Common use of Substituted Members Clause in Contracts

Substituted Members. (a) Any Member that assigns all of its Interests pursuant to an assignment or assignments permitted under this Agreement shall cease to be a Member of the Company except that unless and until a Substituted Member is admitted in its stead, the assigning Member shall not cease to be a Member of the Company under the Act and shall retain the rights and powers of a member under the Act and hereunder, provided that such assigning Member may, prior to the admission of a Substituted Member, assign its economic interest in its Interest, to the extent otherwise permitted under this Article 9. Any Person who is an assignee of any portion of the Interest of a Member pursuant to an assignment satisfying the requirements of this Article 9 shall become a Substituted Member only when (i) the Managing Member has entered such assignee as a Member on the books and records of the Company, which the Managing Member is hereby directed to do upon satisfaction of such requirements, and (ii) such assignee has paid all of the Company’s reasonable legal fees and filing costs in connection with the substitution as a member. Any assignee who acquires an interest in the Company by operation of law (but which acquisition is or would have been prohibited by this Article 9) shall not become a Substituted Member under any circumstance. (b) Any Person who is an assignee of any of the Interest of a Member pursuant to an assignment satisfying the requirements of this Article 9 but who does not become a Substituted Member (or pursuant to an assignment by operation of law, who shall not become a Substituted Member) and desires to make a further assignment of any such Interest, shall be subject to all the provisions of this Article 9 to the same extent and in the same manner as any Member desiring to make an assignment of its Interest.

Substituted Members. (a) Any Member that assigns Members who assign all of its their Interests pursuant to an assignment or assignments permitted under this Agreement shall cease to be a Member Members of the Company except that unless and until a Substituted Member is admitted in its stead, the assigning Member shall not cease to be a Member of the Company under the Act and shall retain the rights and powers of a member Member under the Act and hereunderpursuant to this Agreement, provided that such assigning Member may, prior to the admission of a Substituted Member, assign its economic interest in its Interest, to the extent otherwise permitted under this Article 9. Any Person who is an assignee of any portion of the Interest of a Member pursuant to an assignment satisfying and who has satisfied the requirements of this Article 9 Section 9.1 and Section 9.2 shall become a Substituted Member only when (i) the Managing Member has entered such assignee as a Member on the books and records of the Company, which the Managing Member is hereby directed to do upon satisfaction of such requirements, and (ii) such assignee has shall have paid all of the Company’s reasonable legal fees and filing costs in connection with the substitution as a member. Any assignee who acquires an interest in the Company by operation of law (but which acquisition is or would have been prohibited by this Article 9) shall not become a Substituted Member under any circumstanceMember. (b) Any Person who is an assignee of any of the Interest of a Member pursuant to an assignment satisfying the requirements of this Article 9 but who does not become a Substituted Member (or pursuant to an assignment by operation of law, who shall not become a Substituted Member) and desires to make a further assignment of any such Interest, shall be subject to all the provisions of this Article 9 to the same extent and in the same manner as any Member desiring to make an assignment of its Interest.

Substituted Members. Anything herein contained to the contrary notwithstanding and subject to Manufacturer’s approval: (a) Any Member that assigns all of its Interests pursuant to an assignment or assignments permitted under this Agreement shall cease to be a Member of the Company except that unless and until a Substituted Member is admitted in its stead, the assigning Member shall not cease to be a Member of the Company under the Act and shall retain the rights and powers of a member under the Act and hereunder, provided that such assigning Member may, prior to the admission of a Substituted Member, assign its economic No successor-in-interest in its Interest, to the extent otherwise permitted under this Article 9. Any Person who is an assignee of any portion of the Interest of a Member pursuant and no assignee or transferee of all or any part of a Member’s Interest in and to an assignment satisfying the requirements of this Article 9 Company, its capital, profits and losses, shall become be admitted to the Company as a Member (a “Substituted Member only when Member”) except upon: (i) obtaining approval by the Managing Member has entered such assignee as a Member on the books and records of the Company, which the Managing Member is hereby directed to do upon satisfaction of such requirements, and Board; (ii) submitting to the Board a duly executed and acknowledged counterpart of the instrument or instruments making such assignee has paid transfer, together with such other instrument or (including a counterpart of this Agreement as it then may have been amended) signifying such transferee’s agreement to be bound by all of the Company’s provisions of this Agreement (including the restrictions upon transfers of Interests herein and thereto), all of the foregoing in such form and substance as shall be reasonably satisfactory to the Board; and (iii) the Substituted Member bearing all reasonable legal fees costs and filing costs in connection with the substitution as a member. Any assignee who acquires an interest in expenses, incurred by the Company by operation of law (but which acquisition is or would have been prohibited by this Article 9) shall not become a Substituted Member under any circumstancein effecting such substitution. (b) Any Person who is an assignee of any Upon the transferee’s compliance with the foregoing provisions, the Board shall take all actions reasonably required to effectuate the recognition of the Interest effectiveness of a Member pursuant such transfer and the admission of such transferee to an assignment satisfying the requirements of this Article 9 but who does not become Company as a Substituted Member including, but not limited to, transferring such Interest in and to the Company, its capital, profits and losses upon the books thereof and executing, acknowledging and causing to be filed any necessary or desirable amendment to this Agreement. (or pursuant to an assignment by operation of law, who c) The Board shall not become a Substituted Member) and desires consent to make a further assignment the admission of any such Interest, shall assignee as a Substituted Member unless the Substituted Member agrees in writing to be subject to all bound by the provisions terms and conditions of this Article 9 to the same extent and Agreement and, if, in the same manner as reasonable opinion of the Board, such admission: (i) would jeopardize the tax status of the Company; (ii) would jeopardize the Company’s or its Subsidiary’s contractual obligations with the Manufacturer; or (iii) would violate, or cause the Company to violate, any Member desiring to make an assignment applicable law or governmental rule or regulation; or (iv) would be in breach of its Interestthis Agreement.

