EXHIBIT 4(c)
LIMITED LIABILITY COMPANY AGREEMENT
OF
[ISSUER LLC]
(A DELAWARE LIMITED LIABILITY COMPANY)
Dated [________], 200[__]
[ISSUER LLC]
LIMITED LIABILITY COMPANY AGREEMENT dated as of [________], 200[__],
adopted by CEF Equipment Holding, L.L.C. (the "Initial Member").
Preliminary Statement
The Initial Member desires to form a limited liability company under
the Delaware Limited Liability Company Act (currently Chapter 18 of Title 6 of
the Delaware Code), as amended from time to time (the "Act").
Accordingly, the Initial Member hereby adopts the following as the
"Limited Liability Company Agreement" of the Company within the meaning of
Section 18-101(7) of the Act.
ARTICLE I
Section 1.1 Definitions. Capitalized terms used in this Agreement
and not otherwise defined herein shall have the meanings assigned to such terms
in the "Definitions Addendum" attached to this Agreement and shall otherwise
have the meanings assigned to such terms in the Act.
ARTICLE II
Section 2.1 Formation. The Company was formed as a limited liability
company pursuant to the provisions of the Act on [________], 200[__], by the
filing of the Certificate of Formation with the office of the Secretary of State
of Delaware. The Initial Member hereby adopts, confirms and ratifies said
Certificate of Formation and all acts taken in connection therewith.
ARTICLE III
Section 3.1 Name. The name of the Company is [Issuer LLC]
ARTICLE IV
Section 4.1 Purpose and Limitations on Activities. The Company shall
limit its purposes and activities to (i) the issuance and sale of Membership
Interests, on the terms and conditions set forth herein; (ii) acquiring (through
purchase or otherwise) from CEF Equipment Holding, L.L.C. or any of its
subsidiaries or affiliates, holding, servicing, transferring and pledging
equipment loan and lease receivables, mortgage loans and receivables and any
related rights, documents, assets, and interests ("Assets"); (iii) entering into
any agreement providing for the acquisition, sale, financing, servicing, hedging
or transfer of the Assets or interests in the Assets; (iv) retaining or
reacquiring an interest in the Assets; (v) lending or otherwise investing
proceeds from Assets and any other income; and (vi) any purposes and activities
necessary, convenient or incidental to the conduct, promotion or attainment of
the business purposes and activities of the Company as set forth in clauses (i)
through (v) above.
2
Provided that, in connection with the permitted activities specified above, the
purpose and activities of the Company shall be further limited as follows:
(vii) the Company may only hold (a) financial assets (as that term is
defined within Statement of Financial Accounting Standards No. 140 and related
Generally Accepted Accounting Principles, as amended) transferred to it from CEF
Equipment Holding, L.L.C. or any of its subsidiaries or affiliates (the
"Transferred Assets"), (b) cash obtained from collections of the Financial
Assets and temporary cash equivalent investments of that cash pending
distribution, and (c) nonfinancial assets that may be acquired from time to time
in connection with foreclosure and related servicing activities associated with
the financial assets acquired under clause (a) above. Temporary cash investments
are intended to include money market accounts and certificates of deposits with
maturities no later than the next scheduled distribution date;
(viii) the servicing of assets held by the Company shall be conducted in a
manner that is consistent with the servicing agreement to which the Company
shall become a party coincident with the initial transfer of assets from CEF
Equipment Holding, L.L.C. or any of its subsidiaries or affiliates (the
"Servicing Agreement");
(ix) the Company may sell or assign assets only as specified in the
Servicing Agreement;
(x) the Company may enter into derivative contracts or xxxxxx that have
the following characteristics: (a) are interest rate swap arrangements, (b) have
a fair value at inception of zero, and (c) commence on a date within 2 days of
the effective date of the receipt by the Company of Transferred Assets.
ARTICLE V
Section 5.1 Registered Office; Other Offices. The address of the
registered office of the Company in the State of Delaware is 0000 Xxxxxx Xxxxxx,
Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx, 00000. The Initial Member may establish
other offices of the Company at such locations within or outside the State of
Delaware as the Initial Member may determine.
