Common use of Admission of Members Clause in Contracts

Admission of Members. (a) The name, address, class and number of Class B Units held of record of each Member, and the respective Series Sharing Percentage of each Member, in each case as of the Restructuring Date, are set forth on Schedule A. Notwithstanding anything to the contrary in this Agreement, when any Class B Units are repurchased, redeemed, forfeited or Transferred in accordance with this Agreement and an applicable Award Agreement, the Manager shall cause the Company to promptly thereafter amend Schedule A and the books and records of the Company to reflect such repurchase, redemption, forfeiture or Transfer, the admission of Substitute Members and the resulting Series Sharing Percentage of each Member and no consent of any Member shall be required in connection with any such amendment. (b) No Transferee of any Units shall be admitted as a Member hereunder or acquire any rights hereunder, including any voting rights or the right to receive distributions and allocations in respect of the Transferred Units unless (i) such Units are Transferred in compliance with the provisions of this Agreement (including Article VIII) and in accordance with the applicable Award Agreement and (ii) such Transferee shall have executed and delivered to the Company such instruments as the Manager deems necessary or desirable, in its reasonable discretion, to effectuate the admission of such Transferee as a Member and to confirm the agreement of such Transferee to be bound by all the terms and provisions of this Agreement, including an Addendum Agreement and/or Award Agreement. Upon complying with the immediately preceding sentence, without the need for any further action of any Person, a Transferee shall be deemed admitted to the Company as a Member. A Substitute Member shall enjoy the same rights, and be subject to the same obligations, hereunder as its Transferor; provided, that such Transferor shall not be relieved of any obligation or liability hereunder arising prior to the consummation of such Transfer but shall be relieved of all future obligations with respect to the Units so Transferred. 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 of a Substitute Member. Notwithstanding anything to the contrary herein, including Section 12.12, in the event of any admission of a Substitute Member pursuant to this Section 3.02(b), this Agreement shall be deemed amended to reflect such admission, and any formal amendment of this Agreement (including Schedule A attached hereto) in connection therewith shall only require execution by the Company, the Manager and such Substitute Member to be effective. (c) If a Member shall Transfer all (but not less than all) its Units, the Member shall thereupon cease to be a Member of the Company; provided, however, that notwithstanding the foregoing, such Member shall continue to be bound by the provisions of Section 12.13.

Admission of Members. (a) The name, address, Capital Contributions, class and number of Class B Units held of record of each Member, and the respective Percentage Interest and Series Sharing Percentage of each Member, in each case as of the Restructuring Date, are Member shall be set forth on Schedule A. Notwithstanding anything to the contrary in this Agreement, when any Class B Units are repurchasedissued, redeemedrepurchased (including as a result of any repurchase of such Class A Units pursuant to Section 8.03(b)), forfeited or Transferred in accordance with this Agreement and an applicable Award Agreement, the Manager shall cause the Company to promptly thereafter amend Schedule A and the books and records of the Company to reflect such issuance, repurchase, redemption, forfeiture or Transfer, the admission of Additional Members or Substitute Members and the resulting Percentage Interest and Series Sharing Percentage of each Member and no consent of any Member shall be required in connection with any such amendment. (b) No Transferee of any Units shall be admitted as a Member hereunder or acquire any rights hereunder, including any voting rights or the right to receive distributions and allocations in respect of the Transferred Units unless (i) such Units are Transferred in compliance with the provisions of this Agreement (including Article VIII) and in accordance with the applicable Award Agreement and (ii) such Transferee shall have executed and delivered to the Company such instruments as the Manager deems necessary or desirable, in its reasonable discretion, to effectuate the admission of such Transferee as a Member and to confirm the agreement of such Transferee to be bound by all the terms and provisions of this Agreement, including an Addendum Agreement and/or Award Agreement. Upon complying with the immediately preceding sentence, without the need for any further action of any Person, a Transferee shall be deemed admitted to the Company as a Member. A Substitute Member shall enjoy the same rights, and be subject to the same obligations, hereunder as its Transferor; provided, that such Transferor shall not be relieved of any obligation or liability hereunder arising prior to the consummation of such Transfer but shall be relieved of all future obligations with respect to the Units so Transferred. No Person to whom Units are issued pursuant to this Agreement shall be admitted as a Member hereunder or acquire any rights hereunder, including any voting rights or the right to receive distributions and allocations in respect such Units, as applicable, unless (i) such Units are issued in compliance with the provisions of this Agreement (including this Section 3.02(b)) and (ii) such Person shall have executed and delivered to the Company such instruments as the Manager deems necessary or desirable, in its reasonable discretion, to effectuate the admission of such Person as a Member and to confirm the agreement of such Person to be bound by all the terms and provisions of this Agreement, including an Addendum 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 of a Substitute Member or Additional Member. Notwithstanding anything to the contrary herein, including Section 12.12, in the event of any admission of a Substitute Member or Additional Member pursuant to this Section 3.02(b), this Agreement shall be deemed amended to reflect such admission, and any formal amendment of this Agreement (including Schedule A attached hereto) in connection therewith shall only require execution by the Company, the Manager and such Substitute Member or Additional Member, as applicable, to be effective. (c) If a Member shall Transfer all (but not less than all) its Units, the Member shall thereupon cease to be a Member of the Company; provided, however, that notwithstanding the foregoing, such Member shall continue to be bound by the provisions of Section 12.13. (d) The spouse, if any, of each Person set forth on Schedule A who is executing this Agreement on the date hereof shall execute on the date hereof, or if such Person marries a spouse after the date hereof such spouse shall promptly thereafter execute, the spousal consent set forth on the signature page of such Person attached hereto to evidence such spouse’s agreement and consent to be bound by the terms and conditions of this Agreement as to such spouse’s interest, whether as community property or otherwise, in Units, if any, of such Person, and, if such Person’s spouse fails to execute such spousal consent, such Person shall not have any rights, if any, under this Agreement (including with respect to any Units) until such time as such spousal consent is duly executed.

