Common use of Restriction on the Disposition of the Membership Interest Clause in Contracts

Restriction on the Disposition of the Membership Interest. (a) Subject to compliance with all applicable provisions of this Section 4.4, any Member may Dispose of all or any part of its Membership Interest. The Person to whom a transfer of a Membership Interest is made shall be an Assignee of such interest but shall not be a Substitute Member unless admitted as a Substitute Member in accordance with Section 4.4(b). (b) The Person to whom a Disposition is made as described in Section 4.4(a) shall have the right to become a Substitute Member only if (i) the Member making such Disposition grants the transferee the right to be a Substitute Member (which grant (subject to the following clause (ii)) is hereby permitted) and (ii) such admission as a Substitute Member is consented to by all of the Members and all members of the Board of Directors, which consent may not be unreasonably withheld. (c) The Company shall not recognize for any purpose any purported Disposition of all or part of the Member’s Membership Interest or any right or interest appertaining thereto unless and until the Company has received a document (i) executed by both the Member effecting the Disposition and the Person acquiring such Membership Interest or part thereof, (ii) including the notice address of any Person to be admitted to the Company as a Substitute Member and such Person’s agreement to be bound by this Agreement in respect of the Membership Interest or part thereof being obtained, (iii) setting forth the Membership Interest of the parties to the Disposition after the Disposition, (iv) containing a warranty and representation that the Disposition was made in accordance with this Agreement and all applicable laws and regulations, and (v) the applicable Rating Agencies confirm that the transfer will not result in a qualification, withdrawal or downgrade of any Securities ratings. Each Disposition and, if applicable, admission complying with the provisions of this Section 4.4 is effective as of the date of the document described in this Section 4.4(c), but only if the other requirements of this Section 4.4 have been met and any such admission shall be deemed to be simultaneous with the related Disposition.

Restriction on the Disposition of the Membership Interest. (a) Subject to compliance with all applicable provisions of this Section 4.4, any Member may Dispose of all or any part of its Membership Interest. The Person to whom a transfer of a Membership Interest such Disposition is made shall be an Assignee of such interest but shall not be a Substitute Member unless admitted as a Substitute Member in accordance with Section 4.4(b). (b) The Person to whom a Disposition is made as described in Section 4.4(a) shall have the right to become a Substitute Member only if (i) the Member making such Disposition grants the transferee the right to be a Substitute Member (which grant (subject to the following clause (ii)) is hereby permitted) and (ii) such admission as a Substitute Member is consented to by all of the Members and all members of the Board of DirectorsDirectors (as hereinafter defined), which consent may not be unreasonably withheld. (c) The Company shall not recognize for any purpose any purported Disposition of all or part of the Member’s 's Membership Interest or any right or interest appertaining thereto unless and until the Company has received a document (i) executed by both the Member effecting the Disposition and the Person acquiring such Membership Interest or part thereof, (ii) including the notice address of any Person to be admitted to the Company Company as a Substitute Member and such Person’s 's agreement to be bound by this Agreement in respect of the Membership Interest or part thereof being obtained, (iii) setting forth the Membership Interest of the parties to the Disposition after the Disposition, (iv) containing a warranty and representation that the Disposition was made in accordance with this Agreement and all applicable laws and regulations, and (v) delivering an acceptable nonconsolidation opinion to the holder of the Mortgage Loan and to the applicable Rating Agencies rating agencies concerning the Company, the Person acquiring such Membership and/or their respective owners, and (vi) the applicable rating agencies confirm that the transfer will not result in a qualification, withdrawal or downgrade of any Securities securities ratings. Each Disposition and, if applicable, admission complying with the provisions of this Section 4.4 is effective as of the date of the document described in this Section 4.4(c), but only if the other requirements of this Section 4.4 have been met and any such admission shall be deemed to be simultaneous with the related Dispositionmet.

