Common use of Admission of Substituted Members Clause in Contracts

Admission of Substituted Members. As to Permitted Transfers, a transferee of Units shall be admitted as a substitute Member provided that such transferee has complied with the following provisions: (a) The transferee of Units shall, by written instrument in form and substance reasonably satisfactory to the Directors; (i) accept and adopt the terms and provisions of this Agreement, including this Section 9, and (ii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Units. The transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, (y) in the case of a Transfer to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; (b) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Units; and (c) Except in the case of a Transfer involuntarily by operation of law, if required by the Directors, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Directors reasonably deem necessary or appropriate to effect, and as a condition to, such Transfer.

Admission of Substituted Members. As Subject to Permitted Transfers, the other provisions of this Article 10 a transferee of Units shall a Membership Interest may be admitted to the Company as a substitute substituted Member provided that such transferee has complied with only upon satisfaction of the following provisions: conditions set forth in this Section 10.5. (a) The Membership Interest with respect to which the transferee is being admitted was acquired by means of a Permitted Transfer; (b) The transferee of Units a Membership Interest (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the Directors; instrument, (i) accept and adopt the terms and provisions of this Agreement, including this Section 9, Article 10 and (ii) assume the obligations of the transferor Member under this Agreement with respect to the transferred UnitsTransferred Membership Interest. The transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities Liabilities of the transferor Member arising out of a breach of this Agreement, Agreement by the transferor Member and (y) in the case of a Transfer to any Person other than a Member or any of its AffiliatesMember, those obligations or liabilities Liabilities of the transferor Member based on events occurring, arising arising, or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; (b) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Units; and and (c) Except in the case of a Transfer involuntarily by operation of law, if required by the Directors, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the The transferee and transferor shall each execute and deliver such other instruments as the Directors Board reasonably deem deems necessary or appropriate to effect, and as a condition to, such Transfer, including amendments to the Organizational Certificate or any other instrument filed with the State of Delaware or any other state or Governmental Authority.

Admission of Substituted Members. As to Permitted TransfersBy transfer of a Membership Interest in accordance with Article IV, a transferee of Units the transferor shall be admitted deemed to have given the transferee the right to seek admission as a substitute Substituted Member provided that such subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Membership Interest shall, however, only have the authority to convey to a purchaser or other transferee has complied with the following provisions: (a) The the right to negotiate such Membership Interest to a purchaser or other transferee and (b) the right to request admission as a Substituted Member to such purchaser or other transferee in respect of the transferred Membership Interests. Each transferee of Units shall, by written instrument in form a Membership Interest shall be an Assignee and substance reasonably satisfactory be deemed to the Directors; (i) accept and adopt the terms and provisions of this Agreement, including this Section 9, and (ii) assume the obligations of the transferor have applied to become a Substituted Member under this Agreement with respect to the Interests so transferred Unitsto such Person. The transferor Such Assignee shall become a Substituted Member shall be released from all such assumed obligations except (x) those obligations at such time as the Members consent thereto, which consent may be given or liabilities of withheld in the transferor Member arising out of a breach of this AgreementMembers' discretion, and (y) when any such admission is shown on the books and records of the Company. If such consent is withheld, such transferee shall remain an Assignee. An Assignee shall have an interest in the case Company equivalent to that of a Transfer to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; (b) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to allocations and distributions, including liquidating distributions, of the Transferred Units; Company. With respect to voting rights attributable to Membership Interests that are held by Assignees, the Managing Member shall be deemed to be the Member with respect thereto and (c) Except shall, in exercising the case voting rights in respect of such Interests on any matter, vote such Membership Interests at the written direction of the Assignee. If no such written direction is received, such Membership Interests will not be voted. An Assignee shall have no other rights of a Transfer involuntarily by operation of law, if required by the Directors, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Directors reasonably deem necessary or appropriate to effect, and as a condition to, such TransferMember.

Admission of Substituted Members. As If any Member transfers such Member’s Interest to Permitted Transfers, a transferee of Units 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 substituted Member provided that such transferee has complied with the following provisions: (a) The transferee of Units shall, by written instrument in form and substance reasonably satisfactory to the Directors; if (i) accept the Members approve such admission in writing and adopt the terms and provisions of this Agreement, including this Section 9, and Agreement is amended to reflect such admission; (ii) assume the obligations non-transferring Member approves the form and content of the transferor Member under this Agreement with respect to the transferred Units. The transferor Member shall be released from all such assumed obligations except instrument of transfer; (xiii) those obligations or liabilities of the transferor and transferee named therein execute and acknowledge such other instruments as the non-transferring Member arising out of a breach of this Agreement, (y) in the case of a Transfer may deem reasonably necessary to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreementeffectuate such admission; (biv) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Units; in writing accepts and (c) Except in the case of a Transfer involuntarily by operation of law, if required by the Directors, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by adopts all of the terms and conditions of this Agreement, as the same may have been amended; (v) the transferor pays, as the non-transferring Member may reasonably determine, all reasonable expenses incurred in connection with such admission, including, without limitation, legal fees and costs; and (vi) to the extent required the lender under the Loan or any Refinance has consented to such transfer. To the maximum extent permitted by applicable 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 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 transferred. A Member that transfers such Member’s Interest pursuant to Section 6.02 shall not cease to be a Member of the Company until the admission of the transferee and transferor as a substituted Member in accordance with this Agreement and, except as provided in the preceding sentence, shall each execute and deliver such other instruments as the Directors reasonably deem necessary or appropriate continue to effectbe entitled to exercise, and as a condition shall continue to be subject to, all of the other rights, duties and obligations of such TransferMember under this Agreement.

Admission of Substituted Members. As Subject to Permitted Transfersthe other provisions of this Article X, a transferee of Units shall a Interest may be admitted to the Company as a substitute substituted Member provided that such transferee has complied with only upon satisfaction of the following provisions: conditions set forth in this Section 10.6: (a) The Interest with respect to which the transferee is being admitted was acquired by means of Units a Permitted Transfer; (b) The transferee (other than a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the Directors; Manager (and, in the case of clause (ii) below, the transferor Member), (i) accept and adopt the terms and provisions of become a party to this Agreement, including this Section 9, Agreement and (ii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Units. The transferor Member shall be released from all such assumed obligations except Transferred Interest; (x) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, (y) in the case of a Transfer to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; (bc) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred UnitsInterest; and and (cd) Except in the case of a Transfer involuntarily by operation of law, if If required by the DirectorsManager, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Directors Manager reasonably deem deems necessary or appropriate to effect, and as a condition to, such Transfer, including amendments to the Certificate or any other instrument filed with the State of Delaware or any other state or governmental authority.

Admission of Substituted Members. As (a) No Member shall have the right to Permitted Transfers, substitute a transferee (including any transferees pursuant to Transfers permitted by Section 11.3 hereof) as a Member in its place. A transferee of Units shall a Member Interest may be admitted as a substitute Substituted Member provided that such transferee has complied only with the following provisions: (a) Consent of the Managing Member. The failure or refusal by the Managing Member to permit a transferee of Units shallany such interests to become a Substituted Member shall not give rise to any cause of action against the Company or the Managing Member. Subject to the foregoing, by written instrument an Assignee shall not be admitted as a Substituted Member until and unless it furnishes to the Managing Member (i) evidence of acceptance, in form and substance reasonably satisfactory to the Directors; (i) accept Managing Member, of all the terms, conditions and adopt the terms and provisions of this Agreement, including this Section 9, and (ii) assume the applicable obligations of the transferor Member under this Agreement with respect to the transferred Units. The transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, (yii) a counterpart signature page to this Agreement executed by such Assignee and (iii) such other documents and instruments as the Managing Member may require in its sole discretion to effect such Assignee’s admission as a Substituted Member. (b) Concurrently with, and as evidence of, the case admission of a Transfer Substituted Member, the Managing Member shall update the Member Registry and the books and records of the Company to any Person other than reflect the name, address and number and class and/or series of Membership Units of such Substituted Member and to eliminate or adjust, if necessary, the name, address and number of Membership Units of the predecessor of such Substituted Member. (c) A transferee who has been admitted as a Substituted Member or any of its Affiliates, those obligations or in accordance with this Article 11 shall have all the rights and powers and be subject to all the restrictions and liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; (b) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Units; and (c) Except in the case of a Transfer involuntarily by operation of law, if required by the Directors, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Directors reasonably deem necessary or appropriate to effect, and as a condition to, such Transfer.

