Common use of Certificates; Legend Clause in Contracts

Certificates; Legend. (a) In the event the Units are certificated, each Unit shall be evidenced by a certificate (a “Unit Certificate”) in substantially the form of Exhibit B attached hereto. Each Unit Certificate shall be stamped or otherwise imprinted with a legend in substantially the following form, or such similar legend as may be specified in any other agreement with the Company: “THE LIMITED LIABILITY COMPANY UNITS REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE LIMITED LIABILITY COMPANY UNITS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE LIMITED LIABILITY COMPANY UNITS MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE LIMITED LIABILITY COMPANY UNITS REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN TRANSFER AND OTHER RESTRICTIONS SET FORTH IN THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, DATED AS OF NOVEMBER 22, 2005 AND OTHER AGREEMENTS AMONG THE ISSUER OF THESE LIMITED LIABILITY COMPANY UNITS AND CERTAIN OF ITS MEMBERS, AS THEY MAY BE AMENDED FROM TIME TO TIME, AND, AMONG OTHER THINGS, MAY NOT BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH SUCH TRANSFER RESTRICTIONS. COPIES OF SUCH AGREEMENTS ARE ON FILE WITH THE SECRETARY OF THE ISSUER AND ARE AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST THEREFOR. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF THE AFORESAID AGREEMENTS.” (b) The Company shall maintain all records for the exchange and registration of Units, including all forms of transfer for Units, and shall: (i) keep at its principal place of business a register (the “Register”) in such form as it may determine, in which, subject to such reasonable regulations as it may prescribe, it shall provide for the registration of Unit Certificates and of Transfers thereof; (ii) ensure that all requests for Transfers of Units in compliance with this Agreement are appropriately recorded and accompanied by a written instrument of Transfer; and (iii) ensure that the original issue date of each Unit is appropriately recorded. (c) Notwithstanding anything contained herein to the contrary, the Company shall not be required to ascertain whether any transfer or exchange of Units complies with the registration provisions or exemptions from the Securities Act, the Exchange Act, applicable state securities Laws or the Investment Company Act of 1940, as amended. (d) Prior to due presentment of a Unit for registration or Transfer, the Company, or any agent, manager or Officer of the Company, may treat the Person in whose name such Unit is registered as the owner of the Unit for the purpose of receiving distributions pursuant to this Agreement and for all other purposes whatsoever, and the Company shall not be affected by notice to the contrary. (e) In the event Units are certificated, if (i) any mutilated Unit Certificate is surrendered to the Company, or (ii) the Company receives evidence to its satisfaction of the destruction, loss or theft of any Unit Certificate, together with indemnity or security sufficient to hold it harmless, the Company shall execute, and upon its written request the Company shall authenticate and deliver, in exchange for any such mutilated Unit Certificate or in lieu of any such destroyed, lost or stolen Unit Certificate, a new Unit Certificate of like tenor and principal amount, bearing a number not contemporaneously outstanding. Upon the issuance of any new Unit Certificate under this Section 5.4(e), the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses in connection therewith. The provisions of this Section 5.4(e) are exclusive and shall preclude (to the extent permissible under applicable Law) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Unit Certificates.

