Common use of Units of Membership Interest Clause in Contracts

Units of Membership Interest. (a) The Membership Interests of each Member are set forth opposite such Member’s name in the column entitled “Membership Interests” on Exhibit 2.7 hereto. As provided in Section 3.2(d) hereof, Exhibit 2.7 shall be amended from time to time to reflect any change to the number of Membership Interests in the Company. (b) Each Membership Interest shall constitute a “security” within the meaning of, and governed by, (i) 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 and (ii) Article 8 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. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the UCC, such provision of Article 8 of the UCC shall be controlling. (c) At the discretion of the Managing Member or upon the reasonable request of any Member, the Membership Interests issued to the Members may be evidenced by Membership Interest Certificates in substantially the form attached hereto as Exhibit 3.2(c), and each Membership Interest Certificate shall bear a legend substantially as shown on such Exhibit. The Managing Member shall establish reasonable procedures for the delivery and reissuance of Membership Interest Certificates in connection with loss or destruction of Membership Interest Certificates and other eventualities. Among other matters, such procedures may set forth required fees, indemnification documentation, and signatures (including guarantees thereof) to be obtained from parties requesting reissuance of Membership Interest Certificates. Such procedures need not be incorporated into this Agreement, but a copy thereof shall be delivered to all Members, if applicable. (d) The name, number of Membership Interests, and Capital Account of each of the Members is set forth in Exhibit 2.7 attached hereto. The Managing Member shall update Exhibit 2.7 from time to time, as necessary to reflect accurately the information therein as known by the Managing Member, but no such update shall modify Exhibit 2.7 in any manner inconsistent with this Agreement or the Act. Any amendment or revision to Exhibit 2.7 made in accordance with this Agreement shall not be deemed an amendment to this Agreement for purposes of Section 15.1 hereof. Any reference in this Agreement to Exhibit 2.7 shall be deemed to be a reference to Exhibit 2.7 attached hereto as amended and in effect from time to time. (e) Each Member understands that the Membership Interests have not been and will not be registered under the Securities Act or under the securities laws of any state, and, in the future, such Membership Interests may be offered, resold, pledged or otherwise transferred only in accordance with the legend on such Membership Interest Certificates or on the face of this Agreement, the restrictions contained in this Agreement, and applicable federal and state securities laws. Each Member acknowledges that no representation is made by the Company as to the availability of any exemption under the Securities Act or any state securities laws for resale of the Membership Interests.

Units of Membership Interest. (a) The Membership Interests of each Member are set forth opposite such Member’s name in the column entitled “Membership Interests” on Exhibit 2.7 hereto. As provided in Section 3.2(d) hereof, Exhibit 2.7 shall be amended from time to time to reflect any change to the number of Membership Interests in the Company. (b) Each Membership Interest shall constitute a “security” within the meaning of, and governed by, (i) 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 and (ii) Article 8 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. Notwithstanding any provision of this Agreement to the contrary, to the extent that any LEGAL_US_E # 76491121.3 09887.00007 provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the UCC, such provision of Article 8 of the UCC shall be controlling. (c) At the discretion of the Managing Member or upon the reasonable request of any Member, the Membership Interests issued to the Members may be evidenced by Membership Interest Certificates in substantially the form attached hereto as Exhibit 3.2(c), and each Membership Interest Certificate shall bear a legend substantially as shown on such Exhibit. The Managing Member shall establish reasonable procedures for the delivery and reissuance of Membership Interest Certificates in connection with loss or destruction of Membership Interest Certificates and other eventualities. Among other matters, such procedures may set forth required fees, indemnification documentation, and signatures (including guarantees thereof) to be obtained from parties requesting reissuance of Membership Interest Certificates. Such procedures need not be incorporated into this Agreement, but a copy thereof shall be delivered to all Members, if applicable. (d) The name, number of Membership Interests, and Capital Account of each of the Members is set forth in Exhibit 2.7 attached hereto. The Managing Member shall update Exhibit 2.7 from time to time, as necessary to reflect accurately the information therein as known by the Managing Member, but no such update shall modify Exhibit 2.7 in any manner inconsistent with this Agreement or the Act. Any amendment or revision to Exhibit 2.7 made in accordance with this Agreement shall not be deemed an amendment to this Agreement for purposes of Section 15.1 hereof. Any reference in this Agreement to Exhibit 2.7 shall be deemed to be a reference to Exhibit 2.7 attached hereto as amended and in effect from time to time. (e) Each Member understands that the Membership Interests have not been and will not be registered under the Securities Act or under the securities laws of any state, and, in the future, such Membership Interests may be offered, resold, pledged or otherwise transferred only in accordance with the legend on such Membership Interest Certificates or on the face of this Agreement, the restrictions contained in this Agreement, and applicable federal and state securities laws. Each Member acknowledges that no representation is made by the Company as to the availability of any exemption under the Securities Act or any state securities laws for resale of the Membership Interests.