Common use of Transferees Clause in Contracts

Transferees. The transferee of any Interest that has been Transferred in compliance with the provisions of this Article 9 shall be entitled to receive the share of Company income, gains, losses, deductions, credits and distributions to which its transferor would have been entitled with respect to such Interest; provided, however, that such transferee shall not be so entitled and shall not become a Member of the Company with respect to such Interest unless: (a) the instrument of assignment so provides; (b) a majority of votes held by the Managers (other than any Manager appointed by the transferor, if applicable), in its sole discretion, consents to the admission of such transferee as a Member; provided, consent of the Board of Managers under this clause (b) shall not be required if such transferee is a Permitted Transferee of the transferor unless and until such transferee is no longer a Permitted Transferee of the transferor (because, for example, the transferor no longer Controls such transferee) in which case such transferee shall be an assignee hereunder but not a Member (unless the Board of Managers consents to the admission of such transferee at such time as a Member); and (c) such transferee agrees in writing to be bound as a Member by this Agreement. Upon becoming a Member, such transferee shall have all of the rights and powers of, shall be subject to all of the restrictions applicable to, shall assume all of the obligations of, and shall succeed to the status of, its predecessor, and shall in all respects be a Member under this Agreement. Any transferee of an Interest who is admitted to the Company as a Member shall be considered for all purposes to be a Member of the same class as his transferor. The use of the term “Member” in this Agreement shall be deemed to include any such additional Members. Until such transferee is admitted as a Member pursuant to this Section 9.5, (x) such transferee shall not be entitled to participate in the management of the Company or to exercise any voting or other rights or powers of a Member, except for the rights described in the first sentence of this Section 9.5 and (y) the transferor Member shall continue to be a Member and to be entitled to exercise any rights or powers of a Member with respect to the Interest Transferred. A Permitted Transferee of any Investor Party in a transfer designated in Section 9.2(a)(ii) and Section 9.2(a)(iii), and a transferee of Potentially Restricted Member in a transfer designated in Section 9.3(b), shall be admitted as a Member subject only to satisfaction of clause (c) hereof.

Transferees. (a) The transferee Partnership shall not recognize for any purpose any purported Transfer of any Interest that has been Transferred in compliance with Partnership Unit unless the provisions of Sections 13.1 through 13.4, inclusive, shall have been complied with and there shall have been filed with the Partnership a dated notice of such Transfer, in form satisfactory to the General Partner, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee or transferee, and such notice contains (i) the acceptance by the purchaser, assignee or transferee of all of the terms and provisions of this Article 9 Agreement applicable to it, including the provisions of Section 14.8 and its agreement to be bound hereby, (ii) a representation that such Transfer was made in accordance with all applicable laws and regulations, (iii) a joinder to the Exchange Agreement executed by the purchaser, assignee or transferee pursuant to and in accordance with the Exchange Agreement, and (iv) a power of attorney granted by the purchaser, assignee or transferee to the General Partner to execute this Agreement on its behalf. (b) Unless and until an assignee of a Partnership Unit shall have been admitted to the Partnership as a Substituted Limited Partner pursuant to Section 13.5, such assignee shall be entitled only to receive the share economic rights of Company incomean assignee of a Partnership Unit under Section 17-702(a)(3) of the Act and any successor provision, gainsand such assignee shall not have the power or right to exercise, lossesor to compel by legal action or otherwise the assigning Partnership Unit Holder to exercise, deductionsany rights or powers of a Partnership Unit Holder, credits and distributions including without limitation the right to which its transferor would have been entitled give consents with respect to such InterestPartnership Unit; provided, however, that in any event a Person acquiring a Partnership Unit shall have only such transferee rights as and shall be subject to all the obligations as are set forth in this Agreement, and, without limiting the generality of the foregoing, such Person shall not have any right to partition of the Partnership’s assets or to have the value of its Partnership Unit ascertained or receive the value of such Partnership Unit. (c) Unless and until a Substituted Limited Partner is admitted in place of such assigning Limited Partner, such assigning Limited Partner shall not cease to be so a Limited Partner or cease to have any of the rights or obligations of a Limited Partner hereunder. (d) Anything herein to the contrary notwithstanding, both the Partnership and the General Partner shall be entitled to treat the assignor of any Partnership Units as the absolute owner thereof in all respects, and shall not become a Member of the Company with respect incur no liability for distributions made in good faith to such Interest unless: (a) the instrument of assignment so provides; (b) a majority of votes held by the Managers (other than any Manager appointed by the transferorit, if applicable), in