Certificates; Legend. (a) In the event the Units are certificated, each Unit The ownership of a Common Share shall be evidenced by a certificate (a “Unit Certificate”) issued by the Company. The Company shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all holders of Common Shares. (b) The Company hereby irrevocably elects that all Common Shares in the Company shall be securities governed by Article 8 of the Uniform Commercial Code. Certificates attesting to the ownership of Common Shares in the Company shall be in substantially the form forms set forth in Exhibit A hereto and shall state that the Company is a limited liability company formed under the laws of Exhibit B attached heretothe State of Delaware, the name of the Member to whom such Certificate is issued and that the Certificate represents a limited liability company interest within the meaning of Section 18-702(c) of the Act. Each Unit Certificate shall be stamped or otherwise imprinted with a legend in substantially bear the following form, or such similar legend as may be specified in any other agreement with the Companylegend: “THIS CERTIFICATE EVIDENCES SHARES OF HXXXX LEMMERZ FINANCE LLC (THE “COMPANY”) AND SHALL BE A SECURITY FOR PURPOSES OF ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE. THE SHARES REPRESENTED BY THIS CERTIFICATE, AND ANY SALE, PLEDGE, HYPOTHECATION OR TRANSFER THEREOF ARE SUBJECT TO THE PROVISIONS OF THE LIMITED LIABILITY COMPANY UNITS AGREEMENT BY AND AMONG THE MEMBERS OF HXXXX LEMMERZ FINANCE LLC, AS IT MAY BE AMENDED FROM TIME TO TIME. ANY PERSON ACCEPTING THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED BY THIS CERTIFICATE SHALL AGREE TO THE PROVISIONS OF SUCH AGREEMENT AND AGREE TO BE BOUND BY SUCH PROVISIONS. A COPY OF SUCH AGREEMENT WILL BE FURNISHED TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS. NO TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE LIMITED LIABILITY COMPANY UNITS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY ) AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS, LAWS OR (B) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE LIMITED LIABILITY COMPANY UNITS MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE LIMITED LIABILITY COMPANY UNITS REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN TRANSFER AND OTHER RESTRICTIONS SET FORTH IN THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, DATED AS OF NOVEMBER 22, 2005 AND OTHER AGREEMENTS AMONG THE ISSUER OF THESE LIMITED LIABILITY COMPANY UNITS AND CERTAIN OF ITS MEMBERS, AS THEY MAY BE AMENDED FROM TIME TO TIME, AND, AMONG OTHER THINGS, MAY NOT BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH SUCH TRANSFER RESTRICTIONS. COPIES OF SUCH AGREEMENTS ARE ON FILE WITH THE SECRETARY REQUIREMENTS OF THE ISSUER AND ARE AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST THEREFOR. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF THE AFORESAID AGREEMENTSACT.” (b) The Company shall maintain all records for the exchange and registration of Units, including all forms of transfer for Units, and shall: (i) keep at its principal place of business a register (the “Register”) in such form as it may determine, in which, subject to such reasonable regulations as it may prescribe, it shall provide for the registration of Unit Certificates and of Transfers thereof; (ii) ensure that all requests for Transfers of Units in compliance with this Agreement are appropriately recorded and accompanied by a written instrument of Transfer; and (iii) ensure that the original issue date of each Unit is appropriately recorded. (c) Notwithstanding anything contained herein to Each Certificate shall be signed by the contraryChief Executive Officer, President, or a Vice President of the Company shall not be required to ascertain whether any transfer and the Secretary or exchange an Assistant Secretary of Units complies with the registration provisions Company by either manual or exemptions from the Securities Act, the Exchange Act, applicable state securities Laws or the Investment Company Act of 1940, as amendedfacsimile signature. (d) Prior Except to due presentment the extent that the Company shall have received written notice of a Unit for registration or Transferan assignment of Common Shares and such assignment complies with the requirements of this Agreement, the Company, or any agent, manager or Officer of the Company, may Company shall be entitled to treat the Person individual or entity in whose name such Unit is registered any Certificates issued by the Company stand on the books of the Company as the absolute owner of the Unit for the purpose of receiving distributions pursuant to this Agreement and for all other purposes whatsoeverthereof, and the Company shall not be affected by notice bound to recognize any equitable or other claim to, or interest in, such Common Shares on the contrarypart of any other individual or entity. (e) In the event Units are certificated, if (i) If any mutilated Unit Certificate is surrendered to the Company, Company or (ii) the Company receives received evidence to its satisfaction of the destruction, loss or theft of any Unit Certificate, together with indemnity or security sufficient to hold it harmless, the Company shall executeissue a replacement Certificate if the requirements of Section 8-405 of the Uniform Commercial Code are met. If required by the Company, an indemnity and/or the deposit of a bond in such form and in such sum, and upon its written request the Company shall authenticate and deliver, in exchange for any such mutilated Unit Certificate with surety or in lieu of any such destroyed, lost or stolen Unit Certificate, a new Unit Certificate of like tenor and principal amount, bearing a number not contemporaneously outstanding. Upon the issuance of any new Unit Certificate under this Section 5.4(e), sureties as the Company may require direct, must be supplied by the payment holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses in connection therewith. The provisions of this Section 5.4(e) are exclusive and shall preclude (to the extent permissible under applicable Law) all other rights and remedies with respect to the replacement or payment of mutilatedsuch lost, destroyed, lost or stolen Unit CertificatesCertificate that is sufficient in the judgment of the Company to protect the Company from any loss that it may suffer if a Certificate is replaced. The Company may charge for its expenses incurred in connection with replacing a Certificate. (f) This Section 4.2 shall not be amended, and any purported amendment to this Section 4.2, shall not take effect until all outstanding Certificates have been surrendered for cancellation.

