Common use of Admission of Substituted Members Clause in Contracts

Admission of Substituted Members. As to Permitted Transfers, a transferee of Units shall be admitted as a substitute Member provided that such transferee has complied with the following provisions: (a) The transferee of Units shall, by written instrument in form and substance reasonably satisfactory to the Directors; (i) accept and adopt the terms and provisions of this Agreement, including this Section 9, and (ii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Units. The transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, (y) in the case of a Transfer to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; (b) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Units; and (c) Except in the case of a Transfer involuntarily by operation of law, if required by the Directors, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Directors reasonably deem necessary or appropriate to effect, and as a condition to, such Transfer.

Admission of Substituted Members. As If any Member transfers such Member’s Interest to Permitted Transfers, a transferee of Units in accordance with Sections 6.01 or 6.02, then such transferee shall only be entitled to be admitted into the Company as a substitute substituted Member provided that such transferee has complied with the following provisions: (a) The transferee of Units shall, by written instrument in form and substance reasonably satisfactory to the Directors; if (i) accept the Members approve such admission in writing and adopt the terms and provisions of this Agreement, including this Section 9, and Agreement is amended to reflect such admission; (ii) assume the obligations non-transferring Member approves the form and content of the transferor Member under this Agreement with respect to the transferred Units. The transferor Member shall be released from all such assumed obligations except instrument of transfer; (xiii) those obligations or liabilities of the transferor and transferee named therein execute and acknowledge such other instruments as the non-transferring Member arising out of a breach of this Agreement, (y) in the case of a Transfer may deem reasonably necessary to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreementeffectuate such admission; (biv) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Units; in writing accepts and (c) Except in the case of a Transfer involuntarily by operation of law, if required by the Directors, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by adopts all of the terms and conditions of this Agreement, as the same may have been amended; (v) the transferor pays, as the non-transferring Member may reasonably determine, all reasonable expenses incurred in connection with such admission, including, without limitation, legal fees and costs; and (vi) to the extent required the lender under the Loan or any Refinance has consented to such transfer. To the maximum extent permitted by applicable law, any transferee of an Interest who does not become a substituted Member shall have no right to require any information or account of the Company’s transactions, to inspect the Company books, or to vote on any of the matters as to which a Member would be entitled to vote under this Agreement. Any such transferee shall only be entitled to share in such Net Profits and Net Losses, to receive such distributions, and to receive such allocations of income, gain, loss, deduction or credit or similar items to which the transferor was entitled, to the extent transferred. A Member that transfers such Member’s Interest pursuant to Section 6.02 shall not cease to be a Member of the Company until the admission of the transferee and transferor as a substituted Member in accordance with this Agreement and, except as provided in the preceding sentence, shall each execute and deliver such other instruments as the Directors reasonably deem necessary or appropriate continue to effectbe entitled to exercise, and as a condition shall continue to be subject to, all of the other rights, duties and obligations of such TransferMember under this Agreement.

Admission of Substituted Members. As to Permitted Transfers, a transferee of Units shall be admitted as a substitute Member provided that such transferee has complied with the following provisions: (a) The transferee of Units shall, by written instrument in form and substance reasonably satisfactory to the Class A Directors; (i) accept and adopt the terms and provisions of this Agreement, including this Section 9, and (ii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Units. The transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, (y) in the case of a Transfer to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; (b) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Units; and (c) Except in the case of a Transfer involuntarily by operation of law, if required by the Class A Directors, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Class A Directors reasonably deem necessary or appropriate to effect, and as a condition to, such Transfer.

Admission of Substituted Members. As to Permitted Transfers, a transferee of Units shall be admitted as a substitute Member provided that such transferee has complied with the following provisions: (a) The transferee of Units shall, by written instrument in form and substance reasonably satisfactory to the Directors; (i) accept and adopt the terms and provisions of this Agreement, including this Section 9, and (ii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Units. The transferor Member shall be released from all such assumed obligations except (xA) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, (yB) in the case of a Transfer to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (zC) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; (b) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Units; and (c) Except in the case of a Transfer involuntarily by operation of law, if required by the Directors, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Directors reasonably deem necessary or appropriate to effect, and as a condition to, such Transfer.

