Common use of Admission of Substitute Members Clause in Contracts

Admission of Substitute Members. If any Member Transfers such Member’s Interest to a transferee in accordance with Sections 6.01 or 6.02, then such transferee shall only be entitled to be admitted into the Company as a substitute Member if (i) the books and records of the Company are amended to reflect such admission; (ii) the Management Committee approves the admission of such transferee (but only in the event of a transfer in accordance with Section 6.01) and approves the form and content of the instrument of transfer; (iii) the transferor and transferee named therein execute and acknowledge such other instruments as the Management Committee may deem reasonably necessary to effectuate such admission; (iv) the transferee in writing accepts and adopts all of the terms and conditions of this Agreement, as the same may have been amended; and (v) the transferor pays, as the Management Committee may reasonably determine, all reasonable expenses incurred in connection with such admission, including, without limitation, legal fees and costs. In the event of a Transfer in part of a Member’s Interest under Section 6.02 and the admission of the transferee into the Company as a member, such transferee member shall be required to act together as one Person with the Person(s) holding the remainder of the entire Interest as of the date of this Agreement from whence such transferee member’s interest originally derived. To the fullest extent permitted by law, any transferee of an Interest who does not become a substituted Member shall have no right to require any information or account of the Company’s transactions, to inspect the Company books, or to vote on any of the matters as to which a Member would be entitled to vote under this Agreement. Any such transferee shall only be entitled to share, as an assignee, in such Net Profits and Net Losses, to receive such distributions, and to receive such allocations of income, gain, loss, deduction or credit or similar items to which the transferor was entitled, to the extent assigned. A Member that Transfers its Interest shall not cease to be a member of the Company until the admission of the transferee as a substituted member of the Company and, except as provided in the preceding sentence, shall continue to be entitled to exercise, and shall continue to be subject to, all of the rights, duties and obligations of such Member under this Agreement.

Admission of Substitute Members. If any (a) Upon a transfer of a Unit by a Member Transfers such Member’s Interest to a transferee in accordance with Sections 6.01 Article X (but not otherwise), the transferor shall have the power to give, and by transfer of any Certificate issued shall be deemed to have given, the transferee the right to apply to become a Substitute Member with respect to the Unit acquired, subject to the conditions of and in the manner permitted under this Agreement. An Assignee of a Certificate representing a Unit shall not become a Substitute Member with respect to the transferred Unit (whether or 6.02, then not such transferee shall only be entitled is then a Member or Substitute Member with respect to be admitted into other previously acquired Units) unless and until all of the Company as a substitute Member if following conditions are satisfied: (i) The instrument of assignment sets forth the intentions of the assignor that the Assignee succeed to the assignor's interest as a Substitute Member in his place; (ii) The assignor and Assignee shall have fulfilled all other requirements of this Agreement; (iii) The Assignee shall have paid all reasonable legal fees and filing costs incurred by the Company in connection with his substitution as a Member; and (iv) The Members shall have unanimously approved such substitution in writing, which approval may be granted or withheld by each Member in its sole and absolute discretion and may be arbitrarily withheld, and the books and records of the Company are amended have been modified to reflect the admission; provided, no such approval shall be required with respect to any transfer by PSO to its parent corporation, Central and South West Corporation, or any direct or indirect subsidiary of such parent corporation. (b) The admission of an Assignee as a Substitute Member with respect to a transferred Unit shall become effective on the date the Members give their unanimous written consent to the admission and the books and records of the Company have been modified to reflect such admission; (ii) the Management Committee approves the admission of such transferee (but only in the event of a transfer in accordance with Section 6.01) and approves the form and content of the instrument of transfer; (iii) the transferor and transferee named therein execute and acknowledge such other instruments as the Management Committee may deem reasonably necessary to effectuate such admission; (iv) the transferee in writing accepts and adopts . Any Member who transfers all of the terms and conditions of this Agreement, as the same may have his Units with respect to which it had been amended; and (v) the transferor pays, as the Management Committee may reasonably determine, all reasonable expenses incurred in connection with such admission, including, without limitation, legal fees and costs. In the event of a Transfer in part of a Member’s Interest under Section 6.02 and the admission of the transferee into the Company admitted as a member, such transferee member shall be required to act together as one Person with the Person(s) holding the remainder of the entire Interest as of the date of this Agreement from whence such transferee member’s interest originally derived. To the fullest extent permitted by law, any transferee of an Interest who does not become a substituted Member shall have no right to require any information or account of the Company’s transactions, to inspect the Company books, or to vote on any of the matters as to which a Member would be entitled to vote under this Agreement. Any such transferee shall only be entitled to share, as an assignee, in such Net Profits and Net Losses, to receive such distributions, and to receive such allocations of income, gain, loss, deduction or credit or similar items to which the transferor was entitled, to the extent assigned. A Member that Transfers its Interest shall not cease to be a member Member of the Company until upon a transfer of such Units in accordance with Article X and the admission execution of a counterpart of this Agreement by the transferee and shall have no further rights as a substituted member of Member in or with respect to the Company and, except as provided in (whether or not the preceding sentence, shall continue to be entitled to exercise, and shall continue to be subject to, all of the rights, duties and obligations Assignee of such former Member under this Agreementis admitted to he Company as a Substitute Member).

Admission of Substitute Members. If any Upon a transfer of a Unit by a Member Transfers such Member’s Interest to a transferee in accordance with Sections 6.01 Article 10 (but not otherwise), the transferor shall have the power to give, and by transfer of any Certificate issued shall be deemed to have given, the transferee the right to apply to become a Substitute Member with respect to the Unit acquired, subject to the conditions of and in the manner permitted under this Agreement. A transferee of a Certificate representing a Unit shall be an Assignee with respect to the transferred Unit (whether or 6.02, then not such transferee is a Member or Substitute Member with respect to other previously acquired Units) and shall only be entitled not become a Substitute Member unless and until all of the following conditions are satisfied: (a) the instrument of assignment sets forth the intentions of the assignor that the Assignee succeed to be admitted into the assignor’s interest as a Substitute Member in the Assignor’s place; (b) the assignor and Assignee shall have fulfilled all other requirements of this Agreement; (c) the Assignee shall have paid all reasonable legal fees and filing costs incurred by the Company in connection with such Assignee’s substitution as a substitute Member; and (d) the Members shall have unanimously approved such substitution in writing, which approval may be granted or withheld by each Member if (i) in each Member’s sole discretion and may be arbitrarily withheld, and the books and records of the Company are amended have been modified to reflect the admission. The admission of an Assignee as a Substitute Member with respect to a transferred Unit shall become effective on the date the Members give their unanimous written consent to the admission and the books and records of the Company have been modified to reflect such admission; (ii) the Management Committee approves the admission . Any Member who transfers all of such transferee (but only in Member’s Units with respect to which the event Member had been admitted as a Member shall cease to be a Member of the Company upon a transfer of such Units in accordance with Section 6.01) Article 10 and approves the form and content execution of the instrument a counterpart of transfer; (iii) the transferor and transferee named therein execute and acknowledge such other instruments as the Management Committee may deem reasonably necessary to effectuate such admission; (iv) this Agreement by the transferee and shall have no further rights as a Member in writing accepts and adopts all or with respect to the Company (whether or not the Assignee of the terms and conditions of this Agreement, as the same may have been amended; and (v) the transferor pays, as the Management Committee may reasonably determine, all reasonable expenses incurred in connection with such admission, including, without limitation, legal fees and costs. In the event of a Transfer in part of a Member’s Interest under Section 6.02 and the admission of the transferee into former Member is admitted to the Company as a member, such transferee member shall be required to act together as one Person with the Person(s) holding the remainder of the entire Interest as of the date of this Agreement from whence such transferee member’s interest originally derived. To the fullest extent permitted by law, any transferee of an Interest who does not become a substituted Member shall have no right to require any information or account of the Company’s transactions, to inspect the Company books, or to vote on any of the matters as to which a Member would be entitled to vote under this Agreement. Any such transferee shall only be entitled to share, as an assignee, in such Net Profits and Net Losses, to receive such distributions, and to receive such allocations of income, gain, loss, deduction or credit or similar items to which the transferor was entitled, to the extent assigned. A Member that Transfers its Interest shall not cease to be a member of the Company until the admission of the transferee as a substituted member of the Company and, except as provided in the preceding sentence, shall continue to be entitled to exercise, and shall continue to be subject to, all of the rights, duties and obligations of such Member under this AgreementSubstitute Member).

