SY COMPANY LLC

                                              A Delaware Limited Liability Company

                                   LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is made and entered into effective as of the ____ day of ___________, 2010, by and among the persons named as Members on Exhibit A attached hereto (referred to collectively as the “Members” and each individually as a “Member”).

                                                      TERMS OF AGREEMENT

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