its sole discretion, consents to the admission of such transferee as a Member; provided, consent of the Board of Managers under this clause (b) shall not be required if such transferee is a Permitted Transferee of the transferor unless and until such transferee is no longer a Permitted Transferee of the transferor (because, for example, the transferor no longer Controls such transferee) in which case such transferee shall be an assignee hereunder but not a Member (unless the Board of Managers consents to the admission of such transferee at such time as a Member); and (c) such transferee agrees in writing to be bound as a Member by this Agreement. Upon becoming a Member, such transferee shall have all written notice of the rights Transfer that conforms to the requirements of this Article XIII has been received by the Partnership and powers ofaccepted by the General Partner. (e) A Person who is the assignee of a Partnership Unit as permitted hereby but does not become a Substituted Limited Partner and who desires to make a further Transfer of such Partnership Unit, shall be subject to all of the restrictions applicable to, shall assume all provisions of the obligations of, and shall succeed this Article XIII to the status of, its predecessor, same extent and shall in all respects be a Member under this Agreement. Any transferee of an Interest who is admitted to the Company as a Member shall be considered for all purposes to be a Member of the same class manner as his transferor. The use any Limited Partner desiring to make a Transfer of the term “Member” in this Agreement shall be deemed to include any such additional Members. Until such transferee is admitted as a Member pursuant to this Section 9.5, (x) such transferee shall not be entitled to participate in the management of the Company or to exercise any voting or other rights or powers of a Member, except for the rights described in the first sentence of this Section 9.5 and (y) the transferor Member shall continue to be a Member and to be entitled to exercise any rights or powers of a Member with respect to the Interest Transferred. A Permitted Transferee of any Investor Party in a transfer designated in Section 9.2(a)(ii) and Section 9.2(a)(iii), and a transferee of Potentially Restricted Member in a transfer designated in Section 9.3(b), shall be admitted as a Member subject only to satisfaction of clause (c) hereofits Partnership Unit.

Transferees. The A permitted transferee of any Interest that has been Transferred in compliance with the provisions of this Article 9 a Member shall be entitled to receive the share of Company income, gains, losses, deductions, credits and distributions to which its transferor would have been entitled with respect to such Interest; providedentitled. However, however, that such the transferee shall not be so entitled and of any Interest shall not become a Member of the Company with respect to such Interest unless: (a) the instrument of assignment so provides; (b) a majority of votes held by the Managers (other than any Manager appointed by the transferor, if applicable), in its sole discretion, consents to the admission of such transferee as a Member; provided, consent of the Board of Managers under this clause (b) shall not be required if such transferee is a Permitted Transferee of the transferor unless and until such transferee is no longer a Permitted Transferee of the transferor (because, for example, the transferor no longer Controls such transferee) in which case such transferee shall be an assignee hereunder but not a Member (unless the Board of Managers consents to the admission of such transferee at such time as a Member); and (c) such transferee agrees in writing to be bound as a Member by this Agreement; (c) all of the Members, in their sole discretion, consent to the admission of such transferee as a Member (which consent shall automatically be deemed given in the case of an Affiliate transfer permitted under Section 12.1); and (d) the underlying transfer could not reasonably be expected to result in the Company being treated as a corporation or otherwise being taxed as an entity for federal income tax purposes; provided, however, that such consent shall not be required with respect to a transfer that is approved by the Members or is otherwise permitted pursuant to the terms of this Agreement. Upon becoming a Member, such transferee shall have all of the rights and powers of, shall be subject to all of the restrictions applicable to, shall assume all of the obligations of, and shall succeed to the status of, its predecessor, and shall in all respects be a Member under this Agreement. Any transferee of an Interest who is admitted to the Company as a Member shall be considered for all purposes to be a Member of the same class as his transferor. The use of the term “Member” in this Agreement shall be deemed to include any such additional Members. Until such transferee is admitted as a Member pursuant to this Section 9.512.2, (xa) such transferee shall not be entitled to participate in the management of the Company or to exercise any voting or other rights or powers of a Member, except for the rights described in the first sentence of this Section 9.5 12.2, and (yb) the transferor Member shall continue to be a Member and to be entitled to exercise any rights or powers of a Member with respect to the Interest Transferred. A Permitted Transferee of any Investor Party in a transfer designated in Section 9.2(a)(ii) and Section 9.2(a)(iii), and a transferee of Potentially Restricted Member in a transfer designated in Section 9.3(b), shall be admitted as a Member subject only to satisfaction of clause (c) hereoftransferred.

