Common use of Additional Members; Substituted Members Clause in Contracts

Additional Members; Substituted Members. (a) Except as otherwise provided in this Agreement, additional Persons, including Transferees, may be admitted to the Company as Members or Substituted Members as provided under the terms of this Section 13.14. Any admission of an additional Member (including a new Member for new value provided to the Company) involving the issuance of additional Membership Interests requires the Unanimous Consent of the Members. Any Transferee with respect to a Transfer of Membership Interests made in accordance with Sections 13.3, 13.4 or 13.5 shall be admitted automatically as a Substitute Member upon compliance with Sections 13.12, 13.1, 13.2 and 13.3 and Section 13.4 or 13.5 with respect to such Transfer, but without the consent or approval of any other Person; provided, however, that any Transferee that is not already a Member at the time of the Transfer and acquires Membership Interests by foreclosure shall not be admitted as a Substituted Member without the Unanimous Consent of the Members. (b) If the admission of any new Member (other than a Substituted Member) pursuant to this Section 13.14 occurs, the Membership Interests of all Members will be reduced in accordance with their Membership Interests prior to giving effect to such admission. (c) Upon becoming a Substituted Member, (i) such Substituted Member shall have all of the powers, rights, privileges, duties, obligations and liabilities of a Member, except as otherwise provided in this Agreement, to the extent of the Transferred Membership Interests and (ii) the Transferring Member shall be relieved of all of obligations and liabilities with respect to such Transferred Membership Interests; provided, however, that any Transferee that is not already a Member at the time of the Transfer and acquires Membership Interests by foreclosure shall not be admitted as a Substituted Member without the Unanimous Consent of the Members. (d) The Members acknowledge that the relationship of each Member to the other Members is a personal relationship and that the restrictions on the power of each Member to Transfer its Membership Interests, and the remedies with respect thereto, that are set forth herein (i) are necessary to preserve such personal relationship and safeguard the investment of the other Members in the Company, (ii) were a material inducement to the other Members entering into this Agreement, and (iii) shall be enforceable notwithstanding the bankruptcy of any Member or any applicable prohibition against restraints on alienation. (e) Unless and until admitted as a Substitute Member, a transferee of a Membership Interest shall be an assignee with respect to the Transferred Membership Interest and shall not be entitled to participate in the management of the business and affairs of the Company or to become, or to exercise the rights of, a Member, including the right to appoint Directors or Management Council Members, the right to vote, the right to require any information or accounting of the Company’s business, the rights under Section 13.4 or 13.5, or the right to inspect the Company’s books and records; provided, however, that the transferee shall be entitled to the rights of a Member set forth in Section 15.10 and to the share of Net Income, Net Losses, distributions and other economic benefits attributable to the Membership Interest Transferred to such transferee.