Admission of Substitute Members. If any Member Transfers such Member’s Interest to a transferee Permitted Transferee in accordance with Sections 6.01 or 6.02Section 8.01, then such transferee Permitted Transferee shall only be entitled to be admitted into the Company as a substitute Member member if, but only if (i) the books and records of the Company are amended to reflect such admission; (ii) the Management Committee approves the admission of such transferee (but only in the event of a transfer in accordance with Section 6.01) and approves the form and content of the instrument of transfer; (iiia) the transferor and transferee named therein Permitted Transferee execute and acknowledge such other instruments as the Management Committee non-transferring Member may deem reasonably necessary to effectuate such admission; (ivb) the transferee Permitted Transferee in writing accepts accepts, assumes and adopts agrees to be bound by all of the transferor’s duties, obligations and liabilities under and pursuant to this Agreement and all of the terms and conditions of this Agreement, as the same may have been amended; and (vc) the transferor pays, as the Management Committee may reasonably determine, pays all reasonable expenses incurred by the non-transferring Member in connection with such admission, including, without limitation, legal fees and costs. In the event of a Transfer in part of a Member’s Interest under Section 6.02 and the admission of the transferee If such Permitted Transferee is admitted into the Company as a substitute member, such transferee member the Manager shall be required to act together as one Person with cause the Person(s) holding the remainder books and records of the entire Interest as of the date of this Agreement from whence Company to be amended to reflect such transferee member’s interest originally derivedadmission. To the fullest extent permitted by law, any transferee Permitted Transferee of an Interest who does not become a substituted Member substitute member shall have no right to require any information or account of the Company’s transactions, to inspect the Company books, or to vote on any of the matters as to which a Member would be entitled to vote under this Agreement. Any , and such transferee Permitted Transferee shall only be entitled to shareentitled, as an assignee, in such Net Profits and Net Losses, to receive such distributions, distributions and to receive such allocations of income, gain, loss, deduction or credit or similar items to which the transferor was entitled, to the extent assigned. A Member that Transfers its Interest shall not cease to be a member of the Company until the admission of the transferee Permitted Transferee as a substituted member of the Company and, except until the admission of such Permitted Transferee as provided in the preceding sentencea substitute member, such transferring Member shall continue to be entitled to exercise, and shall continue to be subject tobound by, all of the rights, duties and obligations of such Member under this Agreement.

Admission of Substitute Members. If Upon a transfer of a Unit by a Member, the transferor shall have the power to give, and by transfer of any Certificate issued shall be deemed to have given, the transferee the right to apply to become a Substitute Member Transfers with respect to the Unit acquired, subject to the conditions of and in the manner permitted under this Agreement. A transferee of a Certificate representing a Unit shall be an Assignee with respect to the transferred Unit (whether or not such transferee is a Member or Substitute Member with respect to other previously acquired Units) and shall not become a Substitute Member unless and until all of the following conditions are satisfied: (a) the instrument of assignment sets forth the intentions of the assignor that the Assignee succeed to the assignor’s interest as a Substitute Member in the Assignor’s place; (b) the assignor and Assignee shall have fulfilled all other requirements of this Agreement; (c) the Assignee shall have paid all reasonable legal fees and filing costs incurred by the Company in connection with such Assignee’s substitution as a Member; and (d) the Members shall have unanimously approved such substitution in writing, which approval may be granted or withheld by each Member in each Member’s Interest to a transferee in accordance with Sections 6.01 or 6.02sole discretion and may be arbitrarily withheld, then such transferee shall only be entitled to be admitted into the Company as a substitute Member if (i) and the books and records of the Company are amended have been modified to reflect the admission. The admission of an Assignee as a Substitute Member with respect to a transferred Unit shall become effective on the date the Members give their unanimous written consent to the admission and the books and records of the Company have been modified to reflect such admission; (ii) the Management Committee approves the admission . Any Member who transfers all of such transferee (but only in Member’s Units with respect to which the event Member had been admitted as a Member shall cease to be a Member of the Company upon a transfer of such Units in accordance with Section 6.01) Article 10 and approves the form and content execution of the instrument a counterpart of transfer; (iii) the transferor and transferee named therein execute and acknowledge such other instruments as the Management Committee may deem reasonably necessary to effectuate such admission; (iv) this Agreement by the transferee and shall have no further rights as a Member in writing accepts and adopts all or with respect to the Company (whether or not the Assignee of the terms and conditions of this Agreement, as the same may have been amended; and (v) the transferor pays, as the Management Committee may reasonably determine, all reasonable expenses incurred in connection with such admission, including, without limitation, legal fees and costs. In the event of a Transfer in part of a Member’s Interest under Section 6.02 and the admission of the transferee into former Member is admitted to the Company as a member, such transferee member shall be required to act together as one Person with the Person(s) holding the remainder of the entire Interest as of the date of this Agreement from whence such transferee member’s interest originally derived. To the fullest extent permitted by law, any transferee of an Interest who does not become a substituted Member shall have no right to require any information or account of the Company’s transactions, to inspect the Company books, or to vote on any of the matters as to which a Member would be entitled to vote under this Agreement. Any such transferee shall only be entitled to share, as an assignee, in such Net Profits and Net Losses, to receive such distributions, and to receive such allocations of income, gain, loss, deduction or credit or similar items to which the transferor was entitled, to the extent assigned. A Member that Transfers its Interest shall not cease to be a member of the Company until the admission of the transferee as a substituted member of the Company and, except as provided in the preceding sentence, shall continue to be entitled to exercise, and shall continue to be subject to, all of the rights, duties and obligations of such Member under this AgreementSubstitute Member).