Certificates; Legend. (a) In the event the Units are certificated, each Unit Each Security shall be evidenced by a certificate (a “Unit "Security Certificate”") in substantially the form of Exhibit B A attached hereto. Each Unit Certificate certificate evidencing Securities shall be stamped or otherwise imprinted with a legend in substantially the following form, or such similar legend as may be specified in any other agreement with the Company: “"THE LIMITED LIABILITY COMPANY UNITS SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE LIMITED LIABILITY COMPANY UNITS SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE LIMITED LIABILITY COMPANY UNITS SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE LIMITED LIABILITY COMPANY UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN TRANSFER AND OTHER RESTRICTIONS SET FORTH IN THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT, DATED AS OF NOVEMBER 22SEPTEMBER 23, 2005 AND OTHER AGREEMENTS 2004 AMONG THE ISSUER OF THESE LIMITED LIABILITY COMPANY UNITS VHS HOLDINGS LLC AND CERTAIN OF ITS MEMBERS, AS THEY IT MAY BE AMENDED FROM TIME TO TIME, AND, AMONG OTHER THINGS, MAY NOT BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH SUCH TRANSFER RESTRICTIONS. COPIES OF SUCH AGREEMENTS ARE ON FILE WITH THE SECRETARY OF THE ISSUER VHS HOLDINGS LLC AND ARE AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST THEREFOR. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF THE AFORESAID AGREEMENTS.”" (b) The Company shall maintain all records for the exchange and registration of UnitsSecurities Certificates representing Units ("Units Certificates"), including all forms of transfer for UnitsUnits Certificates, and shall: (i) keep at its principal place of business a register (the “"Register”") in such form as it may determine, in which, subject to such reasonable regulations as it may prescribe, it shall provide for the registration of Unit Units Certificates and of Transfers transfers thereof; (ii) ensure that all requests Units Certificates presented for Transfers of Units in compliance with this Agreement are appropriately recorded and transfer shall be duly endorsed for transfer or be accompanied by a written instrument of Transfertransfer; and (iii) ensure Ensure that the each Units Certificate shall bear an original issue date of each Unit is appropriately recorded. (c) date. Notwithstanding anything contained herein to the contrary, the Company shall not be required to ascertain whether any transfer or exchange of Units Certificates complies with the registration provisions or exemptions from the Securities Act, the Exchange Act, applicable state securities Laws laws or the Investment Company Act of 1940, as amended; provided that if a Units Certificate is specifically required to be delivered to the Company by a Transferee of a Units Certificate, the Company shall be under a duty to examine the same to determine whether it conforms to the requirements of this Agreement and shall promptly notify the party delivering the same if such Units Certificate does not so conform. (dc) Prior to due presentment of a Unit Units Certificate for registration or Transfertransfer, the Company, or any agent, agent or manager or Officer of the Company, may treat the Person person in whose name such Unit Units Certificate is registered as the owner of the Unit Units Certificate for the purpose of receiving distributions pursuant to this Agreement and for all other purposes whatsoever, and the Company shall not be affected by notice to the contrary. (ed) In the event Units are certificated, if If (i) any mutilated Unit Units Certificate is surrendered to the Company, or (ii) the Company receives evidence to its satisfaction of the destruction, loss or theft of any Unit Units Certificate, together with indemnity or security sufficient to hold it harmless, the Company shall execute, and upon its written request the Company shall authenticate and deliver, in exchange for any such mutilated Unit Units Certificate or in lieu of any such destroyed, lost or stolen Unit Units Certificate, a new Unit Units Certificate of like tenor and principal amount, bearing a number not contemporaneously outstanding. Upon the issuance of any new Unit Units Certificate under this Section 5.4(e5.4(d), the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses in connection therewith. The provisions of this Section 5.4(e5.4(d) are exclusive and shall preclude (to the extent permissible under applicable Lawlaw) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Unit Units Certificates.

