Common use of Requirements for Admission Clause in Contracts

Requirements for Admission. No transferee of the whole or a portion of a Member's Interest shall have the right to become a Member unless and until all of the following conditions are satisfied: (i) A duly executed and acknowledged written instrument of transfer approved by the Manager(s) has been filed with the Company setting forth: (A) the intention of the transferee to be admitted as a Member; (B) the notice address of the transferee; and (C) the number of Units transferred by the Transferor to the transferee; (ii) The opinions of counsel described in Paragraph 5.03(e) above are delivered to the Manager(s); (iii) The Transferor and transferee execute and acknowledge, and cause such other Persons to execute and acknowledge, such other instruments and provide such other evidence as the Manager(s) may reasonably deem necessary or desirable to effect such admission, including without limitation: (A) the written acceptance and adoption by the transferee of the provisions of this Operating Agreement including a representation and warranty that the representations and warranties in Paragraph 5.02 are true and correct with respect to the transferee; (B) the transferee's completion of a purchaser qualification questionnaire which will enable counsel for the Company to determine whether such proposed substitution is consistent with the requirements of a private placement exemption from registration under the Securities Act of 1933 and relevant state law; and (C) the transferee's completion, if applicable, of an acknowledgement of the use of a purchaser representative, and such representative's completion of a purchaser representative questionnaire which will enable counsel for the Company to determine whether such proposed substitution is consistent with the requirements of a private placement exemption from registration under the Securities Act of 1933 and relevant state law; (iv) The admission is approved by a majority of the Manager(s) who are also Members ("Member-Manager(s)"); or, if there are no Member-Manager(s) (or the Transferor is the only Member-Manager), then the admission is approved by all of the remaining Members in the Company other than the Transferor; and (v) A transfer fee has been paid to the Company by the Transferor sufficient to cover all expenses in connection with the transfer and admission, including but not limited to attorney's fees for the legal opinions referred to in Paragraph 5.03(e) and Paragraph 5.03(g), subject to the Manager(s)' right to waive this fee in their sole discretion.

Requirements for Admission. No transferee of the whole or a portion of a Member's ’s Interest shall have the right to become a Member unless and until all of the following conditions are satisfied: (i1) A duly executed and acknowledged written instrument of transfer approved by the Manager(s) Remaining Members has been filed with the Company setting forth: forth (A) the intention of the transferee to be admitted as a Member; , (B) the notice address of the transferee; , and (C) the number of Units transferred by the Transferor to the transferee; (ii2) The opinions of counsel described in Paragraph 5.03(e§8.3(e) above are delivered to the Manager(s)Company and the Remaining Members, subject to the Managers’ right to waive the delivery of these opinions in their sole discretion; (iii3) The Transferor and the transferee execute and acknowledge, and cause such any necessary other Persons to execute and acknowledge, such other instruments and provide such other evidence as the Manager(s) Managers may reasonably deem necessary or desirable to effect such admission, including without limitation: limitation (A) the written acceptance and adoption by the transferee of the provisions of this Operating Agreement Agreement, including a representation and warranty that the representations and warranties in Paragraph 5.02 §8.2 above are true and correct with respect to the transferee; (B) the transferee's ’s completion of a purchaser qualification questionnaire which that will enable counsel for the Company to determine whether such proposed substitution is consistent with the requirements of a private placement exemption from registration under the Securities Act of 1933 and relevant state law; and (C) the transferee's ’s completion, if applicable, of an acknowledgement acknowledgment of the use of a purchaser representative, representative and such representative's ’s completion of a purchaser representative questionnaire which that will enable counsel for the Company to determine whether such proposed substitution is consistent with the requirements of a private placement exemption from registration under the Securities Act of 1933 and relevant state law; (iv4) The admission is approved by a majority the Managers, with the granting or denial of the Manager(s) who are also Members ("Member-Manager(s)"); or, if there are no Member-Manager(s) (or admission to be within the Transferor is the only Member-Manager), then the admission is approved by all sole and absolute discretion of the remaining Members in the Company other than the TransferorManagers; and (v5) A transfer fee has been paid to the Company by the Transferor sufficient to cover all expenses in connection with the transfer and admission, including but not limited to attorney's attorneys’ fees for the legal opinions referred to in Paragraph 5.03(e§§8.3(e) and Paragraph 5.03(g)8.3(g)(2) above, subject to the Manager(s)' Managers’ right to waive this fee the payment of these fees in their sole discretion.

Requirements for Admission. No transferee of the whole or Membership Interests, including a portion of a Member's Interest Related Party (as defined herein), shall have the right to become a Member unless and until the Transfer becomes effective in accordance with Section 5.2(b) and all of the following conditions are satisfied: (i) A duly executed and acknowledged written instrument of transfer approved by the Manager(s) Managers has been filed with the Company setting forth: forth (A) the intention of the transferee to be admitted as a Member; (B) the notice address of the transferee; and (C) the number of Units Membership Interests transferred by the Transferor transferor to the transferee; (ii) The opinions of counsel described in Paragraph 5.03(e) above are delivered to the Manager(s); (iii) The Transferor transferor and transferee execute and acknowledge, and cause such other Persons to execute and acknowledge, such other instruments and provide such other evidence as the Manager(s) Managers may reasonably deem necessary or desirable to effect such admission, including without limitation: (A) the written acceptance and adoption by the transferee of the provisions of this Operating Agreement Agreement, including a representation and warranty that the representations and warranties in Paragraph 5.02 Section 5.1 are true and correct with respect to the transferee; (B) the transferee's completion of a purchaser qualification questionnaire which will enable counsel for the Company to determine whether such proposed substitution is consistent with the requirements of a private placement exemption from registration under the Securities Act of 1933 and relevant state law; and (C) the transferee's completion, if applicable, of an acknowledgement acknowledgment of the use of a purchaser representative, and such representative's completion of a purchaser representative questionnaire which will enable counsel for the Company to determine whether such proposed substitution is consistent with the requirements of a private placement exemption from registration under the Securities Act of 1933 and relevant state law; (iviii) The admission is approved by a majority of the Manager(s) who are also Members ("Member-Manager(s)"); or, if there are no Member-Manager(s) (or Managers and the Transferor is the only Member-Manager), then the admission is approved by all of the remaining Members in the Company other than the TransferorMembers; and (viv) A transfer fee has been paid to the Company by the Transferor sufficient to cover all expenses in connection with the transfer and admission, including but not limited to attorney's fees for the legal opinions referred to in Paragraph 5.03(e) and Paragraph 5.03(g), subject to the Manager(s)Managers' right to waive this fee these fees in their its sole discretion.