Substituted Members. A. No Member shall have the right to substitute a transferee (a) Any Member that assigns all of its Interests including any transferees pursuant to an assignment or assignments Transfers permitted under this Agreement shall cease to be by Section 11.3 hereof) as a Member in its place. The Managing Member shall, however, have the right to Consent to the admission of a transferee of the Company except that unless interest of a Member pursuant to this Section 11.4 as a Substituted Member, which Consent may be given or withheld by the Managing Member in its sole and until absolute discretion. The Managing Member’s failure or refusal to permit a transferee of any such interests to become a Substituted Member is admitted in its stead, the assigning Member shall not cease give rise to be a Member any cause of action against the Company under the Act and or any Member. B. A transferee who has been admitted as a Substituted Member in accordance with this Article XI shall retain have all the rights and powers and be subject to all the restrictions and liabilities of a member Member under this Agreement. The admission of any transferee as a Substituted Member shall be subject to the Act transferee executing and hereunderdelivering to the Company an acceptance of all of the terms and conditions of this Agreement (including without limitation, provided that the provisions of Section 2.4 and such assigning Member may, prior other documents or instruments as may be required to effect the admission) from and after the effective date of such Transfer. C. Upon the admission of a Substituted Member, assign its economic interest in its Interest, to the extent otherwise permitted under this Article 9. Any Person who is an assignee of any portion of the Interest of a Member pursuant to an assignment satisfying the requirements of this Article 9 shall become a Substituted Member only when (i) the Managing Member has entered shall amend Exhibit A to reflect the name, address, Capital Account and number of LLC Units of such assignee Substituted Member and to eliminate or adjust, if necessary, the name, address, Capital Account and number of LLC Units of the predecessor of such Substituted Member (and any other Member, as a necessary); provided that, in lieu of amending or restating Exhibit A hereto, the Managing Member on may elect to reflect such matters in the books and records of the Company, which the Managing Member is hereby directed to do upon satisfaction of such requirements, Company and (ii) such assignee has paid all of the Company’s reasonable legal fees and filing costs in connection with the substitution as a member. Any assignee who acquires an interest in the Company by operation of law (but which acquisition is or would have been prohibited by this Article 9) shall not become a Substituted Member under any circumstance. (b) Any Person who is an assignee of any of the Interest of a Member pursuant to an assignment satisfying the requirements of this Article 9 but who does not become a Substituted Member (or pursuant to an assignment by operation of law, who shall not become a Substituted Member) and desires to make a further assignment of any such Interest, shall be subject to all the provisions of this Article 9 to the same extent and in the same manner as any Member desiring to make an assignment of its Interest.Exhibit A;

Substituted Members. (a) Any No Non-Managing Member that assigns all of shall have the right to substitute a transferee other than a Permitted Transferee as a Non-Managing Member in its Interests pursuant to an assignment or assignments permitted under this Agreement shall cease to be a Member place. A transferee of the Company except that unless and until interest of a Non-Managing Member may be admitted as a Substituted Member is only with the consent of the Managing Member; provided, however, that a Permitted Transferee shall be admitted in its steadas a Substituted Member pursuant to a Permitted Transfer without the consent of the Managing Member, subject to compliance with the assigning last sentence of this Section 10.4. The failure or refusal by the Managing Member to permit a transferee of any such interests to become a Substituted Member shall not cease give rise to be a Member any cause of action against the Company under or the Act Managing Member. Subject to the foregoing, an Assignee shall not be admitted as a Substituted Member until and shall retain unless it furnishes to the rights Managing Member with (i) evidence of acceptance, in form and powers substance satisfactory to the Managing Member, of all the terms, conditions and applicable obligations of this Agreement, (ii) a member under counterpart signature page to this Agreement executed by such Assignee, (iii) Consent by Spouse, if applicable, and (iv) such other documents and instruments as the Act Managing Member may require to effect such Assignee’s admission as a Substituted Member. (b) Concurrently with, and hereunderas evidence of, provided that such assigning Member may, prior to the admission of a Substituted Member, assign its economic interest in its Interest, to the extent otherwise permitted under this Article 9. Any Person who is an assignee of any portion of the Interest