Certificates; Legend. (a) In Initially, unless the event Manager determines otherwise, none of the Units are certificatedissued will be represented by certificates. If the Manager determines that it is in the interest of the Company to issue certificates representing the Units, certificates will be issued and the Units will be represented by those certificates, and this Agreement may be amended by the Manager as necessary or desirable to reflect the issuance of certificated Units for purposes of the Uniform Commercial Code. Nothing contained in this Section 7.8 shall be deemed to authorize or permit any Member to transfer its Units except as otherwise permitted under this Agreement. Unless the Manager determines to require any other or different legends, each Unit shall be evidenced by certificate representing a certificate (a “Unit Certificate”) in substantially the form of Exhibit B attached hereto. Each Unit Certificate shall Unit, if any, will be stamped or otherwise imprinted with a legend in substantially the following form, or such similar legend as may be specified in any other agreement with the Company: “THE LIMITED LIABILITY COMPANY UNITS SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE LIMITED LIABILITY COMPANY UNITS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND SECURITIES MAY NOT BE SOLD OR TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER IN THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIMETHEREFROM UNDER SUCH ACT. THE ISSUER TRANSFER AND VOTING OF THESE LIMITED LIABILITY COMPANY UNITS MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY SECURITIES IS SUBJECT TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE LIMITED LIABILITY COMPANY UNITS REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN TRANSFER AND OTHER RESTRICTIONS SET FORTH CONDITIONS SPECIFIED IN THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTAGREEMENT OF ESGEN OPCO, LLC DATED AS OF NOVEMBER 22MARCH 13, 2005 AND OTHER AGREEMENTS 2024, AMONG THE ISSUER OF THESE LIMITED LIABILITY COMPANY UNITS AND CERTAIN OF ITS MEMBERSMEMBERS LISTED THEREIN, AS THEY IT MAY BE AMENDED AMENDED, SUPPLEMENTED AND/OR RESTATED FROM TIME TO TIME, AND, AMONG OTHER THINGS, MAY NOT AND NO TRANSFER OF THESE SECURITIES WILL BE OFFERED VALID OR SOLD EXCEPT IN COMPLIANCE WITH EFFECTIVE UNTIL SUCH TRANSFER RESTRICTIONSCONDITIONS HAVE BEEN FULFILLED. COPIES OF SUCH AGREEMENTS ARE ON FILE WITH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE ISSUER AND ARE AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST THEREFOR. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF THE AFORESAID AGREEMENTSSUCH SECURITIES.” (b) The Company shall maintain all records for the exchange and registration of Units, including all forms of transfer for Units, and shall: (i) keep at its principal place of business a register (the “Register”) in such form as it may determine, in which, subject to such reasonable regulations as it may prescribe, it shall provide for the registration of Unit Certificates and of Transfers thereof; (ii) ensure that all requests for Transfers of Units in compliance with this Agreement are appropriately recorded and accompanied by a written instrument of Transfer; and (iii) ensure that the original issue date of each Unit is appropriately recorded. (c) Notwithstanding anything contained herein to the contrary, the Company shall not be required to ascertain whether any transfer or exchange of Units complies with the registration provisions or exemptions from the Securities Act, the Exchange Act, applicable state securities Laws or the Investment Company Act of 1940, as amended. (d) Prior to due presentment of a Unit for registration or Transfer, the Company, or any agent, manager or Officer of the Company, may treat the Person in whose name such Unit is registered as the owner of the Unit for the purpose of receiving distributions pursuant to this Agreement and for all other purposes whatsoever, and the Company shall not be affected by notice to the contrary. (e) In the event Units are certificated, if (i) any mutilated Unit Certificate is surrendered to the Company, or (ii) the Company receives evidence to its satisfaction of the destruction, loss or theft of any Unit Certificate, together with indemnity or security sufficient to hold it harmless, the Company shall execute, and upon its written request the Company shall authenticate and deliver, in exchange for any such mutilated Unit Certificate or in lieu of any such destroyed, lost or stolen Unit Certificate, a new Unit Certificate of like tenor and principal amount, bearing a number not contemporaneously outstanding. Upon the issuance of any new Unit Certificate under this Section 5.4(e), the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses in connection therewith. The provisions of this Section 5.4(e) are exclusive and shall preclude (to the extent permissible under applicable Law) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Unit Certificates.

