Common use of ASSIGNMENTS/TRANSFERS Clause in Contracts

ASSIGNMENTS/TRANSFERS. (a) Except as otherwise provided in this Agreement, (i) no Member may sell, transfer, assign, hypothecate, pledge or otherwise dispose of or encumber (including the grant of an option with respect to any of the foregoing), directly or indirectly (“Transfer”), all or any part of its limited liability company interest in the Company or withdraw from the Company, and (ii) no Transfer of any direct or indirect interest in a Member shall be permitted, except (in the case of both clauses (i) and (ii)) with the prior written approval of the Managing Member, which approval may be granted or withheld by the Managing Member in its sole and absolute discretion. (b) To the fullest extent permitted by law, any Transfer not in compliance with the requirements of this Section 21 shall be void as against the Company and the other Members and shall be disregarded by all of the Members and the Company for all purposes of allocations and distributions hereunder. The Company shall be entitled to treat the record owner of a limited liability company interest in the Company as the absolute owner thereof for all purposes and shall incur no liability to any purported transferee or any other Person for distributions of money or other property in good faith made to the record owner of such limited liability company interest in the Company, unless and until all conditions of any Transfer shall have been fulfilled in accordance herewith to the satisfaction of the Company, subject to the prior written approval of the Managing Member which approval may be granted or withheld by the Managing Member in its sole and absolute discretion. (c) Unless a transferee is substituted as a Member in accordance with this Section 21(c), the transferee shall not be entitled to any of the rights of a Member hereunder with respect to the limited liability company interest in the Company transferred. A transferee of a limited liability company interest in the Company may be substituted as a Member and shall thereupon be entitled to the rights of a Member with respect to such limited liability company interest in the Company, only upon satisfaction of the following conditions: (i) the transferor shall have granted the transferee the right to be substituted as a Member in its place; (ii) the Managing Member has approved the Transfer in writing, which it may refuse to do for any reason or for no reason; (iii) the transferee shall have paid, or made arrangement satisfactory to the Managing Member to pay, to the Company all costs and expenses incurred by the Company in connection with such substitution, including any costs incurred in amending this Agreement, the certificate of formation, if necessary, or any other document filed with respect to the Company in any jurisdiction; (iv) the transferee shall have executed and delivered such instruments, in form and substance satisfactory to the Managing Member, as the Managing Member may deem to be necessary or desirable to effect such substitution and to confirm the agreement of the transferee to be bound by and subject to all of the terms and provisions of this Agreement and any other relevant agreements relating to the Company to which the Transferor and the Company or other Members are parties; (v) such Transfer shall not result in the termination of the Company or any of its Subsidiaries pursuant to Code Section 708; (vi) the Managing Member has received an opinion of the Company’s counsel that the proposed Transfer is permissible under all applicable federal or state securities laws and will not cause the Company to be classified other than as a partnership for federal income tax purposes or cause the Company to terminate for federal income tax purposes; and (vii) such assignment shall not result in a default or event of default under any of the Loan Documents or any other material instruments or agreements to which the Company or any of the Subsidiaries is a party or to which the Property is subject and the Company and the Managing Member shall have obtained all consents to such assignment required pursuant to the Loan Documents.

