Common use of Assignments; Additional Members Clause in Contracts

Assignments; Additional Members. (a) The Member may sell, assign or transfer in whole but not in part its Percentage Interest without the consent of the Board or any other Person. Upon the assignment by the Member of all of its limited liability company interest in the Company pursuant to this Section 7.3(a), the assignee will be admitted to the Company as a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission will be deemed effective immediately prior to the assignment and, immediately following such admission, the assignor Member will cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents and this Agreement will, without any further act, be the Member hereunder, and such merger or consolidation will not constitute an assignment for purposes of this Agreement and the Company will continue without dissolution. (b) Until all obligations of the Company pursuant to the Basic Documents have been satisfied, the Member may not resign, except as permitted under the Basic Documents. If the Member is permitted to resign pursuant to this Section 7.3(b), a new member of the Company shall be admitted to the Company pursuant to Section 7.3(c), upon its execution of an instrument signifying its agreement to be bound by this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission will be deemed effective immediately prior to the resignation and, immediately following such admission, the resigning Member will cease to be a member of the Company. RLF1 28406131v.1 (c) One or more additional Members of the Company may be admitted to the Company with the consent of the Member and subject to any restrictions in the Basic Documents.

Assignments; Additional Members. (a) The Member may sell, assign or transfer in whole but not in part its Percentage Interest without the consent of the Board or any other Person. Upon the assignment by the Member of all of its limited liability company interest in the Company pursuant to this Section 7.3(a), the assignee will be admitted to the Company as a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission will be deemed effective immediately prior to the assignment and, immediately following such admission, the assignor Member will cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents and this Agreement will, without any further act, be the Member hereunder, and such merger or consolidation will not constitute an assignment for purposes of this Agreement and the Company will continue without dissolution. (b) Until all obligations of the Company pursuant to the Basic Documents have been satisfied, the Member may not resign, except as permitted under the Basic Documents. If the Member is permitted to resign pursuant to this Section 7.3(b), a new member of the Company shall be admitted to the Company pursuant to Section 7.3(c), upon its execution of an instrument signifying its agreement to be bound by this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission will be deemed effective immediately prior to the resignation and, immediately following such admission, the resigning Member will cease to be a member of the Company. RLF1 28406131v.1. (c) One or more additional Members of the Company may be admitted to the Company with the consent of the Member and subject to any restrictions in the Basic Documents.

Assignments; Additional Members. (a) The No Member may sell, assign or transfer in whole but not or in part its Percentage Interest without the consent of the Board or any other PersonMember. Upon If the other Member so consents, then upon the assignment by the Member of all of its limited liability company interest in the Company pursuant to this Section 7.3(a)10.2, the assignee will be admitted to the Company as a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission will be deemed effective immediately prior to the assignment and, immediately following such admission, the assignor Member will cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the a Member by merger or consolidation in compliance with the Basic Documents and this Agreement will, without any further act, be the Member hereunder, and such merger or consolidation will not constitute an assignment for purposes of this Agreement and the Company will continue without dissolution. (b) Until all obligations of the Company pursuant to the Basic Documents have been satisfied, the Member may not resign, except as permitted under the Basic Documents. If the Member is permitted to resign pursuant to this Section 7.3(b), a new member of the Company shall be admitted to the Company pursuant to Section 7.3(c), upon its execution of an instrument signifying its agreement to be bound by this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission will be deemed effective immediately prior to the resignation and, immediately following such admission, the resigning Member will cease to be a member of the Company. RLF1 28406131v.1 (c) One or more additional Members members of the Company may be admitted to the Company with only upon the unanimous consent of the Member and subject to Members. (c) Notwithstanding the provisions of Section 10.2(a), no Transfer of the interest of a Member, or any restrictions portion thereof, shall be made if the Company is advised by counsel that such Transfer (i) may require registration under the Securities Act, (ii) may result in the Basic Documentsviolation of any applicable state securities laws, (iii) unless approved by the Board of Managers, may result in a termination of the Company under Section 708 of the Code, (iv) may result in the treatment of the Company as an association taxable as a corporation or as a "publicly-traded limited partnership" for federal, state or local tax purposes, (v) may require the Company to register as an "investment company" under applicable state or federal laws or to modify the particular exemption from such registration on which any such entity has elected to rely, or (vi) may violate or result in the breach of the provisions of any agreement between the Company and a third party or of then applicable rules and regulations of any governmental authority having jurisdiction over such Transfer. In connection with any such Transfer, the Transferring Member shall provide the Company with sufficient information to allow counsel for the Company to make a determination that the proposed Transfer will not result in any of the consequences referred to in clauses (i) to (vi) of the preceding sentence.

