PURPOSES, TO ENSURE THAT UNITS ARE NOT TRADED ON AN ESTABLISHED
SECURITIES MARKET WITHIN THE MEANING OF TREASURY REGULATIONS
SECTION 1.7704-1(B) OR READILY TRADABLE ON A SECONDARY MARKET OR THE SUBSTANTIAL
EQUIVALENT THEREOF WITHIN THE MEANING OF REGULATIONS SECTION 1.7704-1(C),
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN,
(I)
THE COMPANY SHALL NOT PARTICIPATE IN THE ESTABLISHMENT OF ANY
SUCH MARKET OR THE INCLUSION OF ITS UNITS THEREON, AND
12
(II)
THE COMPANY SHALL NOT RECOGNIZE ANY TRANSFER MADE ON ANY SUCH
MARKET BY:
(A)
REDEEMING THE TRANSFEROR MEMBER (IN THE CASE OF A REDEMPTION OR
REPURCHASE BY THE COMPANY); OR
(B)
ADMITTING THE TRANSFEREE AS A MEMBER OR OTHERWISE RECOGNIZING ANY
RIGHTS OF THE TRANSFEREE, SUCH AS A RIGHT OF THE TRANSFEREE TO RECEIVE COMPANY
DISTRIBUTIONS (DIRECTLY OR INDIRECTLY) OR TO ACQUIRE AN INTEREST IN THE CAPITAL
OR PROFITS OF THE COMPANY.
Section 2.8.
Admission.
The Managing Member is hereby admitted as a member of
the company upon its execution of a counterpart signature page to this Agreement
and each member of the Company immediately prior to the effectiveness of this
Agreement shall continue as a Member hereunder.
ARTICLE III
CAPITALIZATION
Section 3.1.
Units; Initial Capitalization; Schedules.
(A)
LIMITED LIABILITY COMPANY INTERESTS.
INTERESTS IN THE COMPANY
SHALL BE REPRESENTED BY UNITS, OR SUCH OTHER EQUITY SECURITIES IN THE COMPANY,
OR SUCH OTHER COMPANY SECURITIES, IN EACH CASE AS THE MANAGING MEMBER MAY
ESTABLISH IN ITS SOLE DISCRETION IN ACCORDANCE WITH THE TERMS HEREOF. AS OF THE
DATE HEREOF, THE UNITS ARE COMPRISED OF ONE CLASS: "CLASS A UNITS".
(B)
SCHEDULE OF UNITS; SCHEDULE OF MEMBERS.
THE AGGREGATE NUMBER OF
OUTSTANDING UNITS AND THE AGGREGATE AMOUNT OF CASH CAPITAL CONTRIBUTIONS THAT
HAVE BEEN MADE BY THE MEMBERS AND THE FAIR MARKET VALUE OF ANY PROPERTY OTHER
THAN CASH CONTRIBUTED BY THE MEMBERS WITH RESPECT TO THE UNITS (INCLUDING, IF
APPLICABLE, A DESCRIPTION AND THE AMOUNT OF ANY LIABILITY ASSUMED BY THE COMPANY
OR TO WHICH CONTRIBUTED PROPERTY IS SUBJECT) SHALL BE SET FORTH ON A SCHEDULE
MAINTAINED BY THE COMPANY.
THE COMPANY SHALL ALSO MAINTAIN A SCHEDULE SETTING
FORTH THE NAME AND ADDRESS OF EACH MEMBER, THE NUMBER OF UNITS OWNED BY SUCH
MEMBER AND THE AGGREGATE CAPITAL CONTRIBUTIONS THAT HAVE BEEN MADE BY SUCH
MEMBER WITH RESPECT TO SUCH MEMBER'S UNITS (SUCH SCHEDULE, THE "SCHEDULE OF
MEMBERS").
THE SCHEDULE OF MEMBERS SHALL BE THE DEFINITIVE RECORD OF OWNERSHIP
OF EACH UNIT OR OTHER EQUITY SECURITY IN THE COMPANY AND ALL RELEVANT
INFORMATION WITH RESPECT TO EACH MEMBER.
THE COMPANY SHALL BE ENTITLED TO
RECOGNIZE THE EXCLUSIVE RIGHT OF A PERSON REGISTERED ON ITS RECORDS AS THE OWNER
OF UNITS OR OTHER EQUITY SECURITIES IN THE COMPANY FOR ALL PURPOSES AND SHALL
NOT BE BOUND TO RECOGNIZE ANY EQUITABLE OR OTHER CLAIM TO OR INTEREST IN UNITS
OR OTHER EQUITY SECURITIES IN THE COMPANY ON THE PART OF ANY OTHER PERSON,
WHETHER OR NOT IT SHALL HAVE EXPRESS OR OTHER NOTICE THEREOF, EXCEPT AS
OTHERWISE PROVIDED BY THE ACT.
(C)