ASSIGNMENTS/TRANSFERS. Prior to a Fundamental Event, no Member shall assign in whole or in part its Membership Interest; provided that (i) the Opco Agent Member may assign all, and not less than all, of its Membership Interest to a successor designee which is acting as or appointed by the successor agent under the New Opco Credit Agreement; (ii) the Propco Agent Member may assign all, and not less than all, of its Membership Interest to a successor designee which is acting as or appointed by the successor agent under the New Propco Credit Agreement; and (iii) the Propco Member shall be permitted to pledge or hypothecate any or all of its Membership Interest to the Propco Agent Member or any other lender to the Propco Member or any agent acting on such lender’s behalf, and any Transfer of such Membership Interest pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder. Upon the exercise of remedies in connection with such pledge or hypothecation, (a) Except such lender (or agent) or Transferee of such lender (or agent), as otherwise provided the case may be, shall become a Member under this Agreement and shall succeed to all of the rights, including the right to participate in the management of the business of the Company, and shall be bound by all of the obligations of a Member under this Agreement without taking any further action on the part of such lender (or agent) or transferee, as the case may be, and (b) without complying with any other procedures set forth in this Agreement, (i) no Member may selland following such exercise of remedies, transfer, assign, hypothecate, pledge or otherwise dispose of or encumber (including the grant of an option with respect to any of the foregoing), directly or indirectly (“Transfer”), all or any part of its limited liability company interest in the Company or withdraw from the Company, and (ii) no Transfer of any direct or indirect interest in a Propco Member shall cease to be permitted, except (in the case of both clauses (i) and (ii)) with the prior written approval of the Managing Member, which approval may be granted or withheld by the Managing Member in its sole and absolute discretion. (b) To the fullest extent permitted by law, any Transfer not in compliance with the requirements of this Section 21 shall be void as against the Company and the other Members and shall be disregarded by all of the Members and the Company for all purposes of allocations and distributions hereunder. The Company shall be entitled to treat the record owner of a limited liability company interest in the Company as the absolute owner thereof for all purposes and shall incur no liability to any purported transferee or any other Person for distributions of money or other property in good faith made to the record owner of such limited liability company interest in the Company, unless and until all conditions of any Transfer shall have been fulfilled in accordance herewith to the satisfaction of the Company, subject to the prior written approval of the Managing Member which approval may be granted or withheld by the Managing Member in its sole and absolute discretion. (c) Unless a transferee is substituted as a Member in accordance with this Section 21(c), the transferee shall not be entitled to any of the rights of a Member hereunder with respect to the limited liability company interest in the Company transferred. A transferee of a limited liability company interest in the Company may be substituted as a Member and shall thereupon be entitled have no further rights or obligations under this Agreement. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the rights foregoing provisions of this Section 19. This Section 19 may not be amended or modified so long as the Propco Member’s Membership Interest is subject to a Member with respect to such limited liability company interest in pledge or hypothecation without the Company, only upon satisfaction of the following conditions: pledgee’s (i) the transferor shall have granted or the transferee of such pledgee’s) prior written consent. In addition to the right foregoing, if either the New Propco Credit Agreement or the New Opco Credit Agreement is refinanced in full through a replacement or successor agreement, then such refinancing shall not constitute a Fundamental Event and such replacement or successor agreement shall be deemed to be substituted constitute the New Propco Credit Agreement or New Opco Credit Agreement, as a Member in its place; (ii) applicable, for purposes of this Agreement. Subject to the Managing Member has approved the Transfer in writingpreceding provisions of this Section 19 and subject to Section 21, which it may refuse to do for any reason or for no reason; (iii) the permitted transferee shall have paid, or made arrangement satisfactory to the Managing Member to pay, be admitted to the Company all costs and expenses incurred by the Company in connection with such substitution, including any costs incurred in amending this Agreement, the certificate upon its execution of formation, if necessary, or any other document filed with respect to the Company in any jurisdiction; (iv) the transferee shall have executed and delivered such instruments, in form and substance satisfactory to the Managing Member, as the Managing Member may deem to be necessary or desirable to effect such substitution and to confirm the an instrument signifying its agreement of the transferee to be bound by and subject to all of the terms and provisions conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. If a Member transfers all of its Membership Interest in the Company pursuant to this Section 19, such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to a Member by merger or consolidation or which otherwise succeeds to the assets and liabilities of a Member as a whole by way of an assignment of substantially all assets of the applicable Member shall, without further act, be a Member hereunder, and such merger or consolidation or succession by assignment of substantially all assets shall not constitute an assignment for purposes of this Agreement and any other relevant agreements relating to the Company to which the Transferor and the Company or other Members are parties; (v) such Transfer shall not result in the termination of the Company or any of its Subsidiaries pursuant to Code Section 708; (vi) the Managing Member has received an opinion of the Company’s counsel that the proposed Transfer is permissible under all applicable federal or state securities laws and will not cause the Company to be classified other than as a partnership for federal income tax purposes or cause the Company to terminate for federal income tax purposes; and (vii) such assignment shall not result in a default or event of default under any of the Loan Documents or any other material instruments or agreements to which the Company or any of the Subsidiaries is a party or to which the Property is subject and the Company and the Managing Member shall have obtained all consents to such assignment required pursuant to the Loan Documentscontinue without dissolution.