Transferees. The transferee Any Transfer of any a Membership Interest that has been Transferred in compliance with by a Person (the provisions of this Article 9 "Transferor") permitted hereunder, other than to an existing Member or pursuant to Section 16.1, shall be entitled effective only to give the transferee (the "Transferee") the right to receive the share of Company income, gains, losses, deductions, credits allocations and distributions Distributions to which its transferor the Transferor would otherwise be entitled. Thus, a transferred Interest shall have been entitled with respect no voting rights unless and until the Transferee holder of such Interest is admitted as a substitute Member as set forth below. Unless and until a Transferee is admitted as a substituted Member, the Transferee shall have no right to exercise any of the powers, rights or privileges of a Member hereunder or under the Act. A Member who has assigned his Membership Interest shall cease to be a Member on assignment of the Member's entire Membership Interest, and thereafter shall have no further powers, rights, or privileges as a Member hereunder, but shall, unless otherwise relieved of such Interest; obligations by agreement of all of the other Members or by operation of law, remain liable for all obligations and duties as a Member. A Transferee pursuant to this Section 14.2 shall be admitted as a substituted Member when and if such Transferee satisfies each of the following requirements: a) The vote or consent of a Supermajority shall be required for , provided, however, that such transferee shall not be so entitled and shall not become a Member of the Company with respect to such Interest unless: (a) the instrument of assignment so provides; (b) a majority of votes held by the Managers (other than any Manager appointed by the transferor, if applicable), in its sole discretion, consents to the admission of such transferee as a Member; provided, consent of the Board of Managers under this clause (b) shall not be required if such transferee is for a Permitted Transferee Transfer to an existing Member or a trust or entity solely for the benefit of the transferor unless and until such transferee is no longer a Permitted Transferee of the transferor (because, for example, the transferor no longer Controls such transferee) in which case such transferee shall be an assignee hereunder but not a Class A Member (unless the Board of Managers consents to the admission of or such transferee at such time as a Class A Member's heirs or family members); and (c; b) such transferee agrees The Transferee shall expressly consent in writing to be bound as a Member by this Agreement. Upon becoming a Member, such transferee shall have all of the rights and powers of, shall be subject to all of the restrictions applicable to, provisions of this Agreement in the manner set forth in Section 16.2; c) The Transferor or Transferee shall assume all have delivered to the Board a duly executed copy of the obligations ofinstrument making such Transfer, and shall succeed to such other documents or instruments as the status ofBoard may reasonably request, its predecessorincluding, and shall in all respects be a Member under this Agreement. Any transferee without limitation, an opinion of an Interest who is admitted to counsel if required by the Company as a Member shall be considered for all purposes to be a Member of the same class as his transferor. The use of the term “Member” in this Agreement shall be deemed to include any such additional Members. Until such transferee is admitted as a Member pursuant to this Section 9.5, (x14.3; and d) such transferee The Transferor or the Transferee shall not be entitled to participate in the management have paid all reasonable legal fees and costs of the Company or to exercise any voting or other rights or powers of a Member, except for in connection with the rights described in the first sentence of this Section 9.5 and (y) the transferor Member shall continue to be a Member and to be entitled to exercise any rights or powers of a Member with respect to the Interest Transferred. A Permitted Transferee of any Investor Party in a transfer designated in Section 9.2(a)(ii) and Section 9.2(a)(iii), and a transferee of Potentially Restricted Member in a transfer designated in Section 9.3(b), shall be admitted Transferee's admission as a Member subject only to satisfaction of clause (c) hereofsubstitute Member.