ARTICLE VI
Section 6.1 Registered Agent. The name and address of the registered
agent of the Company for service of process on the Company in the State of
Delaware is The Corporation Trust Company, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxx
Xxxxxx Xxxxxx, Xxxxxxxx, 00000.
ARTICLE VII
Section 7.1 Admission of Members. (a) By execution of this
Agreement, the Initial Member is hereby admitted as a Member of the Company and
shall have such rights in and to the profits and losses of the Company and
rights to receive distributions of the Company's assets, and such other rights
and obligations, as provided herein.
3
(b) The Initial Member may issue additional Membership Interests and thereby
admit a new Member or new Members, as the case may be, to the Company, only if
such new Member (i) has delivered to the Initial Member its capital
contribution, (ii) has agreed in writing to be bound by the terms of this
Agreement by becoming a party hereto, and (iii) has delivered such additional
documentation as the Initial Member shall reasonably require to so admit such
new Member to the Company.
Section 7.2 Initial Member. The name and the address of the Initial
Member of the Company is as follows:
CEF Equipment Holding, L.L.C.
ARTICLE VIII
Section 8.1 Management. Management of the Company is initially
vested in the Initial Member. The Initial Member shall be a manager within the
meaning of the Act (a "Manager") until such time as the Initial Member appoints
one or more Managers to replace the Initial Member. Each Manager shall perform
duties, on behalf of the Company as Manager as set forth in this Agreement and
in the Act and may enter into contracts with Persons on behalf of the Company
and engage in activities on behalf of the Company, including issuing, delivering
and executing contracts, agreements and other documents in connection therewith,
in each case in accordance with Section 4.1.
Section 8.2 Managers to Provide Information to the Initial Member.
It shall be the duty of each Manager to keep the Initial Member reasonably
informed as to material events relating to the Company, including, without
limitation, all claims pending or threatened against the Company and the
execution by such Manager on behalf of the Company of any material agreements or
instruments.
Section 8.3 Accounting and Tax Reports; Tax Matters. (a) The Initial
Member shall: (a) maintain (or cause to be maintained) the books of the Company
on a calendar year basis on the accrual method of accounting, (b) deliver to
each Member, as may be required by the Code and applicable Treasury Regulations,
such information as may be required (including Schedule K-1) to enable each
Member to prepare its federal, state and local income tax returns, (c) file such
tax returns relating to the Company, and make such elections as may from time to
time be required or appropriate under any applicable state or federal statute or
rule or regulation thereunder so as to maintain the Company's characterization
as a partnership for federal income tax purposes, (d) cause such tax returns to
be signed in the manner required by law and (e) collect or cause to be collected
any withholding tax with respect to income or distributions to Members. The
Initial Member shall elect under Section 1278 of the Code to include in income
currently any market discount that accrues with respect to the Assets and shall
elect under Section 171 of the Code to amortize any bond premium with respect to
the Assets. The Initial Member shall not make the election provided under
Section 754 of the Code.
4
(b) Initial Member shall be designated the "tax matters partner" of
the Company pursuant to Section 6231(a)(7)(A) of the Code and applicable
Treasury Regulations and shall sign on behalf of the Company the tax returns of
the Company.
ARTICLE IX
Section 9.1 Initial Capital Contributions. The initial cash capital
contribution to be made by the Initial Member promptly hereafter is $10,000.
ARTICLE X
Section 10.1 Additional Contributions. The Members shall have no
obligation to make any additional capital contribution to the Company after the
date hereof, but the Initial Member may elect to do so from time to time.
ARTICLE XI
Section 11.1 Distributions. Distributions shall be made to the
Members at the times and in the aggregate amounts determined by the Initial
Member, subject to the limitation of Section 18-607 of the Act.
Section 11.2 Distribution upon Withdrawal. Upon withdrawal, any
withdrawing Member shall not be entitled to receive any distribution and shall
not otherwise be entitled to receive the fair market value of its Membership
Interest.