ASSIGNMENTS/TRANSFERS. (a) Except as otherwise provided in expressly permitted under this Agreement, (i) no Member may sell, transfer, assign, hypothecate, pledge transfer or otherwise dispose of its Membership Interest in whole or encumber in part. Notwithstanding any other provision of this Agreement (including any other portion of this Section 10.2), NEP US SellCo shall be permitted to assign its interest in the grant Company to NEP Acquisitions in accordance with the Purchase Agreement, NEP Acquisitions shall be permitted to assign its interest in the Company through a series of transfers to Blocker I and, upon such assignment, Blocker I shall be admitted as a Member and NEP US SellCo shall cease to be a Member. (b) Any assignment, transfer or disposition of an option interest in the Company otherwise permitted by this Agreement shall be permitted only so long as such assignment, transfer or disposition is in compliance with respect to any the transfer conditions and applicable federal and state and other securities laws and does not cause a dissolution of the foregoing)Company or otherwise impair the ability of the Company to be treated as a partnership under the federal income tax laws. (c) Subject to clauses (a) and (b) above, directly any Member may assign, transfer or indirectly otherwise dispose of (“Transfer”)for purposes of this Section 10.2 collectively, a "transfer") all or any part of its limited liability company interest in Membership Interest (collectively, "Permitted Transfers") (i) to an affiliate of the Company Member, any other Member or withdraw from the Company, such other Member’s affiliates and (ii) in connection with any collateral assignment, pledge, grant of security interest in, lien against or other encumbrance in or against any or all of a Member’s Membership Interest; provided that no Transfer of any direct or indirect interest in a Member such assignment shall be permitted, except (in the case of both clauses (i) and (ii)) with the prior written approval of the Managing Member, which approval may be granted or withheld by the Managing Member in its sole and absolute discretion. (b) To the fullest extent permitted by law, any Transfer not in compliance with the requirements effective for purposes of this Section 21 10.2(c) until the assignor shall be void as against have notified the Company and the other Members Member of such assignment, which notice shall include the name and shall be disregarded by all address of the Members and the Company for all purposes of allocations and distributions hereunder. The Company shall be entitled to treat the record owner assignee. (d) No transfer of a limited liability company Member's interest in the Company as the absolute owner thereof for all purposes and shall incur no liability to any purported transferee or any other Person for distributions of money or other property in good faith made to the record owner of such limited liability company interest in the Company, unless and until all conditions of any that is not a Permitted Transfer shall have been fulfilled in accordance herewith to be made without the satisfaction consent of the Companynon-transferring Member, subject such consent to the prior written approval of the Managing Member which approval may be granted given or withheld by the Managing Member in its such non-transferring Member's sole and absolute discretion. (ce) Unless a transferee is substituted as If a Member in accordance with this Section 21(c), the transferee shall not be entitled to transfers all or any part of the rights of a Member hereunder with respect to the limited liability company its interest in the Company transferred. A pursuant to this Section 10.2, the transferee shall, upon the execution by the transferee of a limited liability company interest in the Company may be substituted as a Member and shall thereupon be entitled to the rights of a Member with respect to such limited liability company interest in the Company, only upon satisfaction of the following conditions: (i) the transferor shall have granted the transferee the right to be substituted as a Member in an instrument signifying its place; (ii) the Managing Member has approved the Transfer in writing, which it may refuse to do for any reason or for no reason; (iii) the transferee shall have paid, or made arrangement satisfactory to the Managing Member to pay, to the Company all costs and expenses incurred by the Company in connection with such substitution, including any costs incurred in amending this Agreement, the certificate of formation, if necessary, or any other document filed with respect to the Company in any jurisdiction; (iv) the transferee shall have executed and delivered such instruments, in form and substance satisfactory to the Managing Member, as the Managing Member may deem to be necessary or desirable to effect such substitution and to confirm the agreement of the transferee to be bound by and subject to all of the terms and provisions conditions of this Agreement, be admitted to the Company as a Member. (f) A pledge of, grant of security interest in, lien against, or other encumbrance in or against any or all of a Member’s Membership Interest shall neither cause the Member to cease to be a Member nor to cease to have the power to exercise any rights or powers of a Member. (g) Notwithstanding anything in this Agreement to the contrary, any successor to a Member by merger or consolidation shall, without further act, be a Member hereunder, and such merger or consolidation shall not constitute a transfer for purposes of this Agreement and any other relevant agreements relating to the Company to which the Transferor and the Company or other Members are parties; (v) such Transfer shall not result in the termination of the Company or any of its Subsidiaries pursuant to Code Section 708; (vi) the Managing Member has received an opinion of the Company’s counsel that the proposed Transfer is permissible under all applicable federal or state securities laws and will not cause the Company to be classified other than as a partnership for federal income tax purposes or cause the Company to terminate for federal income tax purposes; and (vii) such assignment shall not result in a default or event of default under any of the Loan Documents or any other material instruments or agreements to which the Company or any of the Subsidiaries is a party or to which the Property is subject and the Company and the Managing Member shall have obtained all consents to such assignment required pursuant to the Loan Documentscontinue without dissolution.