Assignments; Additional Members. (a) The Subject to Section 7.08, the Member may sell, assign or transfer in whole but not in part its Percentage Interest without the consent of the Board or any other Person. Upon the assignment by the Member of all of its limited liability company interest in the Company pursuant to this Section 7.3(a)subsection, the assignee will be admitted to the Company as a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission will be deemed effective immediately prior to the assignment and, immediately following such admission, the assignor Member will cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents and this Agreement will, without any further act, be the Member hereunder, and such merger or consolidation will not constitute an assignment for purposes of this Agreement and the Company will continue without dissolution. (b) Until all obligations of the Company pursuant to the Basic Documents have been satisfied, the Member may not resign, except as permitted under the Basic Documents. If the Member is permitted to resign pursuant to this Section 7.3(b)subsection, a new member of the Company shall may be admitted to the Company pursuant to Section 7.3(c)with the consent of the resigning Member, upon its execution of an instrument signifying its agreement to be bound by this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission will be deemed effective immediately prior to the resignation and, immediately following such admission, the resigning Member will cease to be a member of the Company. RLF1 28406131v.1. (c) One or more additional Members members of the Company may be admitted to the Company with the consent of the Member and subject to any restrictions in accordance with the terms of the Basic Documents. (d) Notwithstanding any other part of this Agreement, unless an election is made to treat the Company as an association taxable as a corporation for U.S. federal income tax purposes pursuant to Section 301.7701-3 of the Treasury Regulations, no Person may be admitted as a Member of the Company unless: (i) such Person either (A) is not (or, if it is disregarded as an entity separate from its owner within the meaning of Treasury Regulations Section 301.7701-3(a), its owner is not), for U.S. federal income tax purposes, a “Pass-Through Entity” or (B) is a Pass-Through Entity, but (1) after giving effect to such transaction less than 50% of the value of each beneficial ownership interest in such Pass-Through Entity is attributable to such entity’s interest in the Company or (2) adequate provisions are in place that restrict any transfer of beneficial interests in such Pass-Through Entity or the actions of such Pass-Through Entity in such a manner to prevent any increase in the number of beneficial owners of the Pass-Through Entity for purposes of Treasury Regulations Section 1.7704-1(h) without the consent of the Company (as confirmed by an Opinion of Counsel); (ii) such Person is not acquiring its interest in the Company through an “established securities market” within the meaning of Code Section 7704(b); and (iii) after giving effect to such acquisition, there are no more than 95 beneficial owners of the Company for purposes of Treasury Regulations Section 1.7704-1(h).

Assignments; Additional Members. (a) The Member may sell, assign or transfer in whole but not in part its Percentage Interest without the consent of the Board of Managers or any other Person; provided, however, that for so long as any Securities issued by any Trusts are outstanding, the Member shall not sell, assign or transfer its Percentage Interest unless the Rating Agency Condition is satisfied. Upon the assignment by the Member of all of its limited liability company interest in the Company pursuant to this Section 7.3(a8.3(a), the assignee will shall be admitted to the Company as a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission will shall be deemed effective immediately prior to the assignment and, immediately following such admission, the assignor Member will shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents and this Agreement willshall, without any further act, be the Member hereunder, and such merger or consolidation will shall not constitute an assignment for purposes of this Agreement and the Company will shall continue without dissolution. (b) Until all obligations of So long as any Securities issued by any Trusts or by the Company pursuant to the Basic Documents have been satisfiedare outstanding, the Member may not resign, except as permitted under the Basic DocumentsDocuments and if the Rating Agency Condition is satisfied. If the Member is permitted to resign pursuant to this Section 7.3(b8.3(b), a new an additional member of the Company shall be admitted to the Company pursuant to Section 7.3(c)with the consent of the resigning Member, upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission will shall be deemed effective immediately prior to the resignation and, immediately following such admission, the resigning Member will shall cease to be a member of the Company. RLF1 28406131v.1. (c) One or more additional Members members of the Company may be admitted to the Company with the written consent of the Member; provided, however, that, notwithstanding the foregoing, so long as any Securities issued by any Trusts are outstanding, no additional Member and subject may be admitted to any restrictions in the Basic DocumentsCompany unless the Rating Agency Condition is satisfied.

