IS ON FILE IN THE PRINCIPAL OFFICE OF THE COMPANY.  BY
ACCEPTANCE OF THIS CERTIFICATE THE HOLDER HEREOF AGREES TO BE BOUND BY THE TERMS
OF SAID AGREEMENT AND ALL AMENDMENTS OR SUPPLEMENTS THERETO.”

     

    3.04        Additional
Members.  The
Company may not issue additional Units, or admit any other Person as an
additional Member, without the consent of all of the Members.  No
Person shall be admitted as a Member of the Company until such Person has agreed
in writing to become bound by and a party to this Agreement.  No new
Member shall be entitled to any retroactive allocation of Profits or
Losses.  The Manager may, at its option, at the time a Member is
admitted, close the Company books (as though the Company’s taxable year had
ended) or make pro rata allocations of Profits and Losses to a new Member for
that portion of the Company’s taxable year in which a Member was admitted in
accordance with the provisions of Code Section 706(d) and the Treasury
Regulations promulgated thereunder.

     

    3.05        Liability of
Members.  No
Member shall be personally liable for any debt, obligation or liability of the
Company.  The failure of the Company to observe any formalities or
requirements relating to the exercise of its powers or management of its
business or affairs under this Agreement or the Act shall not be grounds for
imposing personal liability on the Members or Manager for liabilities of the
Company.


    
      
         


      

      
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    3.06        Indemnification.  The
Company shall indemnify the Members for all costs, losses, liabilities, and
damages paid or accrued by such Member in connection with the business of the
Company to the fullest extent provided or allowed by the Act.

     

    3.07        Representations and
Warranties.  Each
Member hereby represents and warrants to the Company and to each other Member
that: (a) the Member is acquiring the Member’s interest in the Company for the
Member’s own account as an investment; (b) the Member acknowledges that the
interests have not been registered under the Securities Act of 1933 or any state
securities laws, and may not be resold or transferred by the Member without
appropriate registration or the availability of an exemption from such
requirements; and (c) the Member agrees to the terms of the Agreement and to
perform the Member’s obligations hereunder.

     

    3.08        Withdrawal.  Except
as otherwise provided in this Agreement, no Member shall be entitled to
(a) voluntarily withdraw from the Company, (b) withdraw any part of
his or her Capital Contribution from the Company, (c) demand return of his
or her Capital Contribution, or (d) receive property other than cash in
return for his or her Capital Contribution.

     

    3.09        Loans by or to
Members.  No
provision of this Agreement shall be construed so as to prevent a Member from
making secured or unsecured loans to the Company on arm’s-length terms or
guaranteeing any loan or debt of the Company, except that no Member shall make
any loan to the Company without the prior consent or approval of all of the
Members.  The Company shall not make any loans to any Member or to any
Affiliate of a Member without the prior consent or approval of all of the
Members.  Any loan hereunder shall not increase the Member’s Capital
Contribution or entitle the Member to an increased share of the Company’s Cash
Distribution (other than repayment of the loan).

     

    3.10        No Exclusive Duty to
Company.  No
Member shall be required to devote its full energy, time, and skill to the
Company as its sole and exclusive occupation, and each Member may have other
business interests and may engage in other activities in addition to those
relating to the Company.  Neither the Company nor any other Member
shall have any right, by virtue of this Agreement, to share or participate in
such other investments or activities of a Member or in the income or proceeds
derived therefrom.

     

    ARTICLE
IV

    CAPITAL
CONTRIBUTIONS

     

    4.01        Initial Capital
Contributions.  Each
Member shall pay to the Company, as such Member’s initial Capital Contributions,
the amount set forth opposite such Member’s name on Exhibit A.

     

    4.02        Additional Capital
Contributions.  From
time to time, as deemed necessary by the Manager, and approved by the Members
holding a Majority of the Units, the Company shall call for additional Capital
Contributions and give written notice thereof to the Members (each, a “Capital
Call”).  The total amount of each Capital Call shall equal the
amount reasonably determined by the Manager as being necessary for the Company
to pay the Operating Expenses then due or soon becoming due, first taking into
account available cash proceeds from operations and established
reserves.  Within thirty (30) days of the date of a Capital Call, the
Members shall pay to the Company, pro rata according to their ownership of
Units, as additional Capital Contributions, a total amount equal to the Capital
Call.


    
      
         


      

      
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    4.03        Failure to Pay Capital
Contributions.  In
addition to any other remedies available under this Agreement, the Act, or any
other applicable law, if a Member fails to pay when due all or any part of such
Member’s portion of any Capital Contribution according to this Article IV, the
Manager may request the nondefaulting Members to pay the unpaid amount of the
defaulting Member’s Capital Contribution (the “Unpaid
Contribution”).  To the extent the Unpaid Contribution is
contributed by any other Member, the defaulting Member’s ownership of Units
shall be reduced and the Units of each Member who makes up the Unpaid
Contribution shall be increased, so that each Member owns that number of Units
equal to the product of the total number of outstanding Units multiplied by a
fraction, the number of which is that Member’s total Capital Contributions and
the denominator of which is the total Capital Contributions of all
Members.  The Manager shall amend Exhibit A accordingly and issue new
Unit certificates, if necessary.

     

    4.04        Interest on Capital
Contributions.  Capital
Contributions to the Company shall not earn interest.

     

    4.05    
   Limitation on Member’s
Deficit Make-Up.  The
Members shall have no obligation to restore any deficit in their Capital
Accounts, except as specifically provided by this Agreement.

     

    4.06        Capital
Accounts.

     

    (a)         Maintenance of Capital
Accounts.  A separate Capital Account shall be maintained and
adjusted for each Member on the books and records of the Company in accordance
with the Code and the Treasury Regulations.

     

    (1)           Increase.  To
each Member’s Capital Account there shall be added the amount of any cash and
the Value of any property contributed by such Member to the Company (net of
liabilities secured by such contributed property that the Company is considered
to assume, or take subject to, under Code Section 752), such Member’s
distributive share of Profits, any other items in the nature of income or gain
that are allocated pursuant to Article V hereof, and the amount of any
Company liabilities that are assumed by such Member or that are secured by any
Company property distributed to such Member.