ARTICLE XII
Section 12.1 Transfers. (a) A Member other than the Initial Member
may not Transfer any part of its Membership Interest without the prior written
consent of the Initial Member, such consent not to be unreasonably withheld. Any
purported Transfer of any Membership Interest in contravention of this Section
12.1 shall be null and void and of no force or effect whatsoever. No purchase or
transfer of a Membership Interest will be effective, and neither the Company nor
the Initial Member will recognize any such purchase or transfer, if, after
giving effect to such purchase or transfer, 25% or more of the Membership
Interests as determined under 29 C.F.R. Section 2510.3-101, would be held by
Benefit Plan Investors. A purchaser that is, or is acting on behalf of, an
employee benefit plan subject to ERISA or Section 4975 of the Code or any entity
deemed to hold plan assets of either of the foregoing, will be required to
represent and warrant that its investment in the Membership Interests will not
result in a non-exempt prohibited transaction under ERISA or Section 4975 of the
Code (or, in the case of a governmental or church plan, a violation of any
similar federal, state or local law).
(b) The Initial Member shall admit a transferee of a Member's
Membership Interest to the Company only if such transferee (i) has agreed in
writing to be bound by the terms of this Agreement by becoming a party hereto
and (ii) has delivered such additional documentation as the Initial Member shall
reasonably require to so admit such transferee to the Company. Notwithstanding
anything contained herein to the contrary, both the Company and the Initial
Member shall be entitled to treat the transferor of a Membership Interest as the
absolute owner thereof in all respects, and shall incur no liability for
distributions of cash or
5
other property made in good faith to it, until such time as a written assignment
or other evidence of the consummation of a Transfer that conforms to the
requirements of this Section 12.1 and is reasonably satisfactory to the Initial
Member has been received by the Company. The effective date of any Transfer
permitted under this Agreement shall be the close of business on the day of
receipt thereof by the Company.
Section 12.2 Restrictions on Expulsion. No Member shall be expelled
as a Member under any circumstances.
ARTICLE XIII
Section 13.1 Liability of Members. No Member or any Manager, agent,
shareholder, director, employee or incorporator of any Member will be liable for
the debts, obligations and liabilities of the Company or any other Member,
whether arising in contract, tort or otherwise, which debts, obligations and
liabilities shall be solely the debts, obligations and liabilities of the
Company or such other Member, as applicable.
ARTICLE XIV
Section 14.1 Exculpation and Indemnification of Members. (a) No
Indemnified Party shall be liable to the Company for any loss, damage or claim
incurred by reason of any act performed or any act omitted by such Indemnified
Party in connection with any matter arising from, or related to, or in
connection with this Agreement or the Company's business or affairs; provided,
however, that the foregoing shall not eliminate or limit the liability of any
Indemnified Party if a judgment or other final adjudication adverse to the
Indemnified Party establishes (i) that the Indemnified Party's acts or omissions
were in bad faith or involved intentional misconduct or a knowing violation of
law or (ii) that the Indemnified Party personally gained in fact a financial
profit or other advantage to which the Indemnified Party was not legally
entitled.
(b) The Company shall, to the fullest extent permitted by the Act,
indemnify and hold harmless, and advance expenses to, each Indemnified Party
against any losses, claims, damages or liabilities to which the Indemnified
Party may become subject in connection with any matter arising from, related to,
or in connection with, this Agreement or the Company's business or affairs;
provided, however, that no indemnification may be made to or on behalf of any
Indemnified Party if a judgment or other final adjudication adverse to the
Indemnified Party establishes (i) that the Indemnified Party's acts were
committed in bad faith or were the result of active and deliberate dishonesty
and were material to the cause of action so adjudicated or (ii) that the
Indemnified Party personally gained in fact a financial profit or other
advantage to which the Indemnified Party was not legally entitled.
(c) Notwithstanding anything else contained in this Agreement, the
indemnity obligations of the Company under paragraph (b) above shall:
(i) be in addition to any liability that the Company may
otherwise have;
6
(ii) inure to the benefit of the successors, assigns, heirs
and personal representatives of each Indemnified Party; and
(iii) be limited to the assets of the Company.
(d) This Article XIV shall survive any termination of this Agreement
and the dissolution of the Company.
ARTICLE XV
Section 15.1 Duration and Dissolution. The Company shall be
dissolved and its affairs shall be wound up upon the affirmative vote or written
consent of the Initial Member. So long as the Company has borrowings or
membership interests outstanding that are not held by the Initial Member or its
affiliates ("Outside Beneficial Interests"), the Initial Member may not dissolve
the Company without the approval of such Outside Beneficial Interest holders.