Admission of Substitute Members. If any Member Transfers such Member’s Interest to a transferee in accordance with Sections 6.01 or 6.02, then such transferee shall only be entitled to be admitted into the Company as a substitute Member if (i) the books and records of the Company are amended to reflect such admission; (ii) the Management Committee approves the admission of such transferee (but only in the event of a transfer in accordance with Section 6.01) and approves and the form and content of the instrument of transfer; (iii) the transferor and transferee named therein execute and acknowledge such other instruments as the Management Committee may deem reasonably necessary to effectuate such admission; (iv) the transferee in writing accepts and adopts all of the terms and conditions of this Agreement, as the same may have been amended; and (v) the transferor pays, as the Management Committee may reasonably determine, all reasonable expenses incurred in connection with such admission, including, without limitation, legal fees and costs. In the event of a Transfer in part of a Member’s Interest under Section 6.02 and the admission of the transferee into the Company as a member, such transferee member shall be required to act together as one Person with the Person(s) holding the remainder of the entire Interest as of the date of this Agreement from whence such transferee member’s interest originally derived. To the fullest extent permitted by law, any transferee of an Interest who does not become a substituted Member shall have no right to require any information or account of the Company’s transactions, to inspect the Company books, or to vote on any of the matters as to which a Member would be entitled to vote under this Agreement. Any such transferee shall only be entitled to share, as an assignee, in such Net Profits and Net Losses, to receive such distributions, and to receive such allocations of income, gain, loss, deduction or credit or similar items to which the transferor was entitled, to the extent assigned. A Member that Transfers its Interest shall not cease to be a member of the Company until the admission of the transferee as a substituted member of the Company and, except as provided in the preceding sentence, shall continue to be entitled to exercise, and shall continue to be subject to, all of the rights, duties and obligations of such Member under this Agreement.

Admission of Substitute Members. If any Member Transfers such Member’s Interest to a transferee in accordance with Sections 6.01 or 6.02, then such transferee shall only be entitled to be admitted into the Company as a substitute Member if (i) the books and records of the Company are amended to reflect such admission; (ii) the Management Committee approves the admission of such transferee (but only in the event of a transfer in accordance with Section 6.01) and approves the form and content of the instrument of transfer; (iii) the transferor and transferee named therein execute and acknowledge such other instruments as the Management Committee may deem reasonably necessary to effectuate such admission; (iv) the transferee in writing accepts and adopts all of the terms and conditions of this Agreement, as the same may have been amended; and (v) the transferor pays, as the Management Committee may reasonably determine, all reasonable expenses incurred in connection with such admission, including, without limitation, legal fees and costs. In the event of a Transfer in part of a Member’s Interest under Section 6.02 and the admission of the transferee into the Company as a member, such transferee member shall be required to act together as one Person with the Person(s) holding the remainder of the entire Interest as of the date of this Agreement from whence such transferee member’s interest originally derived. To the fullest extent permitted by law, any transferee of an Interest who does not become a substituted Member shall have no right to require any information or account of the Company’s transactions, to inspect the Company books, or to vote on any of the matters as to which a Member would be entitled to vote under this Agreement. Any such transferee shall only be entitled to share, as an assignee, in such Net Profits and Net Losses, to receive such distributions, and to receive such allocations of income, gain, loss, deduction or credit or similar items to which the transferor was entitled, to the extent assigned. A Member that Transfers its Interest shall not cease to be a member of the Company until the admission of the transferee as a substituted member of the Company and, except as provided in the preceding sentence, shall continue to be entitled to exercise, and shall continue to be subject to, all of the rights, duties and obligations of such Member under this Agreement.

Admission of Substitute Members. If Upon a transfer of a Unit by a Member, the transferor shall have the power to give, and by transfer of any certificate issued shall be deemed to have given, the transferee the right to apply to become a Substitute Member Transfers with respect to the Unit acquired, subject to the conditions of and in the manner permitted under this Agreement. A transferee of a certificate representing a Unit shall be an Assignee with respect to the transferred Unit (whether or not such transferee is a Member or Substitute Member with respect to other previously acquired Units) and shall not become a Substitute Member unless and until all of the following conditions are satisfied: (a) the instrument of assignment sets forth the intentions of the assignor that the Assignee succeed to the assignor’s interest as a Substitute Member in the assignor’s place; (b) the assignor and Assignee shall have fulfilled all other requirements of this Agreement; (c) the Assignee shall have paid all reasonable legal fees and filing costs incurred by the Company in connection with such Assignee’s substitution as a Member; and (d) the Members shall have unanimously approved such substitution in writing, which approval may be granted or withheld by each Member in each Member’s Interest to a transferee in accordance with Sections 6.01 or 6.02sole discretion and may be arbitrarily withheld, then such transferee shall only be entitled to be admitted into the Company as a substitute Member if (i) and the books and records of the Company are amended have been modified to reflect the admission. The admission of an Assignee as a Substitute Member with respect to a transferred Unit shall become effective on the date the Members give their unanimous written consent to the admission and the books and records of the Company have been modified to reflect such admission; (ii) the Management Committee approves the admission . Any Member who transfers all of such transferee (but only in Member’s Units with respect to which the event Member had been admitted as a Member shall cease to be a Member of the Company upon a transfer of such Units in accordance with Section 6.01) Article 10 and approves the form and content execution of the instrument a counterpart of transfer; (iii) the transferor and transferee named therein execute and acknowledge such other instruments as the Management Committee may deem reasonably necessary to effectuate such admission; (iv) this Agreement by the transferee and shall have no further rights as a Member in writing accepts and adopts all or with respect to the Company (whether or not the Assignee of the terms and conditions of this Agreement, as the same may have been amended; and (v) the transferor pays, as the Management Committee may reasonably determine, all reasonable expenses incurred in connection with such admission, including, without limitation, legal fees and costs. In the event of a Transfer in part of a Member’s Interest under Section 6.02 and the admission of the transferee into former Member is admitted to the Company as a member, such transferee member shall be required to act together as one Person with the Person(s) holding the remainder of the entire Interest as of the date of this Agreement from whence such transferee member’s interest originally derived. To the fullest extent permitted by law, any transferee of an Interest who does not become a substituted Member shall have no right to require any information or account of the Company’s transactions, to inspect the Company books, or to vote on any of the matters as to which a Member would be entitled to vote under this Agreement. Any such transferee shall only be entitled to share, as an assignee, in such Net Profits and Net Losses, to receive such distributions, and to receive such allocations of income, gain, loss, deduction or credit or similar items to which the transferor was entitled, to the extent assigned. A Member that Transfers its Interest shall not cease to be a member of the Company until the admission of the transferee as a substituted member of the Company and, except as provided in the preceding sentence, shall continue to be entitled to exercise, and shall continue to be subject to, all of the rights, duties and obligations of such Member under this AgreementSubstitute Member).