Transferees. (a) The transferee Partnership shall not recognize for any purpose any purported Transfer of any Interest that has been Transferred in compliance with Partnership Unit unless the provisions of Sections 14.1 through 14.4, inclusive, shall have been complied with and there shall have been filed with the Partnership a dated notice of such Transfer, in form satisfactory to the General Partner, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee or transferee, and such notice (i) contains the acceptance by the purchaser, assignee or transferee of all of the terms and provisions of this Article 9 Agreement applicable to it, including the provisions of Section 15.8 and its agreement to be bound hereby, (ii) represents that such Transfer was made in accordance with all applicable laws and regulations, (iii) contains a joinder to the Exchange Agreement executed by the purchaser, assignee or transferee pursuant to and in accordance with the Exchange Agreement, and (iv) contains a power of attorney granted by the purchaser, assignee or transferee to the General Partner to execute this Agreement on its behalf. (b) Unless and until an assignee of a Partnership Unit shall have been admitted to the Partnership as a Substituted Limited Partner pursuant to Section 14.5, such assignee shall be entitled only to receive the share economic rights of Company incomean assignee of a Partnership Unit under Section 17‑702(a)(3) of the Act and any successor provision, gainsand such assignee shall not have the power or right to exercise, lossesor to compel by legal action or otherwise the assigning Partnership Unit Holder to exercise, deductionsany rights or powers of a Partnership Unit Holder, credits and distributions including without limitation the right to which its transferor would have been entitled give consents with respect to such InterestPartnership Unit; provided, however, that in any event a Person acquiring a Partnership Unit shall have only such transferee rights as and shall be subject to all the obligations as are set forth in this Agreement, and, without limiting the generality of the foregoing, such Person shall not have any right to partition of the Partnership’s assets or to have the value of its Partnership Unit ascertained or receive the value of such Partnership Unit. (c) Unless and until a Substituted Limited Partner is admitted in place of such assigning Limited Partner, such assigning Limited Partner shall not cease to be so a Limited Partner or cease to have any of the rights or obligations of a Limited Partner hereunder. (d) Anything herein to the contrary notwithstanding, both the Partnership and the General Partner shall be entitled to treat the assignor of any Partnership Units as the absolute owner thereof in all respects, and shall not become a Member of the Company with respect incur no liability for distributions made in good faith to such Interest unless: (a) the instrument of assignment so provides; (b) a majority of votes held by the Managers (other than any Manager appointed by the transferorit, if applicable), in its sole discretion, consents to the admission of such transferee as a Member; provided, consent of the Board of Managers under this clause (b) shall not be required if such transferee is a Permitted Transferee of the transferor unless and until such transferee is no longer a Permitted Transferee of the transferor (because, for example, the transferor no longer Controls such transferee) in which case such transferee shall be an assignee hereunder but not a Member (unless the Board of Managers consents to the admission of such transferee at such time as a Member); and (c) such transferee agrees in writing to be bound as a Member by this Agreement. Upon becoming a Member, such transferee shall have all written notice of the rights Transfer that conforms to the requirements of this Article XIV has been received by the Partnership and powers ofaccepted by the General Partner. (e) A Person who is the assignee of a Partnership Unit as permitted hereby but does not become a Substituted Limited Partner and who desires to make a further Transfer of such Partnership Unit, shall be subject to all of the restrictions applicable to, shall assume all provisions of the obligations of, and shall succeed this Article XIV to the status of, its predecessor, same extent and shall in all respects be a Member under this Agreement. Any transferee of an Interest who is admitted to the Company as a Member shall be considered for all purposes to be a Member of the same class manner as his transferor. The use any Limited Partner desiring to make a Transfer of the term “Member” in this Agreement shall be deemed to include any such additional Members. Until such transferee is admitted as a Member pursuant to this Section 9.5, (x) such transferee shall not be entitled to participate in the management of the Company or to exercise any voting or other rights or powers of a Member, except for the rights described in the first sentence of this Section 9.5 and (y) the transferor Member shall continue to be a Member and to be entitled to exercise any rights or powers of a Member with respect to the Interest Transferred. A Permitted Transferee of any Investor Party in a transfer designated in Section 9.2(a)(ii) and Section 9.2(a)(iii), and a transferee of Potentially Restricted Member in a transfer designated in Section 9.3(b), shall be admitted as a Member subject only to satisfaction of clause (c) hereofits Partnership Unit.