Admission of Members. (a) The nameOne or more additional Members (each, addressan “Additional Member”) may be admitted to the Company solely in accordance with this Section 3.3, class and number Section 3.4, Section 3.6 or ARTICLE IX. In connection with the admission of Class B any such Additional Members to the Company, the Members shall amend Schedule I to reflect the admission of such Additional Members. (b) Each eligible Person who is Transferred any Common Units held in accordance with the terms of record this Agreement shall be admitted as a Member of each Memberthe Company at the time (a) such Person agrees to be bound by the provisions hereof by executing an instrument in the form of Exhibit A whereby such Person becomes a party to this Agreement as a Member (an “Agreement Joinder”), and (b) the respective Series Sharing Percentage of each Member, in each case as Control Group accepts such instrument on behalf of the Restructuring DateCompany in its discretion except that such acceptance shall not be unreasonably withheld, are set forth on Schedule A. conditioned or delayed if such Person is a Permitted Transferee. (c) Any Member admitted to the Company following the Effective Date (other than Original Control Members or their Permitted Transferees) shall be an Active TPG Partner. (d) Notwithstanding anything to the contrary in this Agreement, when any Class B no Person shall be issued Common Units are repurchased, redeemed, forfeited or Transferred admitted as a Member where such action would result in accordance with this Agreement and an applicable Award Agreement, the Manager shall cause (i) the Company to promptly thereafter amend Schedule A and being treated for Federal income tax purposes as an association taxable as a corporation, (ii) cause any portion of any of the books and records assets of the Company to reflect such repurchasebe deemed to be “plan assets” for purposes of Title I of the U.S. Employee Retirement Income Security Act of 1974, redemptionas amended, forfeiture (iii) the Company being required to register as an investment company under the Investment Company Act of 1940 (as amended from time to time) or Transferany other federal or state securities laws, or (iv) a material violation, or causing the Company to materially violate, any applicable law or regulation, including any applicable federal or state securities laws. (e) Immediately following the admission of Substitute the Members on the Effective Date, Group Holdings, by its execution and the resulting Series Sharing Percentage delivery of each Member and no consent of any Member shall be required in connection with any such amendment. (b) No Transferee of any Units shall be admitted as a Member hereunder or acquire any rights hereunder, including any voting rights or the right to receive distributions and allocations in respect of the Transferred Units unless (i) such Units are Transferred in compliance with the provisions of this Agreement (including Article VIII) and in accordance with the applicable Award Agreement and (ii) such Transferee shall have executed and delivered to the Company such instruments as the Manager deems necessary or desirable, in its reasonable discretion, to effectuate the admission of such Transferee as a Member and to confirm the agreement of such Transferee to be bound by all the terms and provisions counterpart of this Agreement, including an Addendum Agreement and/or Award Agreement. Upon complying with the immediately preceding sentence, without the need for any further action shall receive a return of any Person, a Transferee shall be deemed admitted capital contribution made by it to the Company as a Member. A Substitute Member shall enjoy and withdraw from the same rights, and be subject to the same obligations, hereunder as its Transferor; provided, that such Transferor shall not be relieved of any obligation or liability hereunder arising prior to the consummation of such Transfer but shall be relieved of all future obligations with respect to the Units so Transferred. As promptly as practicable after Company effective immediately following the admission of any Person as a Member, the books Member and records of the Company shall be changed to reflect such admission of a Substitute Member. Notwithstanding anything to the contrary herein, including Section 12.12, have no further or continuing interest in the event of any admission of a Substitute Member pursuant to this Section 3.02(b), this Agreement shall be deemed amended to reflect such admission, and any formal amendment of this Agreement (including Schedule A attached hereto) in connection therewith shall only require execution by the Company, the Manager and such Substitute Member to be effective. (c) If a Member shall Transfer all (but not less than all) its Units, the Member shall thereupon cease to be a Member of the Company; provided, however, that notwithstanding the foregoing, such Member shall continue to be bound by the provisions of Section 12.13.

Admission of Members. (a) The nameSimultaneously with the effectiveness of this Agreement in accordance with the Act, address, class the Member is admitted as the sole member of the Company in respect of all of the Common Units issued and number of Class B Units held of record of each Member, and the respective Series Sharing Percentage of each Member, in each case outstanding as of the Restructuring Datedate hereof (which Common Units are hereby issued to the Member). (b) Additional members may only be admitted to the Company upon the consent of all members, are set forth on Schedule A. which consent may be evidenced by, among other things, the execution of an amendment to or an amendment and restatement of this Agreement. Notwithstanding anything any provision to the contrary in this Agreement, when any Class B the Common Units are repurchased(defined below) may be pledged to a lender (or agent acting for a group of lenders) as collateral for the Company’s or Member’s indebtedness, redeemedliabilities and obligations to such lender (or agent and group of lenders), forfeited or Transferred in accordance with this Agreement and an applicable Award Agreement, the Manager shall cause the Company to promptly thereafter amend Schedule A and the books and records of the Company to reflect such repurchase, redemption, forfeiture or Transfer, the admission of Substitute Members and the resulting Series Sharing Percentage of each Member and no consent of any Member shall be required in connection with any such amendment. (b) No Transferee of any pledged Common Units shall be admitted as a Member hereunder or acquire any rights hereunder, including any voting rights or the right to receive distributions and allocations in respect of the Transferred Units unless (i) such Units are Transferred in compliance with the provisions of this Agreement (including Article VIII) and in accordance with the applicable Award Agreement and (ii) such Transferee shall have executed and delivered to the Company such instruments as the Manager deems necessary or desirable, in its reasonable discretion, to effectuate the admission of such Transferee as a Member and to confirm the agreement of such Transferee to be bound by all the terms and provisions of this Agreement, including an Addendum Agreement and/or Award Agreement. Upon complying with the immediately preceding sentence, without the need for any further action of any Person, a Transferee shall be deemed admitted to the Company as a Member. A Substitute Member shall enjoy the same rights, and be subject to the same obligations, hereunder as its Transferor; provided, that rights under any collateral documentation governing or pertaining to such Transferor shall not be relieved of any obligation or liability hereunder arising prior to the consummation pledge of such Transfer but agent, lender or group of lenders. The pledge of such Common Units shall not, except as otherwise provided in such collateral documentation, cause the Member to cease to be relieved a Member or to have the power to exercise any rights or powers of all future obligations with respect to the Units so Transferred. As promptly a Member and, except as practicable after the admission provided in such collateral documentation, none of such agent, lender or group of lenders shall have any Person liability solely as a Memberresult of such pledge. So long as any such pledge of or security interest in the Common Units is in effect, no consent of the books and records Company, any Member or any manager of the Company shall be changed required to reflect permit a pledgee thereof or any purchaser or other transferee of such admission pledged Common Units from such pledgee to be substituted for a Member under this Agreement upon the exercise of such pledgee’s rights in accordance with the terms of such pledge with respect to such pledged Common Units. Upon the execution by such substituted member of a Substitute Member. Notwithstanding anything counterpart to the contrary herein, including Section 12.12, in the event of any admission of a Substitute Member pursuant to this Section 3.02(b), this Agreement shall be deemed amended to reflect such admission, and any formal amendment of this Agreement (including Schedule A attached hereto) in connection therewith and without the necessity of compliance with any other provisions herein set forth relating to substitution of members), such substituted member shall only require execution by have all rights and powers of a “Member” under this Agreement, which shall include all economic rights (including, without limitation, all rights to a Member’s share of the profits and losses of the Company, the Manager all rights to receive allocations of income, gain, loss, deduction, credit or similar items, and such Substitute Member all rights to be effective. (c) If a Member shall Transfer all (but not less than all) its Units, the Member shall thereupon cease to be a Member receive distributions of the Company; provided’s assets) and all rights to participate in the management of the business and the business affairs of the Company and other control rights, howeverincluding, that notwithstanding without limitation, the foregoingright to remove, such replace and appoint any manager, officers, and directors of the Company, and all other rights and powers of a Member shall continue to be bound by the provisions of Section 12.13under applicable law.