Admission of Substitute Members. If any (a) Upon a Transfer of a Unit by a Member Transfers such Member’s Interest to a transferee in accordance with Sections 6.01 or 6.02Section 9.1 (but not otherwise), then such transferee the assignor shall only have the power to give, and by transfer of any certificate issued shall be entitled deemed to have given, the Assignee the right to apply to become a Substitute Member with respect to the Units acquired, subject to the conditions of and in the manner permitted under this Agreement. An Assignee of a certificate representing a Unit shall not be admitted into a Substitute Member with respect to the Company as a substitute Member if transferred Units unless and until (i) the instrument of assignment sets forth the intentions of the assignor that the Assignee succeed to the assignor's interest as a Substitute Member in his place, (ii) the assignor and Assignee shall have fulfilled all other requirements of this Agreement, (iii) the Assignee shall have paid all reasonable legal fees and filing costs incurred by the Company in connection with the Assignee's substitution as a Member, and (iv) the Members by unanimous vote of the Units held by the Members other than the transferring Member, shall have approved such substitution in writing, which approval may be granted or withheld in each such Member's sole discretion; whereupon the books and records of the Company are amended shall be modified to reflect the substitution of the Substitute Member for the transferring Member. (b) The admission of an Assignee as a Substitute Member with respect to a transferred Unit shall become effective on the date the Members other than the transferring Member give their written approval to the admission and the books and records of the Company have been modified to reflect such admission; (ii) the Management Committee approves the admission of substitution. With respect to any transfer under Section 9.1(b), such transferee (but only in the event of a transfer in accordance with Section 6.01) and approves the form and content of the instrument of transfer; (iii) the transferor and transferee named therein execute and acknowledge such other instruments as the Management Committee may deem reasonably necessary to effectuate such admission; (iv) the transferee in writing accepts and adopts approval shall not be unreasonably withheld. Any Member who Transfers all of the terms and conditions of this Agreement, as the same may have Member's Units with respect to which it had been amended; and (v) the transferor pays, as the Management Committee may reasonably determine, all reasonable expenses incurred in connection with such admission, including, without limitation, legal fees and costs. In the event of a Transfer in part of a Member’s Interest under Section 6.02 and the admission of the transferee into the Company admitted as a member, such transferee member shall be required to act together as one Person with the Person(s) holding the remainder of the entire Interest as of the date of this Agreement from whence such transferee member’s interest originally derived. To the fullest extent permitted by law, any transferee of an Interest who does not become a substituted Member shall have no right to require any information or account of the Company’s transactions, to inspect the Company books, or to vote on any of the matters as to which a Member would be entitled to vote under this Agreement. Any such transferee shall only be entitled to share, as an assignee, in such Net Profits and Net Losses, to receive such distributions, and to receive such allocations of income, gain, loss, deduction or credit or similar items to which the transferor was entitled, to the extent assigned. A Member that Transfers its Interest shall not cease to be a member Member of the Company until upon a Transfer of such Units in accordance with Article IX and the admission execution of a counterpart of this Agreement by the transferee (which execution the transferring Member shall obtain prior to such Transfer) and shall have no further rights as a substituted member of Member in or with respect to the Company and, except as provided in the preceding sentence, shall continue to be entitled to exercise, and shall continue to be subject to, all of the rights, duties and obligations of such Member under this AgreementCompany.

Admission of Substitute Members. If any Member Transfers such Member’s Interest to a transferee in accordance with Sections 6.01 or 6.02, then such transferee shall only be entitled to be admitted into the Company as a substitute Member if (i) the books and records of the Company are amended to reflect such admission; (ii) the Management Committee approves the admission of such transferee (but only in the event of a transfer in accordance with Section 6.01) and approves the form and content of the instrument of transfer; (iii) the transferor and transferee named therein execute and acknowledge such other instruments as the Management Committee may deem reasonably necessary to effectuate such admission; (iv) the transferee in writing accepts and adopts all of the terms and conditions of this Agreement, as the same may have been amended; and (v) the transferor pays, as the Management Committee may reasonably determine, all reasonable expenses incurred in connection with such admission, including, without limitation, legal fees and costs. In the event of a Transfer in part of a Member’s Interest under Section 6.02 and the admission of the transferee into the Company as a member, such transferee member shall be required to act together as one Person with the Person(s) holding the remainder of the entire Interest as of the date of this Agreement from whence such transferee member’s interest originally derived. To the fullest extent permitted by law, any transferee of an Interest who does not become a substituted Member shall have no right to require any information or account of the Company’s transactions, to inspect the Company books, or to vote on any of the matters as to which a Member would be entitled to vote under this Agreement. Any such transferee shall only be entitled to share, as an assignee, in such Net Profits and Net Losses, to receive such distributions, and to receive such allocations of income, gain, loss, deduction or credit or similar items to which the transferor was entitled, to the extent assigned. A Member that Transfers its Interest shall not cease to be a member of the Company until the admission of the transferee as a substituted member of the Company and, except as provided in the preceding sentence, shall continue to be entitled to exercise, and shall continue to be subject to, all of the rights, duties and obligations of such Member under this Agreement.

Admission of Substitute Members. If any (a) Upon a transfer of a Unit by a Member Transfers such Member’s Interest to a transferee in accordance with Sections 6.01 Article 13 (but not otherwise), the transferor shall have the power to give, and shall be deemed to have given, the transferee the right to apply to become a Substitute Member with respect to the Unit acquired, subject to the conditions of and in the manner permitted under this Agreement. A transferee shall not be a Substitute Member with respect to the transferred Unit (whether or 6.02, then not such transferee shall only be entitled is a Member or Substitute Member with respect to be admitted into the Company as a substitute Member if other previously acquired Units) unless and until (i) the instrument of assignment sets forth the intentions of the assignor that the Assignee succeed to the assignor’s Membership Interest as a Substitute Member in his place, (ii) the assignor and Assignee shall have fulfilled all other requirements of this Agreement, (iii) the Assignee shall have paid all reasonable legal fees and filing costs incurred by the Company in connection with his substitution as a Member, and (iv) the non-transferring Members shall have approved such substitution in writing, which approval may be granted or withheld in each Member’s sole discretion (provided, for the avoidance of doubt, that such approval shall not be required in connection with a transfer permitted under Section 13.2(a)). The Company shall modify its books and records promptly to reflect the admission of a Substitute Member. (b) The admission of an Assignee as a Substitute Member with respect to a transferred Unit shall become effective on the latter of (i) the date the Members give their written approval to the admission (or, in the case of a transfer permitted under Section 13.2(a), the date of such transfer) and (ii) the date the books and records of the Company are amended have been modified to reflect such admission; (ii) . Any Member who transfers all of the Management Committee approves Member’s Units with respect to which it had been admitted as a Member shall cease to be a Member of the admission Company upon a transfer of such transferee (but only in the event of a transfer Units in accordance with Section 6.01) Article 13 and approves the form and content execution of the instrument a counterpart of transfer; (iii) the transferor and transferee named therein execute and acknowledge such other instruments as the Management Committee may deem reasonably necessary to effectuate such admission; (iv) this Agreement by the transferee and shall have no further rights as a Member in writing accepts and adopts all or with respect to the Company (whether or not the Assignee of the terms and conditions of this Agreement, as the same may have been amended; and (v) the transferor pays, as the Management Committee may reasonably determine, all reasonable expenses incurred in connection with such admission, including, without limitation, legal fees and costs. In the event of a Transfer in part of a Member’s Interest under Section 6.02 and the admission of the transferee into former Member is admitted to the Company as a member, such transferee member shall be required to act together as one Person with the Person(s) holding the remainder of the entire Interest as of the date of this Agreement from whence such transferee member’s interest originally derived. To the fullest extent permitted by law, any transferee of an Interest who does not become a substituted Member shall have no right to require any information or account of the Company’s transactions, to inspect the Company books, or to vote on any of the matters as to which a Member would be entitled to vote under this Agreement. Any such transferee shall only be entitled to share, as an assignee, in such Net Profits and Net Losses, to receive such distributions, and to receive such allocations of income, gain, loss, deduction or credit or similar items to which the transferor was entitled, to the extent assigned. A Member that Transfers its Interest shall not cease to be a member of the Company until the admission of the transferee as a substituted member of the Company and, except as provided in the preceding sentence, shall continue to be entitled to exercise, and shall continue to be subject to, all of the rights, duties and obligations of such Member under this AgreementSubstitute Member).