Admission of Substituted Members. As to Permitted Transfers, a transferee of Units shall be admitted as a substitute Member provided that such transferee has complied with the following provisions: (a) The the transferee of Units shall, by written instrument in form and substance reasonably satisfactory to the Directors; (i) accept and adopt the terms and provisions of this Agreement, including this Section 9, and (ii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Units. The transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, (y) in the case of a Transfer to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; (b) The the transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Units; and (c) Except except in the case of a Transfer involuntarily by operation of law, if required by the Directors, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Directors reasonably deem necessary or appropriate to effect, and as a condition to, such Transfer. The transferor Member shall be released from all obligations assumed by the transferee except (x) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, (y) in the case of a Transfer to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement.

Admission of Substituted Members. As If any Member transfers such Member's Interest to Permitted Transfers, a transferee of Units in accordance with Sections 6.01 and/or 6.02 above, then such transferee shall only be entitled to be admitted into the Company as a substituted member (and this Agreement shall be admitted as a substitute Member provided that such transferee has complied amended in accordance with the following provisionsDelaware Act to reflect such admission), if: (a) The transferee of Units shall, by written instrument in form and substance reasonably satisfactory to the Directors; (i) accept the non-transferring Member reasonably approves the form and adopt content of the terms and provisions instrument of this Agreement, including this Section 9, and transfer; (ii) assume the obligations of the transferor and transferee named therein execute and acknowledge such other instruments as the non-transferring Member under this Agreement with respect may deem reasonably necessary to the transferred Units. The transferor Member shall be released from all effectuate such assumed obligations except (x) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, (y) in the case of a Transfer to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreementadmission; (biii) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Units; in writing accepts and (c) Except in the case of a Transfer involuntarily by operation of law, if required by the Directors, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by adopts all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Directors same may have been amended; and (iv) the transferor pays, as the non-transferring Member may reasonably deem necessary determine, all reasonable expenses incurred in connection with such admission, including, without limitation, legal fees and costs. To the maximum extent permitted by law, any assignee of an Interest who does not become a substituted member shall have no right to require any information or appropriate account of the Company's transactions, to effectinspect the Company books, or to vote on any of the matters as to which a member would be entitled to vote under this Agreement. An assignee shall only be entitled to share in such Net Profits and Net Losses, to receive such distributions, and to receive such allocations of income, gain, loss, deduction or credit or similar items to which the assignor was entitled, to the extent assigned. A Member that transfers such Member's Interest shall not cease to be a member of the Company until the admission of the assignee as a condition to, such Transfersubstituted member.

Admission of Substituted Members. As to Permitted Transfers, a transferee of Units shall be admitted as a substitute Member provided that such transferee has complied with the following provisions: (a) The transferee of Units shall, by written instrument in form and substance reasonably satisfactory to the Directors; : (i) accept and adopt the terms and provisions of this Agreement, including this Section 9, and (ii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Units. The transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, (y) in the case of a Transfer to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; (b) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Units; and (c) Except in the case of a Transfer involuntarily by operation of law, if required by the Directors, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Directors reasonably deem necessary or appropriate to effect, and as a condition to, such Transfer.

Admission of Substituted Members. As If any Member transfers such Member’s Interest to Permitted Transfers, a transferee of Units in accordance with Sections 6.01 or 6.02, then such transferee shall only be entitled to be admitted into the Company as a substitute substituted Member provided that such transferee has complied with the following provisions: (a) The transferee of Units shall, by written instrument in form and substance reasonably satisfactory to the Directors; if (i) accept the Members approve such admission in writing and adopt the terms and provisions of this Agreement, including this Section 9, and Agreement is amended to reflect such admission; (ii) assume the obligations non-transferring Member approves the form and content of the transferor Member under this Agreement with respect to the transferred Units. The transferor Member shall be released from all such assumed obligations except instrument of transfer; (xiii) those obligations or liabilities of the transferor and transferee named therein execute and acknowledge such other instruments as the non-transferring Member arising out of a breach of this Agreement, (y) in the case of a Transfer may reasonably deem necessary to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreementeffectuate such admission; (biv) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Units; accepts and (c) Except adopts in the case of a Transfer involuntarily by operation of law, if required by the Directors, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by writing all of the terms and conditions of this Agreement, as the same may have been amended; (v) the transferor pays all reasonable expense (as the non-transferring Member may reasonably determine) incurred in connection with such admission, including, without limitation, legal fees and costs; and (vi) to the extent required the lender under the Loan or any Refinance has consented to such transfer. To the maximum extent permitted by applicable law, any transferee of an Interest who does not become a substituted Member shall have no right to require any information regarding or accounting for the Company’s transactions, to inspect the Company books, or to vote on any of the matters as to which a Member would be entitled to vote under this Agreement. Any such transferee shall only be entitled to share in such Net Profits and Net Losses, to receive such distributions, and to receive such allocations of income, gain, loss, deduction or credit or similar items to which the transferor was entitled, to the extent transferred. A Member that transfers such Member’s Interest pursuant to Section 6.02 shall not cease to be a Member of the Company until the admission of the transferee and transferor as a substituted Member in accordance with this Agreement and, except as provided in the preceding sentence, shall each execute and deliver such other instruments as the Directors reasonably deem necessary or appropriate continue to effectbe entitled to exercise, and as a condition shall continue to be subject to, all of the other rights, duties and obligations of such TransferMember under this Agreement.