Admission of Members. (a) The name, address, class and number of Class B Units held of record of each Member, and Upon the respective Series Sharing Percentage of each Member, in each case as occurrence of the Restructuring DateDistribution, are set forth on Schedule A. Notwithstanding anything the stockholders of the Initial Member shall each become Members of the Company, provided they have confirmed, approved and adopted all of the terms and provisions of this Agreement as evidenced by the execution by such stockholder of a counterpart of this Agreement. Members may freely sell, transfer or assign one or more Units to a person who is a current Member or, if a Member is a trust, to the contrary in this Agreement, when any Class B Units are repurchased, redeemed, forfeited or Transferred in accordance with this Agreement and an applicable Award Agreement, the Manager shall cause the Company to promptly thereafter amend Schedule A and the books and records beneficiary of the Company to reflect such repurchase, redemption, forfeiture or Transfer, the admission of Substitute Members and the resulting Series Sharing Percentage of each Member and no consent of any Member shall be required in connection with any such amendmenttrust. (b) No Transferee Except as provided in Section 9.1(a), no Member may sell, transfer or assign one or more Units to a person who is not a current Member and no purchaser, transferee or assignee of any Units who is not a current Member shall be admitted as a Member hereunder unless and until, in each case, all of the following conditions have been met: (i) The seller, transferor or acquire any rights hereunderassignor has given the purchaser, including any voting rights transferee or assignee the right to receive distributions and allocations become a Member, which right may not be given without the written consent of Members holding a majority of all Units, which consent shall be given or withheld in respect the sole discretion of the Transferred Units unless (i) such Units are Transferred in compliance with the provisions of this Agreement (including Article VIII) and in accordance with the applicable Award Agreement and Members. (ii) such Transferee shall have There has been filed with the Managers a written instrument, executed by the purchaser, transferee or assignee and delivered the seller, transferor or assignor selling, transferring or assigning to the Company such instruments as purchaser, transferee or assignee all or part of the Manager deems necessary seller’s, transferor’s or desirableassignor’s Units and the purchaser, in its reasonable discretiontransferee or assignee has confirmed, to effectuate the admission approved and adopted all of such Transferee as a Member and to confirm the agreement of such Transferee to be bound by all the terms and provisions of this Agreement, including an Addendum Agreement and/or Award as the same may have been amended, which confirmation, approval and adoption may be evidenced by the execution by such purchaser, transferee or assignee of a counterpart of this Agreement. Upon complying with the immediately preceding sentence; (iii) The purchaser, without the need for any further action of any Persontransferee or assignee has executed, a Transferee shall be deemed admitted acknowledged and delivered to the Company Managers any such other instrument or consent as the Managers may deem necessary or appropriate to effectuate such admission and such instrument has been recorded or filed if a MemberManager believes such recording or filing to be necessary; and (iv) The purchaser, transferee or assignee has paid or agreed to pay, as the Managers may determine, all reasonable expenses actually incurred in connection with such admission. A Substitute Member shall enjoy the same rights, and be subject to the same obligations, hereunder Except as its Transferor; provided, that such Transferor shall not be relieved of any obligation or liability hereunder arising prior to the consummation of such Transfer but shall be relieved of all future obligations with respect to the Units so Transferred. As promptly as practicable after the admission of any Person as a Memberprovided in Section 9.1(a), the books and records time of the Company shall be changed to reflect such admission of a Substitute Member. Notwithstanding anything to the contrary hereinpurchaser, including Section 12.12, in the event of any admission of a Substitute Member pursuant to this Section 3.02(b), this Agreement shall be deemed amended to reflect such admission, and any formal amendment of this Agreement (including Schedule A attached hereto) in connection therewith shall only require execution by the Company, the Manager and such Substitute Member to be effective. (c) If transferee or assignee as a Member shall Transfer be the time when all (but not less than all) its Units, the Member shall thereupon cease to be a Member of the Company; provided, however, that notwithstanding the foregoing, such Member shall continue to be bound by the provisions conditions of this Section 12.139.1(b) have been satisfied.