Transferees. The A transferee of any an Interest that has been Transferred effected in compliance accordance with the provisions of this Article 9 Agreement shall be entitled to receive the share of Company income, gains, losses, deductions, credits and distributions to which its transferor would have been entitled with respect to such Interestentitled; provided, however, provided that such the transferee shall not be so entitled and of any Interest shall not become a Member of the Company with respect to such Interest unless: (a) the instrument of assignment so provides; (bb)(i) such transferee received its Interest in a majority of votes held by the Managers Permitted Transfer ▇▇▇▇ a Transfer approved in accordance with Section 7.1 or (other than any Manager appointed by the transferor, if applicable), in its sole discretion, consents to ii) the admission of such transferee as a Member; provided, consent of the Board of Managers under this clause (bas) shall not be required if such transferee is a Permitted Transferee of the transferor unless and until such transferee is no longer a Permitted Transferee of the transferor (because, for example, the transferor no longer Controls such transferee) in which case such transferee shall be an assignee hereunder but not a Member (unless is consented to by the Board of Managers consents to the admission of such transferee at such time as a Member)Members, in their sole discretion; and (c) such transferee agrees transfereeagrees in writing to be bound as a Member by this Agreement, the Certificate and any other agreements then existing by and among the Members. Upon becoming a Member, such transferee shall have all of the rights and powers of, shall be subject to all of the restrictions applicable to, shall assume all of the obligations of, and shall succeed to the status of, its predecessor, and shall in all respects be a Member under this Agreement. Any transferee of an Interest who is admitted to the Company as a Member shall be considered for all purposes to be a Member of the same class as his transferor. The use of the term “Member” in this Agreement shall be deemed to include any such additional Members. Until such transferee is admitted as a Member pursuant to this Section 9.57.2, (xa) such transferee shall not be entitled to participate in the management of the Company or to exercise any voting or other rights or powers of a Member, except for the rights described in the first sentence of this Section 9.5 7.2, and (yb) the transferor Member shall continue to be a Member and to be entitled to exercise any rights or powers of a Member with respect to the Interest Transferred. A Permitted Transferee of any Investor Party in a transfer designated in Section 9.2(a)(ii) and Section 9.2(a)(iii), and a transferee of Potentially Restricted Member in a transfer designated in Section 9.3(b), shall be admitted as a Member subject only to satisfaction of clause (c) hereof.

