Exhibit 3.5

EXECUTION VERSION

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY

OPERATING AGREEMENT

OF

STARWOOD HOTELS & RESORTS WORLDWIDE, LLC

This Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of Starwood Hotels & Resorts Worldwide, LLC, a Maryland limited liability company (the “Company”), dated and effective as of 12:06 a.m. New York City time on this 23^rd day of September, 2016, is entered into by Mars Merger Sub, LLC, a Delaware limited liability company, as the sole member (the “Member”) of the Company.

R E C I T A L S:

WHEREAS, the Company, which was previously known as Starwood Hotels & Resorts Worldwide, Inc., was formed as a corporation under the laws of the State of Maryland upon the filing of Articles of Incorporation on March 27, 1980 with, and the acceptance for record of such Articles of Incorporation by, the State Department of Assessments and Taxation of Maryland (the “SDAT”);

WHEREAS, the Company was converted to a limited liability company under the laws of the State of Maryland effective as of 12:02 a.m. New York City time on September 23, 2016 (the “Conversion Time”) upon the filing of Articles of Conversion and Articles of Organization with, and the acceptance for record of such Articles of Conversion and Articles of Organization by, the SDAT; and

WHEREAS, effective as of the Conversion Time the Company was governed by the Limited Liability Company Operating Agreement of the Company (the “Original Agreement”) entered into by Solar Merger Sub 1, Inc. (the “Original Member”);

WHEREAS, the Original Member merged with and into the Member, with the Member continuing as the surviving company;

WHEREAS, the Member is now the member of the Company with full power and authority to enter into this Agreement;

WHEREAS, the Member desires to amend and restate the Agreement.

NOW, THEREFORE, the Original Agreement is hereby amended, restated and superseded in its entirety, and the Member hereby agrees as follows:

ARTICLE I

ORGANIZATIONAL AND OTHER MATTERS

Section 1.1 Formation; Admission. The Original Member previously authorized the conversion of the Company to a limited liability company under the Maryland Limited Liability Company Act (the “Act”).

Section 1.2 Name. The name of the Company shall be STARWOOD HOTELS & RESORTS WORLDWIDE, LLC and the business of the Company shall be conducted under such name.

Section 1.3 Principal Place of Business. The principal place of business and the principal office of the Company shall be located at 10400 Fernwood Road, Department 955.23, Bethesda, Maryland 20817. The Company may have such other or additional offices, either within or without the State of Maryland, as the Board of Managers of the Company shall deem advisable.

Section 1.4 Resident Agent. The address of the resident agent for service of process on the Company in the State of Maryland is Corporate Creations Network, Inc., 2 Wisconsin Circle #700 - Chevy Chase, MD 20815 United States, and the Company’s resident agent at such address is Corporate Creations Network, Inc. The resident agent of the Company may be changed by the Board of Managers from time to time in accordance with the applicable provisions of the Act and any other applicable laws.

ARTICLE II

PURPOSE AND POWERS

Section 2.1 Purposes of the Company. The purposes of the Company is engaging in any lawful business permitted by the Act or laws of any jurisdiction in which the Company may do business and entering into any lawful transaction and engaging in any lawful activities in furtherance of the foregoing purposes and as may be necessary, incidental or convenient to carry out the business of the Company as contemplated by this Agreement.

Section 2.2 Powers of the Company. Subject to all of the provisions of this Agreement, the Company shall have the power to do any and all acts and things necessary, appropriate, advisable or convenient for the furtherance and accomplishment of the purposes of the Company, including, without limitation, to engage in any kind of activity and to enter into and perform obligations of any kind necessary to or in connection with, or incidental to, the accomplishment of the purposes of the Company, so long as said activities and obligations may be lawfully engaged in or performed by a limited liability company under the Act.

Section 2.3 Right to Rely on Managers. Any Person dealing with the Company shall be entitled to rely (without further duty of inquiry) upon a certificate signed by any Manager or officer including, without limitation, any Assistant Secretary of the Company, as to:

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As used herein, the term “Person” shall mean a natural person, partnership (whether general or limited), trust, estate, association, corporation, limited liability company, unincorporated organization, custodian, nominee or any other individual or entity in its own or any representative capacity, and the term “Manager” shall mean a Person named in Section 5.3 as a Manager of the Company or hereafter appointed as a Manager pursuant to the terms of this Agreement.

ARTICLE III

MEMBER

Section 3.1 Member. The name and the mailing address of the Member is as set forth in Annex A hereto. The Member agrees to be bound by the terms of this Agreement.