Admission of Members. (a) The namelimited liability company interests in the Company shall be represented by Units, address, class which will have the rights and number of Class B Units held of record of each Member, and the respective Series Sharing Percentage of each Member, in each case as of the Restructuring Date, are privileges set forth on Schedule A. Notwithstanding anything to the contrary in this Agreement, when . Amounts contributed in exchange for such Units shall be referred to as “Unit Capital” and on the receipt of such amounts the Company shall credit the amount to an account to be called the “Capital Account”. Amounts contributed by the holder of any Class B Units are repurchased, redeemed, forfeited or Transferred in accordance with this Agreement above the par value for such Units shall be referred to as “Unit Premium” and on the receipt of such amounts the Company shall credit the amount to an applicable Award Agreementaccount to be called the “Premium Account”. Subject to Section 8.1(c) below, the Manager Board of Managers may issue Units to such Persons and for such consideration, if any, as it shall cause determine, so long as the Company to promptly thereafter amend Schedule A and the books and records aggregate par value of the Company to reflect such repurchase, redemption, forfeiture or Transfer, the admission of Substitute Members and the resulting Series Sharing Percentage of each Member and no consent of any Member shall be required in connection with any such amendmentUnits issued does not exceed one billion United States dollars. (b) No Transferee of any Units Each Unit shall be admitted as a Member hereunder or acquire any rights hereunder, including any voting rights or the represent an equal right to receive distributions share in the profits and allocations in respect losses of the Transferred Units unless (i) such Units are Transferred in compliance with Company and to receive Distributions of the Company’s assets subject to the provisions of this Agreement and the Act. On any matter subject to a vote of the Members holding Units, each whole Unit shall be entitled to one (including Article VIII1) vote and each fractional Unit, if any are issued and outstanding, shall be entitled to a proportionate fractional vote. (c) The Board of Managers, in accordance with order to raise additional capital, acquire assets, redeem or retire Company debt, or for any other purpose as it may determine in its discretion, is authorized to cause the applicable Award Agreement company to issue additional Units from time to time to the Initial Member or to a new Member or new Members, as the case may be, and (ii) admit such Transferee shall have executed and delivered persons to the Company such instruments as Members; provided that the Manager deems necessary or desirable, in its reasonable discretion, existing Members shall have consented to effectuate the admission of such Transferee as a Member and to confirm the agreement of such Transferee to be bound by all the terms and provisions of this Agreement, including an Addendum Agreement and/or Award Agreement. Upon complying with the immediately preceding sentence, without the need for any further action addition of any Person, a Transferee shall new Member. A new Member may only be deemed admitted to the Company as a Member. A Substitute Member shall enjoy the same rights, and be subject if such new Member (i) has delivered to the same obligationsCompany its capital contribution, hereunder as its Transferor; provided, that such Transferor shall not be relieved of any obligation or liability hereunder arising prior to the consummation of such Transfer but shall be relieved of all future obligations with respect to the Units so Transferred. 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 of a Substitute Member. Notwithstanding anything to the contrary herein, including Section 12.12, (ii) has agreed in the event of any admission of a Substitute Member pursuant to this Section 3.02(b), this Agreement shall be deemed amended to reflect such admission, and any formal amendment of this Agreement (including Schedule A attached hereto) in connection therewith shall only require execution by the Company, the Manager and such Substitute Member to be effective. (c) If a Member shall Transfer all (but not less than all) its Units, the Member shall thereupon cease to be a Member of the Company; provided, however, that notwithstanding the foregoing, such Member shall continue writing to be bound by the provisions terms of Section 12.13this Agreement by becoming a party hereto, and (iii) has delivered such additional documentation as the Company shall reasonably require to so admit such new Member to the Company.

Admission of Members. (a) The name, address, class and number of Class B Units held of record of each Member, and the respective Series Sharing Percentage of each Member, in each case as By acceptance of the Restructuring Date, are set forth on Schedule A. Notwithstanding anything to the contrary in this Agreement, when transfer of any Class B Units are repurchased, redeemed, forfeited or Transferred Company Securities in accordance with this Agreement and Article IV, including the acceptance of any Company Securities in the Initial Distribution, or the acceptance of any Company Securities issued pursuant to Article V or pursuant to a merger, consolidation or conversion pursuant to Article XIII, each transferee of, or other Person acquiring, a Company Security (including any nominee holder or an applicable Award Agreement, agent or representative acquiring such Company Securities for the Manager account of another Person) (i) shall cause be admitted to the Company as a Member with respect to promptly thereafter amend Schedule A and the Company Securities so transferred or issued to such Person when any such transfer, issuance or admission is reflected in the books and records of the Company to reflect and such repurchase, redemption, forfeiture or Transfer, Person becomes the admission of Substitute Members and the resulting Series Sharing Percentage of each Member and no consent of any Member shall be required in connection with any such amendment. (b) No Transferee of any Units shall be admitted as a Member hereunder or acquire any rights hereunder, including any voting rights or the right to receive distributions and allocations in respect Record Holder of the Transferred Units unless (i) such Units are Transferred in compliance with the provisions of this Agreement (including Article VIII) and in accordance with the applicable Award Agreement and Company Securities so transferred or issued, (ii) such Transferee shall become bound by and shall be deemed to have executed and delivered to the Company such instruments as the Manager deems necessary or desirable, in its reasonable discretion, to effectuate the admission of such Transferee as a Member and to confirm the agreement of such Transferee agreed to be bound by all the terms of, and provisions of shall be deemed to have executed, this Agreement, including an Addendum (iii) represents that such Person has the capacity, power and authority to enter into this Agreement, and (iv) makes the consents, acknowledgements and waivers contained in this Agreement, in each case, with or without execution of this Agreement and/or Award Agreementby such Person. Upon complying with the immediately preceding sentence, without the need for any further action The transfer or issuance of any Person, a Transferee shall be deemed admitted to the Company as a Member. A Substitute Member shall enjoy the same rights, Securities and be subject to the same obligations, hereunder as its Transferor; provided, that such Transferor shall not be relieved of any obligation or liability hereunder arising prior to the consummation of such Transfer but shall be relieved of all future obligations with respect to the Units so Transferred. As promptly as practicable after the admission of any new Member shall not constitute an amendment to this Agreement. A Person as may become a Member, Member or a Record Holder of a Company Security without the consent or approval of any of the Members. A Person may not become a Member without acquiring a Company Security and until such Person is reflected in the books and records of the Company as the Record Holder of such Company Security. The rights and obligations of a Person who is an Ineligible Holder shall be changed determined in accordance with Section 4.7. (b) The name and mailing address of each Member shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. The Company shall update the books and records of the Company from time to time as necessary to reflect such admission of accurately the information therein (or shall cause the Transfer Agent to do so, as applicable). A Company Security may be represented by a Substitute Member. Notwithstanding anything to the contrary hereinCertificate, including as provided in Section 12.12, in the event of any admission of a Substitute Member pursuant to this Section 3.02(b), this Agreement shall be deemed amended to reflect such admission, and any formal amendment of this Agreement (including Schedule A attached hereto) in connection therewith shall only require execution by the Company, the Manager and such Substitute Member to be effective4.1. (c) If Any transfer of a Company Security shall not entitle the transferee to receive distributions or to any other rights to which the transferor was entitled until the transferee becomes a Member shall Transfer all (but not less than all) its Units, the Member shall thereupon cease pursuant to be a Member of the Company; provided, however, that notwithstanding the foregoing, such Member shall continue to be bound by the provisions of Section 12.1310.1(a).