Notice of any dissolution of the Company shall be given promptly by the Initial
Member to any Outside Beneficial Interest holders following the final
distributions due on any Membership Interest by General Electric Capital
Corporation, or any of its successors or assigns (in such capacity, the
"Servicer") and receipt by the Initial Member of a dissolution notice from the
Servicer.
ARTICLE XVI
Section 16.1 Bankruptcy. Except by the unanimous consent of all
Members, and Managers, and if the Company has a board of directors then by the
unanimous consent of all directors, the Company shall not file a voluntary
petition in bankruptcy or otherwise seek relief under Title 11 of the United
States Code or any successor statute thereto, or under any similar applicable
state law.
Section 16.2 Amendments. This Agreement may be amended only by
written instrument executed by the Initial Member; provided that so long as the
Company has Outside Beneficial Interests, this Agreement may not be amended,
modified or otherwise changed without the approval of a majority of such Outside
Beneficial Interest Holders.
Section 16.3 Headings. The titles of Sections of this Agreement are
for convenience or reference only and shall not define or limit any of the
provisions of this Agreement.
Section 16.4 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING
EFFECT TO CONFLICTS OF LAW PRINCIPLES THEREOF.
Section 16.5 Separability of Provisions. Each provision of this
Agreement shall be considered separable and if for any reason any provision or
provisions herein are determined to be invalid, unenforceable or illegal under
any existing or future law, such invalidity, unenforceability or illegality
shall not impair the operation of or affect those portions of this Agreement
which are valid, enforceable and legal.
Section 16.6 Further Assurances. The Initial Member shall execute
and deliver such further instruments and do such further acts and things as may
be required to carry out the intent and purposes of this Agreement.
7
Section 16.7 Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original of this
Agreement. Executed counterparts may be delivered electronically.
[Signature Follows]
8
IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, has duly executed this Agreement as of the date first above written.
CEF EQUIPMENT HOLDING, L.L.C.
By:
----------------------------------------
Name:
Title:
9
DEFINITIONS ADDENDUM
TO THE
LIMITED LIABILITY COMPANY AGREEMENT
"Act" is defined in the Preliminary Statement.
"Affiliate" means, with respect to any Person, any Person or group
of Persons acting in concert in respect of the Person in question that, directly
or indirectly, controls or is controlled by or is under common control with such
Person. For the purposes of this definition, "control" (including, with
correlative meaning, the terms "controlled by" and "under common control with")
as used with respect to any Person or group of Persons, shall mean the power to
direct or cause the direction of the management and policies of such Person,
whether through the ownership of voting securities, by contract or otherwise.
"Agreement" means this Limited Liability Company Agreement,
including any actions amending, modifying or supplementing this Limited
Liability Company Agreement.
"Asset" is defined in Section 4.1.
"Benefit Plan Investor" means an "employee benefit plan" within the
meaning of Section 3(3) of (whether or not subject to ERISA, and including,
without limitation, foreign or government plans), a "plan" described in Section
4975(e)(1) of the Code, or any entity deemed to hold "plan assets" of any of the
foregoing by reason of investment by an "employee benefit plan" or "plan" in the
entity.
"Certificate" means a certificate representing a Membership Interest
in the form of Exhibit B.
"Certificate of Formation" means the Certificate of Formation of
[Issuer LLC], as amended from time to time.
"Code" means the Internal Revenue Code of 1986, as amended from time
to time, and Treasury Regulations promulgated thereunder.
"Company" means [Issuer LLC], a Delaware limited liability company.
"ERISA" means the Employee Retirement Income Security Act of 1974,
as amended from time to time and any regulations promulgated thereunder.
"Indemnified Party" means a Member, Manager, employee, organizer or
agent of the Company or any officer, agent, shareholder, director, employee or
incorporator of the Initial Member.
"Initial Member" has the meaning assigned in the preamble.
"Manager" is defined in Section 8.1.
10
"Member" means any Person that is admitted as a member of the
Company, in each case for so long as such Person continues to be a member of the
Company.