     

    (2)           Decrease.  From
each Member’s Capital Account there shall be deducted the amount of cash and the
Value of any Company property (net of liabilities secured by the property that
the Member is considered to assume, or take subject, under Code Section 752)
distributed to such Member pursuant to any provision of this Agreement, such
Member’s distributive share of Losses, any other items in the nature of expenses
or losses that are specially allocated pursuant to Article V hereof, and the
amount of any liabilities of such Member that are assumed by the Company or that
are secured by any property contributed by such Member to the
Company.


    
      
         


      

      
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    (b)         Transfers.  In
the event any interest in the Company is transferred in accordance with the
terms of this Agreement, the transferee shall succeed to the Capital Account of
the transferor to the extent it relates to the transferred interest in
accordance with Section 1.704-1(b)(2)(iv) of the Treasury
Regulations.

     

    (c)         Revaluation.  In
the event the Values of the Company assets are adjusted pursuant to the
definition of the term “Value” in Article I hereof, the Capital Accounts of all
Members shall be adjusted simultaneously to reflect the aggregate net adjustment
as if the Company recognized gain or loss equal to the amount of such aggregate
net adjustment, and such adjustment shall be allocated to the Members in
accordance with Article V hereof.

     

    (d)         Interpretation.  The
manner in which Capital Accounts are to be maintained pursuant to this Section
4.06 is intended to and shall be construed so as to comply with the requirements
of Section 704(b) of the Code and the Treasury Regulations promulgated
thereunder.

     

    ARTICLE
V

    ALLOCATIONS

     

    5.01        Profits and
Losses.  Except
as otherwise provided in Sections 5.02 5.03, 5.04, 5.05, 5.06 and 5.07 hereof,
Profits and Losses shall be allocated among the Members in proportion to the
number of Units owned by the Members as of the first day of the Company’s
taxable year.  If the number of Units owned by any Member changes
during any taxable year of the Company, each Member’s distributive share of
Profits and Losses for such year shall be determined by using any permissible
method chosen by the Manager that is provided for in Code Section 706 and the
Treasury Regulations issued thereunder.

     

    5.02        Limitations on Losses and
Profit Chargeback.

     

    (a)         Allocation of
Losses.  To the extent the allocation of any Losses to a Member
would cause the Member to have an adjusted capital account deficit at the end of
any fiscal year of the Company, then such Losses shall not be allocated to such
Member, but rather shall be specially allocated to other Members having positive
capital account balances in proportion to such positive balances.

     

    (b)         Profit
Chargeback.  To the extent any Losses have been specially
allocated to one or more Members in accordance with subparagraph (a) of this
Section 5.02, then Profits shall thereafter first be specially allocated to such
Members in proportion to the cumulative amount of Losses previously allocated to
such Members until the cumulative amount of Profits allocated to such Members
under this subparagraph (b) equals the cumulative amount of Losses previously
allocated to such Members under such subparagraph (a).


    
      
         


      

      
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    5.03        Qualified Income
Offset.  If
any Member unexpectedly receives any adjustments, allocations, or distributions
described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or
1.704-1(b)(2)(ii)(d)(6) of the Treasury
Regulations, then items of Company income and gain (consisting of a pro rata
portion of each item of income, including gross income and gain) shall be
specially allocated to such Member in an amount and manner sufficient to
eliminate the deficit balance (but only to the extent such deficit balance
exceeds the sum of the Member’s share of Company Minimum Gain  and the
amount of any deficiency that such Member is required to restore in its Capital
Account upon the liquidation of the Company) in its Capital Account created by
such adjustment, allocation, or distribution as quickly as possible to the
extent required by the Treasury Regulations promulgated under Code Section
704.  Any special allocations of items of income or gain pursuant to
this Section 5.03 shall be taken into account in computing subsequent
allocations of Profits and Losses pursuant to this Article V, so that the net
amount of any items so allocated and the Profits, Losses, and other items
allocated to each Member pursuant to this Article V shall, to the extent
possible, be equal to the net amount that would have been allocated to each such
Member pursuant to the provisions of this Article V if such unexpected
adjustment, allocation, or distribution had not occurred.

     

    5.04        Nonrecourse Deductions;
Minimum Gain; Minimum Gain Chargeback.

     

    (a)         Allocation of Nonrecourse
Deductions.  Nonrecourse Deductions shall be allocated pro rata
to each Member in accordance with such Members’ proportionate interest in the
Profits and Losses of the Company as set forth in Section 5.01.

     

    (b)         Minimum Gain
Chargeback.  If there is a net decrease in Company Minimum Gain
for a fiscal year of the Company, then each Member shall be allocated items of
income and gain for such year (and, if necessary, for subsequent years) in
accordance with Section 1.704-2(f) of the Treasury Regulations.

     

    (c)         Definitions.  For
purposes of this Agreement:

     

    (1)           Nonrecourse
Deductions.  “Nonrecourse Deductions” shall be determined in
accordance with and have the meaning ascribed to such term
by  Sections 1.704-2(b)(1) and -2(c) of the Treasury
Regulations.

     

    (2)           Member’s Share of Company
Minimum Gain.  A Member’s share of Company Minimum Gain shall
be determined in accordance with and have the meaning ascribed to such term by
Section 1.704-2(g) of the Treasury Regulations.

     

    5.05        Nonrecourse Debt of the
Company Where a Member Bears the Economic Risk of Loss.

     

    (a)         General
Allocation.  Any item of loss, deduction, or expenditure
described in Code Section 705(a)(2)(B) that is attributable to a Member
Nonrecourse Debt shall be allocated to the Member that bears the Economic Risk
of Loss with respect to such Member Nonrecourse Debt, in accordance with this
Section 5.05.


    
      
         


      

      
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    (b)         Determination of Member
Nonrecourse Deduction.  The amount of Member Nonrecourse
Deductions with respect to a Member Nonrecourse Debt shall be determined in
accordance with Section 1.704-2(i) of the Treasury Regulations.