Section 3.2 Address. The address of the Member is 10400 Fernwood Road, Bethesda, Maryland 20817.

Section 3.3 Resignation. The Member shall not be entitled to resign or withdraw from the Company prior to the dissolution and winding up of the Company, unless it shall have transferred all of its interest in the Company to one or more other Persons in accordance with this Agreement and such Person or Persons shall have been admitted as a Member in accordance with this Agreement.

ARTICLE IV

CAPITAL AND DISTRIBUTIONS

Section 4.1 Capital Contributions. The Member owns one hundred percent of the membership interest in the Company. The Member shall not be required to make any additional contributions to the capital of the Company. Upon the request of the Company, the Member shall be entitled, in its sole discretion, to contribute additional capital to the Company, on such terms as the Member may determine. No interest shall accrue on any contribution and the Member shall expressly have no right to withdraw or be repaid or receive any return on any contribution, except in each case as expressly provided in this Agreement.

Section 4.2 Distributions. The Board of Managers from time to time may determine the amount of cash and other property of the Company that is not reasonably necessary for the operation of the Company and is available for distribution to the Member and, in its

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discretion, may cause the Company to distribute such cash and property to the Member, subject to any limitations imposed by the Act and any contractual obligations of the Company. The Member shall not have the right to distributions or the return of any contribution to the capital of the Company except (A) for distributions in accordance with this Section 4.2 or (B) upon dissolution of the Company. The entitlement to any such return at such time shall be limited to the value of the capital account of the Member. The Company shall not make distributions to the Member if such distribution would violate the Act or other applicable law.

Section 4.3 Capital Accounts. The Company shall maintain for the Member a capital account in accordance with this Section 4.3. The Member capital account shall have an initial balance equal to the amount of cash constituting the Member’s initial contribution to the capital of the Company. The Member’s capital account shall be increased by the sum of (a) the amount of cash constituting additional contributions by the Member to the capital of the Company, plus (b) any profits allocated to the Member’s Capital Accounts pursuant to Section 10. The Member’s capital accounts shall be reduced by the sum of (a) the amount of cash and the fair value of any property distributed by the Company to the Member, plus (b) any losses allocated to the Member’s capital accounts pursuant to Section 4.4.

Section 4.4 Allocation of Profits and Losses. The Company’s profits and losses shall be allocated 100% to the Member.

Section 4.5 Rights of Creditor. Notwithstanding any showing that distributions under a charging order upon any economic interest of the Company will not pay the amount owed to the creditor within a reasonable time, no membership interest in the Company (including any economic interest) shall be subject to foreclosure.

ARTICLE V

MANAGEMENT OF THE COMPANY

Section 5.1 Management. The business and affairs of the Company shall be managed by its Board of Managers. Except as required by any nonwaivable provisions of applicable law or as set forth in this Agreement, the Board of Managers shall have full and complete authority, power, and discretion to manage and control the business, affairs, and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business.

Section 5.2 Number, Tenure and Qualifications of Managers. The Company initially shall have three Managers. The number of Managers that will comprise the entire Board of Managers shall be fixed from time to time by the Member, but in no instance shall there be less than one Manager. Each Manager shall hold office until he or she resigns, dies or becomes incapacitated, or is removed as provided herein. The Member may remove any of the Managers at any time and from time to time, with or without cause, and may designate a person to serve as a successor Manager in the event of the death, incapacity, resignation or removal of a Manager. Each person appointed to serve as a Manager shall serve until a successor Manager is appointed as provided hereunder or until such person’s earlier death, resignation or removal.

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Section 5.3 Managers. The initial Managers, who have been selected by the Member, shall be as set forth on Appendix A to this Agreement.

Section 5.4 Meetings. Meetings of the Board of Managers may be called by any Manager entitled to participate in the meeting or the President, and shall be called by the President upon the request of the Member, upon two (2) days’ notice to all Managers entitled to participate in the meeting in writing or by telephone. Meetings may be held by telephone or any other communication by means of which all participating Managers can simultaneously hear each other during the meeting.

Section 5.5 Quorum. No action may be taken at a meeting of the Board of Managers unless a quorum consisting of a majority of Managers entitled to participate in the meeting is present.

Section 5.6 Required Vote; Voting Rights. Except in cases where a greater percentage is expressly required by this Agreement, to be approved, any action by the Board of Managers taken at a meeting must be approved by the affirmative vote of Managers with a majority of the votes cast at a meeting at which a quorum exists. Each Manager present at a meeting and entitled to participate in such meeting shall be entitled to one vote with respect to any action.