Transferees. (a) The transferee Partnership shall not recognize for any purpose any purported Transfer of any Interest that has been Transferred in compliance with Partnership Unit unless the provisions of Sections 14.1 through 14.4, inclusive, shall have been complied with and there shall have been filed with the Partnership a dated notice of such Transfer, in form satisfactory to the General Partner, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee or transferee, and such notice (i) contains the acceptance by the purchaser, assignee or transferee of all of the terms and provisions of this Article 9 Agreement applicable to it, including the provisions of Section 15.8 and its agreement to be bound hereby, (ii) represents that such Transfer was made in accordance with all applicable laws and regulations, (iii) contains a joinder to the Exchange Agreement executed by the purchaser, assignee or transferee pursuant to and in accordance with the Exchange Agreement, and (iv) contains a power of attorney granted by the purchaser, assignee or transferee to the General Partner to execute this Agreement on its behalf. (b) Unless and until an assignee of a Partnership Unit shall have been admitted to the Partnership as a Substituted Limited Partner pursuant to Section 14.5, such assignee shall be entitled only to receive the share economic rights of Company incomean assignee of a Partnership Unit under Section 17-702(a)(3) of the Act and any successor provision, gainsand such assignee shall not have the power or right to exercise, lossesor to compel by legal action or otherwise the assigning Partnership Unit Holder to exercise, deductionsany rights or powers of a Partnership Unit Holder, credits and distributions including without limitation the right to which its transferor would have been entitled give consents with respect to such InterestPartnership Unit; provided, however, that in any event a Person acquiring a Partnership Unit shall have only such transferee rights as and shall be subject to all the obligations as are set forth in this Agreement, and, without limiting the generality of the foregoing, such Person shall not have any right to partition of the Partnership’s assets or to have the value of its Partnership Unit ascertained or receive the value of such Partnership Unit. (c) Unless and until a Substituted Limited Partner is admitted in place of such assigning Limited Partner, such assigning Limited Partner shall not cease to be so a Limited Partner or cease to have any of the rights or obligations of a Limited Partner hereunder. (d) Anything herein to the contrary notwithstanding, both the Partnership and the General Partner shall be entitled to treat the assignor of any Partnership Units as the absolute owner thereof in all respects, and shall not become a Member of the Company with respect incur no liability for distributions made in good faith to such Interest unless: (a) the instrument of assignment so provides; (b) a majority of votes held by the Managers (other than any Manager appointed by the transferorit, if applicable), in its sole discretion, consents to the admission of such transferee as a Member; provided, consent of the Board of Managers under this clause (b) shall not be required if such transferee is a Permitted Transferee of the transferor unless and until such transferee is no longer a Permitted Transferee of the transferor (because, for example, the transferor no longer Controls such transferee) in which case such transferee shall be an assignee hereunder but not a Member (unless the Board of Managers consents to the admission of such transferee at such time as a Member); and (c) such transferee agrees in writing to be bound as a Member by this Agreement. Upon becoming a Member, such transferee shall have all written notice of the rights Transfer that conforms to the requirements of this Article XIV has been received by the Partnership and powers ofaccepted by the General Partner. (e) A Person who is the assignee of a Partnership Unit as permitted hereby but does not become a Substituted Limited Partner and who desires to make a further Transfer of such Partnership Unit, shall be subject to all of the restrictions applicable to, shall assume all provisions of the obligations of, and shall succeed this Article XIV to the status of, its predecessor, same extent and shall in all respects be a Member under this Agreement. Any transferee of an Interest who is admitted to the Company as a Member shall be considered for all purposes to be a Member of the same class manner as his transferor. The use any Limited Partner desiring to make a Transfer of the term “Member” in this Agreement shall be deemed to include any such additional Members. Until such transferee is admitted as a Member pursuant to this Section 9.5, (x) such transferee shall not be entitled to participate in the management of the Company or to exercise any voting or other rights or powers of a Member, except for the rights described in the first sentence of this Section 9.5 and (y) the transferor Member shall continue to be a Member and to be entitled to exercise any rights or powers of a Member with respect to the Interest Transferred. A Permitted Transferee of any Investor Party in a transfer designated in Section 9.2(a)(ii) and Section 9.2(a)(iii), and a transferee of Potentially Restricted Member in a transfer designated in Section 9.3(b), shall be admitted as a Member subject only to satisfaction of clause (c) hereofits Partnership Unit.