Certificates; Legend. (a) Unless and until the Board shall determine otherwise, the Shares shall be uncertificated and recorded in the books and records of the Company. In the event sole discretion of the Units are certificatedBoard, each Unit shall be evidenced by a certificate (a “Unit Certificate”) in substantially the form of Exhibit B attached hereto. Each Unit Certificate shall be stamped or otherwise imprinted with a legend in substantially the following form, or such similar legend as issued and outstanding Shares may be specified in represented by certificates. In addition to any other legend required with respect to a particular class, group or series of Shares or pursuant to any other agreement with among Shareholders and the Company, each such certificate shall bear the following legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, GRANTED A PARTICIPATION IN OR REFERENCE UNDER A DERIVATIVES CONTRACT OR ANY OTHER ARRANGEMENT, PLEDGED, MORTGAGED, ENCUMBERED OR OTHERWISE DISPOSED OF (“TRANSFERRED”) WITHOUT COMPLYING WITH THE PROVISIONS OF THE LIMITED LIABILITY COMPANY UNITS AGREEMENT BY AND AMONG THE SHAREHOLDERS OF XXXXXXX PARENT, LLC (THE “COMPANY”), AS IT MAY BE AMENDED OR RESTATED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE WITH THE COMPANY. IN ADDITION TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SUCH AGREEMENT, NO TRANSFER OF THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE LIMITED LIABILITY COMPANY UNITS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS, LAWS OR (B) IF SUCH TRANSFER IS PURSUANT TO AN EXEMPTION FROM THE REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE LIMITED LIABILITY COMPANY UNITS MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE LIMITED LIABILITY COMPANY UNITS REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN TRANSFER AND OTHER RESTRICTIONS SET FORTH IN THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, DATED AS OF NOVEMBER 22, 2005 AND OTHER AGREEMENTS AMONG THE ISSUER OF THESE LIMITED LIABILITY COMPANY UNITS AND CERTAIN OF ITS MEMBERS, AS THEY MAY BE AMENDED FROM TIME TO TIME, AND, AMONG OTHER THINGS, MAY NOT BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH SUCH TRANSFER RESTRICTIONS. COPIES OF SUCH AGREEMENTS ARE ON FILE WITH THE SECRETARY REQUIREMENTS OF THE ISSUER AND ARE AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST THEREFORACT. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF THE AFORESAID AGREEMENTSAGREEMENT.” (b) The Company shall maintain all records for the exchange and registration of Units, including all forms of transfer for Units, and shall: (i) keep at its principal place of business a register (the “Register”) in such form as it may determine, in which, subject to such reasonable regulations as it may prescribe, it shall provide for the registration of Unit Certificates and of Transfers thereof; (ii) ensure that all requests for Transfers of Units in compliance with this Agreement are appropriately recorded and accompanied by a written instrument of Transfer; and (iii) ensure that the original issue date of each Unit is appropriately recorded. (c) Notwithstanding anything contained herein to the contrary, the Company shall not be required to ascertain whether any transfer or exchange of Units complies with the registration provisions or exemptions from the Securities Act, the Exchange Act, applicable state securities Laws or the Investment Company Act of 1940, as amended. (d) Prior to due presentment of a Unit for registration or Transfer, the Company, or any agent, manager or Officer of the Company, may treat the Person in whose name such Unit is registered as the owner of the Unit for the purpose of receiving distributions pursuant to this Agreement and for all other purposes whatsoever, and the Company shall not be affected by notice to the contrary. (e) In the event Units are certificated, if (i) any mutilated Unit Certificate is surrendered to the Company, or (ii) the Company receives evidence to its satisfaction of the destruction, loss or theft of any Unit Certificate, together with indemnity or security sufficient to hold it harmless, the Company shall execute, and upon its written request the Company shall authenticate and deliver, in exchange for any such mutilated Unit Certificate or in lieu of any such destroyed, lost or stolen Unit Certificate, a new Unit Certificate of like tenor and principal amount, bearing a number not contemporaneously outstanding. Upon the issuance of any new Unit Certificate under this Section 5.4(e), the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses in connection therewith. The provisions of this Section 5.4(e) are exclusive and shall preclude (to the extent permissible under applicable Law) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Unit Certificates.