Section 5.7 Action by Written Consent. Any action to be taken by the Board of Managers may be taken without a meeting if consents in writing setting forth the action so taken are signed by the Managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting.

Section 5.8 Managers Not Agents. The Managers shall have no authority to act in the name of and for the Company solely by virtue of being managers of the Company.

ARTICLE VI

OFFICERS

Section 6.1 Number, Qualifications; Election and Term of Office.

(a) The officers of the Company shall, at a minimum, consist of a President, a Secretary, a Treasurer, and such number of Vice Presidents, as the Board of Managers may from time to time deem advisable. Any two or more offices may be held by the same person.

(b) The officers of the Company shall be elected by the Board of Managers. Each officer shall hold office until his or her successor shall have been elected and qualified, or until his or her death, resignation or removal.

Section 6.2 Officers. The initial officers of the Company shall be as set forth on Appendix A to this Agreement.

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Section 6.3 Resignation. Any officer may resign at any time by giving written notice of such resignation to the Board of Managers or to the President or the Secretary. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Managers or by such officer and the acceptance of such resignation shall not be necessary to make it effective.

Section 6.4 Removal. Any officer holding an office specifically designated in Section 6.1 may be removed, either with or without cause, and a successor elected, by a majority vote of the Board of Managers. The officers and agents appointed in accordance with the provisions of Section 6.10 may be removed, either with or without cause, by a majority vote of the Board of Managers or by any superior officer or agent upon whom such power of removal shall have been conferred by the Board of Managers.

Section 6.5 Vacancies. A vacancy in any office specifically designated in Section 6.1 by reason of death, resignation, inability to act, removal or any other cause shall be filled by a majority vote of the Board of Managers. In the case of a vacancy occurring in the office of an officer or agent appointed in accordance with the provisions of Section 6.10, such vacancy may be filled by vote of the Board of Managers or by any officer or agent upon whom such power shall have been conferred by the Board of Managers.

Section 6.6 President. The President of the Company, subject to the direction of the Board of Managers, shall have, in addition to the authority set forth in Section 6.13 herein, general charge of the day-to-day operations, business, affairs and property of the Company and general supervision over its officers and agents. In general, he or she shall perform all duties incident to the office of President and chief operating officer and shall see that all orders and resolutions of the Board of Managers are carried into effect.

Section 6.7 Vice-Presidents. The Vice-President(s) shall also have general charge of the day-to-day operations, business, affairs and property of the Company and general supervision over its officers and agents. In addition, during the absence or disability of the President, the Vice-President(s) and, if there be more than one, in such order of seniority as may be determined by the President, shall exercise all the other functions of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice-President shall have such powers and discharge such duties as may be assigned to him or her from time to time by the Board of Managers.

Section 6.8 Secretary. The Secretary shall:

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Section 6.9 Treasurer. The Treasurer shall:

Section 6.10 Subordinate Officers and Agents. The Board of Managers may from time to time appoint such other officers and agents, or may authorize any officer designated in Section 6.1 to appoint such other officers and agents, as it may deem necessary or advisable, to hold office for such period, have such authority and perform such duties as the Board of Managers, or such other officers, may from time to time determine.

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Section 6.11 Execution of Instruments. All checks, drafts, bills of exchange, acceptances, bonds, endorsements, notes or other obligations or evidences of indebtedness of the Company, and all deeds, mortgages, indentures, bills of sale, conveyances, endorsements, assignments, transfers stock powers or other instruments of transfer, contracts, agreements, dividend or other orders, powers of attorney, proxies, waivers, consents, returns, reports, certificates, demands, notices or documents, and other instruments or rights of any nature may be signed, executed, verified, acknowledged and delivered by the President, any Vice President, the Treasurer, or such other officer or officers or such other person or persons (whether or not officers, agents or employees of the Company) as the Board of Managers may from time to time designate.

Section 6.12 Compensation. The salaries or other compensation, if any, of the officers shall be fixed from time to time by the Board of Managers and no officer shall be prevented from receiving such salary or any compensation by reason of the fact that he or she is also a Manager of the Company. The Board of Managers may delegate to any officer or agent the power to fix from time to time the salaries or other compensation, if any, of officers or agents appointed in accordance with the provisions of Section 6.10.

Section 6.13 Other Authorizations. The officers of the Company shall be authorized:

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ARTICLE VII

INDEMNIFICATION; LIMITATION OF LIABILITY

Section 7.1 Indemnification.