     

    (c)         Chargeback of Items of
Income and Gain.  If there is a net decrease during a fiscal
year of the Company in the Member Nonrecourse Debt Minimum Gain attributable to
a Member Nonrecourse Debt, then any Member with a share of Member Nonrecourse
Debt Minimum Gain attributable to such debt at the beginning of such year shall
be allocated items of Company income and gain for such year (and, if necessary,
for subsequent years) equal to that Member’s share of the net decrease in Member
Nonrecourse Debt Minimum Gain.

     

    (d)         Member’s Share of Minimum
Gain Attributable to Member Nonrecourse Debt.  A Member’s share
of Member Nonrecourse Debt Minimum Gain attributable to Member Nonrecourse Debt
shall be determined in accordance with Section 1.704-2(i)(5) of the Treasury
Regulations.

     

    (e)         Definitions.  For
purposes of this Agreement:

     

    (1)           Member Nonrecourse
Debt.  “Member Nonrecourse Debt” means any Nonrecourse Debt of
the Company for which any Member (or related person within the meaning of
Section 1.752-4(b) of the Treasury Regulations) bears the Economic Risk of
Loss.

     

    (2)           Nonrecourse
Debt.  “Nonrecourse Debt” shall have the meaning ascribed to
such term by Section 1.752-1(a)(2) of the Treasury Regulations.

     

    (3)           Economic Risk of
Loss.  The determination of whether a Member bears the
“Economic Risk of Loss” with respect to any liability of the Company shall be
made in accordance with Section 1.752-2 of the Treasury
Regulations.

     

    (4)           Member Nonrecourse Debt
Minimum Gain.  “Member Nonrecourse Debt Minimum Gain” shall
have the meaning ascribed to such term by Section 1.704-2(i) of the Treasury
Regulations.

     

    5.06  
     Tax
Allocations:  Code Section 704(c).  In
accordance with Code Section 704(c) and the Treasury Regulations thereunder,
income, gain, loss, and deduction with respect to any property contributed to
the capital of the Company shall, solely for tax purposes, be allocated among
the Members so as to take account of any variation between the adjusted basis of
such property to the Company for federal income tax purposes and its initial
Value (computed in accordance with Part (a) of the definition of the term
“Value” in Article I hereof); using the “Traditional Method” of making Code
Section 704(c) allocations.  In the event the Value of any Company
property is adjusted pursuant to Part (b) of the definition of the term “Value”
in Article I hereof, subsequent allocations of income, gain, loss, and deduction
with respect to such asset shall take account of any variation between the
adjusted basis of such asset for federal income tax purposes and its Value in
the same manner as under Code Section 704(c) and the Treasury Regulations
thereunder.  Any elections or other decisions relating to such
allocations shall be made by the Members in any manner that reasonably reflects
the purpose and intention of this Agreement.  Allocations pursuant to
this Section 5.06 are solely for purposes of federal, state, and local taxes and
shall not affect, or in any way be taken into account in computing any Member’s
Capital Account or share of Profits, Losses, or other items, or distributions
pursuant to any provision of this Agreement.


    
      
         


      

      
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    5.07        Other Allocation
Rules.

     

    (a)         Allocations Upon the
Admission of Additional Members.  In the event additional
Members are admitted to the Company pursuant to Section 3.02 hereof on different
dates during any fiscal year, the Profits (or Losses) allocated to the Members
for each such fiscal year shall be allocated among the Members in proportion to
the interest in the Company each holds from time to time during such fiscal
years in accordance with Code Section 706, using any convention permitted by law
and selected by the Board of Managers.

     

    (b)         Items Not Specifically Dealt
With.  Except as otherwise provided in this Agreement, all
items of Company income, gain, loss, deduction, and any other allocations not
otherwise provided for shall be divided by allocating such items to each Member
in accordance with such Member’s percentages in the Profits and Losses of the
Company as set forth in Section 5.01.

     

    (c)         Allocations Within
Periods.  For purposes of determining the Profits, Losses, or
any other items allocable to any period, Profits, Losses, and any such other
items shall be determined on a daily, monthly, or other basis, as determined by
the Board of Managers using any permissible method under Code Section 706 and
the Treasury regulations thereunder.

     

    (d)         Allocations Binding on
Members.  The Members are aware that they are subject to income
tax on their share of the Profits and Losses of the Company and they hereby
agree to be bound by the provisions of this Article V in reporting their
percentage of Company income and loss for income tax purposes.

     

    5.08        Construction.  The
provisions of this Article V (and other related provisions in this Agreement)
pertaining to the allocation of items of Company income, gain, loss, deductions,
and credits shall be interpreted consistently with the Treasury Regulations
issued under Code Section 704, and to the extent unintentionally inconsistent
with such Treasury Regulations, shall be deemed to be modified to the extent
necessary to make such provisions consistent with the Treasury
Regulations.


    
      
         


      

      
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    ARTICLE
VI

    DISTRIBUTIONS

     

    6.01        Distributions.  Net
Cash from Operations shall be distributed to the Members monthly in the
following order:

     

    (a)         First,
in proportion to the remaining balance of Capital Contributions which were paid
by each Member and not returned to such Member, until the cumulative amount of
Capital Contributions paid by each Member has been returned to such Member;
then

     

    (b)         Second,
in proportion to the Units held by the Members.

     

    6.02        Amounts
Withheld.  All
amounts withheld pursuant to the Code or any provision of any state or local tax
law with respect to any payment or distribution to the Members shall be treated
as amounts distributed to the Members pursuant to this Article VI for all
purposes under this Agreement.

     

    6.03        Limitation on
Distributions.  Notwithstanding
any other provision contained herein to the contrary, no distributions may be
declared and made if, after giving effect to such distributions, any of the
following would occur: (a) the Company would not be able to pay its debts as
they become due in the usual course of business; (b) the Company’s total assets
would be less than its total liabilities; (c) such distribution would otherwise
be in violation of the Act or (d) the distribution exceeds a Member’s Capital
Account, if other Members have a positive Capital Account.

     

    ARTICLE
VII

    MEETING
OF MEMBERS

     

    7.01        Annual
Meeting.  Annual
meetings of the Members may be held at such time as shall be determined by
resolution of all of the Members, for the purpose of the transaction of such
business as may come before the meeting.