Assignments; Additional Members. (a) The No Member may sell, assign or transfer in whole but not or in part its Percentage Interest without the consent of the Board or any other PersonMember. Upon If the other Member so consents, then upon the assignment by the Member of all of its limited liability company interest in the Company pursuant to this Section 7.3(a)10.2, the assignee will be admitted to the Company as a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission will be deemed effective immediately prior to the assignment and, immediately following such admission, the assignor Member will cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the a Member by merger or consolidation in compliance with the Basic Documents and this Agreement will, without any further act, be the Member hereunder, and such merger or consolidation will not constitute an assignment for purposes of this Agreement Agree­ment and the Company will continue without dissolution. (b) Until all obligations of the Company pursuant to the Basic Documents have been satisfied, the Member may not resign, except as permitted under the Basic Documents. If the Member is permitted to resign pursuant to this Section 7.3(b), a new member of the Company shall be admitted to the Company pursuant to Section 7.3(c), upon its execution of an instrument signifying its agreement to be bound by this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission will be deemed effective immediately prior to the resignation and, immediately following such admission, the resigning Member will cease to be a member of the Company. RLF1 28406131v.1 (c) One or more additional Members members of the Company may be admitted to the Company with only upon the unanimous consent of the Member and subject to Members. (c) Notwithstanding the provisions of Section 10.2(a), no Transfer of the interest of a Member, or any restrictions portion thereof, shall be made if the Company is advised by counsel that such Transfer (i) may require registration under the Securities Act, (ii) may result in the Basic Documentsviolation of any applicable state securities laws, (iii) unless approved by the Board of Managers, may result in a termination of the Company under Section 708 of the Code, (iv) may result in the treatment of the Company as an association taxable as a corporation or as a “publicly-traded limited partnership” for federal, state or local tax purposes, (v) may require the Company to register as an “investment company” under applicable state or federal laws or to modify the particular exemption from such registration on which any such entity has elected to rely, or (vi) may violate or result in the breach of the provisions of any agreement between the Company and a third party or of then applicable rules and regulations of any governmental authority having jurisdiction over such Transfer. In connection with any such Transfer, the Transferring Member shall provide the Company with sufficient information to allow counsel for the Company to make a determination that the proposed Transfer will not result in any of the consequences referred to in clauses (i) to (vi) of the preceding sentence.