Admission of Substituted Members. As Subject to Permitted Transfersthe other provisions of this Article XI, a transferee of Units shall a Membership Interest may be admitted to the Company as a substitute substituted Member provided that such transferee has complied with only upon satisfaction of the following provisions: conditions set forth in this Section 11.6: (a) The Membership Interest with respect to which the transferee is being admitted was acquired by means of a Permitted Transfer; (b) The transferee of Units a Membership Interest (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the Directors; instrument, (i) accept and adopt the terms and provisions of this Agreement, including this Section 9Article XI and Article XII, and (ii) assume the obligations of the transferor Member under this Agreement with respect to the transferred UnitsTransferred Membership Interest. The transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities Liabilities of the transferor Member arising out of a breach of this Agreement, Agreement by the transferor Member and (y) in the case of a Transfer to any Person other than a Member or any of its AffiliatesMember, those obligations or liabilities Liabilities of the transferor Member based on events occurring, arising arising, or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; (b) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Units; and and (c) Except in the case of a Transfer involuntarily by operation of law, if required by the Directors, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the The transferee and transferor shall each execute and deliver such other instruments as the Directors Managing Member reasonably deem deems necessary or appropriate to effect, and as a condition to, such Transfer, including amendments to the Organizational Certificate or any other instrument filed with the State of Delaware or any other state or Governmental Authority. If a Member Transfers all of its Membership Interest in compliance with the provisions of this Article XI, the admission of the transferee to the Company as a Member of the Company shall be deemed to occur effective immediately prior to the Transfer and immediately following such admission, the transferor Member shall cease to be a Member of the Company.

Admission of Substituted Members. As Subject to Permitted Transfersthe other provisions of this Article XIX, a transferee of Units shall a Membership Interest or any portion thereof may be admitted to the Company as a substitute substituted Member provided that such transferee has complied with only upon satisfaction of the following provisions: conditions set forth in this Section 19.9 and Section 15.12(b): (a) The the Membership Interest or any portion thereof with respect to which the transferee is being admitted was acquired in compliance with the provisions of this Article XIX; (b) the transferee of Units a Membership Interest or any portion thereof (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the Directors; Management Committee (and, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to each nontransferring Member equivalent to those set forth in Article XXV hereof, (ii) accept and adopt the terms and provisions of this Agreement, including this Section 9Article XIX, and (iiiii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Units. The transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, (y) in the case of a Transfer to any Person other than a Member Membership Interest or any of its Affiliates, those obligations portion thereof. (c) the transferee shall pay or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; (b) The transferee pays or reimburses reimburse the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Units; and transferred Membership Interest or any portion thereof; (cd) Except except in the case of a an involuntary Transfer involuntarily by operation of law, if required by the DirectorsManagement Committee, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Directors Management Committee reasonably deem deems necessary or appropriate to effect, and as a condition to, such Transfer, including amendments to the Certificate of Formation or any other instrument filed with the state of Delaware or any other state or governmental authority; and (e) approval of all the other Members subject, always to Sections 15.12(b) and 19.1(a) hereof.

Admission of Substituted Members. As to Permitted Transfers, a transferee of Units shall be admitted as a substitute Member provided that such transferee has complied with the following provisions: (a) The transferee of Units shall, by written instrument in form and substance reasonably satisfactory to the Directors; (i) accept and adopt the terms and provisions of this Agreement, including this Section 9, and (ii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Units. The transferor Member shall be released from all such assumed obligations except (xA) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, (yB) in the case of a Transfer to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (zC) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; (b) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Units; and (c) Except in the case of a Transfer involuntarily by operation of law, if required by the Directors, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Directors reasonably deem necessary or appropriate to effect, and as a condition to, such Transfer.

Admission of Substituted Members. As to Permitted Transfers, a transferee of Units shall be admitted as a substitute Member provided that such transferee has complied with the following provisions: (a) The transferee of Units shall, by written instrument in form and substance reasonably satisfactory to the Class A Directors; (i) accept and adopt the terms and provisions of this Agreement, including this Section 9, and (ii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Units. The transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, (y) in the case of a Transfer to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; (b) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Units; and (c) Except in the case of a Transfer involuntarily by operation of law, if required by the Class A Directors, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Class A Directors reasonably deem necessary or appropriate to effect, and as a condition to, such Transfer.

Admission of Substituted Members. As Subject to Permitted Transfersthe other provisions of this Section VIII, a transferee Transferee of Units shall Interests may be admitted to the Company as a substitute substituted Member provided that such transferee has complied with only upon satisfaction of the following provisions: conditions set forth in this Section 8.4: (a) The transferee Interests with respect to which the Transferee is being admitted were acquired by means of Units an Approved Transfer; (b) The Transferee of Interests (other than, with respect to clauses (i) and (ii) below, a Transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the Directors; Manager (and, in the case of clause (ii) below, the Transferor Member), (i) accept and adopt the terms and provisions of this Agreement, including this Section 9, Agreement and (ii) assume the obligations of the transferor Transferor Member under this Agreement with respect to the transferred UnitsTransferred Interests. The transferor Transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities of the transferor Transferor Member prior to Transfer arising out of a breach of this AgreementAgreement by Transferor Member, (y) in the case of a Transfer to any Person other than a Member or any of its controlled Affiliates, those obligations or liabilities of the transferor Transferor Member based on events occurring, arising arising, or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its controlled Affiliates, any Capital Contribution or other financing obligation of the transferor Transferor Member under this Agreement; ; (bc) The transferee Transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee Transferee as a Member with respect to the Transferred UnitsInterests; and and (cd) Except in the case of a Transfer involuntarily by operation of law, if required by the DirectorsManager, the transferee (other than a transferee that was a Member prior to the Transfer) Transferee shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee Transferee and transferor Transferor shall each execute and deliver such other instruments as the Directors Manager reasonably deem deems necessary or appropriate to effect, and as a condition to, such Transfer, including amendments to the Certificate or any other instrument filed with the State of Delaware or any other state or governmental authority.

Admission of Substituted Members. As to Permitted Transfers, a transferee of Units shall be admitted as a substitute Member provided that such transferee has complied with the following provisions: (a) The the transferee of Units shall, by written instrument in form and substance reasonably satisfactory to the Directors; (i) accept and adopt the terms and provisions of this Agreement, including this Section 9, and (ii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Units. The transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, (y) in the case of a Transfer to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; (b) The the transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Units; and (c) Except except in the case of a Transfer involuntarily by operation of law, if required by the Directors, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Directors reasonably deem necessary or appropriate to effect, and as a condition to, such Transfer. The transferor Member shall be released from all obligations assumed by the transferee except (x) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, (y) in the case of a Transfer to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement.

Admission of Substituted Members. As Subject to Permitted Transfersthe other provisions of this Section 12, a transferee of Units shall an Interest may be admitted to the Company as a substitute substituted Member provided that only upon satisfaction of each of the conditions set forth in this Section 12.6: 44 44 (i) The non-transferring Members consent to such admission, which consent may be given or withheld in the sole and absolute discretion of each such Member, or (ii) the Interest with respect to which the transferee has complied with the following provisions: is being admitted was acquired by means of a Permitted Transfer; (ab) The transferee of Units an Interest shall, by written instrument in form and substance reasonably satisfactory to the Directors; Director (and, in the case of clause (ii) below, the transferor Member), (i) accept and adopt the terms and provisions of this Agreement, including this Section 9, 12 and (ii) assume the obligations of the transferor Member under this Agreement with respect to the transferred UnitsInterest. The transferor Member shall be released from all such assumed obligations except (xi) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, Agreement and (yii) in the case of a Transfer to any Person other than a Member or any of its AffiliatesMember, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer; (c) Unless the requirements of this Section 12.6(c) have been waived by the Governing Board, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; (b) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred UnitsInterest; and and (cd) Except in the case of a Transfer involuntarily by operation of law, if If required by the DirectorsGoverning Board, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Directors Governing Board reasonably deem deems necessary or appropriate to effect, and as a condition to, such Transfer, including amendments to the Certificate or any other instrument filed with the State of Delaware or any other state or governmental authority.

Admission of Substituted Members. As Subject to Permitted Transfersthe other provisions of this Section 12, a transferee of Units shall an Interest may be admitted to the Company as a substitute substituted Member provided that only upon satisfaction of each of the conditions set forth in this Section 12.6: (i) The non-transferring Members consent to such admission, which consent may be given or withheld in the sole and absolute discretion of each such Member, or (ii) the Interest with respect to which the transferee has complied with the following provisions: is being admitted was acquired by means of a Permitted Transfer; (ab) The transferee of Units an Interest shall, by written instrument in form and substance reasonably satisfactory to the Directors; Director (and, in the case of clause (ii) below, the transferor Member), (i) accept and adopt the terms and provisions of this Agreement, including this Section 9, 12 and (ii) assume the obligations of the transferor Member under this Agreement with respect to the transferred UnitsInterest. The transferor Member shall be released from all such assumed obligations except (xi) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, Agreement and (yii) in the case of a Transfer to any Person other than a Member or any of its AffiliatesMember, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer; (c) Unless the requirements of this Section 12.6(c) have been waived by the Governing Board, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; (b) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred UnitsInterest; and and (cd) Except in the case of a Transfer involuntarily by operation of law, if If required by the DirectorsGoverning Board, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Directors Governing Board reasonably deem deems necessary or appropriate to effect, and as a condition to, such Transfer, including amendments to the Certificate or any other instrument filed with the State of Delaware or any other state or governmental authority.