Transferees. The transferee (a) Any Person who at any time becomes the holder of any Interest that has been Transferred in record of a Membership Unit will, upon becoming such and upon compliance with the provisions of this Article 9 Section 9.05(a), be admitted to the Company as a Member and will be bound by the provisions of this Agreement with the same force and effect as though such Person were a signatory hereto. Notwithstanding anything to the contrary contained in this Agreement, no transferee of all or any portion of any Interest shall be admitted as a Member unless (i) such Interest is transferred in compliance with the applicable provisions of this Agreement, (ii) the transferor shall have provided each of the other Members with written notice of any transfer of any Interest in the Company (with sufficient details to give effect to the provisions of this Agreement, including the Percentage Interest transferred), (iii) if required by Section 9.01, such Transfer shall have been approved in writing by the requisite Members (which consent may be withheld in their sole and absolute discretion), and (iv) such transferee shall have executed and delivered to the Company such instruments as the Board of Managers reasonably deems necessary or desirable to effectuate the admission of such transferee as a Member and to confirm the agreement of such transferee to be bound by all of the terms, provisions and obligations of this Agreement with respect to such Interest. At the request of the Company, each such transferee shall also cause to be delivered to the Company, at the transferee's sole cost and expense, a favorable opinion of legal counsel reasonably acceptable to the Company, to the effect that (1) such transferee has the legal right, power and capacity to own the Interest proposed to be transferred, (2) such Transfer does not violate any provision of any loan agreement of the Company or any of its Subsidiaries or any mortgage, deed of trust or other security instrument encumbering all or any portion of the Property, and (3) such Transfer does not violate any U.S. federal or state security laws and will not cause the Company to become subject to the Investment Company Act of 1940, as amended or cause the Company to be taxable as a corporation under the Code. The provisions of clauses (i) and (ii) of the second sentence of this Section 9.05(a) and clause (2) of the third sentence of this Section 9.05 (a) shall not apply to any transferee in respect of any Membership Unit Transferred upon any exercise of the Warrant in accordance with its terms or to any Transfer of any Interest acquired directly or indirectly pursuant to any such exercise of the Warrant to a Person who is or was a lender or agent under the Credit Agreement. As promptly as practicable after the admission of any Person as a Member, the books and records of the Company shall be changed to reflect such admission. All reasonable costs and expenses incurred by the Company in connection with any Transfer of any Interest and, if applicable, the admission of any transferee as a Member shall be paid by such transferee. (b) In the event of a Transfer of an Interest in accordance with the terms of this Agreement to a Person that is not admitted as Member on the date that the Transfer becomes effective, pending admission as a Member (including if such admission never occurs), the non-Member transferee shall be entitled to receive the share of Company income, gains, losses, deductions, credits credits, distributions and distributions other economic rights to which its the transferor would have been entitled with in respect to such Interest; provided, however, that such transferee shall not be so entitled and shall not become a Member of the Company with respect to Interest so transferred had such Interest unless: (a) the instrument of assignment so provides; (b) a majority of votes held by the Managers (other than any Manager appointed by the transferor, if applicable), in its sole discretion, consents to the admission of such transferee as a Member; provided, consent of the Board of Managers under this clause (b) shall Transfer not be required if such transferee is a Permitted Transferee of the transferor unless and until such transferee is no longer a Permitted Transferee of the transferor (because, for example, the transferor no longer Controls such transferee) in which case such transferee shall be an assignee hereunder but not a Member (unless the Board of Managers consents to the admission of such transferee at such time as a Member); and (c) such transferee agrees in writing to be bound as a Member by this Agreement. Upon becoming a Member, such transferee shall have all of the rights and powers of, shall be subject to all of the restrictions applicable to, shall assume all of the obligations of, and shall succeed to the status of, its predecessor, and shall in all respects be a Member under this Agreement. Any transferee of an Interest who is admitted to the Company as a Member shall be considered for all purposes to be a Member of the same class as his transferor. The use of the term “Member” in this Agreement shall be deemed to include any such additional Members. Until such transferee is admitted as a Member pursuant to this Section 9.5, (x) such transferee shall not be entitled to participate in the management of the Company or to exercise any voting or other rights or powers of a Member, except for the rights described in the first sentence of this Section 9.5 and (y) the transferor Member shall continue to be a Member and to be entitled to exercise any rights or powers of a Member with respect to the Interest Transferred. A Permitted Transferee of any Investor Party in a transfer designated in Section 9.2(a)(ii) and Section 9.2(a)(iii), and a transferee of Potentially Restricted Member in a transfer designated in Section 9.3(b), shall be admitted as a Member subject only to satisfaction of clause (c) hereofoccurred.