Admission of Members. (a) The namelimited liability company interests in the Company shall be represented by Units, address, class which will have the rights and number of Class B Units held of record of each Member, and the respective Series Sharing Percentage of each Member, in each case as of the Restructuring Date, are privileges set forth on Schedule A. Notwithstanding anything to the contrary in this Agreement, when any Class B . Amounts contributed in exchange for such Units are repurchased, redeemed, forfeited or Transferred shall be referred to as “Unit Capital” and on the receipt of such amounts the Company shall credit the amount to an account to be called the “Capital Account”. Amounts contributed in accordance with this Agreement exchange for Units above the par value for such Units shall be referred to as “Unit Premium” and on the receipt of such amounts the Company shall credit the amount to an applicable Award Agreementaccount to be called the “Premium Account”. Subject to Section 8.1(c) below, the Manager Board of Managers may issue Units to such Persons and for such consideration, if any, as it shall cause determine, so long as the Company to promptly thereafter amend Schedule A and the books and records aggregate par value of the Company to reflect such repurchase, redemption, forfeiture or Transfer, the admission of Substitute Members and the resulting Series Sharing Percentage of each Member and no consent of any Member shall be required in connection with any such amendmentUnits issued does not exceed one billion United States dollars. (b) No Transferee of any Units Each Unit shall be admitted as a Member hereunder or acquire any rights hereunder, including any voting rights or the represent an equal right to receive distributions share in the profits and allocations in respect losses of the Transferred Units unless (i) such Units are Transferred in compliance with Company and to receive Distributions of the Company’s assets subject to the provisions of this Agreement and the Act. On any matter subject to a vote of the Members holding Units, each whole Unit shall be entitled to one (including Article VIII1) vote and each fractional Unit, if any are issued and outstanding, shall be entitled to a proportionate fractional vote. (c) The Board of Managers, in accordance with order to raise additional capital, acquire assets, redeem or retire Company debt, or for any other purpose as it may determine in its discretion, is authorized to cause the applicable Award Agreement company to issue additional Units from time to time to the Existing Member or to a new Member or new Members, as the case may be, and (ii) admit such Transferee shall have executed and delivered persons to the Company such instruments as the Manager deems necessary or desirable, in its reasonable discretion, to effectuate the admission of such Transferee as a Members. A new Member and to confirm the agreement of such Transferee to may only be bound by all the terms and provisions of this Agreement, including an Addendum Agreement and/or Award Agreement. Upon complying with the immediately preceding sentence, without the need for any further action of any Person, a Transferee shall be deemed admitted to the Company as a Member. A Substitute Member shall enjoy the same rights, and be subject if such new Member (i) has delivered to the same obligationsCompany its capital contribution, hereunder as its Transferor; provided, that such Transferor shall not be relieved of any obligation or liability hereunder arising prior to the consummation of such Transfer but shall be relieved of all future obligations with respect to the Units so Transferred. 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 of a Substitute Member. Notwithstanding anything to the contrary herein, including Section 12.12, (ii) has agreed in the event of any admission of a Substitute Member pursuant to this Section 3.02(b), this Agreement shall be deemed amended to reflect such admission, and any formal amendment of this Agreement (including Schedule A attached hereto) in connection therewith shall only require execution by the Company, the Manager and such Substitute Member to be effective. (c) If a Member shall Transfer all (but not less than all) its Units, the Member shall thereupon cease to be a Member of the Company; provided, however, that notwithstanding the foregoing, such Member shall continue writing to be bound by the provisions terms of this Agreement by becoming a party hereto, and (iii) has delivered such additional documentation as the Company shall reasonably require to so admit such new Member to the Company. (d) The ownership of Units shall be reflected on a register of Members substantially in the form attached hereto as Schedule II (the “Register of Members”). Unless otherwise determined by the Board of Managers, all transfers made in accordance with the terms of this Agreement shall be registered in the Register of Members and any transfers or purported transfers which are not made in accordance with the terms of this Agreement shall, to the fullest extent permitted by law, be void and shall not be registered in the Register of Members. No fee shall be payable to the Company in connection with such registration. Each entry on the Register of Members shall be endorsed by a Manager or an Officer authorized by a Manager in accordance with Section 12.139.1 below. No person shall be recognized as a Member for any purpose unless that person is shown to be the registered holder of a Unit in the Register of Members. A person shall be deemed admitted as a Member for so long as such person is registered a holder of a Unit in the Register of Members.

Admission of Members. (a) The nameCompany shall not recognize for any purpose any purported Transfer of any Company Interests or other Equity Interests of the Company unless and until (i) the provisions of Article IX have been satisfied, address, class and number of Class B Units held of record of each Memberif applicable, and (ii) the respective Series Sharing Percentage of each Member, Company has received (A) a signed written joinder to this Agreement from the transferee that is satisfactory in each case as of the Restructuring Date, are set forth on Schedule A. Notwithstanding anything form and substance to the contrary in this AgreementBoard, when any Class B Units are repurchased, redeemed, forfeited or Transferred in accordance with this Agreement and an applicable Award Agreement, the Manager such admission shall cause the Company to promptly thereafter amend Schedule A and be shown on the books and records of the Company and (B) such other documents or instruments as may be necessary or appropriate in the Board’s sole discretion to reflect effect such repurchasetransferee’s admission as a Member. Each Transfer and, redemptionif applicable, forfeiture or admission, complying with the provisions of this Section 10.1 and the applicable provisions of Article IX is effective against the Company as of the effective date of the Transfer, which effective date shall not be earlier than the admission date of Substitute Members and compliance with or waiver of the resulting Series Sharing Percentage conditions to such Transfer, including receipt of each Member and no consent of any Member shall be required the documents set forth in connection with any such amendmentclause (ii) above. (b) No Transferee Additional Persons, including transferees, may be admitted to the Company as additional Members or substituted Members as provided under the terms of this Section 10.1. Any transferee of any Units Company Interest pursuant to a Transfer made in accordance with Article IX or a non-Member recipient of newly issued Equity Interests in the Company that are issued after compliance with Section 3.3 shall be admitted automatically as an additional Member or substituted Member, as applicable, upon compliance with the applicable provisions of Section 10.1(a) with respect to such Transfer, but without the consent or approval of any other Person. Any transferee that is not already a Member at the time of the Transfer and acquires a Company Interest by foreclosure shall not be admitted as a Member hereunder or acquire any rights hereunder, including any voting rights or without the right to receive distributions and allocations in respect approval of the Transferred Units unless (i) such Units are Transferred in compliance with the provisions of this Agreement (including Article VIII) and in accordance with the applicable Award Agreement and (ii) such Transferee shall have executed and delivered to the Company such instruments as the Manager deems necessary or desirable, in its reasonable discretion, to effectuate the admission of such Transferee as a Member and to confirm the agreement of such Transferee to be bound by all the terms and provisions of this Agreement, including an Addendum Agreement and/or Award Agreement. Upon complying with the immediately preceding sentence, without the need for any further action of any Person, a Transferee shall be deemed admitted to the Company as a Member. A Substitute Member shall enjoy the same rights, and be subject to the same obligations, hereunder as its Transferor; provided, that such Transferor shall not be relieved of any obligation or liability hereunder arising prior to the consummation of such Transfer but shall be relieved of all future obligations with respect to the Units so Transferred. 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 of a Substitute Member. Notwithstanding anything to the contrary herein, including Section 12.12, in the event of any admission of a Substitute Member pursuant to this Section 3.02(b), this Agreement shall be deemed amended to reflect such admission, and any formal amendment of this Agreement (including Schedule A attached hereto) in connection therewith shall only require execution by the Company, the Manager and such Substitute Member to be effectiveBoard. (c) If Unless and until a transferee is admitted as a Member, such transferee shall have no rights under this Agreement, whether as a Member shall Transfer all (but not less than all) its Unitsor otherwise, except as required under the Member shall thereupon cease to be a Member of the Company; provided, however, that notwithstanding the foregoing, such Member shall continue to be bound by the provisions of Section 12.13Delaware Act.