Restriction on the Disposition of the Membership Interest. (a) Subject to compliance with all applicable provisions of this Section 4.4, any Member may Dispose of all or any part of its Membership Interest. The Person to whom a transfer of a Membership Interest such Disposition is made shall be an Assignee of such interest but shall not be a Substitute Member unless admitted as a Substitute Member in accordance with Section 4.4(b). (b) The Person to whom a Disposition is made as described in Section 4.4(a) shall have the right to become a Substitute Member only if (i) the Member making such Disposition grants the transferee the right to be a Substitute Member (which grant (subject to the following clause (ii)) is hereby permitted) and (ii) such admission as a Substitute Member is consented to by all of the Members and, until all Securitized Financings involving a SUBI and involving the Company or a Partnership are paid and satisfied in full, all members of the Board of DirectorsDirectors (as hereinafter defined), which consent may not be unreasonably withheld. (c) The Company shall not recognize for any purpose any purported Disposition of all or part of the Member’s 's Membership Interest or any right or interest appertaining thereto unless and until the Company has received a document (i) executed by both the Member effecting the Disposition and the Person acquiring such Membership Interest or part thereof, (ii) including the notice address of any Person to be admitted to the Company as a Substitute Member and such Person’s 's agreement to be bound by this Agreement in respect of the Membership Interest or part thereof being obtained, (iii) setting forth the Membership Interest of the parties to the Disposition after the Disposition, and (iv) containing a warranty and representation that the Disposition was made in accordance with this Agreement and all applicable laws and regulations, and (v) the applicable Rating Agencies confirm that the transfer will not result in a qualification, withdrawal or downgrade of any Securities ratings. Each Disposition and, if applicable, admission complying with the provisions of this Section 4.4 is effective as of the date of the document described in this Section 4.4(c), but only if the other requirements of this Section 4.4 have been met and any such admission shall be deemed to be simultaneous with the related Dispositionmet.

Restriction on the Disposition of the Membership Interest. (a) Subject to compliance with all applicable provisions of this Section 4.4, any Member may Dispose of all or any part of its Membership Interest. The Person to whom a transfer of a Membership Interest such Disposition is made shall be an Assignee of such interest but shall not be a Substitute Member unless admitted as a Substitute Member in accordance with Section 4.4(b). (b) The Person to whom a Disposition is made as described in Section 4.4(a) shall have the right to become a Substitute Member only if (i) the Member making such Disposition grants the transferee the right to be a Substitute Member (which grant (subject to the following clause (ii)) is hereby permitted) and (ii) such admission as a Substitute Member is consented to by all of the Members and all members of the Board of Directors, which consent may not be unreasonably withheldMembers. (c) The Company shall not recognize for any purpose any purported Disposition of all or part of the Member’s 's Membership Interest or any right or interest appertaining thereto unless and until the Company has received a document (i) executed by both the Member effecting the Disposition and the Person acquiring such Membership Interest or part thereof, (ii) including the notice address of any Person to be admitted to the Company as a Substitute Member and such Person’s 's agreement to be bound by this Agreement in respect of the Membership Interest or part thereof being obtained, (iii) setting forth the Membership Interest of the parties to the Disposition after the Disposition, and (iv) containing a warranty and representation that the Disposition was made in accordance with this Agreement and all applicable laws and regulations, and (v) the applicable Rating Agencies confirm that the transfer will not result in a qualification, withdrawal or downgrade of any Securities ratings. Each Disposition and, if applicable, admission complying with the provisions of this Section 4.4 is effective as of the date of the document described in this Section 4.4(c), but only if the other requirements of this Section 4.4 have been met and met. (d) Notwithstanding any such admission shall other provision of this Agreement, the Disposition of the Membership Interest, or any right, title or interest therein or thereto, will not be deemed permitted if the Membership Interest sought to be simultaneous with Disposed of, when added to the related Disposition.total of all other Membership Interests Disposed of within the period of twelve

Restriction on the Disposition of the Membership Interest. (a) Subject to compliance with all applicable provisions of this Section 4.4, any Member may Dispose of all or any part of its Membership Interest. The Person to whom a transfer of a Membership Interest such Disposition is made shall be an Assignee of such interest but shall not be a Substitute Member unless admitted as a Substitute Member in accordance with Section 4.4(b). (b) The Person to whom a Disposition is made as described in Section 4.4(a) shall have the right to become a Substitute Member only if (i) the Member making such Disposition grants the transferee the right to be a Substitute Member (which grant (subject to the following clause (ii)) is hereby permitted) and (ii) such admission as a Substitute Member is consented to by all of the Members and, until all Securitized Financings are paid and satisfied in full, all members of the Board of DirectorsDirectors (as hereinafter defined), which consent may not be unreasonably withheld. (c) The Company shall not recognize for any purpose any purported Disposition of all or part of the Member’s 's Membership Interest or any right or interest appertaining thereto unless and until the Company has received a document (i) executed by both the Member effecting the Disposition and the Person acquiring such Membership Interest or part thereof, (ii) including the notice address of any Person to be admitted to the Company as a Substitute Member and such Person’s 's agreement to be bound by this Agreement in respect of the Membership Interest or part thereof being obtained, (iii) setting forth the Membership Interest of the parties to the Disposition after the Disposition, and (iv) containing a warranty and representation that the Disposition was made in accordance with this Agreement and all applicable laws and regulations, and (v) the applicable Rating Agencies confirm that the transfer will not result in a qualification, withdrawal or downgrade of any Securities ratings. Each Disposition and, if applicable, admission complying with the provisions of this Section 4.4 is effective as of the date of the document described in this Section 4.4(c), but only if the other requirements of this Section 4.4 have been met and any such admission shall be deemed to be simultaneous with the related Dispositionmet.