     

    7.02        Special
Meetings.  Special
meetings of the Members, for any purpose or purposes, unless otherwise
prescribed by statute, may be called by the Manager.

     

    7.03        Place of
Meetings.  The
Manager may designate any place as the place of meeting for any meeting of the
Members.  If no such designation is made and the Members do not agree
on another location, then the place of meeting shall be the principal executive
office of the Company.  Meetings may be held
telephonically.

     

    7.04        Notice of
Meetings.  Except
as provided in Section 7.05 hereof, written notice stating the place, day, and
hour of the meeting and the purpose or purposes for which the meeting is called
shall be delivered no fewer than five (5) nor more than sixty (60) days before
the date of the meeting, either personally or by mail, by or at the direction of
the Manager or Member(s) calling the meeting, to each Member required or
permitted to vote on any matter expected to be addressed at such
meeting.  If mailed, the notice shall be deemed to be delivered three
(3) calendar days after being deposited in the United States mail, addressed to
the Member at the address of the Member as it appears on the books of the
Company, with postage thereon prepaid.


    
      
         


      

      
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    7.05        Meeting of All
Members.  If
all of the Members required or permitted to vote on a matter shall meet at any
time and place, and consent to the holding of a meeting at that time and place,
then the meeting shall be valid without call or notice, and at the meeting any
lawful action may be taken with respect to such matter.  Such meetings
may be held telephonically.

     

    7.06        Record
Date.  For
the purpose of determining Members entitled to notice of or to vote at any
meeting of Members or any adjournment of the meeting, or Members entitled to
receive payment of any distribution, or to make a determination of Members for
any other purpose, the date on which notice of the meeting is mailed or the date
on which the resolution declaring the distribution is adopted, as the case may
be, shall be the record date for the determination of Members.  When a
determination of Members entitled to vote at any meeting of Members has been
made as provided in this Section, the determination shall apply to any
adjournment of the meeting.

     

    7.07        Quorum.  A
quorum of the Members shall be required at every meeting of the
Members.  Members holding at least a Majority of the Units,
represented in person or by proxy, at any meeting of Members shall constitute a
quorum of the Members.  In the absence of a quorum at any meeting of
Members, Members holding a Majority of the Units so represented may adjourn the
meeting from time to time for a period not to exceed sixty (60) days without
further notice.  However, if adjournment is for more than sixty (60)
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, then a notice of the adjourned meeting shall be given to each Member of
record.  At an adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally noticed.

     

    7.08        Manner of
Acting.  If
a quorum of Members is present at a meeting, the affirmative vote of the Members
holding a Majority of the Units represented at such meeting shall be the act of
the Members, except as otherwise required by the Act, by the Articles, or by
this Agreement.

     

    7.09        Proxies.  At
all meetings of Members, a Member entitled to vote may vote in person or by
proxy executed in writing by the Member or by a duly authorized
attorney-in-fact.  The proxy shall be filed with the Manager before or
at the time of the meeting.  No proxy shall be valid after three (3)
months from the date of its execution, unless otherwise provided in the
proxy.

     

    7.10        Action by Members Without a
Meeting.  Action
required or permitted to be taken at a meeting of Members may be taken without a
meeting if the action is evidenced by one or more written consents describing
the action taken, and signed by all of the Members.  All such consents
shall be delivered to the Manager for inclusion in the minutes or for filing
with the Company records.  Action taken under this Section is
effective when the Members required hereby have signed the consent, unless the
consent specifies a different effective date.


    
      
         


      

      
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    7.11        Waiver of
Notice.  When
any notice is required to be given to any Member, a waiver of the notice in
writing signed by the person entitled to the notice, whether before, at, or
after the time stated therein, shall be equivalent to the giving of the
notice.

     

    ARTICLE
VIII

    RIGHTS
DUTIES AND POWERS OF MANAGER

     

    8.01        Management.

     

    (a)         General Authority and
Powers.  The business and affairs of the Company shall be
directed, managed, and controlled by the Manager.  The Manager shall
have full and complete authority, power, and discretion to, and shall, manage,
direct, and control the business, affairs, and properties of the Company, make
all decisions regarding the same, and perform any and all acts or activities
customary or incident to the Company’s business, all without obtaining the
consent of the Members, except as required by Section 8.03 hereof and as
required by nonwaivable provisions of applicable law.  Unless
authorized to do so by this Agreement or by the Manager, no attorney-in-fact,
employee, or other agent of the Company shall have any power or authority to
bind the Company in any way, to pledge its credit, or to render it liable for
any purpose.  No Member shall have any power or authority to bind the
Company and no Member shall purport to speak for or act on behalf of the
Company, unless such Member has been authorized by the Manager to act as an
agent of the Company and then only in accordance with such
authorization.

     

    (b)         Reliance by Third
Parties.  Any person dealing with the Company, other than a
Member, may rely on the authority of the Manager or any officer of the Company
in taking any action that is in the name of the Company without inquiry into the
provisions of this Agreement or compliance therewith.  Every
instrument purporting to be the action of the Company and executed by the
Manager or any officer of the Company shall be conclusive evidence in favor of
any person relying thereon or claiming thereunder that, at the time of delivery
thereof, this Agreement was in full force and effect and that the execution and
delivery of that instrument is duly authorized by the Manager and the
Company.

     

    8.02        Number, Tenure, and
Qualifications.  The
Company shall have one Manager.  The Manager shall so serve until its
resignation or removal.  The Manager need not be a resident of the
State of Delaware or a Member of the Company.  The initial Manager of
the Company shall be CGI HEALTHCARE OPERATING PARTNERSHIP, LP.