ASSIGNMENTS/TRANSFERS. (a) Except as otherwise provided in this Agreement, (i) no Member may sell, transfer, assign, hypothecate, pledge or otherwise dispose of or encumber (including the grant of an option with respect to any of the foregoing), directly or indirectly (“Transfer”), all or any part of its limited liability company interest in the Company Membership Interest or withdraw from the Company, and (ii) no Transfer of any direct or indirect interest in a Member shall be permitted, except (in the case of both clauses (i) and (ii)) with the prior written approval Approval of the Managing Member, which approval Approval may be granted or withheld by the Managing Member in its sole and absolute discretion. (b) To the fullest extent permitted by law, any Any Transfer not in compliance with the requirements of this Section 21 19 shall be void ab initio as against the Company and the other Members and shall be disregarded by all of the Members and the Company for all purposes of allocations and distributions hereunder. The Company shall be entitled to treat the record owner of a limited liability company interest in the Company Membership Interest as the absolute owner thereof for all purposes and shall incur no liability to any purported transferee or any other Person for distributions of money or other property in good faith made to the record owner of such limited liability company interest in the CompanyMembership Interest, unless and until all conditions of any Transfer shall have been fulfilled in accordance herewith to the satisfaction of the Company, subject to the prior written approval Approval of the Managing Member which approval Approval may be granted or withheld by the Managing Member in its sole and absolute discretion. (c) Unless a transferee is substituted as a Member in accordance with this Section 21(c19(c), the transferee shall not be entitled to any of the rights of a Member hereunder with respect to the limited liability company interest in the Company Membership Interest transferred. A transferee of a limited liability company interest in the Company Membership Interest may be substituted as a Member and shall thereupon be entitled to the rights of a Member with respect to such limited liability company interest in the CompanyMembership Interest, only upon satisfaction of the following conditions, each of which may be waived by the Managing Member (except as to transfers of its own Membership Interest) in its sole discretion: (i) the transferor shall have granted the transferee the right to be substituted as a Member in its place; (ii) the Managing Member has approved Approved the Transfer in writing, which it may refuse to do for any reason or for no reason; (iii) the transferee shall have paid, or made arrangement satisfactory to the Managing Member to pay, to the Company all costs and expenses incurred by the Company in connection with such substitution, including any costs incurred in amending this Agreement, the certificate of formation, if necessary, or any other document filed with respect to the Company in any jurisdiction; (iv) the transferee shall have executed and delivered such instruments, in form and substance satisfactory to the Managing Member, as the Managing Member may deem to be necessary or desirable to effect such substitution and to confirm the agreement of the transferee to be bound by and subject to all of the terms and provisions of this Agreement and any other relevant agreements relating to the Company to which the Transferor transferor and the Company or other Members are parties; (v) such Transfer shall not result in the termination of the Company or any of its Subsidiaries pursuant to Code Section 708; (vi) the Managing Member has received an opinion of the Company’s counsel that the proposed Transfer is permissible under all applicable federal or state securities laws and will not cause the Company to be classified other than as a partnership for federal income tax purposes or cause the Company to terminate for federal income tax purposes; and (vii) such assignment shall not result in a default or event of default under any of the Loan Documents or any other material instruments or agreements to which the Company or any of the Subsidiaries is a party or to which the Property is subject and the Company and the Managing Member shall have obtained all consents to such assignment required pursuant to the Loan Documents.