Admission of Substituted Members. As Subject to Permitted Transfersthe other provisions of this Article X, a transferee of Units shall an Interest may be admitted to the Company as a substitute substituted Member provided that such transferee has complied with only upon satisfaction of the following provisions: conditions set forth in this Section 10.6: (a) The Interest with respect to which the transferee is being admitted was acquired by means of a Permitted Transfer; (b) The transferee of Units an Interest (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the Directors; instrument, (i) accept and adopt the terms and provisions of this Agreement, including this Section 9Article X, and (ii) assume the obligations of the transferor Member under this Agreement with respect to the transferred UnitsTransferred Interest. The transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities Liabilities of the transferor Member arising out of a breach of this Agreement, Agreement by the transferor Member and (y) in the case of a Transfer to any Person other than a Member or any of its AffiliatesMember, those obligations or liabilities Liabilities of the transferor Member based on events occurring, arising arising, or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; (b) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Units; and and (c) Except in the case of a Transfer involuntarily by operation of law, if required by the Directors, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the The transferee and transferor shall each execute and deliver such other instruments as the Directors Managing Member reasonably deem deems necessary or appropriate to effect, and as a condition to, such Transfer, including amendments to the Certificate or any other instrument filed with the State of Delaware or any other state or Governmental Authority.

Admission of Substituted Members. As to Permitted Transfers, a transferee of Units shall be admitted as a substitute Member provided that such transferee has complied with the following provisions: (a) The transferee of Units shall, by written instrument in form and substance reasonably satisfactory to the Directors; : (i) accept and adopt the terms and provisions of this Agreement, including this Section 9, and (ii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Units. The transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, (y) in the case of a Transfer to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; (b) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Units; and (c) Except in the case of a Transfer involuntarily by operation of law, if required by the Directors, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Directors reasonably deem necessary or appropriate to effect, and as a condition to, such Transfer.

Admission of Substituted Members. As Subject to Permitted Transfersthe other provisions of this Article 11, a transferee of Units shall may be admitted to the Company as a substitute Member provided that such transferee has complied with only upon satisfaction of the following provisions: conditions set forth in this Section 11.10: (a) Consent is given by the Board of Managers to such admission, which consent may be given or withheld in its sole and absolute discretion; (b) The transferee of Units (other than, with respect to clause (i) below, a transferee that was a Member prior to the Disposition) shall, by written instrument in form and substance reasonably satisfactory to the Directors; Board of Managers (and, in the case of clause (ii) below, the transferor Member), (i) accept and adopt the terms and provisions of this Agreement, including this Section 9Article 11, and (ii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Units. The transferor Member shall be released from all such assumed obligations except (xiii) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, and (yiv) in the case of a Transfer Disposition to any Person other than a Member or any of its AffiliatesMember, those obligations or liabilities of the transferor Member based on events occurring, arising arising, or maturing prior to the date of Transfer, and such Disposition; (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; (bc) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred transferred Units; and and (cd) Except in the case of a Transfer Disposition involuntarily by operation of law, if required by the Directorsother Members, the transferee (other than a transferee that was a Member prior to the TransferDisposition) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Directors Board of Managers reasonably deem necessary or appropriate to effect, and as a condition to, such TransferDisposition, including amendments to the Certificate of Formation or any other instrument filed with the State of Delaware or any other state or governmental authority.

Admission of Substituted Members. As Subject to Permitted Transfersthe other provisions of this Section 10, a transferee of Units shall may be admitted to the Joint Sales Company as a substitute substituted Member provided that such transferee has complied with only upon satisfaction of the following provisionsconditions set forth in this Section 10.8: * CONFIDENTIAL TREATMENT REQUESTED (a) The Units with respect to which the transferee is being admitted were acquired by means of a Permitted Transfer; (b) The transferee of Units (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the Directors; Board of Directors (and, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 7, (ii) accept and adopt the terms and provisions of this Agreement, including this Section 910, and (iiiii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Units. The transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, (y) in the case of a Transfer to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; ; (bc) The transferee pays or reimburses the Joint Sales Company for all reasonable legal, filing, accounting and publication costs that the Joint Sales Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Units; and and (cd) Except in the case of a Transfer involuntarily by operation of law, if required by the Board of Directors, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Joint Sales Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Board of Directors reasonably deem deems necessary or appropriate to effect, and as a condition to, such Transfer, including amendments to the Certificate or any other instrument filed with the State of Delaware or any other state or governmental authority.

Admission of Substituted Members. As to Permitted Transfers, a A transferee of Units shall (whether as a result of a Permitted Transfer or otherwise) may be admitted as a substitute Member provided that such transferee has complied with only upon satisfaction of each of the following provisions: conditions: (a) The transferee acquired its Units by means of a Permitted Transfer; (b) The transferee meets all requirements of membership established in or pursuant to this Agreement (including Section 2.2 and 6.2(a) hereof), and such admission is approved by the Board which approval may be given or withheld in the sole and absolute discretion of the Board; (c) The transferee of Units (other than, with respect to clauses (i) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the Directors; Members (and, in the case of clause (ii) below, the transferor Member), (i) accept and adopt the terms and provisions of this Agreement, including this Section 910, and (ii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Units. The transferor Member shall be released from all such assumed obligations except . (x) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, (y) in the case of a Transfer to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; (bd) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Units; and and (ce) Except in the case of a Transfer involuntarily by operation of law, if required by the Directors, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Directors Members reasonably deem deems necessary or appropriate to effect, and as a condition to, such Transfer, including amendments to the Certificate or any other instrument filed with the State of Minnesota or any other state or governmental authority.

Admission of Substituted Members. As to Permitted Transfers, a transferee of Units shall be admitted as a substitute substitutesubstituted Member provided that such transferee has complied with the following provisions: : (a) The transferee of Units shall, by written instrument in form and substance reasonably satisfactory to the Directors; (i) accept and adopt the terms and provisions of this Agreement, including this Section 9, and (ii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Units. The transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, (y) in the case of a Transfer to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; (b) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Units; and (c) Except in the case of a Transfer involuntarily by operation of law, if required by the Directors, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Directors reasonably deem necessary or appropriate to effect, and as a condition to, such Transfer.

Admission of Substituted Members. As Subject to Permitted Transfersthe other provisions of this Article 11, a transferee of Units Shares or Rights shall be admitted to the Fund as a substitute Substituted Member provided that such transferee has complied with upon satisfaction of the following provisions: conditions of this Section 11.4: (a) The Shares or Rights with respect to which the transferee is being admitted shall be acquired by means of a Transfer that meets the requirements of Section 11.1; (b) The transferee of Units Shares or Rights shall, by written instrument in form and substance reasonably satisfactory to the Directors; Manager (and, in the case of clause (ii) below, the transferor Member), (i) accept and adopt the terms and provisions of this Agreement, including this Section 911, and (ii) assume the obligations of the transferor Member under this Agreement with respect to the transferred UnitsShares and associated Rights. The transferor Member shall be released from all such assumed obligations except (xiii) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, (yiv) in the case of a Transfer to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (zv) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; ; (bc) The transferee pays or reimburses the Company Fund for all reasonable legal, filing, and publication costs that incurred by the Company incurs Fund in connection with the admission of the transferee as becoming a Member with respect to the Transferred UnitsSubstituted Member; and and (cd) Except in the case of a Transfer involuntarily by operation of law, if required by the Directors, the The transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company Fund evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Directors Manager reasonably deem deems necessary or appropriate to effect, and as a condition to, such Transfer, including amendments to the Articles, or any other instrument filed with the State of Georgia or any other state or governmental authority.

Admission of Substituted Members. As Subject to Permitted Transfersthe other provisions of this Article 10, a transferee of Units shall may be admitted to the Company as a substitute substituted Member provided that such transferee has complied with only upon satisfaction of the following provisions: conditions set forth in this Section 10.07: (a) The Units with respect to which the transferee is being admitted was acquired by means of a Transfer made in accordance with all applicable terms and provisions of this Agreement; (b) The transferee of Units (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the Directors; Board of Managers (and, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to each nontransferring Member equivalent to those set forth in Article 8, (ii) accept and adopt the terms and provisions of this Agreement, including this Section 9Article 10, and (iiiii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Units. The transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, and (y) in the case of a Transfer to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and . (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; (bc) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication other costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred transferred Units; and and (cd) Except in the case of a Transfer involuntarily by operation of law, if required by the DirectorsBoard of Managers, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Directors Board of Managers reasonably deem deems necessary or appropriate to effect, and as a condition to, such Transfer, including amendments to the Certificate or any other instrument filed with the State of Delaware or any other state or governmental authority.