    


    8.03        Limitations on Powers of
Manager.  Notwithstanding
any other provision of this Agreement, the Manager shall have no authority to
take any of the following actions on behalf of the Company without obtaining the
written consent of all of the Members (which consent will be deemed given by a
Member if such Member fails to respond to a request for such consent hereof
within thirty (30) days after receipt of such a request):


    
      
         


      

      
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    (a)         Sell,
finance, convey, assign, transfer or otherwise dispose of or refinance all or a
substantial portion of the assets of the Company;

     

    (b)         Enter
into any merger or consolidation of the Company with or into any other business
entity;

     

    (c)         Change
the name of the Company, or the location of its principal office to a location
outside the state of its current location;

     

    (d)         Amend
or cancel the Certificate of Formation of the Company or change the state of
organization of the Company;

     

    (e)         Admit
a new Member;

     

    (f)       
  Add an additional Manager;

     

    (g)         Incur
any lease (as lessee), conveyance, mortgage or other indebtedness not included
in any budget approved by the Members holding a Majority of the Units in excess
of $10,000.00 in principal amount in the aggregate or requiring aggregate
payments by the Company in excess of $20,000.00 in any year;

     

    (h)         Make
a loan on behalf of the Company, except for the extension of credit to customers
for the purchase of goods or services of the Company in the ordinary course of
business of the Company, or cause the Company to guarantee the obligations of
another Person;

     

    (i)          Incur
or enter into any lease, conveyance, mortgage or other agreement or indebtedness
on behalf of the Company which requires the personal guarantee of any Member or
any Affiliate of any Member;

     

    (j)          Settle
any claims or lawsuits against the Company (other than negligence cases covered
by insurance) or commence or overtly threaten any lawsuit or other legal action
on behalf of the Company against a third party;

     

    (k)         Do
any act which is in contravention of this Agreement or any other agreement to
which the Company is a party;

     

    (l)          Do
any act which would make it impossible to carry on the ordinary business of the
Company;

     

    (m)        Make
an election or take any action that would cause the Company to be treated for
federal income purposes as an association taxable as a corporation;
or

     

    (n)         Except
as permitted by this Agreement, take any action that would cause the dissolution
of the Company.


    
      
         


      

      
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    8.04        Liability for Certain
Acts.  The
Manager shall perform its managerial duties in good faith, in a manner it
reasonably believes to be in the best interests of the Company, and with such
care as an ordinarily prudent person in a like position would use under similar
circumstances.  A Manager who so performs the duties of the Manager
shall not be liable to the Company or to any Member for any loss or damage
sustained by the Company or any Member, unless the loss shall have been the
result of fraud, deceit, gross negligence, willful misconduct or a wrongful
taking by the Manager.

     

    8.05        No Exclusive Duty to
Company.  The
Manager shall not be required to manage the Company as its sole and exclusive
function, and the Manager may have other business interests and may engage in
other activities in addition to those relating to the
Company.  Neither the Company nor any Member shall have any right, by
virtue of this Agreement, to share or participate in such other investments or
activities of the Manager or in the income or proceeds derived
therefrom.  If the Manager complies with the requirements of Section
8.04 hereof, the Manager shall incur no liability to the Company or to any of
the Members as a result of engaging in any such other business or
venture.

     

    8.06        Delegation of
Authority.  The
Manager may, from time to time, delegate to one or more individuals such
authority and duties as the Manager may deem advisable to carry out the
day-to-day business of the Company and may enter into contracts with such
individuals for such purpose.  In addition, the Manager may, from time
to time, assign titles (including, president, vice president, secretary and
treasurer) to any such individuals selected by the Manager; provided, however,
the title “President” shall be reserved for the Manager only.  Unless
the Manager decides otherwise, if the title is one commonly used for officers of
a business corporation, the assignment of such title shall constitute the
delegation of the authority and duties that are normally associated with that
office, subject to any specific delegation of authority and duties made pursuant
to this Section 8.06.  Any number of titles may be held by the same
individual.  Any delegation pursuant to this Section 8.06 may be
revoked at any time by the Manager.  Persons so delegated under this
Section 8.06 need not be residents of the State of Delaware or Members of the
Company.

     

    8.07        Bank
Accounts.  The
Manager may from time to time open, maintain, and close bank accounts in the
name of the Company, and the Manager shall be the sole signatory thereon, unless
all of the Members determine otherwise.

     

    8.08        Indemnity of the Manager,
Employees, and Other Agents.  The
Company shall, to the maximum extent provided by law, indemnify, defend, and
hold harmless the Manager, to the extent of the Company’s assets, for, from, and
against any liability, damage, cost, expense, loss, claim, or judgment incurred
by the Manager arising out of any claim based upon acts performed or omitted to
be performed by the Company, its Members, the Manager or any of its or their
employees or agents in connection with the business of the Company acting in
capacity as the Manager, including without limitation, attorneys’ fees and costs
incurred by the Manager in settlement or defense of such claims.  The
Manager shall determine, in its sole discretion, whether and to what extent the
Company will indemnify any employees or other agents of the
Company.  Notwithstanding the foregoing, no Manager, or employee or
agent of the Company (each, an “Actor”) shall be so
indemnified, defended, or held harmless for claims based upon acts or omissions
in the breach of this Agreement or which constitute fraud, willful misconduct,
or breach of a fiduciary duty to the Company or to the
Members.  Amounts incurred by an Actor in connection with any action
or suit arising out of or in connection with Company affairs shall be reimbursed
by the Company if such action or suit does arise in a matter for which
indemnification is available under this Section 8.08 (provided that the Company
shall in all events advance expenses of defense but only if the Actor undertakes
in writing to repay the advanced funds to the Company if the Actor is finally
determined by a court of competent jurisdiction to not be entitled to
indemnification pursuant to the provisions of this Section
8.08).


    
      
         


      

      
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    8.09        Resignation.  The
Manager may resign at any time by giving written notice to the Members of the
Company.  The resignation of the Manager shall take effect upon
receipt of notice thereof or at such later date specified in such notice; and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.  The resignation of a Manager who
is also a Member shall not affect the Manager’s rights as a Member and shall not
constitute a withdrawal of a Member.

     

    8.10        Removal.  The
Manager may be removed at any time, with or without cause, by the affirmative
vote of Members holding a Majority of the Units.  The removal of a
Manager who is also a Member shall not affect the Manager’s rights as a Member
and shall not constitute a withdrawal of a Member.  The Members other
than any Member who serves as Manager may remove such Manager for cause in the
event of a breach of such Manager of the terms of this Agreement, or in the
event of the gross negligence or willful misconduct thereof in the performance
of such Manager’s obligations hereunder.