Admission of Substituted Members. As If any Member transfers such Member’s Interest to Permitted Transfers, a transferee of Units in accordance with Sections 6.01 or 6.02, then such transferee shall only be entitled to be admitted into the Company as a substitute substituted Member provided that such transferee has complied with the following provisions: (a) The transferee of Units shall, by written instrument in form and substance reasonably satisfactory to the Directors; if (i) accept the Members approve such admission in writing and adopt the terms and provisions of this Agreement, including this Section 9, and Agreement is amended to reflect such admission; (ii) assume the obligations non- transferring Member approves the form and content of the transferor Member under this Agreement with respect to the transferred Units. The transferor Member shall be released from all such assumed obligations except instrument of transfer; (xiii) those obligations or liabilities of the transferor and transferee named therein execute and acknowledge such other instruments as the non-transferring Member arising out of a breach of this Agreement, (y) in the case of a Transfer may deem reasonably necessary to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreementeffectuate such admission; (biv) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Units; in writing accepts and (c) Except in the case of a Transfer involuntarily by operation of law, if required by the Directors, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by adopts all of the terms and conditions of this Agreement, as the same may have been amended; (v) the transferor pays, as the non-transferring Member may reasonably determine, all reasonable expenses incurred in connection with such admission, including, without limitation, legal fees and costs; and (vi) to the extent required the lender under the Mortgage Loan or any refinance has consented to such transfer. To the maximum extent permitted by applicable law, any transferee of an Interest who does not become a substituted Member shall have no right to require any information or account of the Company’s transactions, to inspect the Company books, or to vote on any of the matters as to which a Member would be entitled to vote under this Agreement. Any such transferee shall only be entitled to share in such Net Profits and Net Losses, to receive such distributions, and to receive such allocations of income, gain, loss, deduction or credit or similar items to which the transferor was entitled, to the extent transferred. A Member that transfers such Member’s Interest pursuant to Section 6.02 shall not cease to be a Member of the Company until the admission of the transferee and transferor as a substituted Member in accordance with this Agreement and, except as provided in the preceding sentence, shall each execute and deliver such other instruments as the Directors reasonably deem necessary or appropriate continue to effectbe entitled to exercise, and as a condition shall continue to be subject to, all of the other rights, duties and obligations of such Transfer.Member under this Agreement. 6.04

Admission of Substituted Members. As If any Member transfers such Member’s Interest to Permitted Transfers, a transferee of Units in accordance with Sections 6.01 or 6.02, then such transferee shall only be entitled to be admitted into the Company as a substitute substituted Member provided that such transferee has complied with the following provisions: (a) The transferee of Units shall, by written instrument in form and substance reasonably satisfactory to the Directors; if (i) accept the Members approve such admission in writing and adopt the terms and provisions of this Agreement, including this Section 9, and Agreement is amended to reflect such admission; (ii) assume the obligations non-transferring Member approves the form and content of the transferor Member under this Agreement with respect to the transferred Units. The transferor Member shall be released from all such assumed obligations except instrument of transfer; (xiii) those obligations or liabilities of the transferor and transferee named therein execute and acknowledge such other instruments as the non-transferring Member arising out of a breach of this Agreement, (y) in the case of a Transfer may reasonably deem necessary to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreementeffectuate such admission; (biv) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Units; accepts and (c) Except adopts in the case of a Transfer involuntarily by operation of law, if required by the Directors, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by writing all of the terms and conditions of this Agreement, as the same may have been amended; (v) the transferor pays all reasonable expenses (as the non-transferring Member may reasonably determine) incurred in connection with such admission, including, without limitation, legal fees and costs; and (vi) to the extent required the lender under the Loan or any Refinance has consented to such transfer. To the maximum extent permitted by applicable law, any transferee of an Interest who does not become a substituted Member shall have no right to require any information regarding or accounting for the Company’s transactions, to inspect the Company books, or to vote on any of the matters as to which a Member would be entitled to vote under this Agreement. Any such transferee shall only be entitled to share in such Net Profits and Net Losses, to receive such distributions, and to receive such allocations of income, gain, loss, deduction or credit or similar items to which the transferor was entitled, to the extent transferred. A Member that transfers such Member’s Interest pursuant to Section 6.02 shall not cease to be a Member of the Company until the admission of the transferee and transferor as a substituted Member in accordance with this Agreement and, except as provided in the preceding sentence, shall each execute and deliver such other instruments as the Directors reasonably deem necessary or appropriate continue to effectbe entitled to exercise, and as a condition shall continue to be subject to, all of the other rights, duties and obligations of such TransferMember under this Agreement.