Additional Members; Substituted Members. (a) Except as otherwise provided in this Agreement, additional Additional Persons, including Transferees, may be admitted to the Company as Members or Substituted Members only as provided under the terms of this Section 13.147.5. Any admission of an additional Member (including a new Member for new value provided to the Company) involving the issuance of additional Membership Interests requires the Unanimous Consent approval of the Board by Required Consent. Such Required Consent associated with the admission of a new Member for new value will approve the adjustments, if any, made to the existing Members’ Membership Interests to reflect such admission. Any Transferee with respect to a Transfer of Membership Interests made in accordance with Sections 13.3, 13.4 7.2(a) or 13.5 7.2(b) shall be admitted automatically as a Substitute Substituted Member upon compliance with the applicable portions of Sections 13.127.1, 13.17.2, 13.2 7.3 and 13.3 and Section 13.4 or 13.5 7.5(b) with respect to such Transfer, but without Required Consent or the further consent or approval of any other Personthe Non-Transferring Member(s); provided, however, that any Transferee that is not already a Member at the time of the Transfer and acquires a Membership Interests Interest by foreclosure shall not be admitted as a Substituted Member without the Unanimous Required Consent of the MembersBoard. In connection with the admission of any new Member, Schedule 1 hereof shall be amended to reflect the name, address and Membership Interest of the new Member. (b) Notwithstanding anything to the contrary contained herein, a Person may be admitted as a new Member or Substituted Member only if (i) such Person either meets the Credit Standards or delivers to the Company and the other Members a Guaranty Agreement from a Creditworthy Affiliate of such Person, as guarantor, and (ii) such Person is an Eligible Person. (c) If the admission of any new Member (other than a Substituted Member) pursuant to this Section 13.14 7.5 occurs, the Membership Interests of all the Members will be reduced pro rata to reflect such admission in accordance with their the terms of the Required Consent by which the new Member was admitted so that the total Membership Interests prior to giving effect to such admissionof all Members equal 100% on a percentage basis. (cd) Upon becoming a Substituted Member, (i) such Substituted Member shall have all of the powers, rights, privileges, duties, obligations and liabilities of a Member, except as otherwise provided in this Agreement, Agreement and by Laws to the extent of the Transferred Membership Interests and Interest so Transferred; (ii) the Membership Interest of the Transferring Member shall be reduced by the Membership Interest so Transferred; and (iii) the Member who Transferred the Membership Interest (and its guarantor) shall be relieved of all of the obligations and liabilities with respect to such Transferred Membership Interests; provided, however, that any Transferee that is not already a Member at the time of the Transfer and acquires Membership Interests by foreclosure shall not be admitted as a Substituted Member without the Unanimous Consent of the Members. (d) The Members acknowledge that the relationship of each Member to the other Members is a personal relationship and that the restrictions on the power of each Member to Transfer its Membership Interests, and the remedies with respect thereto, that are set forth herein (i) are necessary to preserve such personal relationship and safeguard the investment of the other Members in the Company, (ii) were a material inducement to the other Members entering into this Agreement, and (iii) shall be enforceable notwithstanding the bankruptcy of any Member or any applicable prohibition against restraints on alienation. (e) Unless and until admitted as a Substitute Member, a transferee of a Membership Interest shall be an assignee with respect to the Transferred Membership Interest and shall not be entitled to participate in the management of the business and affairs of the Company or to become, or to exercise the rights of, a Member, including the right to appoint Directors or Management Council Members, the right to vote, the right to require any information or accounting of the Company’s business, the rights under Section 13.4 or 13.5, or the right to inspect the Company’s books and records; provided, however, that the transferee shall be entitled to the rights of a Member set forth in Section 15.10 and to the share of Net Income, Net Losses, distributions and other economic benefits attributable to the Membership Interest Transferred so Transferred; provided that such Member (and its guarantor) shall remain fully liable for all liabilities and obligations relating to such transfereeMembership Interest that accrued prior to the applicable Transfer and all liabilities and obligations relating to any remaining Membership Interest still held by the Member.