     

    8.11        Vacancies.  If
a Manager resigns or is removed, its successor shall be chosen by the
affirmative vote of Members holding a Majority of the Units (excluding, in the
event a Member is removed as Manager, the vote of such Member).

     

    8.12        Compensation of the
Manager.  The
Company shall pay the Manager, as compensation for the Manager’s services as
such, such amounts with such frequency as shall be determined by consent of all
of the Members.  No Manager shall be prevented from receiving such
compensation because it is also a Member of the Company.

     

    8.13        Contracting with
Affiliates.  The
Manager is expressly authorized to contract with any Member or an Affiliate of
any Member relating to the operation of the Company, provided only that the fees
under any such contract are at market rates and the other terms are in all
respects reasonable and fair to the Company.

     

    ARTICLE
IX

    TRANSFER
OF MEMBER’S UNITS

    AND
DISASSOCIATION

     

    9.01        Assignment and
Transfer.

     

    (a)         Generally.  Except
as otherwise provided herein, the Members agree and covenant not to Transfer or
permit to be Transferred all or any portion of the Units that they now own or
hereafter acquire, except with the prior written consent of all of the
Members.


    
      
         


      

      
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    (b)         No
Membership.  A Transfer of any Units in the Company entitles
the Transferee of such Units to receive only the Economic Interest to which the
Transferor of such Units in the Company would have otherwise been
entitled.  The Transferee obtains no right to vote or participate in
the management of the business and affairs of the
Company.  Notwithstanding the foregoing, a Transferee shall be
included within the term “Member” for all purposes of this Article IX, except
for purposes of the rights of a Member to purchase Units of other
Members/Transferees.

     

    (c)         Membership.  The
Transferor remains a Member of the Company with all rights to vote and manage
unless and until nontransferring Members owning a Majority of the outstanding
Units in the Company (other than the Units held by the Transferor or the
Transferee) consent, in their sole discretion, which can be unreasonably
withheld, to make the Transferee a Member.  A Member may not withdraw
from the Company except with the consent of nonwithdrawing Members owning a
Majority of the outstanding Units in the Company (other than the Units held by
the Member seeking to withdraw).  If a Member dies or transfers all of
the Member’s Units during lifetime and any Transferee is not approved as a
Member pursuant to this Section 9.01(c), the Units held by such Transferee under
the terms of Section 9.01(c) hereof shall be voted for all purposes hereunder by
the remaining Members in the same manner as and in proportion to the Units voted
by such Members.

     

    (d)         No
Dissolution.  A mere Transfer of a Unit or Units does not
result in dissolution of the Company.

     

    9.02        Disassociation.  A
person ceases to be a Member of the Company upon the occurrence of, and at the
time of, any Event of Bankruptcy (as defined below), unless the Members
unanimously consent to continue the person as a Member.  For purposes
of this Agreement, an “Event of Bankruptcy” shall mean the occurrence of any of
the following events:

     

    (a)         An
assignment for the benefit of creditors;

     

    (b)         The
filing of a voluntary petition of bankruptcy;

     

    (c)         The
adjudication of bankruptcy or insolvency or the entry of an order for relief in
any bankruptcy or insolvency proceeding;

     

    (d)         The
filing of a petition or answer seeking any reorganization, arrangement,
composition, readjustment, liquidation, dissolution, or similar relief under any
statute, law, or regulation;

     

    (e)         Seeking,
consenting to, or acquiescence to the appointment of a trustee for, receiver
for, or liquidation of all or any substantial part of the property of the
Shareholder; or


    
      
         


      

      
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    (f)         Any
proceeding seeking reorganization, arrangement, composition, readjustment,
liquidation, dissolution, or similar relief under any statute, law, or
regulation that continues for one hundred twenty (120) days after the
commencement thereof, or the appointment of a trustee, receiver, or liquidator
of all or any substantial part of the property thereof without agreement or
acquiescence, which appointment is not vacated or stayed during the 120-day
period, or, if the appointment is stayed, for 120 days after the expiration of
the stay during which period the appointment is not vacated.

     

    9.03        Restraining
Order.  In
the event that any Member shall at any time Transfer or attempt to Transfer its
Units in violation of the provisions of this Agreement and any rights hereby
granted, then the other Members and the Company shall, in addition to all rights
and remedies at law and in equity, be entitled to a decree or order restraining
and enjoining such Transfer (including reimbursement by such Member of all fees
and expenses incurred by the other Members and the Company in obtaining such
decree or order), and the offending Member shall not plead in defense thereto
that there would be an adequate remedy at law; it being hereby expressly
acknowledged and agreed that damages at law will be an inadequate remedy for a
breach or threatened breach of the violation of the provisions concerning
transfer set forth in this Agreement.

     

    ARTICLE
X

    DISSOLUTION
AND LIQUIDATION

     

    10.01      Dissolution.  The
Company shall be dissolved and its affairs shall be wound up upon the happening
of the first of the following:

     

    (a)         The
written consent of all of the Members;

     

    (b)         The
sale of all of the assets of the Company;

     

    (c)         The
Company being adjudicated insolvent or bankrupt; or

     

    (d)         Entry
of a decree of judicial dissolution.

     

    10.02      Liquidation.  Upon
dissolution of the Company, the Manager shall liquidate the Company’s assets and
shall do so as promptly as is consistent with obtaining fair value for them, and
shall apply and distribute the assets of the Company as follows:

     

    (a)         First,
to the payment and discharge of all of the Company’s debts and liabilities to
creditors of the Company other than the Members;

     

    (b)         Second,
to the payment and discharge of all of the Company’s debt and liabilities to
creditors of the Company that are Members; and

     

    (c)         Third,
to the Members in accordance with their Capital Accounts, after giving effect to
all contributions, distributions, and allocations required by this Agreement for
all periods.