Admission of Substitute Members. If any Member Transfers such Member’s Interest to Upon a transferee Transfer of Interests in accordance with Sections 6.01 Article XII or 6.02XIII (but not otherwise), then such transferee the Transferor shall only be entitled have the power to be admitted into give a Third Party Transferee the right to become a Substitute Member with respect to the Interests of the Company acquired, subject to the conditions of and in the manner permitted under this Agreement. A Third Party Transferee of Interests shall not be a Substitute Member with respect to the Transferred Interests (whether or not such Transferee is a Member or Substitute Member with respect to other previously acquired Interests) unless and until all of the following conditions are satisfied: (a) The instrument of assignment sets forth the intentions of the Transferor that the Transferee succeeds to the Transferor’s interest as a substitute Substitute Member if in his or her place; (ib) The Transferor and Third Party Transferee shall have fulfilled all other requirements of this Agreement; (c) The Third Party Transferee shall have paid all reasonable legal fees and filing costs incurred by the Company in connection with his or her substitution as a Member; and (d) Except as otherwise stated in Section 12.3(b), a Majority in Interest shall have approved such substitution, which approval must be in writing and may be granted or withheld in such Person’s sole and absolute discretion and may be arbitrarily withheld, and the books and records of the Company are amended have been modified to reflect such the admission; (ii) the Management Committee approves the . The admission of such transferee (but only in a Third Party Transferee as a Substitute Member shall become effective on the event of a transfer in accordance date the Third Party Transferee complied with Section 6.01) and approves the form and content of the instrument of transfer; (iii) the transferor and transferee named therein execute and acknowledge such other instruments as the Management Committee may deem reasonably necessary to effectuate such admission; (iv) the transferee in writing accepts and adopts all of the terms and conditions provisions of this Agreement, as the same may have been amended; and (v) the transferor pays, as the Management Committee may reasonably determine, all reasonable expenses incurred in connection with such admission, including, without limitation, legal fees and costs. In the event of a Transfer in part of a Member’s Interest under Section 6.02 and the admission of the transferee into the Company as a member, such transferee member shall be required to act together as one Person with the Person(s) holding the remainder of the entire Interest as of the date Article XII or Article XIII of this Agreement from whence such transferee member’s interest originally derived. To the fullest extent permitted by law, any transferee of an Interest who does not become a substituted Member shall have no right to require any information or account of the Company’s transactions, to inspect the Company books, or to vote on any of the matters as to which a Member would be entitled to vote under this Agreement. Any such transferee shall only be entitled to share, as an assignee, in such Net Profits and Net Losses, to receive such distributions, and to receive such allocations of income, gain, loss, deduction or credit or similar items to which the transferor was entitled, to the extent assignedapplicable, and the books and records of the Company have been modified to reflect such admission. A Any Member that who Transfers all of its Interest Interests in the Company with respect to which the Member had been admitted as a Member shall not cease to be a member Member of the Company until the admission of the transferee as a substituted member of the Company and, except as provided in the preceding sentence, shall continue to be entitled to exerciseCompany, and shall continue have no further rights as a Member in or with respect to be subject to, all of the rights, duties and obligations of such Member under this AgreementCompany.

Admission of Substitute Members. If any Member Transfers such 10.3.1. No Person, including the assignee of a Member’s Interest to a transferee in accordance with Sections 6.01 or 6.02interest, then such transferee shall only be entitled to may be admitted into the Company as a substitute Member if or additional Member unless: (i) the books and records of the Company are amended to reflect such admissionall Members consent; (ii) counsel for the Management Committee approves Company is of the opinion the admission of such transferee (but only in will not cause the event of Company to be classified otherwise than as a transfer in accordance with Section 6.01) partnership or to terminate for federal income tax purposes and approves the form and content will not require registration of the instrument interest of transferthe substitute Member or additional Member with the Securities and Exchange Commission or any state securities agency; (iii) the transferor substitute Member or additional Member has agreed to be bound by the provisions of this Agreement and transferee named therein execute all other applicable agreements, all in that form which the Members require; and acknowledge such other instruments as the Management Committee may deem reasonably necessary to effectuate such admission; (iv) the transferee in writing accepts and adopts all Company is reimbursed by the substitute Member or additional Member for the expense of admission. The Manager may waive the requirement of an opinion of counsel. The admission of a Person as a substitute Member or additional Member shall be effective only upon the satisfaction of the terms and conditions foregoing conditions, the amendment of this AgreementAgreement to reflect the admission of the substitute Member or additional Member, as and the same may have been amended; and (v) the transferor pays, as the Management Committee may reasonably determine, all reasonable expenses incurred in connection with such admission, including, without limitation, legal fees and costsfiling of any documents or certificate which are required to be filed by law. 10.3.2. In the event of a Transfer in part Any permitted assignee of a Member’s Interest under Section 6.02 and the admission of the transferee into the Company as a member, such transferee member shall be required to act together as one Person with the Person(s) holding the remainder of the entire Interest as of the date of this Agreement from whence such transferee member’s interest originally derived. To the fullest extent permitted by law, any transferee of an Interest who does not become a substituted substitute Member shall have no right and desires to require any information or account make further assignments of the Company’s transactionsinterest shall be subject to all of the restrictions on the transferability of the interest contained in this Agreement. Unless an assignee becomes a substitute Member pursuant to Section 10.3.1, the assignee shall not be entitled to inspect the Company books, or to vote on any of the matters as rights granted to which a Member would be entitled to vote under this Agreement. Any such transferee shall only be entitled to share, as an assignee, in such Net Profits and Net Losses, to receive such distributions, and to receive such allocations of income, gain, loss, deduction or credit or similar items to which the transferor was entitled, to the extent assigned. A Member that Transfers its Interest shall not cease to be a member of the Company until the admission of the transferee as a substituted member of the Company and, except as provided in the preceding sentence, shall continue to be entitled to exercise, and shall continue to be subject to, all of the rights, duties and obligations of such Member under this AgreementAgreement or the Act. 10.3.3. Notwithstanding the provisions of this Section 10, in the event of the death of a Member, the personal representative of the deceased Member, and/or the Person to whom. the deceased Member’s interest has passed either pursuant to the deceased Member’s last will and testament or the laws of intestacy governing his estate, may become a Member if the transferee delivers to the Company a written instrument agreeing to be bound by the provisions of this Agreement and all other applicable agreements.