(a) The Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that such person is or was a Manager, officer or employee of the Company, or is or was serving at the request of the Company as a manager, director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

(b) The Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that such person is or was a Manager, officer or employee of the Company, or is or was serving at the request of the Company as a manager, director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

(c) To the extent that a Manager, officer or employee of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsection (a) or (b) of this Section 7.1, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith. For purposes of determining the reasonableness of any such expenses, a certification to such effect by any member of the Bar of the State of Maryland, which member of the Bar may have acted as counsel to any such Manager, officer or employee, shall be binding upon the Company unless the Company establishes that the certification was made in bad faith.

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(d) Any indemnification under in subsection (a) or (b) of this Section 7.1 (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Manager, officer or employee is proper in the circumstances because any such person has met the applicable standard of conduct set forth in subsections (a) and (b) of this Section 7.1 Such determination shall be made (1) by the Board of Managers, by a majority vote of a quorum consisting of managers who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested managers so directs, by independent legal counsel in a written opinion, or (3) by the Member.

(e) Expenses (including attorneys’ fees) incurred by an Manager, officer or employee of the Company in defending any civil, criminal, administrative or investigative action, suit or proceeding, shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Manager, officer or employee to repay such amount if it shall ultimately be determined that any such person is not entitled to be indemnified by the Company as authorized by this Section 7.1.

(f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this Section 7.1 shall not be deemed exclusive of any other rights to which any person seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, determination of Member or vote of disinterested Managers or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

(g) The Company may but shall not be required to purchase and maintain insurance on behalf of any person who is or was a Manager, officer or employee of the Company, or is or was serving at the request of the Company as a manager, director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any capacity, or arising out of such person’s status as such, whether or not the Company would have the power to indemnify such person against such liability under this Section 7.1.

(h) For purposes of this Section 7.1, references to “the Company” shall include, in addition to the resulting company, any constituent company (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its managers, officers, and employees, so that any person who is or was a manager, director, officer or employee of such constituent corporation, or is or was serving at the request of such constituent company as a manager, director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Section 7.1 with respect to the resulting or surviving corporation as such person would have had with respect to such constituent corporation if its separate existence had continued.

(i) For purposes of this Section 7.1, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Company” shall include any service as a Manager, officer or employee of the Company which

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imposes duties on, or involves services by, such Manager, officer or employee with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Section 7.1.

(j) The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 7.1 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a manager, director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(k) This Section 7.1 shall be interpreted and construed to accord, as a matter of right, to any person who is or was a Manager, officer or employee of the Company or is or was serving at the request of the Company as a manager, director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise, the full measure of indemnification and advancement of expenses permitted a director, officer or employee of a corporation under Section 2-418 of the Corporations and Associations Article of the Annotated Code of Maryland.

(l) Any person seeking indemnification or advancement of expenses by virtue of such person being or having been a Manager, officer or employee of the Company may seek to enforce the provisions of this Section 7.1 by an action in law or equity in any court of the United States or any state or political subdivision thereof having jurisdiction of the parties. Without limitation of the foregoing, it is specifically recognized that remedies available at law may not be adequate if the effect thereof is to impose delay on the immediate realization by any such person of the rights conferred by this Section 7.1. Any costs incurred by any person in enforcing the provisions of this Section 7.1 shall be an indemnifiable expense in the same manner and to the same extent as other indemnifiable expenses under this Section 7.1.

(m) The rights granted pursuant to this Section 7.1 shall be contract rights and shall vest immediately upon the appointment of any Manager, officer or employee of the Company, and no amendment, modification or repeal of this Section 7.1 shall have the effect of or be construed to limit or adversely affect any claim to indemnification or advancement of expenses made by any person who is or was manager, officer or employee of this Company with respect to any state of facts which existed prior to the date of such amendment, modification or repeal. Accordingly, any amendment, modification or repeal of this Section 7.1 shall be deemed to have prospective application only and shall not be applied retroactively.

Section 7.2 Limitation on Monetary Damages. To the maximum extent that Maryland law in effect from time to time permits limitation of the liability of managers of a company, no present or former manager of the Company shall be liable to the Company or its members for money damages.

Section 7.3 Limitation on Liability. The debts, obligations, and liabilities of the Company, whether arising in contract, tort, or otherwise, shall be solely the debts, obligations, and liabilities of the Company. Neither the Member nor any Manager or any stockholder, director, partner, officer, agent or employee of the Member or the Company, shall be obligated personally for any debt, obligation, or liability of the Company solely by reason of his, her, or its status as

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such Member, Manager, stockholder, director, partner, officer, agent or employee. 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 the Act or this Agreement shall not be grounds for imposing personal liability on the Member, the Managers, or any officer, agent or employee of the Member or the Company for liabilities of the Company.

