Common use of Right of Assignee to Become a Substitute Member Clause in Contracts

Right of Assignee to Become a Substitute Member. If the provisions of Section 10.3 have been complied with, such Transfer shall, nevertheless, not entitle the assignee to become a Member or to be entitled to exercise or receive any of the rights, powers or benefits of a Member other than the right to receive distributions to which the assigning Member would be entitled, unless (i) the assigning Member designates, in a written instrument delivered to the Directors, its assignee to become a Substitute Member, and (ii) the transferee has executed and acknowledged such instruments, in form and substance reasonably satisfactory to the Directors, as the Directors reasonably deem necessary or desirable in their sole discretion to effectuate such admission and to confirm the agreement of such transferee to be bound by all the terms and provisions of this Agreement with respect to any rights and/or obligations represented by the Class A Membership Interests or Class B Membership Interests acquired by such transferee. The admission of any transferee of a Member as a Substitute Member shall not require the approval of any Member, provided that the transferor and transferee have complied, to the Directors' reasonable satisfaction, with the provisions of Section 10.3 and this Section 10.4. If a Member assigns all of its Class A Membership Interests or Class B Membership Interests and the assignee of such Class A Membership Interests or Class B Membership Interests is entitled to become a Substitute Member pursuant to this Section 10.4, such assignee shall be admitted to the Company effective immediately prior to the effective date of the assignment, and, immediately following such admission, the assigning Member shall cease to be a member of the Company.

Right of Assignee to Become a Substitute Member. If the provisions of Section 10.3 10.04 have been complied with, such Transfer transfer or assignment shall, nevertheless, not entitle the assignee to become a Member or to be entitled to exercise or receive any of the rights, powers or benefits of a Member other than the right to receive distributions to which the assigning Member would be entitled, unless (i) the assigning Member designates, in a written instrument delivered to the DirectorsManaging Members, its assignee to become a Substitute Member, and (ii) the transferee has executed and acknowledged such instruments, in form and substance reasonably satisfactory to the DirectorsManaging Members, as the Directors Managing Members reasonably deem necessary or desirable in their sole discretion to effectuate such admission and to confirm the agreement of such transferee to be bound by all the terms and provisions of this Agreement with respect to any rights and/or obligations represented by the Class A Membership Interests Interests, \LLCAGR13.DOC - 29 - Common Units or Class B Membership Interests Preferred Units acquired by such transferee. The admission of any transferee of a Member as a Substitute Member shall not require the approval of any Member, Member provided that the transferor and transferee have complied, to the DirectorsManaging Members' reasonable satisfaction, with the provisions of Section 10.3 10.04 and this Section 10.410.05. If a Member assigns all of its Class A Membership Interests Interest, Common Units or Class B Membership Interests Preferred Units in the Company and the assignee of such Class A Membership Interests Interest, Common Units or Class B Membership Interests Preferred Units is entitled to become a Substitute Member pursuant to this Section 10.410.05, such assignee shall be admitted to the Company effective immediately prior to the effective date of the assignment, and, immediately following such admission, the assigning Member shall cease to be a member of the Company.

Right of Assignee to Become a Substitute Member. If the provisions of Section 10.3 10.04 have been complied with, such Transfer transfer or assignment shall, nevertheless, not entitle the assignee to become a Member or to be entitled to exercise or receive any of the rights, powers or benefits of a Member other than the right to receive distributions to which the assigning Member would be entitled, unless (i) the assigning Member designates, in a written instrument delivered to the DirectorsManaging Members, its assignee to become a Substitute Member, and (ii) the transferee has executed and acknowledged such instruments, in form and substance reasonably satisfactory to the DirectorsManaging Members, as the Directors Managing Members reasonably deem necessary or desirable in their sole discretion to effectuate such admission and to confirm the agreement of such transferee to be bound by all the terms and provisions of this Agreement with respect to any rights and/or obligations represented by the Class A Membership Interests Interests, Common Units or Class B Membership Interests Preferred Units acquired by such transferee. The admission of any transferee of a Member as a Substitute Member shall not require the approval of any Member, Member provided that the transferor and transferee have complied, to the DirectorsManaging Members' reasonable satisfaction, with the provisions of Section 10.3 10.04 and this Section 10.410.05. If a Member assigns all of its Class A Membership Interests Interest, Common Units or Class B Membership Interests Preferred Units in the Company and the assignee of such Class A Membership Interests Interest, Common Units or Class B Membership Interests Preferred Units is entitled to become a Substitute Member pursuant to this Section 10.410.05, such assignee shall be admitted to the Company effective immediately prior to the effective date of the assignment, and, immediately following such admission, the assigning Member shall cease to be a member of the Company.