Admission of Members. (a) The name, address, class and number By execution of Class B Units held of record of each Member, and the respective Series Sharing Percentage of each Member, in each case as of the Restructuring Date, are set forth on Schedule A. Notwithstanding anything to the contrary in this Agreement, when any Class B Units are repurchased, redeemed, forfeited or Transferred the Initial Member is hereby admitted as a Member of the Company. The Initial Member shall have such rights in accordance with this Agreement and an applicable Award Agreement, to the Manager shall cause the Company to promptly thereafter amend Schedule A profits and the books and records losses of the Company and rights to reflect receive distributions of the Company's assets, and such repurchaseother rights and obligations, redemption, forfeiture or Transfer, the admission of Substitute Members and the resulting Series Sharing Percentage of each Member and no consent of any Member shall be required in connection with any such amendmentas provided herein. (b) No Transferee of any Units shall be admitted The Initial Member may cause the Company to issue additional Membership Interests and thereby admit a new Member or new Members, as a the case may be, to the Company, only if such new Member hereunder or acquire any rights hereunder, including any voting rights or the right to receive distributions and allocations in respect of the Transferred Units unless (i) such Units are Transferred in compliance with has delivered to the provisions of this Agreement (including Article VIII) and in accordance with the applicable Award Agreement and Initial Member its capital contribution, (ii) such Transferee shall have executed and delivered to the Company such instruments as the Manager deems necessary or desirable, has agreed in its reasonable discretion, to effectuate the admission of such Transferee as a Member and to confirm the agreement of such Transferee writing to be bound by all the terms and provisions of this AgreementAgreement by becoming a party hereto and (iii) has delivered such additional documentation as the Initial Member shall reasonably require to so admit such new Member to the Company. (c) Upon the occurrence of any event that causes the Initial Member to cease to be a member of the Company (other than upon an assignment by the Initial Member of all of its limited liability company interest in the Company and the prior or simultaneous admission of the transferee pursuant to Article XII), including each person acting as an Addendum Agreement and/or Award Agreement. Upon complying with the immediately preceding sentenceIndependent Manager pursuant to SECTION 8.3 shall, without the need for any further action of any PersonPerson and simultaneously with the Initial Member ceasing to be a member of the Company, a Transferee shall automatically be deemed admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement, and (ii) such successor has also accepted its appointment as Independent Manager pursuant to SECTION 8.3; PROVIDED, HOWEVER, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. A Substitute Each Special Member shall enjoy be a member of the same rightsCompany that has no interest in the profits, losses and be subject capital of the Company and has no right to receive any distributions of Company assets. Pursuant to SECTION 18-301 of the same obligationsAct, hereunder as its Transferor; provided, that such Transferor a Special Member shall not be relieved of required to make any obligation or liability hereunder arising prior capital contributions to the consummation of such Transfer but Company and shall be relieved of all future obligations with respect to not receive a limited liability company interest in the Units so TransferredCompany. As promptly as practicable after the admission of any Person as a A Special Member, in its capacity as Special Member, may not bind the books and records Company. Except as required by any mandatory provision of the Company shall be changed to reflect such admission of a Substitute Act, each Special Member. Notwithstanding anything to the contrary herein, including Section 12.12, in the event of its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any admission of a Substitute Member pursuant to this Section 3.02(b)action by, this Agreement shall be deemed amended to reflect such admissionor matter relating to, and any formal amendment of this Agreement (including Schedule A attached hereto) in connection therewith shall only require execution by the Company, the Manager and such Substitute Member to be effective. (c) If a Member shall Transfer all (but not less than all) its Unitsincluding, without limitation, the Member shall thereupon cease to be a Member merger, consolidation or conversion of the Company; provided. In order to implement the admission to the Company of each Special Member, howevereach person acting as an Independent Manager pursuant to SECTION 8.3 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, that notwithstanding each person acting as an Independent Manager pursuant to SECTION 8.3 shall not be a member of the foregoing, such Member shall continue to be bound by the provisions of Section 12.13Company.