of a Member pursuant to an assignment satisfying the requirements of this Article 9 shall become a Substituted Member only when (i) the Managing Member has entered such assignee as a Member on shall amend the Register and the books and records of the CompanyCompany to reflect the name, which the Managing Member is hereby directed to do upon satisfaction address and number of Company Units of such requirementsSubstituted Member and to eliminate or adjust, if necessary, the name, address and (ii) such assignee has paid all number of Company Units of the Company’s reasonable legal fees and filing costs in connection with the substitution predecessor of such Substituted Member. (c) A transferee who has been admitted as a member. Any assignee who acquires an interest in the Company by operation of law (but which acquisition is or would have been prohibited by this Article 9) shall not become a Substituted Member under any circumstance. (b) Any Person who is an assignee of any of the Interest of a Member pursuant to an assignment satisfying the requirements of in accordance with this Article 9 but who does not become a Substituted Member (or pursuant to an assignment by operation of law, who X shall not become a Substituted Member) have all the rights and desires to make a further assignment of any such Interest, shall powers and be subject to all the provisions restrictions and liabilities of a Non-Managing Member under this Article 9 to the same extent and in the same manner as any Member desiring to make an assignment of its InterestAgreement.

Substituted Members. (a) Except to the extent otherwise provided in Section 7.5(b) below, (i) no Person that is an assignee of Series A Preferred Units or Series B Preferred Units shall be admitted as a substitute Series A Member or Series B Member, as the case may be, with respect to such Series A Preferred Units or Series B Preferred Units, as the case may be, without the written consent of the Board of Managers, which consent shall not be unreasonably withheld, and (ii) no Person that is an assignee of Common Units with respect to such Common Units shall be admitted as a substitute Common Member without the written consent of the Board of Managers, which consent shall not be unreasonably withheld. Any consent may be withheld with good reason by the Board of Managers even if the Board of Managers consented to the transfer by the applicable Member that assigns all of its Interests pursuant to an assignment Units. Any such written consent by the Board of Managers shall be binding and conclusive without the consent or assignments permitted under this Agreement shall cease to be a Member approval of any Members. If the Company except that unless and until a Substituted Member is admitted in its stead, the assigning Member shall not cease to be a Member Board of the Company under the Act and shall retain the rights and powers of a member under the Act and hereunder, provided that such assigning Member may, prior Managers consents to the admission of an assignee of Series A Preferred Units as a Substituted substitute Series A Member in accordance with the foregoing provisions of this Section 7.5(a), then such assignee of Series A Preferred Units shall become a Series A Member and a Member for all purposes of this Agreement with respect to such Series A Preferred Units assigned to such assignee and such assignee of Series B Preferred Units shall become a Series B Member and a Member for all purposes of this Agreement with respect to such Series B Preferred Units assigned to such assignee. If the Board of Managers consents to the admission of an assignee of Common Units as a substitute Common Member in accordance with the foregoing provisions of this Section 7.5(a), then such assignee of Common Units shall become a Common Member and a Member for all purposes of this Agreement with respect to such Common Units assigned to such assignee. The failure or refusal by the Board of Managers to permit an assignee of Units to become a substituted Member under this Section 7.5 shall not affect the right of such assignee to receive the share of the profits, losses, credits and distributions of the Company to which its predecessor in interest was entitled with respect to the Units assigned, provided that, if required by this Agreement, the Board of Managers shall have consented to the assignment or other transfer of Units to such assignee pursuant to Section 7.3 hereof. (b) Notwithstanding anything in Section 7.5(a) expressed or implied to the contrary, in the event that any Member transfers Series A Preferred Units, Series B Units or Common Units, as the case may be, to a Related Person of such Member and such transfer is effected in full compliance with all of the applicable provisions of Section 7.3 and Section 7.4(b) hereof, then such Related Person shall be admitted by the Company as a substitute Series A Member, assign its economic interest in its InterestSubstitute Series B Member or substitute Common Member, as the case may be, to the extent otherwise permitted under this Article 9. Any Person who is an assignee of any portion of the Interest Series A Preferred Units, Series B Units or Common Units, as the case may be, so transferred, without having to obtain the