Admission of Substitute Members. If any (a) No Member Transfers such Member’s Interest shall have the right to substitute a transferee in accordance with Sections 6.01 or 6.02, then such transferee shall only be entitled to be admitted into the Company Transferee as a substitute Member if in its place with respect to any Units so Transferred, unless (i) such Transfer is made in compliance with the books terms of this Agreement and records of the Company are amended to reflect such admission; (ii) the Management Committee approves Transferee executes and delivers to the admission Company a signature page counterpart to this Agreement and an acceptance of such transferee (but only in the event of a transfer in accordance with Section 6.01) and approves the form and content of the instrument of transfer; (iii) the transferor and transferee named therein execute and acknowledge such other instruments as the Management Committee may deem reasonably necessary to effectuate such admission; (iv) the transferee in writing accepts and adopts all of the terms and conditions of this Agreement, Agreement (including such other documents or instruments as may be required to effect the same may admission in the Company’s reasonable judgment). (b) A Transferee who has been admitted as a Substituted Member in accordance with this Section 8.3 shall have been amended; all the rights and (v) powers and be subject to all the transferor pays, as the Management Committee may reasonably determine, all reasonable expenses incurred in connection with such admission, including, without limitation, legal fees restrictions and costs. In the event liabilities of a Transfer Member under this Agreement holding Units (subject to the limitations in part Section 12.5). (c) Admission of a MemberSubstituted Member shall become effective on the date such Person’s Interest under Section 6.02 name is recorded on the books and records of the Company, which the Company shall do promptly following any Transfer effectuated in accordance with this Agreement. Upon the admission of the transferee into a Substituted Member, (i) the Company as a membershall amend Schedule A to reflect the name and address of, and number and class of Units held by, such transferee member shall be required Substituted Member and to act together as one Person with eliminate or adjust, if necessary, the Person(s) holding the remainder name, address and interest of the entire Interest as predecessor of such Substituted Member (such revisions to be presented to the Board no later than at the next regular meeting of the date of this Agreement from whence such transferee member’s interest originally derived. To the fullest extent permitted by law, any transferee of an Interest who does not become a substituted Member shall have no right to require any information or account of the Company’s transactions, to inspect the Company books, or to vote on any of the matters as to which a Member would be entitled to vote under this Agreement. Any such transferee shall only be entitled to share, as an assignee, in such Net Profits Board) and Net Losses, to receive such distributions, and to receive such allocations of income, gain, loss, deduction or credit or similar items to which the transferor was entitled, (ii) to the extent assigned. A Member that Transfers its Interest shall not cease to be a member of the Company until Transfer to such Substituted Member, the admission transferor Member shall be relieved of the transferee as a substituted member of the Company and, except as provided in the preceding sentence, shall continue to be entitled to exercise, and shall continue to be subject to, all of the rights, duties and its obligations of such Member under this Agreement.

Admission of Substitute Members. If any Upon a Transfer of an Interest by a Member Transfers such Member’s Interest to a transferee in accordance with Sections 6.01 Article XIII (but not otherwise), the transferor shall have the power to give the transferee the right to become a Substitute Member with respect to the Interest acquired, subject to the conditions of and in the manner permitted under this Agreement. A transferee of an Interest shall not be a Substitute Member with respect to the Transferred Interest (whether or 6.02, then not such transferee is a Member or Substitute Member with respect to other previously acquired Interests) unless and until all of the following conditions are satisfied: (a) The instrument of assignment sets forth the intentions of the assignor that the Assignee succeed to the assignor’s interest as a Substitute Member in its place; (b) The assignor and Assignee shall only be entitled to be admitted into have fulfilled all other requirements of this Agreement; EBGG-JV LLC 1st A&R Operating Agreement 27 (c) The Assignee shall have paid all reasonable legal fees and filing costs incurred by the Company in connection with his or her substitution as a substitute Member if Member; and (id) The Members shall have approved such substitution by a Majority in Interest of Members, or as otherwise stated in Section 13.2(a)(i), which approval must be in writing and may be granted or withheld by a Majority in Interest of Members in such members’ sole and absolute discretion and may be arbitrarily withheld, and the books and records of the Company are amended have been modified to reflect the admission. The admission of an Assignee as a Substitute Member with respect to a Transferred Membership Interest shall become effective on the date the Assignee complied with the provisions of this Agreement, including, without limitations, Article XIII and Section 14.1 in this Agreement and the books and records of the Company have been modified to reflect such admission; . Any Member who Transfers all of its Interest with respect to which the Member had been admitted as a Member shall cease to be a Member of the Company after a determination by the Members whether the transferee has complied with the provisions of this Agreement to be admitted as a Substitute Member with respect to the Transferred Interest, upon the execution of a counterpart of this Agreement by the transferee, and shall have no further rights as a Member in or with respect to the Company (ii) whether or not the Management Committee approves the admission Assignee of such transferee (but only in the event of a transfer in accordance with Section 6.01) and approves the form and content of the instrument of transfer; (iii) the transferor and transferee named therein execute and acknowledge such other instruments as the Management Committee may deem reasonably necessary former Member is admitted to effectuate such admission; (iv) the transferee in writing accepts and adopts all of the terms and conditions of this Agreement, as the same may have been amended; and (v) the transferor pays, as the Management Committee may reasonably determine, all reasonable expenses incurred in connection with such admission, including, without limitation, legal fees and costs. In the event of a Transfer in part of a Member’s Interest under Section 6.02 and the admission of the transferee into the Company as a member, such transferee member shall be required to act together as one Person with Substitute Member). An Assignee will not have the Person(s) holding the remainder rights of the entire Interest as of the date of this Agreement from whence such transferee member’s interest originally derived. To the fullest extent permitted by law, any transferee of an Interest who does not become a substituted Member shall have no right to require any information or account of the Company’s transactions, to inspect the Company books, or to vote on any of the matters as to which a Member would be entitled to vote under this Agreement. Any such transferee shall only be entitled to share, as an assignee, in such Net Profits and Net Losses, to receive such distributions, and to receive such allocations of income, gain, loss, deduction or credit or similar items to which the transferor was entitled, to the extent assigned. A Member that Transfers its Interest shall not cease to be a member of the Company until the admission of the transferee as a substituted member of the Company and, except as provided in the preceding sentence, shall continue to be entitled to exercise, and shall continue to be subject to, all of the rights, duties and obligations of such Member under it has complied with this Agreement.

Admission of Substitute Members. If any (a) Upon a transfer of an interest in the profits and capital of the Company by a Member Transfers such Member’s Interest to a transferee in accordance with Sections 6.01 Article X (but not otherwise), the transferor shall have the power to give the transferee the right to apply to become a Substitute Member with respect to the interest acquired, subject to the conditions of and in the manner permitted under this Agreement. No transferee of an interest shall become a Substitute Member with respect to the transferred interest (whether or 6.02, then not such transferee shall only be entitled is then a Member or Substitute Member with respect to be admitted into other previously acquired interests) unless and until all of the Company as a substitute Member if following conditions are satisfied: (i) The instrument of assignment sets forth the intentions of the assignor that the transferee succeed to the assignor's interest as a Substitute Member in his place; (ii) The assignor and transferee shall have fulfilled all other requirements of this Agreement; (iii) The transferee shall have paid all reasonable legal fees and filing costs incurred by the Company in connection with his substitution as a Member; and (iv) The Members shall have unanimously approved such substitution in writing, which approval may be granted or withheld by each Member in its sole and absolute discretion and may be arbitrarily withheld, and the books and records of the Company are amended have been modified to reflect the admission; provided, no such approval shall be required with respect to any transfer by PSO to its parent corporation, Central and South West Corporation, or any direct or indirect subsidiary of such parent corporation. (b) The admission of a transferee as a Substitute Member with respect to a transferred interest shall become effective on the date the Members give their unanimous written consent to the admission and the books and records of the Company have been modified to reflect such admission; (ii) the Management Committee approves the admission . Any Member who transfers all of such transferee (but only his interest in the event of a transfer in accordance with Section 6.01) profits and approves the form and content of the instrument of transfer; (iii) the transferor and transferee named therein execute and acknowledge such other instruments as the Management Committee may deem reasonably necessary to effectuate such admission; (iv) the transferee in writing accepts and adopts all of the terms and conditions of this Agreement, as the same may have been amended; and (v) the transferor pays, as the Management Committee may reasonably determine, all reasonable expenses incurred in connection with such admission, including, without limitation, legal fees and costs. In the event of a Transfer in part of a Member’s Interest under Section 6.02 and the admission of the transferee into the Company as a member, such transferee member capital shall be required to act together as one Person with the Person(s) holding the remainder of the entire Interest as of the date of this Agreement from whence such transferee member’s interest originally derived. To the fullest extent permitted by law, any transferee of an Interest who does not become a substituted Member shall have no right to require any information or account of the Company’s transactions, to inspect the Company books, or to vote on any of the matters as to which a Member would be entitled to vote under this Agreement. Any such transferee shall only be entitled to share, as an assignee, in such Net Profits and Net Losses, to receive such distributions, and to receive such allocations of income, gain, loss, deduction or credit or similar items to which the transferor was entitled, to the extent assigned. A Member that Transfers its Interest shall not cease to be a member Member of the Company until upon a transfer of such interest in accordance with Article X and the admission execution of a counterpart of this Agreement by the transferee and shall have no further rights as a substituted member of Member in or with respect to the Company and, except as provided in (whether or not the preceding sentence, shall continue to be entitled to exercise, and shall continue to be subject to, all of the rights, duties and obligations transferee of such former Member under this Agreementis admitted to he Company as a Substitute Member).