"Membership Interest" means the entire limited liability company
interest of the Member in the Company at any particular time, including the
right of such Initial Member to any and all benefits to which a Member may be
entitled as provided in this Agreement, together with the obligations of such
member to comply with all the terms and provisions of this Agreement. A
Membership Interest may be represented by a Certificate.
"Person" means an individual, partnership corporation (including a
business trust), limited liability company, joint stock company, trust,
association, joint venture, government or any agency or political subdivision
thereof or any other entity of whatever nature.
"Transfer" means, (i) as a noun, any transfer, sale, assignment,
exchange, charge, pledge, gift, hypothecation, conveyance, encumbrance or other
disposition whether direct or indirect, voluntary or involuntary, by operation
of law or otherwise and, (ii) as a verb, directly or indirectly, voluntarily or
involuntarily, by operation of law or otherwise, to transfer, sell, assign,
exchange, charge, pledge, give, hypothecate, convey, encumber or otherwise
dispose of.
"Treasury Regulations" means regulations, including proposed or
temporary regulations, promulgated under the Code.
11
EXHIBIT A
FORM OF CERTIFICATE OF FORMATION
OF
[ISSUER LLC]
This Certificate of Formation of [Issuer LLC], dated as of [_________],
200[__], has been duly executed and is being filed by [_________], 200[__], as
an authorized person, to form a limited liability company under the Delaware
Limited Liability Company Act (6 Del.C.Section 18-101, et seq.).
1. The name of the limited liability company is [Issuer LLC] (the "LLC").
2. The address of the registered office of the LLC in the State of Delaware
is 0000 Xxxxxx Xxxxxx, Xxxxxxxxx Trust Center, in the City of Wilmington,
County of Xxx Xxxxxx, Xxxxxxxx 00000. The name of the registered agent of
the LLC at such address is The Corporation Trust Company.
3. The name and address of the registered agent for service of process on the
LLC in the State of Delaware is The Corporation Trust Company, Corporation
Trust Center, 1209 Orange Street, County of Xxx Xxxxxx, Xxxxxxxxxx,
Xxxxxxxx 00000.
4. The period of duration of the LLC is perpetual unless otherwise dissolved
in accordance with the Limited Liability Company Agreement of the LLC.
5. This Certificate of Formation shall be effective as of its filing.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of the LLC this [____] day of [_____________________].
By:
--------------------------------------
Name: [ ]
--------------------------
Title: Authorized Person
EXHIBIT B
to LLC Agreement
FORM OF CERTIFICATE
REGISTERED PERCENTAGE INTEREST 100%
NUMBER R-
-----
THIS CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF A BENEFIT
PLAN (AS DEFINED BELOW).
[ISSUER LLC]
ASSET BACKED CERTIFICATE
evidencing a fractional undivided interest in the LLC, as defined below,
the property of which includes a pool of contracts secured by equipment loan and
lease receivables, mortgage loans and receivables and sold to the LLC by CEF
Equipment Holding, L.L.C.
(This Certificate does not represent an interest in or obligation of CEF
Equipment Holding, L.L.C., General Electric Capital Services, Inc., General
Electric Capital Corporation or General Electric Company, or any of their
respective affiliates, except to the extent described below.)
THIS CERTIFIES THAT CEF EQUIPMENT HOLDING, L.L.C. is the registered owner
of a ONE HUNDRED PERCENT nonassessable, fully-paid, undivided interest in the
[Issuer LLC] (the "LLC") formed by CEF Equipment Holding, L.L.C., a Delaware
limited liability company (the "Depositor").
The LLC was created pursuant to a Certificate of Formation dated as of
[ ], 200[ ] and is governed by a Limited Liability Company Agreement
adopted by [ ] (the "Initial Member") dated as of [____________], 200[__]
(the "LLC Agreement"). To the extent not otherwise defined herein, the
capitalized terms used herein have the meanings assigned to them in the LLC
Agreement or the Servicing Agreement (the "Servicing Agreement") dated as of
[____________], 200[__] among the LLC, the Depositor and General Electric
Capital Corporation, as servicer (the "Servicer"), as applicable. This LLC
Certificate is one of the duly authorized Certificates designated as "Asset
Backed Certificates" (herein called the "LLC Certificates") issued under and
subject to the terms, provisions and conditions of the LLC Agreement, to which
LLC Agreement the holder of this LLC Certificate by virtue of the acceptance
hereof assents and by which holder is bound.
