Admission of New Unitholders. No Person shall have the right to become a Unitholder unless and until all the following conditions are satisfied:
(a) except in the case of a Transfer of all of a Unitholder’s Units to an Affiliate of such Unitholder in accordance with Section 9.1(a) (Restrictions on Transfer of Units), such Person, the terms and conditions of such Person’s admission as a Unitholder and the rights appurtenant to the Units to be issued or Transferred, as applicable, to such Person are approved by all existing Unitholders and, if applicable, the creation of any new class or group of Units in the Company having different rights, powers and duties is reflected in amendments to the Articles and to this Agreement;
(b) such Person executes a counterpart of this Agreement and such other instrument or instruments as the Company and a non-transferring Unitholder may reasonably deem appropriate to affirm that the representations and warranties contained in the Master Agreement are true and correct with respect to such Person and that such Person agrees to be bound as a Unitholder by this Agreement and all of the covenants and agreements herein; and
(c) if requested by the Company, an opinion of counsel, a purchaser representation letter or other appropriate documentation is furnished to the Company establishing that the issuance or Transfer, as applicable, of Units to the new Unitholder will comply with the Japan Act. Except to the extent required by law, the Company shall have no obligation to recognize or to furnish information or make distributions to any new Unitholder or any transferee of a Unitholder who does not become a Unitholder in accordance with Section 9.1 (Restrictions on Transfer of Units) or this Section 9.2.