Additional Members; Substituted Members. (a) Except as otherwise provided in this Agreement, additional Additional Persons, including Transferees, may be admitted to the Company as Members or Substituted Members as provided under the terms of this Section 13.143.9. Any admission of an additional Member (including a new Member for new value provided to the Company) involving the issuance of additional Membership Interests requires the Unanimous Consent approval of the Members. Any Board; provided, however, that any Transferee with respect of any Membership Interest pursuant to a Transfer of Membership Interests made in accordance with Sections 13.3, 13.4 or 13.5 Section 3.7 shall be admitted automatically as a Substitute an additional Member or Substituted Member, as applicable, upon compliance with the applicable provisions of Sections 13.123.6, 13.1, 13.2 3.8 and 13.3 and Section 13.4 or 13.5 3.9(b) with respect to such Transfer, but without the consent or approval of any other Person; provided, however, that any . Any Transferee that is not already a Member at the time of the Transfer and acquires a Membership Interests Interest by foreclosure shall not be admitted as a Substituted Member without the Unanimous Consent approval of the MembersBoard. (b) If Notwithstanding anything to the admission contrary contained herein, a Person may be admitted as an additional Member only if the Rangeland Member, in its reasonable discretion, approves of any new Member (the credit worthiness of such Person or another Person delivers to the Company and the other than Members a Substituted guaranty that is satisfactory to the Rangeland Member) pursuant to this Section 13.14 occurs, the Membership Interests in its reasonable discretion, as guarantor of all Members will be reduced in accordance with their Membership Interests prior to giving effect to such admissionTransferee’s assumed obligations. (c) Unless and until a Transferee is admitted as a Substituted Member, such Transferee shall have no right to exercise any of the powers, rights and privileges of a Member hereunder other than to receive its share of distributions pursuant to this Agreement. Upon becoming a Substituted Member, Member (i) such Substituted Member shall have all of the powers, rights, privileges, duties, obligations and liabilities of a Member, except as otherwise provided in this Agreement, Agreement and by Laws to the extent of the Membership Interest so Transferred Membership Interests and (ii) the Transferring Member who Transferred the Membership Interest (A) shall cease to be a Member with respect to such Membership Interest so Transferred and (B) such Member and its guarantor shall be relieved of all of the obligations and liabilities with respect to such Transferred Membership InterestsInterest; provided, however, provided that any Transferee such Member shall remain fully liable for all liabilities and obligations relating to such Membership Interest that is not already a Member at the time of the Transfer and acquires Membership Interests by foreclosure shall not be admitted as a Substituted Member without the Unanimous Consent of the Members. (d) The Members acknowledge that the relationship of each Member accrued prior to the other Members is a personal relationship and that the restrictions on the power of each Member to Transfer its Membership Interests, and the remedies with respect thereto, that are set forth herein (i) are necessary to preserve such personal relationship and safeguard the investment of the other Members in the Company, (ii) were a material inducement to the other Members entering into this Agreement, and (iii) shall be enforceable notwithstanding the bankruptcy of any Member or any applicable prohibition against restraints on alienationTransfer. (e) Unless and until admitted as a Substitute Member, a transferee of a Membership Interest shall be an assignee with respect to the Transferred Membership Interest and shall not be entitled to participate in the management of the business and affairs of the Company or to become, or to exercise the rights of, a Member, including the right to appoint Directors or Management Council Members, the right to vote, the right to require any information or accounting of the Company’s business, the rights under Section 13.4 or 13.5, or the right to inspect the Company’s books and records; provided, however, that the transferee shall be entitled to the rights of a Member set forth in Section 15.10 and to the share of Net Income, Net Losses, distributions and other economic benefits attributable to the Membership Interest Transferred to such transferee.

Additional Members; Substituted Members. (a) Except as otherwise provided in this Agreement, additional Additional Persons, including Transferees, may be admitted to the Company as Members or Substituted Members as provided under the terms of this Section 13.143.8. Any admission of an additional Member (including a new Member for new value provided to the Company) involving the issuance of additional Membership Interests requires the Unanimous Consent approval of the Members. Any Management Committee; provided, however, that any Transferee with respect of any Membership Interest pursuant to a Transfer of Membership Interests made in accordance with Sections 13.3, 13.4 or 13.5 Section 3.6 shall be admitted automatically as a Substitute an additional Member or Substituted Member, as applicable, upon compliance with the applicable provisions