Assignments; Additional Members. (a) The No Member may sell, assign or transfer in whole but not or in part its Percentage Interest without the consent of the Board or any other PersonMember. Upon If the other Member so consents, then upon the assignment by the Member of all of its limited liability company interest in the Company pursuant to this Section 7.3(a)10.2, the assignee will be admitted to the Company as a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission will be deemed effective immediately prior to the assignment and, immediately following such admission, the assignor Member will cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the a Member by merger or consolidation in compliance with the Basic Documents and this Agreement will, without any further act, be the Member hereunder, and such merger or consolidation will not constitute an assignment for purposes of this Agreement Agree-ment and the Company will continue without dissolution. (b) Until all obligations of the Company pursuant to the Basic Documents have been satisfied, the Member may not resign, except as permitted under the Basic Documents. If the Member is permitted to resign pursuant to this Section 7.3(b), a new member of the Company shall be admitted to the Company pursuant to Section 7.3(c), upon its execution of an instrument signifying its agreement to be bound by this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission will be deemed effective immediately prior to the resignation and, immediately following such admission, the resigning Member will cease to be a member of the Company. RLF1 28406131v.1 (c) One or more additional Members members of the Company may be admitted to the Company with only upon the unanimous consent of the Member and subject to Members. (c) Notwithstanding the provisions of Section 10.2(a), no Transfer of the interest of a Member, or any restrictions portion thereof, shall be made if the Company is advised by counsel that such Transfer (i) may require registration under the Securities Act, (ii) may result in the Basic Documentsviolation of any applicable state securities laws, (iii) unless approved by the Board of Managers, may result in a termination of the Company under Section 708 of the Code, (iv) may result in the treatment of the Company as an association taxable as a corporation or as a “publicly-traded limited partnership” for federal, state or local tax purposes, (v) may require the Company to register as an “investment company” under applicable state or federal laws or to modify the particular exemption from such registration on which any such entity has elected to rely, or (vi) may violate or result in the breach of the provisions of any agreement between the Company and a third party or of then applicable rules and regulations of any governmental authority having jurisdiction over such Transfer. In connection with any such Transfer, the Transferring Member shall provide the Company with sufficient information to allow counsel for the Company to make a determination that the proposed Transfer will not result in any of the consequences referred to in clauses (i) to (vi) of the preceding sentence.

Assignments; Additional Members. (a) The No Member may sell, assign or transfer in whole but not or in part its Percentage Interest without the consent of the Board or any other PersonMember. Upon If the other Member so consents, then upon the assignment by the Member of all of its limited liability company interest in the Company pursuant to this Section 7.3(a)10.2, the assignee will be admitted to the Company as a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission will be deemed effective immediately prior to the assignment and, immediately following such admission, the assignor Member will cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the a Member by merger or consolidation in compliance with the Basic Documents and this Agreement will, without any further act, be the Member hereunder, and such merger or consolidation will not constitute an assignment for purposes of this Agreement and the Company will continue without dissolution. (b) Until all obligations of the Company pursuant to the Basic Documents have been satisfied, the Member may not resign, except as permitted under the Basic Documents. If the Member is permitted to resign pursuant to this Section 7.3(b), a new member of the Company shall be admitted to the Company pursuant to Section 7.3(c), upon its execution of an instrument signifying its agreement to be bound by this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission will be deemed effective immediately prior to the resignation and, immediately following such admission, the resigning Member will cease to be a member of the Company. RLF1 28406131v.1 (c) One or more additional Members members of the Company may be admitted to the Company with only upon the unanimous consent of the Member and subject to Members. (c) Notwithstanding the provisions of Section 10.2(a), no Transfer of the interest of a Member, or any restrictions portion thereof, shall be made if the Company is advised by counsel that such Transfer (i) may require registration under the Securities Act, (ii) may result in the Basic Documentsviolation of any applicable state securities laws, (iii) unless approved by the Board of Managers, may result in a termination of the Company under Section 708 of the Code, (iv) may result in the treatment of the Company as an association taxable as a corporation or as a “publicly-traded limited partnership” for federal, state or local tax purposes, (v) may require the Company to register as an “investment company” under applicable state or federal laws or to modify the particular exemption from such registration on which any such entity has elected to rely, or (vi) may violate or result in the breach of the provisions of any agreement between the Company and a third party or of then applicable rules and regulations of any governmental authority having jurisdiction over such Transfer. In connection with any such Transfer, the Transferring Member shall provide the Company with sufficient information to allow counsel for the Company to make a determination that the proposed Transfer will not result in any of the consequences referred to in clauses (i) to (vi) of the preceding sentence.

