Common use of Certificated Interests Clause in Contracts

Certificated Interests. (i) Ownership of LLC Interests will be evidenced by certificates. The books reflecting the issuance and transfer of any certificates shall be kept by the LLC. The certificates shall be consecutively numbered and shall be entered in the books of the LLC as they are issued and shall exhibit the holder’s name and the number of Units held by such holder. The certificates shall carry a legend noting (i) the restrictions on the transfer or assignment of the LLC Interests, (ii) that each LLC Interest constitutes a “security under the Delaware UCC and Other State UCC (as defined below) and (iii) any other matters as shall be determined by the LLC in accordance with the Securities Act of 1933, as amended (the “Securities Act”), or any other federal or state securities or blue sky laws. The LLC may determine the conditions upon which a new certificate may be issued in place of a certificate which is alleged to have been lost, stolen or destroyed and may, in its discretion, require the owner of such certificate or its legal representative to give bond, with sufficient surety, to indemnify the LLC and any transfer agent and registrar against any and all loss or claims which may arise by reason of the issuance of a new certificate in the place of the one lost, stolen, or destroyed. The Members agree that the certificates may be held by the Company or OM(US)H on behalf of the Recipient. (ii) Each LLC Interest (including each Unit) shall constitute a “security” within the meaning of, and governed by, (a) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware (the “Delaware UCC”) and (b) the corresponding provisions of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995 (each, an “Other State UCC”). For all purposes of this Article 8 of the Delaware UCC and any Other State UCC and to the fullest extent permitted by law, the laws of the State of Delaware shall constitute the local law of the Company in the Company’s capacity as the issuer of LLC Interests.

Certificated Interests. (ia) Ownership of LLC Interests will be evidenced by certificates. The books reflecting Upon the issuance and transfer of Ownership Interests to any certificates shall be kept by the LLC. The certificates shall be consecutively numbered and shall be entered in the books of the LLC as they are issued and shall exhibit the holder’s name and the number of Units held by such holder. The certificates shall carry a legend noting (i) the restrictions on the transfer or assignment of the LLC Interests, (ii) that each LLC Interest constitutes a “security under the Delaware UCC and Other State UCC (as defined below) and (iii) any other matters as shall be determined by the LLC Member in accordance with the Securities Act provisions of 1933this Agreement, the Company may issue one or more certificates in the name of such Member evidencing the Ownership Interests held by such Member (each, an "Interest Certificate"). Any such Interest Certificate shall be in the form attached hereto as amended EXHIBIT D or such other form as shall have been approved by the Managing Member. Each such Interest Certificate shall specify the percentage of Ownership Interests of the Company represented thereby. Each Interest Certificate shall be signed by manual or facsimile signature of an authorized officer of the Company. (the “Securities Act”), or any other federal or state securities or blue sky laws. b) The LLC may determine the conditions upon which Company shall issue a new certificate may be issued Interest Certificate in place of a certificate which is alleged any Interest Certificate previously issued if the holder of the Ownership Interests represented by such Interest Certificate, as reflected on the books and records of the Company: (i) makes proof by affidavit, in form and substance satisfactory to have the Company, that such previously issued Interest Certificate has been lost, stolen or destroyed and may, in its discretion, require the owner of such certificate or its legal representative to give bond, with sufficient surety, to indemnify the LLC and any transfer agent and registrar against any and all loss or claims which may arise by reason of destroyed; (ii) requests the issuance of a new certificate Interest Certificate; provided that no such request shall be made if the Company or such holder has notice that such previously issued Interest Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Interest Certificate; and (iv) satisfies any other reasonable requirements imposed by the Company. (c) Upon a Member's Transfer in accordance with the provisions of this Agreement of any or all Ownership Interests represented by an Interest Certificate, the Transferee of such Ownership Interests shall deliver such Interest Certificate to the Company for cancellation (executed by such Transferee on the reverse side thereof), and the Company shall thereupon issue a new Interest Certificate to such Transferee for the number of Ownership Interests being Transferred and, if applicable, cause to be issued to the Transferor a new Interest Certificate for that number of Ownership Interests that were represented by the canceled Interest Certificate and that are not being Transferred. (d) Upon any other change in the place percentages of the one lost, stolen, or destroyed. The Members agree that the certificates may be Ownership Interests held by the Members made in accordance with this Agreement, the Company or OM(US)H on behalf may cancel all outstanding Interest Certificates and issue replacement Interest Certificates to the Members reflecting the revised percentages of the Recipient. (ii) Each LLC Interest (including each Unit) shall constitute a “security” within the meaning of, and governed by, (a) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware (the “Delaware UCC”) and (b) the corresponding provisions of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted Ownership Interests held by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995 (each, an “Other State UCC”). For all purposes of this Article 8 of the Delaware UCC and any Other State UCC and to the fullest extent permitted by law, the laws of the State of Delaware shall constitute the local law of the Company in the Company’s capacity as the issuer of LLC InterestsMembers.