Admission of Substituted Members. As Subject to Permitted Transfersthe other provisions of this Section 9, a transferee of Units Shares may be admitted to the Company as a substituted Member only upon satisfaction of the conditions set forth in this Section 9.8. If a transferee of Shares satisfies the conditions set forth in this Section 9.8, such transferee shall be deemed admitted to the Company as a substitute Class A Member provided that such transferee has complied or Class B Member, as the case may be, where after the transferor shall be deemed withdrawn from the Company with respect to the following provisionsShares Transferred: (a) The transferee of Units (other than, with respect to clauses (i) and (ii) below, a transferee in accordance with Section 9.6) shall, by written instrument in form and substance reasonably satisfactory to a majority of the Directors; Managers designated other than by the transferring Member or its Affiliates (the "Transfer Managers") (and, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to each of the nontransferring Members equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, including this Section 9, and (iiiii) assume the obligations of the transferor Member under this Operating Agreement with respect to the transferred UnitsShares. The transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities of the transferor Member arising out of a breach of this AgreementOperating Agreement and, (y) in the case of a Transfer transfer to any Person other than a Member or any of its AffiliatesMember, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreementtransfer; (b) The Unless the requirements of this Section 9.8 have been waived by the Transfer Managers, the transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Units; and (c) Except in the case of a Transfer involuntarily by operation of law, if required by the Directors, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Directors reasonably deem necessary or appropriate to effect, and as a condition to, such Transfer.45 _____________________________________________________________________________

Admission of Substituted Members. As Subject to Permitted Transfersthe other provisions of this Section 10, a transferee of Units shall an Interest may be admitted to the Company as a substitute substituted Member provided that such transferee has complied with only upon satisfaction of the following provisionsconditions set forth in this Section 10.6: (a) The Members unanimously consent to such admission, which consent may be given or withheld in the sole and absolute discretion of the Members; (b) The Interest with respect to which the transferee is being admitted was acquired by means of a Permitted Transfer; (c) The transferee of Units an Interest (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the Directors; Manager (and, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to each nontransferring Member equivalent to those set forth in Section 7, (ii) accept and adopt the terms and provisions of this Agreement, including this Section 9I0, and (iiiii) assume the obligations of the transferor Member under this Agreement with respect to the transferred UnitsInterest. The transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities of the transferor Member arising out of a breach of this AgreementAgreement and, (y) in the case of a Transfer to any Person other than a Member or any of its AffiliatesMember, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; (bd) The Unless the requirements of this Section 10.6(d) have been waived by the Manager, the transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred UnitsInterest; and (ce) Except in the case of a Transfer involuntarily by operation of law, if If required by the DirectorsManager, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Directors Manager reasonably deem deems necessary or appropriate to effect, and as a condition to, such Transfer, including amendments to the Certificate or any other instrument filed with the State of Delaware or any other state or governmental authority.