Assignments; Additional Members. (a) The Member may sell, assign or transfer in whole but not in part its Percentage Interest without the consent of the Board of Managers or any other Person; provided, however, that for so long as any Securities issued by any Trust are outstanding, the Member may not sell, assign or transfer its Percentage Interest unless the Rating Agency Condition is satisfied. Upon the assignment by the Member of all of its limited liability company interest in the Company pursuant to this Section 7.3(a8.3(a), the assignee will be admitted to the Company as a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission will be deemed effective immediately prior to the assignment and, immediately following such admission, the assignor Member will cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents and this Agreement will, without any further act, be the Member hereunder, and such merger or consolidation will not constitute an assignment for purposes of this Agreement and the Company will continue without dissolution. (b) Until all obligations of So long as any Securities issued by any Trust or by the Company pursuant to the Basic Documents have been satisfiedare outstanding, the Member may not resign, except as permitted under the Basic DocumentsDocuments and if the Rating Agency Condition is satisfied. If the Member is permitted to resign pursuant to this Section 7.3(b8.3(b), a new an additional member of the Company shall will be admitted to the Company pursuant to Section 7.3(c)with the consent of the resigning Member, upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission will be deemed effective immediately prior to the resignation and, immediately following such admission, the resigning Member will cease to be a member of the Company. RLF1 28406131v.1. (c) One or more additional Members members of the Company may be admitted to the Company with the written consent of the Member; provided, however, that, notwithstanding the foregoing, so long as any Securities issued by any Trusts are outstanding, no additional Member and subject may be admitted to any restrictions in the Basic DocumentsCompany unless the Rating Agency Condition is satisfied.

Assignments; Additional Members. (a) The Member may sell, assign or transfer in whole but not in part its Percentage Interest without the consent of the Board of Managers or any other Person; provided, however, that for so long as any Securities issued by any Trust are outstanding, the Member may not sell, assign or transfer its Percentage Interest unless the Rating Agency Condition is satisfied. Upon the assignment by the Member of all of its limited liability company interest in the Company pursuant to this Section 7.3(a8.3(a), the assignee will be admitted to the Company as a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a maybe counterpart signature page to this Agreement. Such admission will be deemed effective immediately prior to the assignment and, immediately following such admission, the assignor assign or Member will cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents and this Agreement will, without any further act, be the Member hereunder, and such merger or consolidation will not constitute an assignment for purposes of this Agreement and the Company will continue without dissolution. (b) Until all obligations of So long as any Securities issued by any Trust or by the Company pursuant to the Basic Documents have been satisfiedare outstanding, the Member may not resign, except as permitted under the Basic DocumentsDocuments and the Rating Agency Condition is satisfied. If the Member is permitted to resign pursuant to this Section 7.3(b8.3(b), a new an additional member of the Company shall will be admitted to the Company pursuant to Section 7.3(c)with the consent of the resigning Member, upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission will be deemed effective immediately prior to the resignation and, immediately following such admission, the resigning Member will win cease to be a member of the Company. RLF1 28406131v.1. (c) One or more additional Members members of the Company may be admitted to the Company with the written consent of the Member; provided, however, that, notwithstanding the foregoing, so long as any Securities issued by any Trusts are outstanding, no additional Member and subject may be admitted to any restrictions in the Basic DocumentsCompany unless the Rating Agency Condition is satisfied.