written consent of a the Company, the Board of Managers or any other Member pursuant to any such admission. (c) Upon the admission of an assignment satisfying the requirements of this Article 9 shall become a Substituted Member only when (i) the Managing Member has entered such assignee as a substituted Member, Exhibit A, Exhibit B, Exhibit C, the Member on Schedule and the books and records of the CompanyCompany shall be amended, which to the Managing Member is hereby directed extent appropriate and applicable, to do upon satisfaction reflect the status of such requirementsassignee as a substituted Series A Member, and (ii) Series B Member and/or Common Member. Each substituted Member shall execute such assignee has paid instrument or instruments as shall be required by the Board of Managers to signify its agreement to be bound by all of the Company’s reasonable legal fees and filing costs in connection with the substitution as a member. Any assignee who acquires an interest in the Company by operation of law (but which acquisition is or would have been prohibited by this Article 9) shall not become a Substituted Member under any circumstance. (b) Any Person who is an assignee of any of the Interest of a Member pursuant to an assignment satisfying the requirements of this Article 9 but who does not become a Substituted Member (or pursuant to an assignment by operation of law, who shall not become a Substituted Member) and desires to make a further assignment of any such Interest, shall be subject to all the provisions of this Article 9 to the same extent and in the same manner as any Member desiring to make an assignment of its InterestAgreement.

Substituted Members. (a) In order for a Person to be admitted as a Substituted Member of the Company (i) such Person shall have acquired the Membership Interest in accordance with the terms of this Agreement including this Article 11; (ii) such Person shall have delivered to the Company a Joinder Agreement under which such Person undertakes to be bound by the terms and conditions of this Agreement and shall have delivered such documents and instruments as the non-transferring member determines to be necessary or appropriate and as are consistent with the terms of this Agreement in connection with the Transfer to such Person or to effect such Person’s admission as a Member; and (iii) as provided in Section 3.1, Exhibit A shall thereby be amended without the further vote, act or consent of any other Person to reflect such new Person as a Substituted Member, and such Person shall be deemed admitted as a Substituted Member, and deemed listed as such on the books and records of the Company and thereupon shall be issued its Membership Interest. (b) Any Member that assigns all of its Membership Interests pursuant to an assignment or assignments permitted under this Agreement shall cease to be a Member of the Company except that unless and until a Substituted Member is admitted in its stead, the assigning Member shall not cease to be a Member of the Company under the Act and shall retain the rights and powers of a member under the Act and hereunder, provided that such assigning Member may, prior to the admission of a Substituted Member, assign its economic interest in its Interest, to the extent otherwise permitted under this Article 9Company. Any Person who is an assignee of any portion of the Membership Interest of a Member pursuant to an assignment satisfying the requirements of this Article 9 11 shall become a Substituted Member only when (i) the Managing Administrative Member has entered such assignee Substituted Member as a Member on the books and records Records of the Company, which the Managing Administrative Member is hereby directed to do upon satisfaction of such requirements, and (ii) such assignee has paid all of the Company’s reasonable legal fees and filing costs in connection with the substitution as a member. Any assignee who acquires an interest in the Company by operation of law (but which acquisition is or would have been prohibited by this Article 9) shall not become a Substituted Member under any circumstance. (bc) Any Person who is an assignee Assignee of any of the Interest Membership Interests of a Member pursuant to an assignment satisfying the requirements of this Article 9 11 but who does not become a Substituted Member (or pursuant to an assignment by operation of law, who shall not become a Substituted Member) and desires to make a further assignment of any such Interest, Membership Interest shall be subject to all the provisions of this Article 9 11 to the same extent and in the same manner as any Member desiring to make an assignment of its InterestMembership Interest (other than Section 11.8(b)). (d) Any assignee of 100% of the Investor Member’s or the Owner Member’s Membership Interests that is admitted as a Substituted Member in accordance with the terms of this Agreement shall be entitled to all of the applicable Member’s rights under this Agreement (including, with respect to Owner Member, its rights to designate (a) Manager(s), it being understood that the Owner Member’s designated Manager(s) shall resign upon such Transfer in order to permit a replacement Manager(s)), to the extent such rights are assigned to it.