Admission of Substituted Members. As to Permitted Transfers, a A transferee of Units shall (whether as a result of a Permitted Transfer or otherwise) may be admitted as a substitute Member provided that such transferee has complied with only upon satisfaction of each of the following provisions: conditions: (a) The transferee acquired its Units by means of a Permitted Transfer; (b) The transferee meets all requirements of membership established in or pursuant to this Agreement (including Section 2.2 and 6.2(a) hereof), and such admission is approved by the Board which approval may be given or withheld in the sole and absolute discretion of the Board; (c) The transferee of Units (other than, with respect to clauses (i) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the Directors; Members (and, in the case of clause (ii) below, the transferor Member), (i) accept and adopt the terms and provisions of this Agreement, including this Section 910, and (ii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Units. The transferor Member shall be released from all such assumed obligations except . (x) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, (y) in the case of a Transfer to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; (bd) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Units; and and (ce) Except in the case of a Transfer involuntarily by operation of law, if required by the Directors, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Directors Members reasonably deem deems necessary or appropriate to effect, and as a condition to, such Transfer.or

Admission of Substituted Members. As Subject to Permitted Transfersthe other provisions of this Section 10, a transferee of Units shall Interests may be admitted to the Company as a substitute substituted Member provided that such transferee has complied with only upon satisfaction of the following provisions: conditions set forth in this Section 10.12: (a) The Interests with respect to which the transferee is being admitted was acquired by means of a Transfer made in accordance with all applicable terms and provisions of this Agreement; (b) The transferee of Units Interests (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the Directors; Board of Managers (and, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to each nontransferring Member equivalent to those set forth in Section 8, (ii) accept and adopt the terms and provisions of this Agreement, including this Section 910, and (iiiii) assume the obligations of the transferor Member under this Agreement with respect to the transferred UnitsInterests. The transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, and (y) in the case of a Transfer to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and . (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; (bc) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication other costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Unitstransferred Interests; and and (cd) Except in the case of a Transfer involuntarily by operation of law, if required by the DirectorsBoard of Managers, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Directors Board of Managers reasonably deem deems necessary or appropriate to effect, and as a condition to, such Transfer, including amendments to the Certificate or any other instrument filed with the State of Delaware or any other state or governmental authority.

Admission of Substituted Members. As Subject to Permitted Transfersthe other provisions of this Section 9, a transferee of Units Shares may be admitted to the Company as a substituted Member only upon satisfaction of the conditions set forth in this Section 9.8. If a transferee of Shares satisfies the conditions set forth in this Section 9.8, such transferee shall be deemed admitted to the Company as a substitute Class A Member provided that such transferee has complied or Class B Member, as the case may be, where after the transferor shall be deemed withdrawn from the Company with respect to the following provisions: Shares Transferred: (a) The transferee of Units (other than, with respect to clauses (i) and (ii) below, a transferee in accordance with Section 9.6) shall, by written instrument in form and substance reasonably satisfactory to a majority of the Directors; Managers designated other than by the transferring Member or its Affiliates (the "Transfer Managers") (and, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to each of the nontransferring Members equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, including this Section 9, and (iiiii) assume the obligations of the transferor Member under this Operating Agreement with respect to the transferred UnitsShares. The transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities of the transferor Member arising out of a breach of this AgreementOperating Agreement and, (y) in the case of a Transfer transfer to any Person other than a Member or any of its AffiliatesMember, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreementtransfer; (b) The Unless the requirements of this Section 9.8 have been waived by the Transfer Managers, the transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Units; and (c) Except in the case of a Transfer involuntarily by operation of law, if required by the Directors, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Directors reasonably deem necessary or appropriate to effect, and as a condition to, such Transfer.45 _____________________________________________________________________________

Admission of Substituted Members. As Subject to Permitted Transfersthe other provisions of this Article X, a transferee of Units shall Interests may be admitted to the Company as a substitute Substituted Member provided that such transferee has complied with only upon satisfaction of the following provisions: conditions set forth below in this Section 10.8: (a) The transferee of Units shallA Majority in Interest other than the transferor Member consent to such admission, by written instrument in form and substance reasonably satisfactory to the Directors; (i) accept and adopt the terms and provisions conditions of this Agreementsuch admission, including this Section 9, which consent may be given or withheld in the sole and (ii) assume the obligations absolute discretion of the transferor Member under this Agreement Members (e.g., such consent may be withheld unreasonably); (b) The Interests with respect to which the transferred Units. The transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities of the transferor Member arising out transferee is being admitted were acquired by means of a breach of Permitted Transfer; (c) The transferee becomes a party to this AgreementAgreement as a Member and executes such documents and instruments as the Board may reasonably request, (y) as may be necessary or appropriate to confirm such transferee as a Member in the case of a Transfer Company and such transferee’s agreement to any Person other than a Member or any of its Affiliates, those obligations or liabilities of be bound by the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, terms and conditions hereof; (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; (bd) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Units; Interests; (e) The transferee of Interests (other than, with respect to clauses (i) and (cii) Except in the case of a Transfer involuntarily by operation of lawbelow, if required by the Directors, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver shall, by written instrument in form and substance reasonably satisfactory to the Board (and, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to each nontransferring Member equivalent to those set forth in Section 7.2, (ii) accept and adopt the terms and provisions of this Agreement, including this Article X, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interests. The transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, (y) those obligations or liabilities of the transferor Member based on events occurring, arising or existing prior to the date of Transfer, and (z) any Capital Contribution or other financing obligation (including any loan guarantees) of the transferor Member under this Agreement; and (f) If the transferee is not an individual of legal majority, the transferee provides the Company with evidence satisfactory to counsel for the Company of the authority of such Person the transferee to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Directors reasonably deem necessary or appropriate to effect, and as a condition to, such Transfer.

Admission of Substituted Members. As to Permitted Transfers, a A transferee of Units shall only be admitted as a substitute Member provided that of the Company if the Transfer is a Permitted Transfer and such transferee has complied complies with the following provisions: requirements of this Section 9.8: (a) The transferee of Units shall, by written instrument in form and substance reasonably satisfactory to the Directors; : (i) accept and adopt the terms and provisions of this Agreement, including this Section 9, and and (ii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Units. The transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, (y) in the case of a Transfer to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; ; (b) The transferee of Units pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Units; and and (c) Except in the case of a Transfer involuntarily by operation of law, if required by the Directors, the transferee of Units (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Directors reasonably deem necessary or appropriate to effect, and as a condition to, such Transfer.

Admission of Substituted Members. As If any Member transfers such Member’s Interest to Permitted Transfers, a transferee of Units in accordance with Section 6.01, then such transferee shall only be entitled to be admitted into the Company as a substitute Member provided that such transferee has complied with the following provisions: substituted member if (a) The transferee of Units shall, by written instrument this Agreement is amended to reflect such admission in form and substance reasonably satisfactory to accordance with the Directors; (i) accept and adopt the terms and provisions of this Agreementthe Delaware Act, including this Section 9, and (ii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Units. The transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, (y) in the case of a Transfer to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; (b) The transferee pays or reimburses the Company for all reasonable legal, filing, non-transferring Member approves the form and publication costs that the Company incurs in connection with the admission content of the transferee as a Member with respect instrument of transfer, such approval not to the Transferred Unitsbe unreasonably withheld or delayed; and (c) Except in the case of a Transfer involuntarily by operation of law, if required by transferor and transferee named therein execute and acknowledge such other instruments as the Directors, non-transferring Member may deem reasonably necessary to effectuate such admission; (d) the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member in writing accepts and to be bound by adopts all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Directors same may have been amended; and (e) the transferor or transferee pays, as the non-transferring Member may reasonably deem necessary determine, all reasonable costs and expenses incurred in connection with or appropriate to effectresulting from such admission, including, without limitation, legal fees and costs, and transfer fees and taxes. To the maximum 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 demand access to the Company books, or to vote on any of the matters as to which a condition toMember would be entitled to vote under this Agreement. Any such transferee shall only be entitled to share in such Net Profits and Net Losses, to receive such Transferdistributions, 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.