Issued under the Indenture dated as of [____________], 200[__] between the
LLC and [Indenture Trustee Name], as Indenture Trustee, are notes designated as
["_____% Class A Notes" and "____% Class B Notes".] Each Holder of this LLC
Certificate acknowledges and agrees that its rights to receive distributions in
respect of this LLC Certificate are subordinated to the rights of the
Noteholders as described in the Servicing Agreement and the Indenture.
It is the intent of the Depositor, Servicer and the Certificateholders
that, for purposes of Federal income, State and local income and franchise and
any other income taxes measured in whole or in part by income, until the LLC
Certificates are held by other than the Depositor, the LLC be disregarded as an
entity separate from its owner. At such time that the LLC Certificates are held
by more than one person, it is the intent of the Depositor, Servicer and the
Certificateholders that, for purposes of Federal income, State and local income
and franchise and any other income taxes measured in whole or in part by income,
the LLC be treated as a partnership, the assets of which are the assets held by
the LLC, and the Certificateholders will be treated as partners in that
partnership. The Depositor and the other Certificateholders, by acceptance of a
LLC Certificate, agree to treat, and to take no action inconsistent with the
treatment of, the LLC Certificates as such for tax purposes.
Each Certificateholder, by its acceptance of a LLC Certificate, covenants
and agrees that such Certificateholder will not at any time institute against
the Depositor or the LLC, or join in any institution against the Depositor or
the LLC of, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings, or other proceedings under any United States Federal or
State bankruptcy or similar law in connection with any obligations relating to
the LLC Certificates, the Notes, the LLC Agreement or any of the Basic
Documents.
The LLC Certificates do not represent an obligation of, or an interest in,
the Depositor, the Servicer, General Electric Capital Services, Inc., General
Electric Capital Corporation or General Electric Company, the Initial Member or
any affiliates of any of them and no recourse may be had against such parties or
their assets, except as may be expressly set forth or contemplated herein or in
the LLC Agreement or the Basic Documents.
The Certificates may not be acquired by or for the account of: (i) an
employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to
the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1)
of the Internal Revenue Code of 1986, as amended, or (iii) any entity whose
underlying assets include plan assets by reason of an employee benefit plan's or
a plan's investment in the entity (a "Benefit Plan"). By accepting and holding
this
B-2
Certificate, each of the Holder shall be deemed to have represented and
warranted that it is not a Benefit Plan.
Unless the certificate of authentication hereon shall have been executed
by an authorized officer of the LLC, by manual signature, this LLC Certificate
shall not entitle the holder hereof to any benefit under the LLC Agreement or
the Servicing Agreement or be valid for any purpose.
This LLC Certificate shall be construed in accordance with the laws of the
State of Delaware, without reference to its conflict of law provisions, and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
B-3
IN WITNESS WHEREOF, the Initial Member on behalf of the LLC and not in its
individual capacity has caused this LLC Certificate to be duly executed.
[Issuer LLC]
By: [INITIAL MEMBER NAME],
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
B-4
CERTIFICATE OF AUTHENTICATION
This is one of the LLC Certificates referred to in the within-mentioned
LLC Agreement.
[INITIAL MEMBER NAME],
as Initial Member
By:
----------------------------------
Authorized Officer
Date: [____________], 200[__]
EXHIBIT B
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE
--------------------------------------------------------------------------------
(Please print or type name and address, including postal zip code, of assignee)
--------------------------------------------------------------------------------
the within LLC Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing
--------------------------------------------------------------------------------
Attorney to transfer said LLC Certificate on the books of the Certificate
Registrar, with full power of substitution in the premises.
Dated: *
----------------------------------------
Signature Guaranteed:
*
----------------------------------------
*NOTICE: The signature to this assignment must correspond with the name as
it appears upon the face of the within LLC Certificate in every particular,
without alteration, enlargement or any change whatever. Such signature must be
guaranteed by a member firm of the New York Stock Exchange or a commercial bank
or trust company.