    
      
         


      

      
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    10.03      Compliance With Timing
Requirements of Regulations.  In
the event the Company is “liquidated” within the meaning of Treasury Regulation
Section 1.704-1(b)(2)(ii)(g), distributions shall be
made pursuant to this Article X by the end of the fiscal year in which such
liquidation occurs, or if later, within ninety (90) days of such
liquidation.  Distributions pursuant to the preceding sentence may be
distributed to a trust established for the benefit of the Members for the
purposes of liquidating Company assets, collecting amounts owed to the Company
and paying any contingent or unforeseen liabilities or obligations of the
Company or of the Manager arising out of or in connection with the
Company.  The assets of any such trust shall be distributed to the
Members from time to time, in the reasonable discretion of the Manager in the
same proportions as the amount distributed to such trust by the Company would
otherwise have been distributed to the Members pursuant to this Operating
Agreement; provided, however, that such trust may only be created if the Company
has received an opinion from counsel, which is generally recognized as being
capable and qualified in the area of federal income taxation, that such trust
will not be classified as an association which would be taxed as a corporation
for federal income tax purposes.

     

    ARTICLE
XI

    BOOKS,
REPORTS, ACCOUNTING,

    AND
TAX ELECTIONS

     

    11.01    
Books and
Records.  The
Company shall maintain or cause to be maintained, at the Company’s principal
place of business, complete and accurate books and records with respect to all
Company business and transactions.  Such books and records shall be at
all times during normal business hours open to inspection by any Member upon
reasonable advance notice.  At a minimum, the Company shall keep the
following books and records at the principal place of business of the Company:
(a) a list of the full name(s) and last known business addresses of each current
and former Member and Manager in alphabetical order, setting forth the date on
which such person became a Member or Manager and the date, if applicable, on
which the person ceased to be a Member or Manager; (b) a copy of the Certificate
and all articles of amendment, together with executed copies of any powers of
attorney pursuant to which any certificate has been executed; (c) a copy of all
operating agreements and all amendments thereof, including any prior operating
agreements no longer in effect; (d) copies of the Company’s federal, state, and
local income tax returns and reports for the three (3) most recent years; (e)
copies of any effective written Company agreements and of any financial
statements of the Company for the three (3) most recent years; (f) all such
other records as may be required by law; and (g) full and true books of
account.

     

    11.02      Fiscal Year and Method of
Accounting.  The
Company’s fiscal year for both tax and financial reporting purposes shall be the
calendar year.  The method of accounting for both tax and financial
reporting purposes shall be the cash method.


    
      
         


      

      
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    11.03      Reports and
Statements.

     

    (a)         Annual Tax
Reports.  Within the first ninety (90) days following the end
of each taxable year of the Company, the Company shall deliver to the Members
the following information with respect to the just completed taxable year of the
Company:

     

    (1)           Preparation of
Returns.  Such information as shall be necessary for the
preparation by the Members of their federal, state, and local income and other
tax returns; and

     

    (2)           Tax
Information.  A copy of all income tax and information returns
to be filed by the Company for the preceding taxable year of the
Company.

     

    (b)         Annual Financial
Reports.  Within the first ninety (90) days following the end
of each fiscal year of the Company, the Company shall deliver to the Members
unaudited financial statements of the Company for the just completed fiscal
year, prepared at the expense of the Company, which financial statements shall
set forth, as of the end of and for the preceding fiscal year, the
following:

     

    (1)           A
profit and loss statement and a balance sheet of the Company;

     

    (2)           Members’
equity and changes in financial position;

     

    (3)           The
balances in the Capital Accounts of each Member; and

     

    (4)           Such
other information as, in the judgment of the Members, shall be reasonably
necessary for the Members to be advised of the financial status and results of
operations of the Company.

     

    11.04     
Tax
Elections.

     

    (a)         General.  Upon
the written consent of all of the Members, the Manager shall have the authority
to make or revoke any elections on behalf of the Company for tax
purposes.

     

    (b)         Section 754
Election.  In the event of a Transfer of all or part of the
interest of a Member in the Company, at the request of the transferee, the
Manager may, upon the written consent of all of the Members, cause the Company
to elect, pursuant to Code Section 754, or the corresponding provision of
subsequent law, to adjust the basis of the Company property as provided by Code
Sections 734 and 743.

     

    11.05      Tax Matters
Partner.  The  Member
designated from time to time by consent of the Members holding a Majority of the
Units shall be the “tax matters partner” of the Company, as provided in
regulations pursuant to Code Section 6231, and shall perform such duties as are
required or appropriate thereunder.  The tax matters partner shall
give to the other Members prompt written notice upon receipt of information that
the Internal Revenue Service or any other taxing authority intends to examine
any Company tax return or the books and records of the Company.  The
tax matters partner shall promptly furnish to the other Members copies of all
notices or other written communications received by the tax matters partner from
the Internal Revenue Service (except such notices or communications as are sent
directly to the other Members by the Internal Revenue Service).  The
Manager shall be the initial tax matters partner.


    
      
         


      

      
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    ARTICLE
XII

    MISCELLANEOUS

     

    12.01      Amendments. No
amendment to this Agreement shall be effective or binding upon the Members
unless the same shall have been approved by all of the Members.

     

    12.02      Bank
Accounts.  Company
funds shall be deposited in the name of the Company in accounts designated by
the Manager and withdrawals shall be made only by persons duly authorized by the
Manager.

     

    12.03      Binding
Effect.  This
Agreement shall be binding upon and shall inure to the benefit of all the
Members and, to the extent permitted by this Agreement, their legal
representatives, heirs, successors, and permitted assigns.

     

    12.04      Rules of
Construction.  The
captions in this Agreement are inserted only as a matter of convenience and in
no way affect the terms or intent of any provision of this
Agreement.  All defined phrases, pronouns, and other variations
thereof shall be deemed to refer to the masculine, feminine, neuter, singular,
or plural, as the actual identity of the subject may require.  No
provision of this Agreement shall be construed against any party hereto by
reason of the extent to which such party or its counsel participated in the
drafting hereof.

     

    12.05      Parties Entered Agreement
Voluntarily.  The
parties represent and agree that this Agreement was prepared by Company’s
counsel, Foley & Lardner LLP, and that each of them fully
understands this Agreement and all of the documents executed in connection
herewith, that they are entering into this Agreement voluntarily, and that they
have been represented by and relied upon the advice of counsel of their choice
or hereby have waived the opportunity to seek individual counsel.