Admission of Substituted Members. As If any Member transfers such Member’s Interest to Permitted Transfers, a transferee of Units 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 substituted Member provided that such transferee has complied with the following provisions: (a) The transferee of Units shall, by written instrument in form and substance reasonably satisfactory to the Directors; if (i) accept the non-transferring Member approves such admission in writing and adopt the terms and provisions of this Agreement, including this Section 9, and Agreement is amended to reflect such admission; (ii) assume SMRH:479102057.10 34 the obligations non-transferring Member approves the form and content of the transferor Member under this Agreement with respect instrument of transfer, such approval not to the transferred Units. The transferor Member shall be released from all such assumed obligations except unreasonably withheld; (xiii) those obligations or liabilities of the transferor and transferee named therein execute and acknowledge such other instruments as the non-transferring Member arising out of a breach of this Agreement, (y) in the case of a Transfer may deem reasonably necessary to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreementeffectuate such admission; (biv) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Units; in writing accepts and (c) Except in the case of a Transfer involuntarily by operation of law, if required by the Directors, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by adopts all of the terms and conditions of this Agreement, as the same may have been amended; (v) the transferor pays, as the non-transferring Member may reasonably determine, all reasonable expenses incurred in connection with such admission, including, without limitation, legal fees and costs; and (vi) to the extent required the lender under any Financing has consented to such transfer. To the maximum extent permitted by applicable 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 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 transferred. A Member that transfers such Member’s Interest pursuant to Section 6.02 shall not cease to be a Member of the Company until the admission of the transferee and transferor as a substituted Member in accordance with this Agreement and, except as provided in the preceding sentence, shall each execute and deliver such other instruments as the Directors reasonably deem necessary or appropriate continue to effectbe entitled to exercise, and as a condition shall continue to be subject to, all of the other rights, duties and obligations of such TransferMember under this Agreement.

Admission of Substituted Members. As Subject to Permitted Transfersthe other provisions of this Section 10, a transferee of Units shall an Interest may be admitted to the Company as a substitute substituted Member provided that such transferee has complied with only upon satisfaction of the following provisionsconditions set forth in this Section 10.6: (a) The Members unanimously consent to such admission, which consent may be given or withheld in the sole and absolute discretion of the Members; (b) The Interest with respect to which the transferee is being admitted was acquired by means of a Permitted Transfer; (c) The transferee of Units an Interest (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the Directors; Manager (and, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to each nontransferring Member equivalent to those set forth in Section 7, (ii) accept and adopt the terms and provisions of this Agreement, including this Section 9I0, and (iiiii) assume the obligations of the transferor Member under this Agreement with respect to the transferred UnitsInterest. The transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities of the transferor Member arising out of a breach of this AgreementAgreement and, (y) in the case of a Transfer to any Person other than a Member or any of its AffiliatesMember, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; (bd) The Unless the requirements of this Section 10.6(d) have been waived by the Manager, the transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred UnitsInterest; and (ce) Except in the case of a Transfer involuntarily by operation of law, if If required by the DirectorsManager, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Directors Manager reasonably deem deems necessary or appropriate to effect, and as a condition to, such Transfer, including amendments to the Certificate or any other instrument filed with the State of Delaware or any other state or governmental authority.

Admission of Substituted Members. As to Permitted Transfers, a transferee of Units shall be admitted as a substitute Member provided that such transferee has complied with the following provisions: : (a) The transferee of Units shall, by written instrument in form and substance reasonably satisfactory to the Directors; (i) accept and adopt the terms and provisions of this Agreement, including this Section 9, and (ii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Units. The transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, (y) in the case of a Transfer to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; (b) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Units; and (c) Except in the case of a Transfer involuntarily by operation of law, if required by the Directors, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Directors reasonably deem necessary or appropriate to effect, and as a condition to, such Transfer.

Admission of Substituted Members. As to Permitted Transfers, a A transferee of Units shall (whether as a result of a Permitted Transfer or otherwise) may be admitted as a substitute Member provided that such transferee has complied with only upon satisfaction of each of the following provisions: conditions: (a) The transferee acquired its Units by means of a Permitted Transfer; (b) The transferee meets all requirements of membership established in or pursuant to this Agreement (including Section 2.2 and 6.2(a) hereof), and such admission is approved by the Board which approval may be given or withheld in the sole and absolute discretion of the Board; (c) The transferee of Units (other than, with respect to clauses (i) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the Directors; Members (and, in the case of clause (ii) below, the transferor Member), (i) accept and adopt the terms and provisions of this Agreement, including this Section 910, and (ii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Units. The transferor Member shall be released from all such assumed obligations except . (x) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, (y) in the case of a Transfer to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; (bd) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Units; and and (ce) Except in the case of a Transfer involuntarily by operation of law, if required by the Directors, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Directors Members reasonably deem deems necessary or Redfield Energy, LLC Second Amended and Restated Operating Agreement appropriate to effect, and as a condition to, such Transfer, including amendments to the Certificate or any other instrument filed with the State of South Dakota or any other state or governmental authority.

Admission of Substituted Members. As to Permitted Transfers, a transferee of Units shall be admitted as a substitute Member provided that such transferee has complied with the following provisions: the (a) The transferee of Units shall, by written instrument in form and substance reasonably satisfactory to the Directors; (i) accept and adopt the terms and provisions of this Agreement, including this Section 9, and (ii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Units. The transferor Member shall be released from all such assumed obligations except (xA) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, (yB) in the case of a Transfer to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (zC) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; (b) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Units; and (c) Except in the case of a Transfer involuntarily by operation of law, if required by the Directors, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Directors reasonably deem necessary or appropriate to effect, and as a condition to, such Transfer.

Admission of Substituted Members. As If any Member transfers such Member’s Interest to Permitted Transfers, a transferee of Units 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 substituted Member provided that such transferee has complied with the following provisions: (a) The transferee of Units shall, by written instrument in form and substance reasonably satisfactory to the Directors; if (i) accept the Members approve such admission in writing and adopt the terms and provisions of this Agreement, including this Section 9, and Agreement is amended to reflect such admission; (ii) assume the obligations non- transferring Member approves the form and content of the transferor Member under this Agreement with respect to the transferred Units. The transferor Member shall be released from all such assumed obligations except instrument of transfer; (xiii) those obligations or liabilities of the transferor and transferee named therein execute and acknowledge such other instruments as the non-transferring Member arising out of a breach of this Agreement, (y) in the case of a Transfer may deem reasonably necessary to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreementeffectuate such admission; (biv) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Units; in writing accepts and (c) Except in the case of a Transfer involuntarily by operation of law, if required by the Directors, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by adopts all of the terms and conditions of this Agreement, as the same may have been amended; (v) the transferor pays, as the non-transferring Member may reasonably determine, all reasonable expenses incurred in connection with such admission, including, without limitation, legal fees and costs; and (vi) to the extent required the lender under the Mortgage Loan or any refinance has consented to such transfer. To the maximum extent permitted by applicable 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 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 transferred. A Member that transfers such Member’s Interest pursuant to Section 6.02 shall not cease to be a Member of the Company until the admission of the transferee and transferor as a substituted Member in accordance with this Agreement and, except as provided in the preceding sentence, shall each execute and deliver such other instruments as the Directors reasonably deem necessary or appropriate continue to effectbe entitled to exercise, and as a condition shall continue to be subject to, all of the other rights, duties and obligations of such TransferMember under this Agreement.

Admission of Substituted Members. As If any Member transfers such Member’s Interest to Permitted Transfers, a transferee of Units 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 substituted Member provided that such transferee has complied with the following provisions: (a) The transferee of Units shall, by written instrument in form and substance reasonably satisfactory to the Directors; if (i) accept the Members approve such admission in writing and adopt the terms and provisions of this Agreement, including this Section 9, and Agreement is amended to reflect such admission; (ii) assume the obligations non-transferring Member approves the form and content of the transferor Member under this Agreement with respect to the transferred Units. The transferor Member shall be released from all such assumed obligations except instrument of transfer; (xiii) those obligations or liabilities of the transferor and transferee named therein execute and acknowledge such other instruments as the non-transferring Member arising out of a breach of this Agreement, (y) in the case of a Transfer may reasonably deem necessary to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreementeffectuate such admission; (biv) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Units; accepts and (c) Except adopts in the case of a Transfer involuntarily by operation of law, if required by the Directors, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by writing all of the terms and conditions of this Agreement, as the same may have been amended; (v) the transferor pays all reasonable expenses (as the non-transferring Member may reasonably determine) incurred in connection with such admission, including, without limitation, legal fees and costs; and (vi) to the extent required the lender under the Loan or any Refinance has consented to such transfer. To the maximum extent permitted by applicable law, any transferee of an Interest who does not become a substituted Member shall have no right to require any information regarding or accounting for 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 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 transferred. A Member that transfers such Member’s Interest pursuant to Section 6.02 shall not cease to be a Member of the Company until the admission of the transferee and transferor as a substituted Member in accordance with this Agreement and, except as provided in the preceding sentence, shall each execute and deliver such other instruments as the Directors reasonably deem necessary or appropriate continue to effectbe entitled to exercise, and as a condition shall continue to be subject to, all of the other rights, duties and obligations of such TransferMember under this Agreement.