Substituted Members. (a) Any No Member that assigns all of its Interests pursuant shall have the right to an assignment or assignments permitted under this Agreement shall cease to be substitute a transferee other than a Permitted Transferee as a Member in its place. A transferee of the Company except that unless and until interest of a Member may be admitted as a Substituted Member is only with the consent of the Managing Member; provided, however, that a Permitted Transferee shall be admitted in its steadas a Substituted Member pursuant to a Permitted Transfer without the consent of the Managing Member, subject to compliance with the assigning last sentence of this Section 10.3(a). The failure or refusal by the Managing Member to permit a transferee of any such interests to become a Substituted Member shall not cease give rise to be a Member any cause of action against the Company under or the Act Managing Member. Subject to the foregoing, an Assignee shall not be admitted as a Substituted Member until and shall retain unless it furnishes to the rights Managing Member (i) evidence of acceptance, in form and powers substance satisfactory to the Managing Member, of all the terms, conditions and applicable obligations of this Agreement, (ii) a member under counterpart signature page to this Agreement executed by such Assignee and (iii) such other documents and instruments as the Act Managing Member may require to effect such Assignee’s admission as a Substituted Member. (b) Concurrently with, and hereunderas evidence of, provided that such assigning Member may, prior to the admission of a Substituted Member, assign its economic interest in its Interest, to the extent otherwise permitted under this Article 9. Any Person who is an assignee of any portion of the Interest of a Member pursuant to an assignment satisfying the requirements of this Article 9 shall become a Substituted Member only when (i) the Managing Member has entered such assignee as a Member on shall amend the Register and the books and records of the CompanyCompany to reflect the name, which the Managing Member is hereby directed to do upon satisfaction address and number of Company Units of such requirementsSubstituted Member and to eliminate or adjust, if necessary, the name, address and (ii) such assignee has paid all number of Company Units of the Company’s reasonable legal fees and filing costs in connection with the substitution predecessor of such Substituted Member. (c) A transferee who has been admitted as a member. Any assignee who acquires an interest in the Company by operation of law (but which acquisition is or would have been prohibited by this Article 9) shall not become a Substituted Member under any circumstance. (b) Any Person who is an assignee of any of the Interest of a Member pursuant to an assignment satisfying the requirements of in accordance with this Article 9 but who does not become a Substituted Member (or pursuant to an assignment by operation of law, who X shall not become a Substituted Member) have all the rights and desires to make a further assignment of any such Interest, shall powers and be subject to all the provisions restrictions and liabilities of a Member under this Article 9 to the same extent and in the same manner as any Member desiring to make an assignment of its InterestAgreement.

Substituted Members. (a) Any No Member that assigns all of its Interests pursuant shall have the right to an assignment or assignments permitted under this Agreement shall cease to be substitute a transferee other than a Permitted Transferee as a Member in its place. A transferee of the Company except that unless and until interest of a Member may be admitted as a Substituted Member is only with the consent of the Managing Member; provided, however, that a Permitted Transferee shall be admitted in its steadas a Substituted Member pursuant to a Permitted Transfer without the consent of the Managing Member, subject to compliance with the assigning last sentence of this Section 11.4. The failure or refusal by the Managing Member to permit a transferee of any such interests to become a Substituted Member shall not cease give rise to be a Member any cause of action against the Company under or the Act Managing Member. Subject to the foregoing, an Assignee shall not be admitted as a Substituted Member until and shall retain unless it furnishes to the rights Managing Member (i) evidence of acceptance, in form and powers substance reasonably satisfactory to the Managing Member, of all the terms, conditions and applicable obligations of this Agreement and the Investor Rights Agreement, (ii) a member under counterpart signature page to this Agreement and the Act Investor Rights Agreement executed by such Assignee, (iii) Consent by Spouse and hereunder(iv) such other documents and instruments as the Managing Member may reasonably require to effect such Assignee’s admission as a Substituted Member. (b) Concurrently with, provided that such assigning Member mayand as evidence of, prior to the admission of a Substituted Member, assign its economic interest in its Interest, to the extent otherwise permitted under this Article 9. Any Person who is an assignee of any portion of the Interest of a Member pursuant to an assignment satisfying the requirements of this Article 9 shall become a Substituted Member only when (i) the Managing Member has entered such assignee as a Member on shall amend the Register and the books and records of the CompanyCompany to reflect the name, which the Managing Member is hereby directed to do upon satisfaction address and number of Company Units of such requirementsSubstituted Member and to eliminate or adjust, if necessary, the name, address and (ii) such assignee has paid all number of Company Units of the Company’s reasonable legal fees and filing costs in connection with the substitution predecessor of such Substituted Member. (c) A transferee who has been admitted as a member. Any assignee who acquires an interest in the Company by operation of law (but which acquisition is or would have been prohibited by this Article 9) shall not become a Substituted Member under any circumstance. (b) Any Person who is an assignee of any of the Interest of a Member pursuant to an assignment satisfying the requirements of in accordance with this Article 9 but who does not become a Substituted Member (or pursuant to an assignment by operation of law, who XI shall not become a Substituted Member) have all the rights and desires to make a further assignment of any such Interest, shall powers and be subject to all the provisions restrictions and liabilities of a Member under this Article 9 to the same extent and in the same manner as any Member desiring to make an assignment of its InterestAgreement.