Admission of Substituted Members. As Subject to Permitted Transfersthe other provisions of this Section 9, a transferee of Units Shares may be admitted to the Company as a substituted Member only upon satisfaction of the conditions set forth in this Section 9.8. If a transferee of Shares satisfies the conditions set forth in this Section 9.8, such transferee shall be deemed admitted to the Company as a substitute Class A Member provided that such transferee has complied or Class B Member, as the case may be, where after the transferor shall be deemed withdrawn from the Company with respect to the following provisionsShares Transferred: (a) The transferee of Units (other than, with respect to clauses (i) and (ii) below, a transferee in accordance with Section 9.6) shall, by written instrument in form and substance reasonably satisfactory to a majority of the Directors; Managers designated other than by the transferring Member or its Affiliates (the "Transfer Managers") (and, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to each of the nontransferring Members equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, including this Section 9, and (iiiii) assume the obligations of the transferor Member under this Operating Agreement with respect to the transferred UnitsShares. The transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities of the transferor Member arising out of a breach of this AgreementOperating Agreement and, (y) in the case of a Transfer transfer to any Person other than a Member or any of its AffiliatesMember, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreementtransfer; (b) The Unless the requirements of this Section 9.8 have been waived by the Transfer Managers, the transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Unitstransferred Shares; and (c) Except in the case of a Transfer involuntarily by operation of law, if If required by the DirectorsTransfer Managers, the transferee (other than a transferee that was a Member prior to the Transfertransfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Directors Transfer Managers reasonably deem necessary or appropriate to effect, and as a condition to, such Transfer.transfer, including amendments to the Certificate or any other instrument filed with the State of Delaware or any other state or governmental authority. 9.9

Admission of Substituted Members. As to Permitted Transfers, a transferee of Units shall be admitted as a substitute Member provided that such transferee has complied with the following provisions: (a) The the transferee of Units shall, by written instrument in form and substance reasonably satisfactory to the Directors; (i) accept and adopt the terms and provisions of this Agreement, including this Section 9, and (ii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Units. The transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, (y) in the case of a Transfer to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; (b) The the transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Units; and (c) Except except in the case of a Transfer involuntarily by operation of law, if required by the Directors, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Directors reasonably deem necessary or appropriate to effect, and as a condition to, such Transfer.. The transferor Member shall be released from all obligations assumed by the transferee except (x) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, (y) in the case of a Transfer to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement;

Admission of Substituted Members. As If any Member transfers such Member’s Interest to Permitted Transfers, a transferee of Units in accordance with Sections 6.01 or 6.02, then such transferee shall only be entitled to be admitted into the Company as a substitute substituted Member provided that such transferee has complied with the following provisions: (a) The transferee of Units shall, by written instrument in form and substance reasonably satisfactory to the Directors; if (i) accept the Members approve such admission in writing and adopt the terms and provisions of this Agreement, including this Section 9, and Agreement is amended to reflect such admission; (ii) assume the obligations non-transferring Member approves the form and content of the transferor Member under this Agreement with respect to the transferred Units. The transferor Member shall be released from all such assumed obligations except instrument of transfer; (xiii) those obligations or liabilities of the transferor and transferee named therein execute and acknowledge such other instruments as the non-transferring Member arising out of a breach of this Agreement, (y) in the case of a Transfer may deem reasonably necessary to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreementeffectuate such admission; (biv) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Units; in writing accepts and (c) Except in the case of a Transfer involuntarily by operation of law, if required by the Directors, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by adopts all of the terms and conditions of this Agreement, as the same may have been amended; (v) the transferor pays, as the non-transferring Member may reasonably determine, all reasonable expenses incurred in connection with such admission, including, without limitation, legal fees and costs; and (vi) to the extent required the lender under the Loan or any Refinance has consented to such transfer. To the maximum extent permitted by applicable law, any transferee of an Interest who does not become a substituted Member shall have no right to require any information or account of the Company’s transactions, to inspect the Company books, or to vote on any of the matters as to which a Member would be entitled to vote under this Agreement. Any such transferee shall only be entitled to share in such Net Profits and Net Losses, to receive such distributions, and to receive such allocations of income, gain, loss, deduction or credit or similar items to which the transferor was entitled, to the extent transferred. A Member that transfers such Member’s Interest pursuant to Section 6.02 shall not cease to be a Member of the Company until the admission of the transferee and transferor as a substituted Member in accordance with this Agreement and, except as provided in the preceding sentence, shall each execute and deliver such other instruments as the Directors reasonably deem necessary or appropriate continue to effectbe entitled to exercise, and as a condition shall continue to be subject to, all of the other rights, duties and obligations of such Transfer.Member under this Agreement. 6.04