Admission of Substituted Members. As to Permitted Transfers, a transferee of Units shall be admitted as a substitute Member provided that such transferee has complied with the following provisions: (a) The the transferee of Units shall, by written instrument in form and substance reasonably satisfactory to the Directors; (i) accept and adopt the terms and provisions of this Agreement, including this Section 9, and (ii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Units. The transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, (y) in the case of a Transfer to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; (b) The the transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Units; and (c) Except except in the case of a Transfer involuntarily by operation of law, if required by the Directors, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Directors reasonably deem necessary or appropriate to effect, and as a condition to, such Transfer.. The transferor Member shall be released from all obligations assumed by the transferee except (x) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, (y) in the case of a Transfer to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement;

Admission of Substituted Members. As Subject to Permitted Transfersthe other provisions of this Section 8, a transferee Transferee of Units shall Interests may be admitted to the Company as a substitute substituted Member provided that such transferee has complied with only upon satisfaction of the following provisions: conditions set forth in this Section 8.5 (each in the reasonable determination of Company Counsel): (a) The transferee Interests with respect to which the Transferee is being admitted were acquired by means of Units a Permitted Transfer; (b) The Transferee of Interests (other than, with respect to clauses (i) and (ii) below, a Transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to Company Counsel (and, in the Directors; case of clause (ii) below, the Transferor Member), (i) accept and adopt the terms and provisions of this Agreement, including this Section 9, Agreement and (ii) assume the obligations of the transferor Transferor Member under this Agreement with respect to the transferred UnitsTransferred Interests. The transferor Transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities of the transferor Transferor Member prior to transfer arising out of a breach of this Agreement, Agreement by the Transferor Member and (y) in the case of a Transfer to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Transferor Member under this Agreement; ; (bc) The transferee Transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee Transferee as a Member with respect to the Transferred UnitsInterests; and and (cd) Except in the case of a Transfer involuntarily by operation of law, if required by the DirectorsBoard, the transferee Transferee (other than a transferee Transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee Transferee and transferor Transferor shall each execute and deliver such other instruments as the Directors reasonably deem Company Counsel deems necessary or appropriate to effect, and as a condition to, such Transfer, amendments to the Certificate or any other instrument filed with the State of Delaware or any other state or governmental authority.

Admission of Substituted Members. As Subject to Permitted Transfersthe other provisions of this Section 11, a transferee of Units shall a Membership Interest may be admitted to the Company as a substitute substituted Member provided that such transferee has complied with only upon satisfaction of the following provisions: conditions set forth in this Section 11.7: (a) The Membership Interest with respect to which the transferee is being admitted was acquired by means of a Permitted Transfer and such Transfer is not otherwise prohibited by this Agreement; (b) The transferee of Units the Membership Interest (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the Directors; Board of Managers (and, in the case of clause (iii) and (iv) below, the transferor Member), (i) make representations and warranties to each non-transferring Member equivalent to those set forth in Section 8, (ii) accept and adopt the terms and provisions of this Agreement, including this Section 911, (iii) accept the provisions of the Related Agreements and any other transaction contemplated by or referenced in Section 1.10(c), (iiiv) assume the obligations of the transferor Member under this Agreement with respect to the transferred UnitsMembership Interest and (v) accept, adopt and become a party to the Covenant Not to Compete. The transferor Member shall be released from all such assumed obligations except (xA) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, (yB) in the case of a Transfer of a Membership Interest to any Person other than a Member or any of its Wholly Owned Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of such Transfer, and (zC) in the case of a Transfer of a Membership Interest to any of its Wholly Owned Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; ; (bc) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Unitstransferred Membership Interest; and and (cd) Except in the case of a Transfer of a Membership Interest involuntarily by operation of law, if required by the DirectorsBoard of Managers, the transferee (other than a transferee that was a Member immediately prior to the such Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Directors Board of Managers reasonably deem deems necessary or appropriate to effect, and as a condition to, such Transfer, including amendments to the Certificate or any other instrument filed with the State of Delaware or any other state or governmental authority.

Admission of Substituted Members. As In addition to Permitted Transfersthe other provisions of this Article VII (other than with respect to a sale of all the Units in the Company), a transferee of Units shall may be admitted to the Company as a substitute substituted Member provided that such transferee has complied with only upon satisfaction of all of the following provisions: conditions set forth in this Section 7.9: (a) The Units with respect to which the transferee is being admitted were acquired by means of a Transfer permitted by this Article VII and, in the case of a transferee acquiring Units pursuant to an Involuntary Transfer, the Remaining Members have approved the transferee as a new Member; (b) The transferee of Units (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the Directors; Board (and, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties customary for transactions of a similar type to each nontransferring Member, (ii) accept and adopt the terms and provisions of this Agreement, including this Section 9Article VII, and (iiiii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Units. The transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, and (y) in the case of a Transfer to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and . (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; (bc) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication other costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred transferred Units; and and (cd) Except in the case of a an involuntary Transfer involuntarily by operation of law, if required by the Directors, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Directors Board reasonably deem deems necessary or appropriate to effect, and as a condition to, such Transfer, including amendments to the Certificate of Formation of the Company or any other instrument filed with the State of Delaware or any other state or governmental authority. In the event that one or more of the foregoing conditions is not met but a transferee nonetheless acquires Shares in the Company, such transferee shall have only the rights of an unadmitted assignee as described in Section 7.8.

Admission of Substituted Members. As Subject to Permitted Transfersthe other provisions of this Article 12, a transferee of Units shall may be admitted to the Company as a substitute substituted Member provided that such transferee has complied with only upon satisfaction of the following provisions: conditions set forth in this Section 12.7: (a) A majority of the Members consent to such admission, which consent may be given or withheld in the sole and absolute discretion of the Members; (b) The Units with respect to which the transferee is being admitted were acquired by means of a Permitted Transfer; (c) The transferee of Units (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the Directors; Management Board (and, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to each nontransferring Member equivalent to those set forth in Article 9, (ii) accept and adopt the terms and provisions of this Agreement, including this Section 9Article 12, and (iiiii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Units. The transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, (y) in the case of a Transfer to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; ; (bd) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Units; and and (ce) Except in the case of a Transfer involuntarily by operation of law, if required by the DirectorsManagement Board, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Directors Management Board reasonably deem deems necessary or appropriate to effect, and as a condition to, such Transfer, including amendments to the Certificate or any other instrument filed with the State of Delaware or any other state or governmental authority.

Admission of Substituted Members. As to Permitted Transfers, a transferee of Units shall be admitted as a substitute substituted Member provided that such transferee has complied with the following provisions: : (a) The transferee of Units shall, by written instrument in form and substance reasonably satisfactory to the Directors; (i) accept and adopt the terms and provisions of this Agreement, including this Section 9, and (ii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Units. The transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, (y) in the case of a Transfer to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; (b) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Units; and (c) Except in the case of a Transfer involuntarily by operation of law, if required by the Directors, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Directors reasonably deem necessary or appropriate to effect, and as a condition to, such Transfer.

Admission of Substituted Members. As Subject to Permitted Transfersthe other provisions of this Article 12, a transferee of Units shall may be admitted to the Company as a substitute substituted Member provided that such transferee has complied with only upon satisfaction of each of the following provisions: conditions set forth in this Section 12.2: (a) The transferee of Units shallBoard consents to such admission, which consent may be given or withheld in the Board’s sole and absolute discretion; provided, that such consent shall be deemed to be given by written instrument in form and substance reasonably satisfactory to the Directors; Board (i) accept and adopt the terms and provisions of this Agreement, including this Section 9, and (ii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Units. The transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, (y) in the case of a any Transfer by Platinum to an Affiliate, (ii) upon prior written approval of the Board, or (ii) with respect to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, Transfer that satisfies (b) and (zc) in the case of a Transfer to any of its Affiliatesand, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; if applicable, (d) below. (b) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member Unit with respect to which the Transferred Units; and transferee is being admitted was acquired by means of a Permitted Transfer. (c) The transferee of the Unit shall, by written instrument, agree to take and accept such Unit subject to all of the restrictions, terms and conditions contained in this Agreement, the same as if it were a signatory party hereto, and the Certificate. The Company will not be required to recognize any permitted assignment of a Unit until the instrument conveying such Unit and assuming all obligations under this Agreement and the Certificate has been delivered to the Board and is satisfactory to the Board in its reasonable discretion. (d) Except in the case of a Transfer involuntarily or by operation of law, if required by the DirectorsBoard, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Directors Board reasonably deem deems necessary or appropriate to effecteffect such Transfer, including amendments to the Certificate or any other instrument filed with the State of Texas or any other state or governmental authority. (e) Notwithstanding anything to the contrary in Sections 12.1 and 12.2 hereof, the pledge of Units by Black Elk Energy, LLC pursuant to the Platinum Credit Agreement and any further Transfer as a condition to, such Transferresult thereof shall not require the execution of any additional documents or instruments of conveyance and the admission of PPVA Black Elk (Cayman) Ltd. (or its designated affiliate) as a Member upon operation of the terms of the Platinum Credit Agreement is hereby approved.