Substituted Members. 9.2.1 No Member shall have the right to substitute a purchaser, assignee, transferee, pledgee, donee, heir, legatee, distributee or other recipient of such Member’s Interest as a Member in such person’s place. Any such purchaser, assignee, transferee, pledgee, donee, heir, legatee, distributee or other recipient of an Interest (a) Any Member that assigns all of its Interests whether pursuant to a voluntary or involuntary transfer) shall be admitted to the Fund as a substituted member (the “Substituted Member”) only: (i) with the prior written consent of the Managing Member, which consent may be granted or withheld in the sole discretion of the Managing Member; (ii) by satisfying the other requirements of this Section 9; and (iii) upon filing of an assignment or assignments permitted under amendment to this Agreement shall cease to be a Member of the Company except that unless and until a Substituted Member is admitted in its stead, the assigning Member shall not cease to be a Member of the Company under the Act compliance with all other legal requirements and shall retain the rights and powers of a member under the Act and hereunder, provided that such assigning Member may, prior filing obligations. The Managing Member’s consent to the admission of a Substituted Member, assign its economic interest in its Interest, to the extent otherwise permitted under this Article 9. Any Person who is an assignee of any portion of the Interest of a Member pursuant to an assignment satisfying the requirements of this Article 9 shall become person as a Substituted Member only when (i) may be evidenced by the execution by the Managing Member has entered of an amendment to this Agreement evidencing the admission of such assignee person as a Substituted Member. The Members hereby consent and agree to any such admission of a Substituted Member by the Managing Member, and agree that the Managing Member may, on behalf of each Member and on behalf of the Fund, cause the Certificate of Formation of the Fund to be appropriately amended, and recorded as so amended, and the books and records of the CompanyFund to be modified to reflect any such admission. 9.2.2 Each Substituted Member, which as a condition of such person’s admission as a Member, shall execute and acknowledge such instruments, in form and substance satisfactory to the Managing Member, as the Managing Member is hereby directed deems necessary or desirable to do upon satisfaction of effectuate such requirements, admission and (ii) such assignee has paid all to confirm the agreement of the Company’s reasonable legal fees and filing costs in connection with the substitution as a member. Any assignee who acquires an interest in the Company by operation of law (but which acquisition is or would have been prohibited by this Article 9) shall not become a Substituted Member under any circumstance. (b) Any Person who is an assignee to be bound by all the terms and provisions of this Agreement. Further, each Substituted Member agrees, upon the request of the Managing Member, to execute such certificates or other documents and perform such acts as the Managing Member deems appropriate to preserve the limited liability status of the Fund after the completion of any assignment of the Interest of a Member pursuant to an assignment satisfying the requirements Interest. For purposes of this Article 9 but who does not become a Substituted Member (section, any transfer of an Interest, whether voluntary or pursuant to an assignment by operation of law, who shall not become be considered an assignment. 9.2.3 Each Substituted Member, as a condition of admission, hereby indemnifies the Fund and each other Member against any loss, damage, cost or expense (including without limitation, tax liabilities or loss of tax benefits) arising directly or indirectly as a result of his/its admission as a Substituted Member) and desires to make a further assignment of any such Interest, shall be subject to all the provisions of this Article 9 to the same extent and in the same manner as any Member desiring to make an assignment of its Interest.