Admission of Substitute Members. If any Upon a transfer of a Unit by a Member Transfers such Member’s Interest to a transferee in accordance with Sections 6.01 ARTICLE IX (but not otherwise), the transferor shall have the power to give, and by transfer of any Certificate issued shall be deemed to have given, the transferee the right to apply to become a Substitute Member with respect to the Unit(s) acquired, subject to the conditions of and in the manner permitted under this Agreement. A transferee of a Certificate representing a Unit shall be an Assignee with respect to the transferred Unit (whether or 6.02, then not such transferee is a Member or Substitute Member with respect to other previously acquired Units) unless and until all of the following conditions are satisfied: A) The instrument of assignment sets forth the intentions of the assignor that the Assignee succeed to the assignor's interest as a Substitute Member in such assignor's place; B) The assignor and Assignee shall only be entitled to be admitted into have fulfilled all other requirements of this Agreement; C) The Assignee shall have paid all reasonable legal fees and filing costs incurred by the Company in connection with such Assignee's substitution as a substitute Member; and D) The Members shall have unanimously approved such substitution in writing, which approval may be granted or withheld by each Member if (i) in such Member's sole and absolute discretion and may be arbitrarily withheld, and the books and records of the Company are amended have been modified to reflect the admission. The admission of an Assignee as a Substitute Member with respect to a transferred Unit shall become effective on the date the Members give their unanimous written consent to the admission and the books and records of the Company have been modified to reflect such admission; (ii) the Management Committee approves the admission . Any Member who transfers all of such transferee (but only in Member's Units with respect to which such Member had been admitted as a Member shall cease to be a Member of the event of Company upon a transfer of such Units in accordance with Section 6.01) ARTICLE IX and approves the form and content execution of the instrument a counterpart of transfer; (iii) the transferor and transferee named therein execute and acknowledge such other instruments as the Management Committee may deem reasonably necessary to effectuate such admission; (iv) this Agreement by the transferee and shall have no further rights as a Member in writing accepts and adopts all or with respect to the Company (whether or not the Assignee of the terms and conditions of this Agreement, as the same may have been amended; and (v) the transferor pays, as the Management Committee may reasonably determine, all reasonable expenses incurred in connection with such admission, including, without limitation, legal fees and costs. In the event of a Transfer in part of a Member’s Interest under Section 6.02 and the admission of the transferee into former Member is admitted to the Company as a member, such transferee member shall be required to act together as one Person with the Person(s) holding the remainder of the entire Interest as of the date of this Agreement from whence such transferee member’s interest originally derived. To the fullest extent permitted by law, any transferee of an Interest who does not become a substituted Member shall have no right to require any information or account of the Company’s transactions, to inspect the Company books, or to vote on any of the matters as to which a Member would be entitled to vote under this Agreement. Any such transferee shall only be entitled to share, as an assignee, in such Net Profits and Net Losses, to receive such distributions, and to receive such allocations of income, gain, loss, deduction or credit or similar items to which the transferor was entitled, to the extent assigned. A Member that Transfers its Interest shall not cease to be a member of the Company until the admission of the transferee as a substituted member of the Company and, except as provided in the preceding sentence, shall continue to be entitled to exercise, and shall continue to be subject to, all of the rights, duties and obligations of such Member under this AgreementSubstitute Member).

Admission of Substitute Members. If any Member Transfers such Member’s Interest to Upon a transferee Transfer of Interests in accordance with Sections 6.01 Article XII or 6.02XIII (but not otherwise), then such transferee the Transferor shall only be entitled have the power to be admitted into give a Third Party Transferee the right to become a Substitute Member with respect to the Interests of the Company acquired, subject to the conditions of and in the manner permitted under this Agreement. A Third Party Transferee of Interests shall not be a Substitute Member with respect to the Transferred Interests (whether or not such Transferee is a Member or Substitute Member with respect to other previously acquired Interests) unless and until all of the following conditions are satisfied: TOW Operation Agreement Attachment B Page 27 (a) The instrument of assignment sets forth the intentions of the Transferor that the Transferee succeeds to the Transferor’s interest as a substitute Substitute Member if in his or her place; (ib) The Transferor and Third Party Transferee shall have fulfilled all other requirements of this Agreement; (c) The Third Party Transferee shall have paid all reasonable legal fees and filing costs incurred by the Company in connection with his or her substitution as a Member; and (d) Except as otherwise stated in Section 12.3(b), a Majority in Interest shall have approved such substitution, which approval must be in writing and may be granted or withheld in such Person’s sole and absolute discretion and may be arbitrarily withheld, and the books and records of the Company are amended have been modified to reflect such the admission; (ii) the Management Committee approves the . The admission of such transferee (but only in a Third Party Transferee as a Substitute Member shall become effective on the event of a transfer in accordance date the Third Party Transferee complied with Section 6.01) and approves the form and content of the instrument of transfer; (iii) the transferor and transferee named therein execute and acknowledge such other instruments as the Management Committee may deem reasonably necessary to effectuate such admission; (iv) the transferee in writing accepts and adopts all of the terms and conditions provisions of this Agreement, as the same may have been amended; and (v) the transferor pays, as the Management Committee may reasonably determine, all reasonable expenses incurred in connection with such admission, including, without limitation, legal fees and costs. In the event of a Transfer in part of a Member’s Interest under Section 6.02 and the admission of the transferee into the Company as a member, such transferee member shall be required to act together as one Person with the Person(s) holding the remainder of the entire Interest as of the date Article XII or Article XIII of this Agreement from whence such transferee member’s interest originally derived. To the fullest extent permitted by law, any transferee of an Interest who does not become a substituted Member shall have no right to require any information or account of the Company’s transactions, to inspect the Company books, or to vote on any of the matters as to which a Member would be entitled to vote under this Agreement. Any such transferee shall only be entitled to share, as an assignee, in such Net Profits and Net Losses, to receive such distributions, and to receive such allocations of income, gain, loss, deduction or credit or similar items to which the transferor was entitled, to the extent assignedapplicable, and the books and records of the Company have been modified to reflect such admission. A Any Member that who Transfers all of its Interest Interests in the Company with respect to which the Member had been admitted as a Member shall not cease to be a member Member of the Company until the admission of the transferee as a substituted member of the Company and, except as provided in the preceding sentence, shall continue to be entitled to exerciseCompany, and shall continue have no further rights as a Member in or with respect to be subject to, all of the rights, duties and obligations of such Member under this AgreementCompany.