ARTICLE VIII

DISSOLUTION AND LIQUIDATION

Section 8.1 Events of Dissolution. The Company shall dissolve, and its affairs shall be wound up, solely upon the first to occur of the following, unless the Member elects to continue the Company to the extent permitted under the Act:

The foregoing constitutes the only events upon which the Company shall be dissolved and its affairs wound up, notwithstanding any provisions of the Act.

Section 8.2 Winding Up. Upon the dissolution of the Company, unless its business is continued as provided in the Act, the Managers shall wind up the affairs of the Company.

Section 8.3 Liquidating Distributions. Upon the winding up and termination of the Company in accordance with the Act, the assets of the Company shall be distributed in the following order:

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Section 8.4 Articles of Cancellation. When all debts, liabilities, and obligations of the Company have been paid and discharged, or adequate provisions have been made therefor and all remaining property and assets of the Company have been distributed to the Member, Articles of Cancellation shall be prepared, executed, and filed in accordance with the Act.

ARTICLE IX

TRANSFER OF MEMBERSHIP INTERESTS

Section 9.1 Transfer of Membership Interests. Subject to applicable law, the Member may assign or transfer all or part of its membership interests in the Company (including granting security interests in such interests or transfers by reason of a merger or consolidation involving the Member) at any time to any Person. Without any further action by the assignor Member or assignee of the membership interest, such assignee of the Member’s membership interest shall be admitted as a Member of the Company and thereafter be deemed a Member for all purposes under this Agreement, and the assignor, if it has assigned all of its interest in the Company, shall be withdrawn as a Member of the Company.

Section 9.2 Admission of New Members. One (1) or more additional members may be admitted to the Company with the consent of the Member. Upon the admission to the Company of any additional members, the members shall cause this Agreement to be amended and restated to reflect the admission of such additional member(s), the initial capital contribution, if any, of such additional member(s) and the intention of the member to cause the Company to be classified as a partnership for federal income tax purposes, and to include such other provisions as the members may agree to reflect the change of status of the Company from a single member limited liability company to a limited liability company with two or more members.

ARTICLE X

MISCELLANEOUS PROVISIONS

Section 10.1 Amendment. This Agreement may be amended or modified by a written instrument executed by the Member.

Section 10.2 Enforceability. If any provision of this Agreement or the application thereof to any Person or circumstances shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to other Persons or circumstances shall not be affected thereby and shall enforced to the greatest extent permitted by law.

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Section 10.3 Effect of Provisions Inconsistent with Act. It is the intention of the parties that any provision hereof that is inconsistent with the provisions of the Act be given effect to the maximum extent permitted under the Act.

Section 10.4 Binding Effect. The terms and provisions of this Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the Member.

Section 10.5 Governing Law. The terms and provisions of this Agreement shall be construed under the laws of the State of Maryland and the Act as now adopted or as it may be hereafter amended shall govern the interpretation of this Agreement.

Section 10.6 Fiscal Year; Tax Matters. The Fiscal Year of the Company for accounting and tax purposes shall end on December 31^st in each year; and each new Fiscal Year begins on January 1^st immediately following said December 31^st of each year, except for the short taxable years in the years of the Company’s formation and termination and as otherwise required by the Internal Revenue Code of 1986, as amended (the “Code”). Proper and complete records and books of account of the business of the Company shall be maintained at the Company’s principal place of business. The Member acknowledges and agrees that the Company is a domestic entity with a single owner and is to be disregarded as a separate entity for federal income tax purposes as provided in Treas. Reg. § 301.7701-3(b)(1)(ii). Furthermore, it is intended that the Company be disregarded as an entity separate from its owner for state tax purposes, and the Company shall take such actions as are necessary, if any, to cause this result. The Company’s books of account shall be maintained on a basis consistent with such treatment and on the same basis utilized in preparing the Member’s federal income tax returns. The Member and its duly authorized representatives may, for any reason reasonably related to its interest as a Member of the Company, examine the Company’s books of account and make copies and extracts therefrom at its own expense. The Member shall maintain the records of the Company for five years following the termination of the Company.

Section 10.7 No Partnership Intended. The Member has formed the Company under the Act, and expressly does not intend hereby to form a partnership under either the Maryland Revised Uniform Partnership Act or the Maryland Limited Partnership Act. The Member does not intend to be a partner as to any third party.

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IN WITNESS WHEREOF, the undersigned has caused this Agreement to be duly executed on its behalf as of the date first written above.

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Annex A

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Appendix A

MANAGERS AND OFFICERS

MANAGERS AND OFFICERS

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