Substituted Members. (a) Any Member that assigns all An assignee of its Interests pursuant to an assignment any Membership Interest or assignments permitted under this Agreement shall cease to be a Member of other interest in the Company except that unless and until (or any portion thereof), in accordance with the provisions of this Article VIII, shall become a Substituted Member is admitted entitled to all the rights of a Member with respect to such assigned interest if and only if (i) the assignor gives the assignee such right, (ii) a Required Interest has granted its prior written consent to such assignment and substitution, which consent may be withheld in its steadthe sole discretion of the Members constituting a Required Interest, and (iii) the assigning assignee has agreed in writing to be bound by the provisions of this Agreement. Notwithstanding clause (ii) above, (x) any Permitted Transferee pursuant to clauses (i)-(v) of Section 8. 1(b) or any Transferee of a Membership Interest as permitted or required by Article X (other than in connection with a Terminating Event pursuant to Section 10.3) shall become a Substituted Member entitled to all the rights of a Member with respect to the assigned Membership Interest or other interest in the Company without the consent of the Manager or the Members and (y) any Permitted Transferee pursuant to clauses (vi), (vii), (viii), (ix) or (x) of Section 8.1(b) shall become a Substituted Member entitled to all the rights of a Member with respect to the assigned Membership Interest PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. or other interest in the Company with the consent of a Required Interest, which consent shall not cease be unreasonably withheld. (b) The Company shall be entitled to be treat the record owner of any Membership Interest or other interest in the Company as the absolute owner thereof and shall incur no liability for distributions of cash or other property made in good faith to such owner until such time as a Member written assignment of such Membership Interest, which assignment is consented to as required by and is permitted pursuant to the terms and conditions of this Article VIII, has been received by and has been recorded on the books of the Company under the Act and shall retain the rights and powers of a member under the Act and hereunder, provided that such assigning Member may, prior to Company. (c) Upon the admission of a Substituted Member, assign Schedule 1 shall be amended to reflect the name, address and Sharing Percentage and other interests in the Company of such Substituted Member and to eliminate the name and address of and other information relating to the assigning Member with regard to the assigned Membership Interest and other interests in the Company. (d) Notwithstanding anything to the contrary in this Agreement and unless consented to in writing by a Required Interest (which consent shall not be unreasonably withheld), any Member effectuating a Transfer of its economic interest in its Membership Interest, to the extent otherwise whether or not permitted hereunder, shall remain liable under this Article 9. Any Person who is an assignee of any portion Agreement with respect to all of the Interest obligations and responsibilities of a Member pursuant related to an assignment satisfying the requirements of this Article 9 shall become a Substituted Member only when Membership Interest so Transferred (i) including the Managing Member has entered such assignee as a Member on the books and records of the Company, which the Managing Member is hereby directed to do upon satisfaction of such requirements, and (ii) such assignee has paid all of the Company’s reasonable legal fees and filing costs in connection with the substitution as a member. Any assignee who acquires an interest in the Company by operation of law (but which acquisition is or would have been prohibited by this Article 9) shall not become a Substituted Member under any circumstance. (b) Any Person who is an assignee of any of the Interest of a Member pursuant to an assignment satisfying the requirements of this Article 9 but who does not become a Substituted Member (or pursuant to an assignment by operation of law, who shall not become a Substituted Member) and desires obligation to make a further assignment of any such Interest, shall be subject to all the provisions of this Article 9 to the same extent and in the same manner as any Member desiring to make an assignment of its InterestCapital Contributions).

Substituted Members. (a) Any No Member that assigns all of its Interests pursuant shall have the right to an assignment or assignments permitted under this Agreement shall cease to be substitute a transferee other than a Permitted Transferee as a Member in its place. A transferee of the Company except that unless and until interest of a Member may be admitted as a Substituted Member is only with the consent of the Managing Member; provided, however, that a Permitted Transferee shall be admitted in its steadas a Substituted Member pursuant to a Permitted Transfer without the consent of the Managing Member, subject to compliance with the assigning last sentence of this Section 11.4. The failure or refusal by the Managing Member to permit a transferee of any such interests to become a Substituted Member shall not cease give rise to any cause of action against the Company, the Managing Member, or PubCo. Subject to the foregoing, an Assignee shall not be admitted as a Substituted Member until and unless it furnishes to the Managing Member (i) evidence of acceptance, in form and substance reasonably satisfactory to the Company under Managing Member, of all the Act terms, conditions and shall retain applicable obligations of this Agreement and the rights Investor Rights Agreement, (ii) a counterpart signature page to this Agreement and powers of the Investor Rights Agreement executed by such Assignee, (iii) Consent by Spouse and (iv) such other documents and instruments as the Managing Member may reasonably require to effect such Assignee’s admission as a member under the Act Substituted Member. (b) Concurrently with, and hereunderas evidence of, provided that such assigning Member may, prior to the admission of a Substituted Member, assign its economic interest in its Interest, to the extent otherwise permitted under this Article 9. Any Person who is an assignee of any portion of the Interest of a Member pursuant to an assignment satisfying the requirements of this Article 9 shall become a Substituted Member only when (i) the Managing Member has entered such assignee as a Member on shall amend the Register and the books and records of the CompanyCompany to reflect the name, which the Managing Member is hereby directed to do upon satisfaction address and number of Company Units of such requirementsSubstituted Member and to eliminate or adjust, if necessary, the name, address and (ii) such assignee has paid all number of Company Units of the Company’s reasonable legal fees and filing costs in connection with the substitution predecessor of such Substituted Member. (c) A transferee who has been admitted as a member. Any assignee who acquires an interest in the Company by operation of law (but which acquisition is or would have been prohibited by this Article 9) shall not become a Substituted Member under any circumstance. (b) Any Person who is an assignee of any of the Interest of a Member pursuant to an assignment satisfying the requirements of in accordance with this Article 9 but who does not become a Substituted Member (or pursuant to an assignment by operation of law, who XI shall not become a Substituted Member) have all the rights and desires to make a further assignment of any such Interest, shall powers and be subject to all the provisions restrictions and liabilities of a Member under this Article 9 to the same extent and in the same manner as any Member desiring to make an assignment of its InterestAgreement.