of Sections 13.12, 13.1, 13.2 3.5 and 13.3 and Section 13.4 or 13.5 3.7 with respect to such Transfer, but without the consent or approval of any other Person; provided, however, that any . Any Transferee that is not already a Member at the time of the Transfer and acquires a Membership Interests Interest by foreclosure shall not be admitted as a Substituted Member without the Unanimous Consent approval of each Member other than the MembersMember that owned such foreclosed Membership Interest. (b) If Notwithstanding anything to the contrary contained herein, a Person may be admitted as an additional Member after the date hereof only if such Person meets the Credit Standards. (c) Subject to Section 3.9, if the admission of any new Member (other than a Substituted Member) pursuant to this Section 13.14 3.8 occurs, the Membership Interests of all Members will be reduced in accordance with their Membership Interests prior to giving effect to such admission. (cd) Unless and until a Transferee is admitted as a Substituted Member, such Transferee shall have no right to exercise any of the powers, rights and privileges of a Member hereunder other than to receive its share of distributions pursuant to this Agreement. Upon becoming a Substituted Member, Member (i) such Substituted Member shall have all of the powers, rights, privileges, duties, obligations and liabilities of a Member, except as otherwise provided in this Agreement, Agreement and by Laws to the extent of the Membership Interest so Transferred Membership Interests and (ii) the Transferring Member who Transferred the Membership Interest (A) shall cease to be a Member with respect to such Membership Interest so Transferred and (B) such Member shall be relieved of all of the obligations and liabilities with respect to such Transferred Membership InterestsInterest; provided, however, provided that any Transferee such Member shall remain fully liable for all liabilities and obligations relating to such Membership Interest that is not already a Member at the time of the Transfer and acquires Membership Interests by foreclosure shall not be admitted as a Substituted Member without the Unanimous Consent of the Members. (d) The Members acknowledge that the relationship of each Member accrued prior to the other Members is a personal relationship and that the restrictions on the power of each Member to Transfer its Membership Interests, and the remedies with respect thereto, that are set forth herein (i) are necessary to preserve such personal relationship and safeguard the investment of the other Members in the Company, (ii) were a material inducement to the other Members entering into this Agreement, and (iii) shall be enforceable notwithstanding the bankruptcy of any Member or any applicable prohibition against restraints on alienationTransfer. (e) Unless and until admitted as a Substitute Member, a transferee of a Membership Interest shall be an assignee with respect to the Transferred Membership Interest and shall not be entitled to participate in the management of the business and affairs of the Company or to become, or to exercise the rights of, a Member, including the right to appoint Directors or Management Council Members, the right to vote, the right to require any information or accounting of the Company’s business, the rights under Section 13.4 or 13.5, or the right to inspect the Company’s books and records; provided, however, that the transferee shall be entitled to the rights of a Member set forth in Section 15.10 and to the share of Net Income, Net Losses, distributions and other economic benefits attributable to the Membership Interest Transferred to such transferee.

Additional Members; Substituted Members. (a) Except as otherwise Additional Persons may (or, to the extent provided in this Agreementherein, additional Persons, including Transferees, may shall) be admitted to the Company as Members or Substituted Members as provided under the terms of this Section 13.143.7. Any admission of an additional Member (including a new Member involving the issuance of additional Units will be for new value provided to the Company) involving Company and will require the issuance of additional Membership Interests requires the Unanimous Consent approval of the MembersBoard. Any However, any Transferee with respect to under a Transfer of Membership Interests made in accordance compliance with Sections 13.3, 13.4 or 13.5 shall Section 3.4 will be admitted automatically as a Substitute Substituted Member upon on compliance with Sections 13.12, 13.1, 13.2 and 13.3 and Section 13.4 or 13.5 with respect to such Transfer, but 3.5 without the consent or approval of any other Person; provided, however, that any Transferee that is not already a Member at the time of the Transfer and acquires Membership Interests by foreclosure shall not be admitted as a Substituted Member without the Unanimous Consent of the Members. (b) If Any Person who acquires Units pursuant to a Permitted Transfer will be admitted automatically as a Substituted Member upon compliance with Section 3.4, Section 3.6, and, if applicable, Section 3.7(e) with respect to such Permitted Transfer, and the consent or approval of the Board shall not be required in connection with such Permitted Transfer. Permitted Transfers will not be subject to the terms of Section 3.11. (c) The Membership Interests of all Members will be adjusted in connection with the admission of any new Member (other than a Substituted