Admission of Members. (a) The name, address, class and number of Class B Units held of record of each Member, and the respective Series Sharing Percentage of each Member, in each case as of the Restructuring DateClosing, are set forth on Schedule A. Notwithstanding anything to the contrary in this Agreement, when any Class B Units are issued, repurchased, redeemed, forfeited or Transferred in accordance with this Agreement and an applicable Award Agreement, the Manager shall cause the Company to promptly thereafter amend Schedule A and the books and records of the Company to reflect such issuance, repurchase, redemption, forfeiture or Transfer, the admission of Additional Members or Substitute Members and the resulting Series Sharing Percentage of each Member and no consent of any Member shall be required in connection with any such amendment. (b) No Except for the issuance of Class B Units and admission of Members at the Closing pursuant to Section 4.02(b), no Transferee of any Units or Person to whom any Units are issued pursuant to this Agreement shall be admitted as a Member hereunder or acquire any rights hereunder, including any voting rights or the right to receive distributions and allocations in respect of the Transferred Units or issued Units, as applicable, unless (i) such Units are Transferred or issued in compliance with the provisions of this Agreement (including Article VIII) and in accordance with the applicable Award Agreement and (ii) such Transferee or recipient shall have executed and delivered to the Company such instruments as the Manager deems necessary or desirable, in its reasonable discretion, to effectuate the admission of such Transferee or recipient as a Member and to confirm the agreement of such Transferee or recipient to be bound by all the terms and provisions of this Agreement, including an Addendum Agreement and/or Award Agreement. Upon complying with the immediately preceding sentence, without the need for any further action of any Person, a Transferee or recipient shall be deemed admitted to the Company as a Member. A Substitute Member shall enjoy the same rights, and be subject to the same obligations, hereunder as its Transferor; provided, that such Transferor shall not be relieved of any obligation or liability hereunder arising prior to the consummation of such Transfer but shall be relieved of all future obligations with respect to the Units so Transferred. 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 of a Substitute Member or Additional Member. Notwithstanding anything to the contrary herein, including Section 12.12, in the event of any admission of a Substitute Member or Additional Member pursuant to this Section 3.02(b), this Agreement shall be deemed amended to reflect such admission, and any formal amendment of this Agreement (including Schedule A attached hereto) in connection therewith shall only require execution by the Company, the Manager and such Substitute Member or Additional Member, as applicable, to be effective. (c) If a Member shall Transfer all (but not less than all) its Units, the Member shall thereupon cease to be a Member of the CompanyMember; provided, however, that notwithstanding the foregoing, such Member shall continue to be bound by the provisions of Section 12.13.

Admission of Members. (a) The name, address, class and number of Class B Units held of record of each Member, and Members will be admitted to the respective Series Sharing Percentage of each Member, in each case Company (i) as of the Restructuring DateInitial Closing and (ii) at any time after the Initial Closing at the sole and absolute discretion of the Managing Member, are set forth on Schedule A. Notwithstanding anything subject only to the contrary condition that each new Member agrees to be bound by the terms and provisions hereof, including the requirement that such new Member pay its allocable portion of Organizational Expenses and, in this Agreementthe discretion of the Managing Member, when any Class B Units are repurchasedan implied interest charge at a rate of 10% per annum assessed on the amount of such Capital Commitment which will be for the benefit of the other Members. Such agreement to be bound shall be deemed to occur upon admission of such Member, redeemed, forfeited or Transferred which shall occur as of the date such person is named in accordance with this Agreement and an applicable Award Agreement, the Manager shall cause the Company to promptly thereafter amend Schedule A and the books and records of the Company Company. Such new Members will have the same rights and obligations of all the Members admitted at the Initial Closing except that such new Members will not participate in Portfolio Investments made prior to reflect such repurchasetheir investment in the Company. The Managing Member, redemptionin its sole and absolute discretion, forfeiture may at any time admit or Transfer, the admission refuse to admit a transferee of Substitute Members and the resulting Series Sharing Percentage of each Member and no consent of any Member shall be required in connection with any such amendment. (b) No Transferee of any Units shall be admitted an interest as a Member hereunder or acquire any rights hereundera substitute Member, including any voting rights or the right it may replace a terminated Member pursuant to receive distributions and allocations in respect of the Transferred Units unless (iSection 6.1(b) such Units are Transferred in compliance with the provisions of this Agreement (including Article VIII) and in accordance with the applicable Award Agreement and (ii) such Transferee a substitute Member. Such agreement to be bound shall have executed and delivered be deemed to the Company such instruments as the Manager deems necessary or desirable, in its reasonable discretion, to effectuate the occur upon admission of such Transferee as a Member and to confirm the agreement of such Transferee to be bound by all the terms and provisions of this Agreement, including an Addendum Agreement and/or Award Agreement. Upon complying with the immediately preceding sentence, without the need for any further action of any Person, a Transferee shall be deemed admitted to the Company as a Member. A Substitute Member shall enjoy the same rights, and be subject to the same obligations, hereunder as its Transferor; provided, that such Transferor shall not be relieved of any obligation or liability hereunder arising prior to the consummation of such Transfer but shall be relieved of all future obligations with respect to the Units so Transferred. As promptly as practicable after the admission of any Person as a Member, which shall occur as of the date such person is named in the books and records of the Company shall be changed Company. Such new Members will have the same rights and obligations of all the Members admitted at the Initial Closing except that such new Members will not participate in Portfolio Investments made prior to reflect such admission of a Substitute their investment in the Company. The Managing Member. Notwithstanding anything to the contrary herein, including Section 12.12, in the event its sole and absolute discretion, may at any time admit or refuse to admit a transferee of any admission of an interest as a Substitute Member or a substitute Member, or it may replace a terminated Member pursuant to this Section 3.02(b), this Agreement shall be deemed amended to reflect such admission, and any formal amendment of this Agreement (including Schedule A attached hereto6.1(b) in connection therewith shall only require execution by the Company, the Manager and such Substitute Member to be effectivewith a substitute Member. (cb) If The Managing Member may appoint and admit a new Managing Member shall Transfer all (but not less than all) immediately prior to its Units, transfer of its interest if such new Managing Member satisfies the Member shall thereupon cease to be a Member of the Company; provided, however, that notwithstanding the foregoing, such Member shall continue to be bound by the provisions of requirements set forth in Section 12.131.7(b).