     

    12.06      Choice of Law and
Severability.  This
Agreement shall be construed in accordance with the internal laws of the State
of Delaware.  If, and to the extent that, any provision of this
Agreement shall be contrary to the internal laws of the State of Delaware or any
other applicable law, at the present time or in the future, such provision shall
be deemed null and void, but shall not affect the legality or enforceability of
the remaining provisions of this Agreement.  This Agreement shall be
deemed to be modified and amended so as to be in compliance with applicable
law.

     

    12.07      Counterparts.  This
Agreement may be executed in one or more counterparts.  Each such
counterpart shall be considered an original and all of such counterparts shall
constitute a single agreement binding all the parties as if all had signed a
single document.


    
      
         


      

      
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    12.08      Entire
Agreement.  This
Agreement supersedes all prior negotiations, representations, understandings,
and agreements among the Members with respect to its subject matter, and
(together with the Certificate) constitutes a complete and exclusive statement
of the terms of the agreement among the Members regarding the terms and
operations of the Company.

     

    12.09      Last Day for Performance
Other Than a Business Day.  In
the event that the last day for performance of an act or the exercise of a right
hereunder falls on a day other than a Business Day, then the last day for such
performance or exercise shall be the first Business Day thereafter.

     

    12.10      Notices.  Except
as otherwise provided in this Agreement, all notices or other communications
under this Agreement shall be given in writing and shall be deemed to have been
duly given and to have become effective (a) upon receipt if delivered in
person or by facsimile transmission, (b) one (1) day after having been
delivered, shipping charges prepaid, to a reputable national overnight air
courier service, or (c) three (3) days after having been deposited, postage
prepaid, in the mails as certified or registered matter addressed to the
recipient’s most recent address as reflected in the Company’s
records.

     

    12.11      Title to Property; No
Partition.  All
real and personal property owned by the Company shall be owned by it as an
entity and no Member shall have any ownership interest in such property in its
individual right or name, and each Member’s Units represented thereby shall be
personal property.

     

    12.12      Resolutions of
Disputes.  Any
dispute, controversy, or claim arising out of or relating to this Agreement or
the performance of the parties of its terms shall be referred to representatives
of the parties for resolution between them, if possible.  Such
representatives may, if they so desire, consult outside experts for assistance
in arriving at a resolution.  Any such matter that is not resolved
pursuant to the foregoing provisions or otherwise by agreement between the
parties will be submitted for resolution by mediation.  Any such
matter that is not thereafter resolved by mediation shall be referred to and
settled by binding arbitration.  The arbitration will be held in
Irvine, California, or at such other place as the parties shall mutually agree,
and shall be conducted in accordance with the Commercial Arbitration Rules of
the American Arbitration Association then in effect.  Any award
rendered shall be final and conclusive upon the parties, and a judgment may be
entered in any court having jurisdiction.  The costs and expenses of
any such arbitration shall be charged equally among all participants in the
arbitration proceedings.

     

    12.13     
Creditors.  The
provisions of this Agreement are not for the benefit of and may not be
specifically enforced by any creditors of the Company or of any
Member.


     

    12.14      Execution of Additional
Instruments.  Each
Member hereby agrees to execute such other and further statements of interest
and holdings, designations, powers of attorney, and other instruments as may be
necessary to comply with any applicable laws, rules, or
regulations.

     

    12.15      Waivers.  The
failure of any party to seek redress for violation of or to insist upon the
strict performance of any covenant or condition of this Agreement shall not
prevent a subsequent act, that would have originally constituted a violation,
from having the effect of an original violation.


    
      
         


      

      
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    12.16      Rights and Remedies
Cumulative.  The
rights and remedies provided by this Agreement are cumulative and the use of any
one right or remedy by any party shall not preclude or waive the right to use
any or all other remedies.  Said rights and remedies are given in
addition to any other rights the parties may have by law, statute, ordinance, or
otherwise.

     

    [Signature
Page Follows]


    
      
         


      

      
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    IN WITNESS WHEREOF, the
undersigned have caused this Operating Agreement of CORNERSTONE ROME LTH
PARTNERS LLC to be
executed this 18th day of December, 2009.

     

    
      
        
          
            
              
                
                  
                    	
                            MEMBERS:

                          
	 
      
	
                            CGI
      HEALTHCARE OPERATING

                            PARTNERSHIP, LP, a
      Delaware limited

                            partnership

                          
	 
      	 
      
	
                            By:

                          	
                            /s/
      Terry G. Roussel

                          
	
                            Print:

                          	
                            Terry
      G. Roussel

                          
	
                            Title:

                          	As
      President of Cornerstone Growth & Income REIT, Inc., as General
      Partner of Cornerstone Growth & Income Operating Partnership, LP, as
      General Partner
	 
      	 
      
	 
      	 
      
	
                            CORNERSTONE
      PRIVATE EQUITY

                            FUND OPERATING PARTNERSHIP, LP,
      a

                            Delaware
      limited partnership

                          
	 
      	 
      
	
                            By:

                          	

                            /s/
      Terry G. Roussel

                          
	
                            Print:

                          	

                            Terry
      G. Roussel

                          
	
                            Title:

                          	
                            President

                          


                  

                

              

            

          

        

      

    


    
      
         


      

      
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    Exhibit
A

    


    Members
& Initial Capital Contributions

    


    
      
        
          
            
              
                
                  
                    
                      	
                              Members

                            	 	
                              Initial Capital

                              Contributions

                            	 	 	
                              Units

                            	 
	
                              CGI
      HEALTHCARE OPERATING PARTNERSHIP, LP

                            	 	$	2,656,476.40	 	 	 	833	 
	 	 	 	 	 	 	 	 	 
	
                              CORNERSTONE
      PRIVATE EQUITY FUND OPERATING PARTNERSHIP, LP

                            	 	$	532,571.00	 	 	 	167	 
	 	 	 	 	 	 	 	 	 
	
                              Totals:

                            	 	$	3,189,047.40	 	 	 	1,000