Assignments; Additional Members. (a) Subject to Section 8.8, The Member may sell, assign or transfer in whole but not in part its Percentage Interest with respect to any Series without the consent of the Board or any other Person. Upon the assignment by the Member of all of its limited liability company interest in the Company pursuant to this Section 7.3(a8.3(a), the assignee will be admitted to the Company as a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission will be deemed effective immediately prior to the assignment and, immediately following such admission, the assignor Member will cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents and this Agreement will, without any further act, be the Member hereunder, and such merger or consolidation will not constitute an assignment for purposes of this Agreement and the Company will continue without dissolution. (b) Until all obligations of the Company pursuant to the Basic Documents have been satisfied, the Member may not resign, except as permitted under the Basic Documents. If the Member is permitted to resign pursuant to this Section 7.3(b8.3(b), a new member of the Company shall will be admitted to the Company pursuant to Section 7.3(c)with the consent of the resigning Member, upon its execution of an instrument signifying its agreement to be bound by this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission will be deemed effective immediately prior to the resignation and, immediately following such admission, the resigning Member will cease to be a member of the Company. RLF1 28406131v.1. (c) One or more additional Members members of the Company may be admitted to the Company with the consent of the Member and subject to any restrictions in accordance with the terms of the Basic Documents. (d) Notwithstanding any other part of this Agreement, unless an election is made to treat the Company as an association taxable as a corporation for U.S. federal income tax purposes pursuant to Section 301.7701-3 of the Treasury Regulations, no Person may be admitted as a Member of the Company unless: (i) Such Person either (A) is not (or, if it is disregarded as an entity separate from its owner within the meaning of Treasury Regulations Section 301.7701-3(a), its owner is not), for U.S. federal income tax purposes, a partnership, grantor trust, or S Corporation (as defined in the Code)(any such entity, a “Pass-Through Entity”) or (B) is a Pass-Through Entity, but (x) after giving effect to such transaction less than 50 percent of the value of each beneficial ownership interest in such Pass-Through Entity is attributable to such entity’s interest in the Company or (y) adequate provisions are in place that restrict any transfer of beneficial interests in such Pass-Through Entity or the actions of such Pass-Through Entity in such a manner to prevent any increase in the number of beneficial owners of the Pass-Through Entity for purposes of Section 1.7704-1(h) of the Treasury Regulations without the consent of the Company (as confirmed by an Opinion of Counsel): (ii) such Person is not acquiring its interest in the Company through an “established securities market” within the meaning of section 7704(b) of the Code; and (iii) after giving effect to such acquisition, there are no more than 95 beneficial owners of the Company or any Titling Company for purposes of Section 1.7704-1(h) of the Treasury Regulations.

Assignments; Additional Members. (a) The Subject to Section 7.08, the Member may sell, assign or transfer in whole but not in part its Percentage Interest without the consent of the Board or any other Person. Upon the assignment by the Member of all of its limited liability company interest in the Company pursuant to this Section 7.3(a)subsection, the assignee will be admitted to the Company as a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission will be deemed effective immediately prior to the assignment and, immediately following such admission, the assignor Member will cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents and this Agreement will, without any further act, be the Member hereunder, and such merger or consolidation will not constitute an assignment for purposes of this Agreement and the Company will continue without dissolution. (b) Until all obligations of the Company pursuant to the Basic Documents have been satisfied, the Member may not resign, except as permitted under the Basic Documents. If the Member is permitted to resign pursuant to this Section 7.3(b)subsection, a new member of the Company shall may be admitted to the Company pursuant to Section 7.3(c)with the consent of the resigning Member, upon its execution of an instrument signifying its agreement to be bound by this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission will be deemed effective immediately prior to the resignation and, immediately following such admission, the resigning Member will cease to be a member of the Company. RLF1 28406131v.1. (c) One or more additional Members members of the Company may be admitted to the Company with the consent of the Member and subject to any restrictions in accordance with the terms of the Basic Documents. (d) Notwithstanding any other part of this Agreement, unless an election is made to treat the Company as an association taxable as a corporation for U.S. federal income tax purposes pursuant to Section 301.7701-3 of the Treasury Regulations, no Person may be admitted as a Member of the Company unless: (i) such Person either (A) is not (or, if it is disregarded as an entity separate from its owner within the meaning of Treasury Regulations Section 301.7701-3(a), its owner is not), for U.S. federal income tax purposes, a “Pass-Through Entity” or (B) is a Pass-Through Entity, but (1) after giving effect to such transaction less than 50% of the value of each beneficial ownership interest in such Pass-Through Entity is attributable to such entity’s interest in the Company or (2) adequate provisions are in place that restrict any transfer of beneficial interests in such Pass-Through Entity or the actions of such Pass-Through Entity in such a manner to prevent any increase in the number of beneficial owners of the Pass-Through Entity for purposes of Treasury Regulations Section 1.7704-1(h) without the consent of the Company (as confirmed by an Opinion of Counsel); (ii) such Person is not acquiring its interest in the Company through an “established securities market” within the meaning of Code Section 7704(b); and (iii) after giving effect to such acquisition, there are no more than 95 beneficial owners of the Company or the Titling Trust for purposes of Treasury Regulations Section 1.7704-1(h).