Admission of Substitute Members. If any Member Transfers such Member’s 6.5.1 A transferee of an Interest to a transferee in accordance with Sections 6.01 or 6.02, then such transferee shall only be entitled to be admitted into to the Company as a substitute Member if if, and only if, all of the following requirements are met: (i) If the books and records Manager’s consent is required, the Manager has consented to the transferee’s admission as a Member of the Company are amended to reflect such admission; Company, which consent may be granted or withheld in the Manager’s sole discretion; (ii) The transferring Member and the Management Committee approves transferee have executed and delivered to the admission Company an executed copy of such transferee (but only an assignment instrument and written acceptance of the assignment in the event of a transfer in accordance with Section 6.01) and approves the form and content of satisfactory to the instrument of transfer; Manager; (iii) The transferee executes and delivers to the transferor and transferee named therein execute and acknowledge Company such other instruments additional instruments, agreements and/or documents as the Management Committee may deem reasonably necessary to effectuate such admission; (iv) the transferee in writing accepts and adopts all of the terms and conditions of this Agreement, as the same may have been amended; and (v) the transferor pays, as the Management Committee Manager may reasonably determine, all reasonable expenses incurred in connection with such admissionrequire, including, without limitation, an addendum to this Agreement, in form and substance acceptable to the Manager, whereby the transferee (i) agrees to be admitted to the Company as a Member with respect to the Interest assigned to him/her/it, (ii) assumes and agrees to perform the obligations of the transferring Member to the Company and the other Members with respect to the Interest assigned to him/her/it, and (iii) agrees to be bound by, and to perform, the provisions of this Agreement in respect of the Interest transferred to him/her/it; (iv) If requested by the Manager, the transferee reimburses the Company for the legal fees and costs. In other expenses incurred by the event of Company in connection with a Transfer in part of a Member’s Interest under Section 6.02 by such transferring Member and the admission of the his/her/its transferee into to the Company as a member, such transferee member Member; and (v) An opinion of counsel is furnished by the transferor (which counsel and opinion shall be required reasonably satisfactory to act together the Company), that the transfer does not violate applicable federal, state or foreign securities laws, and is made pursuant to an exemption from registration under the Securities Act, the applicable securities laws of any state, or the applicable securities laws of any country. 6.5.2 Each Member hereby appoints (and each transferee who is entitled to be admitted to the Company as one Person a Member shall be deemed to have appointed) the Manager, with full power of substitution, as his/her/its true and lawful attorney-in-fact, in such Member’s name and behalf, to make, execute, acknowledge, certify, deliver, file and/or record each and every instrument and document as may be required, in the Person(s) holding judgment of such attorney-in-fact, to effect or reflect the remainder admission to the Company, as a Member, of the entire Interest transferee. 6.5.3 The Manager shall have the right, power and authority to do all things necessary or advisable, in its judgment, to effect or reflect the admission to the Company, as a Member, of the date transferee of a transferring Member. 6.5.4 Upon satisfaction of the provisions of Section 6.5.1 hereof and the other applicable provisions of this Agreement from whence such transferee member’s interest originally derived. To the fullest extent permitted by lawArticle VI, any a transferee of an Interest who does not become shall be admitted as a substituted Member in the place and stead of his/her/its transferring Member in respect of the Interest acquired from the transferring Member, and shall have no all the rights, powers, obligations and liabilities of the transferring Member, including, without limitation, the right to require any information approve, consent to or account vote on matters relating to the Company, and shall be subject to all of the Company’s transactions, to inspect the Company books, or to vote on any restrictions of his/her/its transferring Member. Each of the matters as Members, on his/her/its behalf and on behalf of his/her/its successors and assigns, hereby agrees and consents to which a Member would be entitled to vote under this Agreement. Any such transferee shall only be entitled to share, as an assignee, in such Net Profits and Net Losses, to receive such distributions, and to receive such allocations of income, gain, loss, deduction or credit or similar items to which the transferor was entitled, to the extent assigned. A Member that Transfers its Interest shall not cease to be a member of the Company until the admission of the transferee as a substituted member of the Company and, except substitute Members as provided in the preceding sentence, shall continue to be entitled to exercise, and shall continue to be subject to, all of the rights, duties and obligations of such Member under this Agreementherein.

Admission of Substitute Members. If any (a) Upon a transfer of an interest in the profits and capital of the Company by a Member Transfers such Member’s Interest to a transferee in accordance with Sections 6.01 Article X (but not otherwise), the transferor shall have the power to give the transferee the right to apply to become a Substitute Member with respect to the interest acquired, subject to the conditions of and in the manner permitted under this Agreement. No transferee of an interest shall become a Substitute Member with respect to the transferred interest (whether or 6.02, then not such transferee shall only be entitled is then a Member or Substitute Member with respect to be admitted into other previously acquired interests) unless and until all of the Company as a substitute Member if following conditions are satisfied: (i) The instrument of assignment sets forth the intentions of the assignor that the transferee succeed to the assignor's interest as a Substitute Member in his place; (ii) The assignor and transferee shall have fulfilled all other requirements of this Agreement; (iii) The transferee shall have paid all reasonable legal fees and filing costs incurred by the Company in connection with his substitution as a Member; and (iv) The Members shall have unanimously approved such substitution in writing, which approval may be granted or withheld by each Member in its sole and absolute discretion and may be arbitrarily withheld, and the books and records of the Company are amended have been modified to reflect the admission; provided, in the event Public Service Company of Oklahoma ("PSO") shall become a member of the Company, no such approval shall be required with respect to any transfer by PSO to its parent corporation, Central and South West Corporation, or any direct or indirect subsidiary of such parent corporation. (b) The admission of a transferee as a Substitute Member with respect to a transferred interest shall become effective on the date the Members give their unanimous written consent to the admission and the books and records of the Company have been modified to reflect such admission; (ii) the Management Committee approves the admission . Any Member who transfers all of such transferee (but only his interest in the event of a transfer in accordance with Section 6.01) profits and approves the form and content of the instrument of transfer; (iii) the transferor and transferee named therein execute and acknowledge such other instruments as the Management Committee may deem reasonably necessary to effectuate such admission; (iv) the transferee in writing accepts and adopts all of the terms and conditions of this Agreement, as the same may have been amended; and (v) the transferor pays, as the Management Committee may reasonably determine, all reasonable expenses incurred in connection with such admission, including, without limitation, legal fees and costs. In the event of a Transfer in part of a Member’s Interest under Section 6.02 and the admission of the transferee into the Company as a member, such transferee member capital shall be required to act together as one Person with the Person(s) holding the remainder of the entire Interest as of the date of this Agreement from whence such transferee member’s interest originally derived. To the fullest extent permitted by law, any transferee of an Interest who does not become a substituted Member shall have no right to require any information or account of the Company’s transactions, to inspect the Company books, or to vote on any of the matters as to which a Member would be entitled to vote under this Agreement. Any such transferee shall only be entitled to share, as an assignee, in such Net Profits and Net Losses, to receive such distributions, and to receive such allocations of income, gain, loss, deduction or credit or similar items to which the transferor was entitled, to the extent assigned. A Member that Transfers its Interest shall not cease to be a member Member of the Company until upon a transfer of such interest in accordance with Article X and the admission execution of a counterpart of this Agreement by the transferee and shall have no further rights as a substituted member of Member in or with respect to the Company and, except as provided in (whether or not the preceding sentence, shall continue to be entitled to exercise, and shall continue to be subject to, all of the rights, duties and obligations transferee of such former Member under this Agreementis admitted to he Company as a Substitute Member).