Member) pursuant to this Section 13.14 occurs, as determined by the Membership Interests of all Applicable Members will be reduced in accordance connection with their Membership Interests prior to giving effect to such that admission. (cd) Upon On becoming a Substituted Member, Member (i) such the Substituted Member shall will have all of the powers, rights, privileges, duties, obligations obligations, and liabilities of a Member, except as otherwise provided in this Agreement, to Agreement and by Laws for the extent of the Units Transferred Membership Interests and (ii) the Transferring Member shall who Transferred the Units will be relieved of all of obligations and liabilities regarding those Units; but, except with respect to such Transferred Membership Interests; provided, howeverliabilities and obligations assumed by the Transferee pursuant to Section 3.7(e), that any Transferee Member will remain liable for all liabilities and obligations relating to those Units that is not already accrued before the Transfer. (e) In addition to the other requirements set forth in this Agreement which must be satisfied before the admission of a Member at the time of the Transfer and acquires Membership Interests by foreclosure shall Person as a Member, a Person will not be admitted as a new Member or Substituted Member without until that Person delivers to the Unanimous Consent Company an agreement signed by both the Transferring Member and the Transferee containing the information required in this Section 3.7(e) (the “Adoption Agreement”); provided that a Person who is a Member of the Members. Company immediately before consummating the Transfer will not be required to sign and deliver an Adoption Agreement. Each Adoption Agreement will (di) The Members acknowledge include the name and notice address of the potential Transferee, (ii) contain a representation and warranty that the relationship Transfer was made under all Laws (including state and federal securities Laws) and under this Agreement, (iii) include the Transferee’s agreement to be bound by this Agreement regarding the Units being Transferred, and an agreement that the Transferee expressly assumes all liabilities and obligations of each the Transferring Member to the Company or to the other Members (A) arising after the Transfer, if the Transfer is made by a personal relationship Member not in Default or (B) if the Transfer is made by a Defaulting Member, including those liabilities and obligations that accrued before or on the date of the Transfer or thereafter arising and (iv) if the potential Transferee is to be admitted or has requested to be admitted to the Company as a Substituted Member, include the potential Transferee’s representation and warranty that the restrictions on representations and warranties in Section 3.3 are true and correct regarding that Person as of the power date of each Member to the Adoption Agreement. Each Transfer its Membership Interestsor admission complying with this Section 3.7 and the other provisions of this Agreement is effective against the Company as of the first Business Day of the calendar month immediately succeeding the month in which (x) the Company receives the Adoption Agreement (if required by this Section 3.7(e)) reflecting the Transfer, and the remedies with respect thereto, that are set forth herein (iy) are necessary to preserve such personal relationship and safeguard the investment of the other Members requirements of this Agreement have been met. Despite anything else in the Company, (ii) were a material inducement to the other Members entering into this Agreement, and (iii) shall no Transfer will be enforceable notwithstanding the bankruptcy of any Member or any applicable prohibition against restraints recognized on alienation. (e) Unless and until admitted as a Substitute Member, a transferee of a Membership Interest shall be an assignee with respect to the Transferred Membership Interest and shall not be entitled to participate in the management of the business and affairs of the Company or to become, or to exercise the rights of, a Member, including the right to appoint Directors or Management Council Members, the right to vote, the right to require any information or accounting of the Company’s business, the rights under Section 13.4 or 13.5, or the right to inspect the Company’s books and recordsrecords if the Transfer would violate or breach any Law. (f) If, as a result of any pledge or grant of a Security Interest in all or any part of any Units to secure obligations or liabilities owed by a Member to any Person (a “Creditor”), a Creditor forecloses on or otherwise acquires all or any part of those Units (the “Foreclosed Units”) or if as a result of a Fundamental Event any Person acquires all or any portion of any Units (“Acquired Units”), then (A) the Foreclosed Units or Acquired Units held by that Creditor or other Person will automatically become Units held by an Assignee; provided, however, (B) provided that the transferee shall Creditor is not a Restricted Transferee, the Member will not be entitled deemed to be a Defaulting Member; and (C) if the rights foreclosure was on the actual Units of the Company, if the Creditor is not a Member set forth Restricted Transferee, the Creditor may receive Distributions in Section 15.10 and to the share respect of Net Income, Net Losses, distributions and other economic benefits attributable to the Membership Interest Transferred to such transfereethem.