Restriction on the Disposition of the Membership Interest. (a) Subject to compliance with all applicable provisions of this Section 4.4, any Member may Dispose of all or any part of its Membership Interest. The Person to whom a transfer of a Membership Interest such Disposition is made shall be an Assignee of such interest but shall not be a Substitute Member unless admitted as a Substitute Member in accordance with Section 4.4(b). (b) The Person to whom a Disposition is made as described in Section 4.4(a) shall have the right to become a Substitute Member only if (i) the Member making such Disposition grants the transferee the right to be a Substitute Member (which grant (subject to the following clause (ii)) is hereby permitted) and (ii) such admission as a Substitute Member is consented to by all of the Members and all members of the Board of Directors, which consent may not be unreasonably withheld. (c) The Company shall not recognize for any purpose any purported Disposition of all or part of the Member’s Membership Interest or any right or interest appertaining thereto unless and until the Company has received a document (i) executed by both the Member effecting the Disposition and the Person acquiring such Membership Interest or part thereof, (ii) including the notice address of any Person to be admitted to the Company as a Substitute Member and such Person’s agreement to be bound by this Agreement in respect of the Membership Interest or part thereof being obtained, (iii) setting forth the Membership Interest of the parties to the Disposition after the Disposition, (iv) containing a warranty and representation that the Disposition was made in accordance with this Agreement and all applicable laws and regulations, (v) delivering an acceptable nonconsolidation opinion to the holder of the Mortgage Loan and to the applicable rating agencies concerning the Company, the Person acquiring such Membership Interests and/or their respective owners, and (vvi) the applicable Rating Agencies confirm that the transfer will not result in a qualification, withdrawal or downgrade of any Securities ratings. Each Disposition and, if applicable, admission complying with the provisions of this Section 4.4 is effective as of the date of the document described in this Section 4.4(c), but only if the other requirements of this Section 4.4 have been met and any such admission shall be deemed to be simultaneous with the related Dispositionmet.

Restriction on the Disposition of the Membership Interest. (a) Subject to compliance with all applicable provisions of this Section 4.4, any Member may Dispose of all or any part of its Membership Interest. The Person to whom a transfer of a Membership Interest such Disposition is made shall be an Assignee of such interest but shall not be a Substitute Member unless admitted as a Substitute Member in accordance with Section 4.4(b). For purposes of the second sentence of this Section 4.4(c), the term Disposition does not include the mortgage, pledge or grant of a security interest in, all or any part of the Member's Membership Interest. (b) The Person to whom a Disposition is made as described in Section 4.4(a) shall have the right to become a Substitute Member only if (i) the Member making such Disposition grants the transferee the right to be a Substitute Member (which grant (subject to the following clause (ii)) is hereby permitted) and (ii) such admission as a Substitute Member is consented to by all of the Members and, until all Securitized Financings are paid and satisfied in full, all members of the Board of DirectorsDirectors (as hereinafter defined), which consent may not be unreasonably withheld. (c) The Company shall not recognize for any purpose any purported Disposition of all or part of the Member’s 's Membership Interest or any right or interest appertaining thereto unless and until the Company has received a document (i) executed by both the Member effecting the Disposition and the Person acquiring such Membership Interest or part thereof, (ii) including the notice address of any Person to be admitted to the Company as a Substitute Member and such Person’s 's agreement to be bound by this Agreement in respect of the Membership Interest or part thereof being obtained, (iii) setting forth the Membership Interest of the parties to the Disposition after the Disposition, and (iv) containing a warranty and representation that the Disposition was made in accordance with this Agreement and all applicable laws and regulations, and (v) the applicable Rating Agencies confirm that the transfer will not result in a qualification, withdrawal or downgrade of any Securities ratings. Each Disposition and, if applicable, admission complying with the provisions of this Section 4.4 is effective as of the date of the document described in this Section 4.4(c), but only if the other requirements of this Section 4.4 have been met and any such admission shall be deemed to be simultaneous with the related Dispositionmet.