Assignments; Additional Members. (a) The Member may sell, assign or transfer in whole whole, but not in part part, its Percentage Interest without the consent of the Board of Managers or any other Person. Upon the assignment by the Member of all of its limited liability company interest in the Company pursuant to this Section 7.3(a8.3(a), the assignee will shall be admitted to the Company as a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission will shall be deemed effective immediately prior to the assignment and, immediately following such admission, the assignor Member will shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents and this Agreement willshall, without any further act, be the Member hereunder, and such merger or consolidation will shall not constitute an assignment for purposes of this Agreement and the Company will shall continue without dissolution. (b) Until all obligations of So long as any Securities issued by any Trusts or by the Company pursuant to the Basic Documents have been satisfiedare outstanding, the Member may not resign, except as permitted under the Basic Documents. If the Member is permitted to resign pursuant to this Section 7.3(b8.3(b), a new an additional member of the Company shall be admitted to the Company pursuant to Section 7.3(c)with the consent of the resigning Member, upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission will shall be deemed effective immediately prior to the resignation and, immediately following such admission, the resigning Member will shall cease to be a member of the Company. RLF1 28406131v.1. (c) One or more additional Members members of the Company may be admitted to the Company with the written consent of the Member and subject to any restrictions in the Basic DocumentsMember.

Assignments; Additional Members. (a) The Subject to Section 7.08, the Member may sell, assign or transfer in whole but not in part its Percentage Interest without the consent of the Board or any other Person. Upon the assignment by the Member Subject to Section 7.03(c), an assignee of all of its a limited liability company interest in the Company pursuant to this Section 7.3(a)subsection, the assignee will be admitted to the Company as a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such If the Member transfers all of its limited liability company interest in the Company pursuant to this Section 7.03, such admission will be deemed effective immediately prior to the assignment and, immediately following such admission, the assignor Member will cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents and this Agreement will, without any further act, be the Member hereunder, and such merger or consolidation will not constitute an assignment for purposes of this Agreement and the Company will continue without dissolution. (b) Until all obligations of the Company pursuant to the Basic Documents have been satisfied, the Member may not resign, except as permitted under the Basic Documents. If the Member is permitted to resign pursuant to this Section 7.3(b)subsection, a new member of the Company shall may be admitted to the Company pursuant to Section 7.3(c)with the consent of the resigning Member, upon its execution of an instrument signifying its agreement to be bound by this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission will be deemed effective immediately prior to the resignation and, immediately following such admission, the resigning Member will cease to be a member of the Company. RLF1 28406131v.1. (c) One or more additional Members of the Company may be admitted to the Company with the consent of the Member and subject to any restrictions in accordance with the terms of the Basic Documents. (d) Notwithstanding any other part of this Agreement, unless an election is made to treat the Company as an association taxable as a corporation for U.S. federal income tax purposes pursuant to Section 301.7701-3 of the Treasury Regulations, no Person may be admitted as a Member of the Company unless: (i) such Person either (A) is not (or, if it is disregarded as an entity separate from its owner within the meaning of Treasury Regulations Section 301.7701-3(a), its owner is not), for U.S. federal income tax purposes, a “Pass-Through Entity” or (B) is a Pass-Through Entity, but (1) after giving effect to such transaction less than 50% of the value of each beneficial ownership interest in such Pass-Through Entity is attributable to such entity’s interest in the Company or (2) adequate provisions are in place that restrict any transfer of beneficial interests in such Pass-Through Entity or the actions of such Pass-Through Entity in such a manner to prevent any increase in the number of beneficial owners of the Pass-Through Entity for purposes of Treasury Regulations Section 1.7704- 1(h) without the consent of the Company (as confirmed by an Opinion of Counsel); (ii) such Person is not acquiring its interest in the Company through an “established securities market” within the meaning of Code Section 7704(b); and (iii) after giving effect to such acquisition, there are no more than 95 beneficial owners of the Company for purposes of Treasury Regulations Section 1.7704-1(h).