Certificated Interests. (ia) Ownership of LLC Interests will be evidenced by certificates. The books reflecting Upon the issuance and transfer of Ownership Interests to any certificates shall be kept by the LLC. The certificates shall be consecutively numbered and shall be entered in the books of the LLC as they are issued and shall exhibit the holder’s name and the number of Units held by such holder. The certificates shall carry a legend noting (i) the restrictions on the transfer or assignment of the LLC Interests, (ii) that each LLC Interest constitutes a “security under the Delaware UCC and Other State UCC (as defined below) and (iii) any other matters as shall be determined by the LLC Member in accordance with the Securities Act provisions of 1933this Agreement, the Company may issue one or more certificates in the name of such Member evidencing the Ownership Interests held by such Member (each, an "Interest Certificate"). Any such Interest Certificate shall be in the form attached hereto as amended Exhibit C or such other form as shall have been approved by the Managing Member. Each such Interest Certificate shall specify the percentage of Ownership Interests of the Company represented thereby. Each Interest Certificate shall be signed by manual or facsimile signature of an authorized officer of the Company. (the “Securities Act”), or any other federal or state securities or blue sky laws. b) The LLC may determine the conditions upon which Company shall issue a new certificate may be issued Interest Certificate in place of a certificate which is alleged any Interest Certificate previously issued if the holder of the Ownership Interests represented by such Interest Certificate, as reflected on the books and records of the Company: (i) makes proof by affidavit, in form and substance satisfactory to have the Company, that such previously issued Interest Certificate has been lost, stolen or destroyed and may, in its discretion, require the owner of such certificate or its legal representative to give bond, with sufficient surety, to indemnify the LLC and any transfer agent and registrar against any and all loss or claims which may arise by reason of destroyed; (ii) requests the issuance of a new certificate Interest Certificate; PROVIDED that no such request shall be made if the Company or such holder has notice that such previously issued Interest Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Interest Certificate; and (iv) satisfies any other reasonable requirements imposed by the Company. (c) Upon a Member's Transfer in accordance with the provisions of this Agreement of any or all Ownership Interests represented by an Interest Certificate, the Transferee of such Ownership Interests shall deliver such Interest Certificate to the Company for cancellation (executed by such Transferee on the reverse side thereof), and the Company shall thereupon issue a new Interest Certificate to such Transferee for the number of Ownership Interests being Transferred and, if applicable, cause to be issued to the Transferor a new Interest Certificate for that number of Ownership Interests that were represented by the canceled Interest Certificate and that are not being Transferred. (d) Upon any other change in the place percentages of the one lost, stolen, or destroyed. The Members agree that the certificates may be Ownership Interests held by the Members made in accordance with this Agreement, the Company or OM(US)H on behalf may cancel all outstanding Interest Certificates and issue replacement Interest Certificates to the Members reflecting the revised percentages of the Recipient. (ii) Each LLC Interest (including each Unit) shall constitute a “security” within the meaning of, and governed by, (a) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware (the “Delaware UCC”) and (b) the corresponding provisions of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted Ownership Interests held by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995 (each, an “Other State UCC”). For all purposes of this Article 8 of the Delaware UCC and any Other State UCC and to the fullest extent permitted by law, the laws of the State of Delaware shall constitute the local law of the Company in the Company’s capacity as the issuer of LLC InterestsMembers.