Admission of Substituted Members. ‌ As to Permitted Transfers, a transferee of Units shall be admitted as a substitute Member provided that such transferee has complied with the following provisions: : (a) The transferee of Units (other than, with respect to clause (i) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the Directors; Directors (and, in the case of clause (ii) below, the transferor Member), (i) accept and adopt the terms and provisions of this Agreement, including this Section 910, and (ii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Units. The transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, (y) in the case of a Transfer to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; ; (b) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Units; and and (c) Except in the case of a Transfer involuntarily by operation of law, if required by the Directors, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Directors reasonably deem necessary or appropriate to effect, and as a condition to, such Transfer, including amendments to the Articles or any other instrument filed with the State of Wisconsin or any other state or governmental authority.

Admission of Substituted Members. As Subject to Permitted Transfersthe other provisions of this Article 11, a transferee of Units Shares or Rights shall be admitted to the Fund as a substitute Substituted Member provided that such transferee has complied with upon satisfaction of the following provisions: conditions of this Section 11.4: (a) The Shares or Rights with respect to which the transferee is being admitted shall be acquired by means of a Transfer that meets the requirements of Section 11.1; (b) The transferee of Units Shares or Rights shall, by written instrument in form and substance reasonably satisfactory to the Directors; Manager (and, in the case of clause (ii) below, the transferor Member), (i) accept and adopt the terms and provisions of this Agreement, including this Section 911, and (ii) assume the obligations of the transferor Member under this Agreement with respect to the transferred UnitsShares and associated Rights. The transferor Member shall be released from all such assumed obligations except (xiii) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, (yiv) in the case of a Transfer to any Person other than a Member or any of its Affiliates, those obligations or B-27 liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (zv) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; ; (bc) The transferee pays or reimburses the Company Fund for all reasonable legal, filing, and publication costs that incurred by the Company incurs Fund in connection with the admission of the transferee as becoming a Member with respect to the Transferred UnitsSubstituted Member; and and (cd) Except in the case of a Transfer involuntarily by operation of law, if required by the Directors, the The transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company Fund evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Directors Manager reasonably deem deems necessary or appropriate to effect, and as a condition to, such Transfer, including amendments to the Articles, or any other instrument filed with the State of Georgia or any other state or governmental authority.

Admission of Substituted Members. As Subject to Permitted Transfersthe other provisions of this Article 11, a transferee of Units shall a Membership Interest may be admitted to the Company as a substitute substituted Member provided that such transferee has complied with only upon satisfaction of the following provisions: conditions set forth in this Section 11.8: (a) The Membership Interest with respect to which the transferee is being admitted was acquired by means of a Permitted Transfer; (b) The transferee of Units the Membership Interest (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the Directors; Board of Managers (and, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to each nontransferring Member equivalent to those set forth in Article 8, (ii) accept and adopt the terms and provisions of this Agreement, including this Section 9Article 11, and (iiiii) assume the obligations of the transferor Member under this Agreement with respect to the transferred UnitsMembership Interest. The transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, (y) in the case of a Transfer to any Person other than a Member or any of its Wholly Owned Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising arising, or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Wholly Owned Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; ; (bc) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred UnitsMembership Interest; and and (cd) Except in the case of a Transfer involuntarily by operation of law, if If required by the DirectorsBoard of Managers, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Directors Board of Managers reasonably deem deems necessary or appropriate to effect, and as a condition to, such Transfer, including amendments to the Certificate or any other instrument filed with the State of Delaware or any other state or governmental authority.

Admission of Substituted Members. As Subject to Permitted TransfersSection 11.8, a transferee Transferee of Units shall (whether as a result of a Permitted Transfer or otherwise) may be admitted as a substitute Member provided that such transferee has complied with (“Substituted Member”) only upon satisfaction of each of the following provisions: conditions, unless any such condition is waived by the Company: (ai) The transferee Transferee acquired its Units by means of a Permitted Transfer; (ii) The Transferee meets all requirements of membership established in or pursuant to this Agreement and such admission is approved by the Company which approval may be given or withheld in the sole and absolute discretion of the Company; (iii) The Transferee of Units (other than, with respect to clause (x) below, a Transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory acceptable to the Directors; Company (iand, in the case of clause (y) below, the Transferor Member), (x) accept and adopt the terms and provisions of this AgreementAgreement in all respects, including this Section 9Article XI, and (iiy) assume the any obligations of the transferor Transferor Member under this Agreement with respect to the transferred Units. The transferor Member shall be released from all such assumed obligations except . (x) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, (y) in the case of a Transfer to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; (biv) The transferee Transferee or Transferor pays or reimburses the Company for all reasonable legal, filing, and publication other costs that the Company incurs in connection with the admission of the transferee Transferee as a Member with respect to the Transferred Units; and and (cv) Except in the case of a Transfer involuntarily by operation of law, if required by the Directors, the transferee Transferee (other than a transferee Transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee Transferee and transferor Transferor shall each execute and deliver such other instruments as the Directors Company reasonably deem deems necessary or appropriate to effect, and as a condition to, such Transfer, including amendments to the Certificate or any other instrument filed with the State of Delaware or any other state or governmental authority.

Admission of Substituted Members. As Subject to Permitted Transfersthe other provisions of this Section 9, a transferee of Units Shares may be admitted to the Company as a substituted Member only upon satisfaction of the conditions set forth in this Section 9.8. If a transferee of Shares satisfies the conditions set forth in this Section 9.8, such transferee shall be deemed admitted to the Company as a substitute Class A Member provided that such transferee has complied or Class B Member, as the case may be, where after the transferor shall be deemed withdrawn from the Company with respect to the following provisions: Shares Transferred: (a) The transferee of Units (other than, with respect to clauses (i) and (ii) below, a transferee in accordance with Section 9.6) shall, by written instrument in form and substance reasonably satisfactory to a majority of the Directors; Managers designated other than by the transferring Member or its Affiliates (the "Transfer Managers") (and, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to each of the nontransferring Members equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, including this Section 9, and (iiiii) assume the obligations of the transferor Member under this Operating Agreement with respect to the transferred UnitsShares. The transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities of the transferor Member arising out of a breach of this AgreementOperating Agreement and, (y) in the case of a Transfer transfer to any Person other than a Member or any of its AffiliatesMember, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreementtransfer; (b) The Unless the requirements of this Section 9.8 have been waived by the Transfer Managers, the transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Unitstransferred Shares; and (c) Except in the case of a Transfer involuntarily by operation of law, if If required by the DirectorsTransfer Managers, the transferee (other than a transferee that was a Member prior to the Transfertransfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Directors Transfer Managers reasonably deem necessary or appropriate to effect, and as a condition to, such Transfertransfer, including amendments to the Certificate or any other instrument filed with the State of Delaware or any other state or governmental authority.

Admission of Substituted Members. As Subject to Permitted Transfersthe other provisions of this Section 10, a transferee of Units shall may be admitted to the Joint Sales Company as a substitute substituted Member provided that such transferee has complied with only upon satisfaction of the following provisions: conditions set forth in this Section 10.8: (a) The Units with respect to which the transferee is being admitted were acquired by means of a Permitted Transfer; (b) The transferee of Units (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the Directors; Board of Directors (and, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 7, (ii) accept and adopt the terms and provisions of this Agreement, including this Section 910, and (iiiii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Units. The transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, (y) in the case of a Transfer to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, * CONFIDENTIAL TREATMENT REQUESTED 42 arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; ; (bc) The transferee pays or reimburses the Joint Sales Company for all reasonable legal, filing, accounting and publication costs that the Joint Sales Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Units; and and (cd) Except in the case of a Transfer involuntarily by operation of law, if required by the Board of Directors, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Joint Sales Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Board of Directors reasonably deem deems necessary or appropriate to effect, and as a condition to, such Transfer, including amendments to the Certificate or any other instrument filed with the State of Delaware or any other state or governmental authority.

