Common use of Substituted Member Clause in Contracts

Substituted Member. Except as provided below, each Person to whom any Membership Interest is Transferred in accordance with the provisions of this Article IX shall agree in writing to be bound by the provisions of this Agreement as a holder of such Membership Interests. Upon such agreement, such Person shall become a Substituted Member entitled to all the rights of a Member with respect to such Membership Interest, and the Schedule of Members shall be amended to reflect the name, notice address, Membership Interests and Company Interests of such Substituted Member and to eliminate the name and notice address of and other information relating to the Transferee with regard to the Transferred Membership Interests. The requirement set forth above to agree in writing to be bound by the provisions of this Agreement shall not apply in connection with any Transfer by FIM or any Affiliate to any direct or indirect Transferee effected in connection with FIM’s or such Affiliate’s compliance with the BHC Act, provided, however that if such Transferee does not so agree in writing, such Transferee shall nonetheless be bound by all of the terms and conditions of this Agreement in accordance with Section 18-101 of the Act as if such transferee had executed such agreement or other documents or instruments.

Substituted Member. Except as provided below, each Person to whom any Membership Interest is Transferred in accordance with the provisions of this Article IX shall agree in writing to be bound by the provisions of this Agreement as a holder of such Membership Interests. Upon such agreement, such Person shall become a Substituted Member entitled to all the rights of a Member with respect to such Membership Interest, and the Schedule of Members shall be amended to reflect the name, notice address, Membership Interests and Company Interests of such Substituted Member and to eliminate the name and notice address of and other information relating to the Transferee with regard to the Transferred Membership Interests. The requirement set forth above to agree in writing to be bound by the provisions of this Agreement shall not apply in connection with any Transfer by FIM or any Affiliate affiliate to any direct or indirect Transferee transferee effected in connection with FIM’s or such Affiliateaffiliate’s compliance with the BHC ActU.S. Bank Holding Company Act of 1956, provided, however that if such Transferee transferee does not so agree in writing, such Transferee transferee shall nonetheless be bound by all of the terms and conditions of this Agreement in accordance with Section 18-101 of the Act as if such transferee had executed such agreement or other documents or instruments.