Additional Members; Substituted Members. (a) Except as otherwise provided in this Agreement, additional Additional Persons, including Transferees, may be admitted to the Company as Members or Substituted Members as provided under the terms of this Section 13.143.9. Any admission of an additional Member (including a new Member for new value provided to the Company) involving the issuance of additional Membership Interests requires the Unanimous Consent of the Board Members. Any Except as expressly provided otherwise, any Transferee with respect to a Transfer of Membership Interests made in accordance with Sections 13.33.6(a), 13.4 3.6(b) or 13.5 3.6(j) shall be admitted automatically as a Substitute Substituted Member upon compliance with Sections 13.123.5, 13.13.6, 13.2 3.7 and 13.3 and Section 13.4 or 13.5 3.9(b) with respect to such Transfer, but without the consent or approval of any other Person; provided, however, that any Transferee that is not already a Member at the time of the Transfer and acquires a Membership Interests Interest by foreclosure shall not be admitted as a Substituted Member without the Unanimous Consent of the Board Members. (b) Notwithstanding anything to the contrary contained herein, a Person may be admitted as a new Member or Substituted Member only if such Person either meets the Credit Standards or delivers to the other Members a Guaranty Agreement from a Creditworthy Affiliate of such Person, as guarantor. This Section 3.9(b) shall not apply to Transferees under Section 3.6(a). (c) If the admission of any new Member (other than a Substituted Member) pursuant to this Section 13.14 3.9 occurs, the Membership Interests of all Members will be reduced in accordance with their Membership Interests prior to giving effect to such admission. (cd) Upon becoming a Substituted Member, (i) such Substituted Member shall have all of the powers, rights, privileges, duties, obligations and liabilities of a Member, except as otherwise provided in this Agreement, Agreement and by Laws to the extent of the Membership Interest so Transferred Membership Interests and (ii) the Transferring Member who Transferred the Membership Interest shall be relieved of all of the obligations and liabilities with respect to such Transferred Membership InterestsInterest; provided, however, provided that any Transferee such Member shall remain fully liable for all liabilities and obligations relating to such Membership Interest that is not already a Member at the time of the Transfer and acquires Membership Interests by foreclosure shall not be admitted as a Substituted Member without the Unanimous Consent of the Members. (d) The Members acknowledge that the relationship of each Member accrued prior to the other Members is a personal relationship and that the restrictions on the power of each Member to Transfer its Membership Interests, and the remedies with respect thereto, that are set forth herein (i) are necessary to preserve such personal relationship and safeguard the investment of the other Members in the Company, (ii) were a material inducement to the other Members entering into this Agreement, and (iii) shall be enforceable notwithstanding the bankruptcy of any Member or any applicable prohibition against restraints on alienationTransfer. (e) Unless and until admitted as a Substitute Member, a transferee of a Membership Interest shall be an assignee with respect to the Transferred Membership Interest and shall not be entitled to participate in the management of the business and affairs of the Company or to become, or to exercise the rights of, a Member, including the right to appoint Directors or Management Council Members, the right to vote, the right to require any information or accounting of the Company’s business, the rights under Section 13.4 or 13.5, or the right to inspect the Company’s books and records; provided, however, that the transferee shall be entitled to the rights of a Member set forth in Section 15.10 and to the share of Net Income, Net Losses, distributions and other economic benefits attributable to the Membership Interest Transferred to such transferee.