Admission of Substituted Members. As In addition to Permitted Transfersthe other provisions of this Article XIII, a transferee of Units shall Member Interests may be admitted to the Company as a substitute substituted Member provided that such transferee has complied with only upon satisfaction of all of the following provisions: conditions set forth in this Section 13.5: (a) The Member Interests with respect to which the transferee is being admitted were acquired by means of a Transfer permitted by this Article XIII; (b) The transferee of Units Member Interests (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the Directors; Board (and, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties customary for transactions of a similar type to each nontransferring Member, (ii) accept and adopt the terms and provisions of this Agreement, including this Section 9Article XIII, and (iiiii) assume the obligations of the transferor Member under this Agreement with respect to the transferred UnitsMember Interests. The transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, and (y) in the case of a Transfer to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and ; (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; (ba) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication other costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Unitstransferred Member Interests; and and (cb) Except in the case of a Transfer involuntarily by operation of law, if required by the Directors, the The transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Directors Board reasonably deem deems necessary or appropriate to effect, and as a condition to, such Transfer, including amendments to the Certificate of Formation of the Company or any other instrument filed with the State of Delaware or any other state or Governmental Authority. In the event that one or more of the foregoing conditions is not met but a transferee nonetheless acquires Member Interests in the Company, such transferee shall have only the rights of an unadmitted assignee as described in Section 13.4.

Admission of Substituted Members. As to Permitted Transfers, a transferee of Units shall be admitted as a substitute Member provided that such transferee has complied with the following provisions: (a) The transferee of Units shall, by written instrument in form and substance reasonably satisfactory to the Directors; ; (i) accept and adopt the terms and provisions of this Agreement, including this Section 9, and (ii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Units. The transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, (y) in the case of a Transfer to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; (b) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Units; and (c) Except in the case of a Transfer involuntarily by operation of law, if required by the Directors, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Directors reasonably deem necessary or appropriate to effect, and as a condition to, such Transfer.

Admission of Substituted Members. As to Permitted Transfers, a A transferee of Units shall (whether as a result of a Permitted Transfer or otherwise) may be admitted as a substitute Member provided that such transferee has complied with only upon satisfaction of each of the following provisions: conditions: (a) The transferee acquired its Units by means of a Permitted Transfer; (b) The transferee meets all requirements of membership established in or pursuant to this Agreement (including Section 6.2(a) hereof), and such admission is approved by the Board which approval may be given or withheld in the sole and absolute discretion of the Board; (c) The transferee of Units (other than, with respect to clauses (i) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the Directors; Members (and, in the case of clause (ii) below, the transferor Member), (i) accept and adopt the terms and provisions of this Agreement, including this Section 910, and (ii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Units. The transferor Member shall be released from all such assumed obligations except . (x) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, (y) in the case of a Transfer to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; (bd) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Units; and and (ce) Except in the case of a Transfer involuntarily by operation of law, if required by the Directors, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Directors Members reasonably deem deems necessary or appropriate to effect, and as a condition to, such Transfer, including amendments to the Certificate or any other instrument filed with the State of Wisconsin or any other state or governmental authority.

Admission of Substituted Members. As to Permitted Transfers, a transferee of Units shall be admitted as a substitute Member provided that such transferee has complied with the following provisions: : (a) The transferee of Units (other than, with respect to clauses (i) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the Directors; Directors (and, in the case of clause (ii) below, the transferor Member), (i) accept and adopt the terms and provisions of this Agreement, including this Section 910, and (ii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Units. The transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, (y) in the case of a Transfer to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; ; (b) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Units; and and (c) Except in the case of a Transfer involuntarily by operation of law, if required by the Directors, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Directors reasonably deem necessary or appropriate to effect, and as a condition to, such Transfer, including amendments to the Articles or any other instrument filed with the State of Wisconsin or any other state or governmental authority.

Admission of Substituted Members. As If any Member transfers such Member’s Interest to Permitted Transfers, a transferee of Units 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 substituted Member provided that such transferee has complied with the following provisions: (a) The transferee of Units shall, by written instrument in form and substance reasonably satisfactory to the Directors; if (i) accept the Members approve such admission in writing and adopt the terms and provisions of this Agreement, including this Section 9, and Agreement is amended to reflect such admission; (ii) assume the obligations non-transferring Member approves the form and content of the transferor Member under this Agreement with respect to the transferred Units. The transferor Member shall be released from all such assumed obligations except instrument of transfer; (xiii) those obligations or liabilities of the transferor and transferee named therein execute and acknowledge such other instruments as the non-transferring Member arising out of a breach of this Agreement, (y) in the case of a Transfer may reasonably deem necessary to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreementeffectuate such admission; (biv) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Units; accepts and (c) Except adopts in the case of a Transfer involuntarily by operation of law, if required by the Directors, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by writing all of the terms and conditions of this Agreement, as the same may have been amended; (v) the transferor pays all reasonable expense (as the non-transferring Member may reasonably determine) incurred in connection with such admission, including, without limitation, legal fees and costs; and (vi) to the extent required the lender under the Loan or any Refinance has consented to such transfer. To the maximum extent permitted by applicable law, any transferee of an Interest who does not become a substituted Member shall have no right to require any information regarding or accounting for 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 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 transferred. A Member that transfers such Member’s Interest pursuant to Section 6.02 shall not cease to be a Member of the Company until the admission of the transferee and transferor as a substituted Member in accordance with this Agreement and, except as provided in the preceding sentence, shall each execute and deliver such other instruments as the Directors reasonably deem necessary or appropriate continue to effectbe entitled to exercise, and as a condition shall continue to be subject to, all of the other rights, duties and obligations of such TransferMember under this Agreement.

Admission of Substituted Members. As Subject to Permitted Transfersthe other provisions of this Paragraph 16, a transferee of Units shall an Interest may be admitted to the Company as a substitute substituted Member provided that such transferee has complied with only upon satisfaction of the following provisions: conditions set forth in this Paragraph 16.7, unless waived in writing by the appropriate party: (a) The written consent of LJC, LLC, which consent may be given or withheld in the sole and absolute discretion of LJC, LLC; (b) The Interest with respect to which the transferee is being admitted was acquired by means of a Permitted Transfer; (c) The transferee of Units the Interest (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to legal counsel to the Directors; Company (and, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to each nontransferring Member equivalent to those set forth in Paragraph 6.7, (ii) accept and adopt the terms and provisions of this Agreement, including this Section 9Paragraph 16, and (iiiii) assume the obligations of the transferor Member under this Agreement with respect to the transferred UnitsInterest. The transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, (y) in the case of a Transfer to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; ; (bd) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred UnitsInterest; and and (ce) Except in the case of a Transfer involuntarily by operation of lawLaw, if required by legal counsel to the DirectorsCompany, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as legal counsel to the Directors Company reasonably deem deems necessary or appropriate to effect, and as a condition to, such Transfer.

Admission of Substituted Members. As In addition to Permitted Transfersthe other provisions of this Article VI (other than with respect to a sale of all the Units in the Company), a transferee of Units shall may be admitted to the Company as a substitute substituted Member provided that such transferee has complied with only upon satisfaction of all of the following provisions: conditions set forth in this Section 6.7: (a) The Units with respect to which the transferee is being admitted were acquired by means of a Transfer permitted by this Article VI; (b) The transferee of Units (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the Directors; Board (and, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties customary for transactions of a similar type to each nontransferring Member, (ii) accept and adopt the terms and provisions of this Agreement, including this Section 9Article VI, and (iiiii) assume the obligations of the transferor Member under this Agreement with respect to the transferred UnitsUnits to the extent such obligations are based solely on events occurring, arising or maturing after the date of admission as a substituted Member (and excluding obligations and liabilities of the transferor Member described in clauses (x) and (y) in the immediately following sentence). The transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, and (y) in the case of a Transfer to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and . (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; (bc) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication other costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred transferred Units; and and (cd) Except in the case of a Transfer involuntarily by operation of law, if required by the Directors, the The transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Directors Board reasonably deem deems necessary or appropriate to effect, and as a condition to, such Transfer, including amendments to the Certificate of Formation of the Company or any other instrument filed with the State of Delaware or any other state or governmental authority. (e) If requested by the Board or a non-transferring Member, the transferor Member shall provide an opinion of a nationally recognized tax counsel or other tax expert reasonably acceptable to the other Members that such Transfer would not result in the Company’s termination within the meaning of Section 708 of the Code unless the transferee has indemnified the other Members against any adverse tax effects that result from such termination. (f) Such Transfer will not cause the Company to be classified as an entity other than a partnership (or cause the Company to be treated as a publicly traded partnership taxable as a corporation) for purposes of the Code. (g) In the case of a Transfer resulting from a Collateral Disposition of any or all of a Member’s Units or Membership Interests, the remaining Members have (i) approved the transferee as a new Member (such approval not to be unreasonably withheld or delayed), or (ii) the transferee is a Qualified Transferee. (h) In the event that one or more of the foregoing conditions is not met but a transferee nonetheless acquires Membership Interests in the Company, such transferee shall have only the rights of an unadmitted assignee as described in Section 6.6.