Admission of Members. (a) The nameOne or more additional Members (each, addressan “Additional Member”) may be admitted to the Company solely in accordance with this Section 3.3, class and number Section 3.4, Section 3.6 or ARTICLE IX. In connection with the admission of Class B any such Additional Members to the Company, the Members shall amend Schedule I to reflect the admission of such Additional Members. (b) Each eligible Person who is Transferred any Common Units held in accordance with the terms of record this Agreement shall be admitted as a Member of each Memberthe Company at the time (a) such Person agrees to be bound by the provisions hereof by executing an instrument in the form of Exhibit A whereby such Person becomes a party to this Agreement as a Member (an “Agreement Joinder”), and (b) the respective Series Sharing Percentage of each Member, in each case as Control Group accepts such instrument on behalf of the Restructuring DateCompany in its discretion except that such acceptance shall not be unreasonably withheld, are set forth on Schedule A. conditioned or delayed if such Person is a Permitted Transferee. (c) Any Member admitted to the Company following the Effective Date (other than Original Control Members or their Permitted Transferees) shall be an Active TPG Partner. (d) Notwithstanding anything to the contrary in this Agreement, when any Class B no Person shall be issued Common Units are repurchased, redeemed, forfeited or Transferred admitted as a Member where such action would result in accordance with this Agreement and an applicable Award Agreement, the Manager shall cause (i) the Company to promptly thereafter amend Schedule A and being treated for Federal income tax purposes as an association taxable as a corporation, (ii) cause any portion of any of the books and records assets of the Company to reflect such repurchasebe deemed to be “plan assets” for purposes of Title I of the U.S. Employee Retirement Income Security Act of 1974, redemptionas amended, forfeiture (iii) the Company being required to register as an investment company under the Investment Company Act of 1940 (as amended from time to time) or Transferany other federal or state securities laws, or (iv) a material violation, or causing the admission of Substitute Members and the resulting Series Sharing Percentage of each Member and no consent of Company to materially violate, any Member shall be required in connection with applicable law or regulation, including any such amendmentapplicable federal or state securities laws. (be) No Transferee of any Units shall be admitted as a Member hereunder or acquire any rights hereunder, including any voting rights or the right to receive distributions and allocations in respect of the Transferred Units unless (i) such Units are Transferred in compliance with the provisions of this Agreement (including Article VIII) and in accordance with the applicable Award Agreement and (ii) such Transferee shall have executed and delivered to the Company such instruments as the Manager deems necessary or desirable, in its reasonable discretion, to effectuate the admission of such Transferee as a Member and to confirm the agreement of such Transferee to be bound by all the terms and provisions of this Agreement, including an Addendum Agreement and/or Award Agreement. Upon complying with the immediately preceding sentence, without the need for any further action of any Person, a Transferee shall be deemed admitted to the Company as a Member. A Substitute Member shall enjoy the same rights, and be subject to the same obligations, hereunder as its Transferor; provided, that such Transferor shall not be relieved of any obligation or liability hereunder arising prior to the consummation of such Transfer but shall be relieved of all future obligations with respect to the Units so Transferred. 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 of a Substitute Member. Notwithstanding anything to the contrary herein, including Section 12.12, in the event of any admission of a Substitute Member pursuant to this Section 3.02(b), this Agreement shall be deemed amended to reflect such admission, and any formal amendment of this Agreement (including Schedule A attached hereto) in connection therewith shall only require execution by the Company, the Manager and such Substitute Member to be effective[Reserved]. (c) If a Member shall Transfer all (but not less than all) its Units, the Member shall thereupon cease to be a Member of the Company; provided, however, that notwithstanding the foregoing, such Member shall continue to be bound by the provisions of Section 12.13.

Admission of Members. (a) The name, address, class and number of Class B Units held of record of each Member, and the respective Series Sharing Percentage of each Member, in each case as By acceptance of the Restructuring Date, are set forth on Schedule A. Notwithstanding anything to the contrary in this Agreement, when transfer of any Class B Units are repurchased, redeemed, forfeited or Transferred Company Interests in accordance with this Agreement Article IV, including the acceptance of any Company Interests in the Initial Distribution, or the acceptance of any Company Interests issued pursuant to Article V or pursuant to a merger, consolidation or conversion pursuant to Article XIII, and except as provided in Section 4.7, each transferee of, or other Person acquiring, a Company Interest (including any nominee holder or an applicable Award Agreement, agent or representative acquiring such Company Interests for the Manager account of another Person) (i) shall cause be admitted to the Company as a Member with respect to promptly thereafter amend Schedule A and the Company Interests so transferred or issued to such Person when any such transfer, issuance or admission is reflected in the books and records of the Company to reflect and such repurchase, redemption, forfeiture or Transfer, Person becomes the admission of Substitute Members and the resulting Series Sharing Percentage of each Member and no consent of any Member shall be required in connection with any such amendment. (b) No Transferee of any Units shall be admitted as a Member hereunder or acquire any rights hereunder, including any voting rights or the right to receive distributions and allocations in respect Record Holder of the Transferred Units unless (i) such Units are Transferred in compliance with the provisions of this Agreement (including Article VIII) and in accordance with the applicable Award Agreement and Company Interests so transferred or issued, (ii) such Transferee shall become bound by and shall be deemed to have executed and delivered to the Company such instruments as the Manager deems necessary or desirable, in its reasonable discretion, to effectuate the admission of such Transferee as a Member and to confirm the agreement of such Transferee agreed to be bound by all the terms of, and provisions of shall be deemed to have executed, this Agreement, including an Addendum (iii) represents that such Person has the capacity, power and authority to enter into this Agreement, and (iv) makes the consents, acknowledgements and waivers contained in this Agreement, in each case, with or without execution of this Agreement and/or Award Agreementby such Person. Upon complying with the immediately preceding sentence, without the need for any further action The transfer or issuance of any Person, a Transferee shall be deemed admitted to the Company as a Member. A Substitute Member shall enjoy the same rights, Interests and be subject to the same obligations, hereunder as its Transferor; provided, that such Transferor shall not be relieved of any obligation or liability hereunder arising prior to the consummation of such Transfer but shall be relieved of all future obligations with respect to the Units so Transferred. As promptly as practicable after the admission of any new Member shall not constitute an amendment to this Agreement. A Person as may become a Member, Member or a Record Holder of a Company Interest without the consent or approval of any of the Members. A Person may not become a Member without acquiring a Company Interest and until such Person is reflected in the books and records of the Company as the Record Holder of such Company Interest. The rights and obligations of a Person who is an Ineligible Holder shall be changed determined in accordance with Section 4.7. (b) The name and mailing address of each Member shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. The Company shall update the books and records of the Company from time to time as necessary to reflect such admission of accurately the information therein (or shall cause the Transfer Agent to do so, as applicable). A Company Interest may be represented by a Substitute Member. Notwithstanding anything to the contrary hereinCertificate, including as provided in Section 12.12, in the event of any admission of a Substitute Member pursuant to this Section 3.02(b), this Agreement shall be deemed amended to reflect such admission, and any formal amendment of this Agreement (including Schedule A attached hereto) in connection therewith shall only require execution by the Company, the Manager and such Substitute Member to be effective4.1. (c) If Any transfer of a Company Interest shall not entitle the transferee to share in the profits and losses, to receive distributions, to receive allocations of income, gain, loss, deduction or credit or any similar item or to any other rights to which the transferor was entitled until the transferee becomes a Member shall Transfer all (but not less than all) its Units, the Member shall thereupon cease pursuant to be a Member of the Company; provided, however, that notwithstanding the foregoing, such Member shall continue to be bound by the provisions of Section 12.1310.1(a).