Substituted Members. (a) Any Except as otherwise provided in Section 6.1, no Member that assigns all of its Interests pursuant shall have the right to an assignment or assignments permitted under this Agreement shall cease to be a Member of the Company except that unless and until a Substituted Member is admitted substitute in its steadplace a purchaser, the assigning Member shall not cease to be a Member assignee, transferee, donee, heir, legatee, or other recipient of the Company under the Act and shall retain the rights and powers of a member under the Act and hereunder, provided that such assigning Member may, prior to the admission of a Substituted Member, assign its economic interest in its Interest, to the extent otherwise permitted under this Article 9. Any Person who is an assignee of all or any portion of the Membership Interest of such Member. Any such purchaser, assignee, transferee, donee, legatee, distributee or other recipient of an interest shall be admitted to the Company as a Member pursuant to an assignment satisfying the requirements of this Article 9 shall become a Substituted substituted Member only when (i) with the Managing Member has entered such assignee as consent of a Member on the books and records Majority in Interest of the CompanyMembers, which the Managing consent may be granted or withheld by any Member is hereby directed to do upon satisfaction of such requirements, and (ii) such assignee has paid all of the Company’s reasonable legal fees and filing costs in connection with the substitution as a member. Any assignee who acquires an interest in the Company by operation of law (but which acquisition is or would have been prohibited by this Article 9) shall not become a Substituted Member under any circumstanceits sole discretion. (b) Any Person who is an assignee of any of the Interest of No person shall become a substituted Member pursuant to an assignment satisfying until such person has satisfied the requirements of this Article 9 but Article; provided, however, that for the purpose of allocating Profits, Losses and other items and distributing cash available for distribution, a person shall be treated as having become, and as appearing in the records of the Company as, a Member, as the case may be, on such date as the sale, assignment or transfer to such person was recognized by the Company pursuant to Section 7.2. (c) Any purchaser, assignee, transferee, donee, heir, legatee or other recipient of all or any portion of a Membership Interest who does is not become admitted to the Company as a Substituted substituted Member (or pursuant 1) shall be entitled only to an assignment by operation of lawallocations and distributions with respect to such Membership Interest in accordance with this Agreement, who (2) shall not become a Substituted Memberhave any right to vote on, consent to or approve any matter or decision (it being intended that the Sharing Ratio of such person shall be ignored for purposes of determining whether the requisite vote, consent or approval of the Members has been obtained), (3) and desires to make a further assignment shall not have any other rights of any such InterestMember under the Act or this Agreement, except as expressly provided in this Section 7.3, but (4) shall be subject to all of the duties, obligations and restrictions applicable to a Member under this Agreement, the Articles of Organization of the Company and applicable law, including but not limited to, the provisions of this Article 9 3 to the same extent and in the same manner as any Member desiring to make an assignment of its InterestMember.

Substituted Members. (a) Any Except as otherwise provided in Section 6.1, no Member that assigns all of its Interests pursuant shall have the right to an assignment or assignments permitted under this Agreement shall cease to be a Member of the Company except that unless and until a Substituted Member is admitted substitute in its steadplace a purchaser, the assigning Member shall not cease to be a Member assignee, transferee, donee, heir, legatee, or other recipient of the Company under the Act and shall retain the rights and powers of a member under the Act and hereunder, provided that such assigning Member may, prior to the admission of a Substituted Member, assign its economic interest in its Interest, to the extent otherwise permitted under this Article 9. Any Person who is an assignee of all or any portion of the Membership Interest of such Member. Any such purchaser, assignee, transferee, donee, legatee, distributee or other recipient of an interest shall be admitted to the Company as a Member pursuant to an assignment satisfying the requirements of this Article 9 shall become a Substituted substituted Member only when (i) with the Managing Member has entered such assignee as consent of a Member on the books and records Majority in Interest of the CompanyMembers, which the Managing consent may be granted or withheld by any Member is hereby directed to do upon satisfaction of such requirements, and (ii) such assignee has paid all of the Company’s reasonable legal fees and filing costs in connection with the substitution as a member. Any assignee who acquires an interest in the Company by operation of law (but which acquisition is or would have been prohibited by this Article 9) shall not become a Substituted Member under any circumstanceits sole discretion. (b) Any Person who is an assignee of any of the Interest of No person shall become a substituted Member pursuant to an assignment satisfying until such person has satisfied the requirements of this Article 9 but Article; provided, however, that for the purpose of allocating Profits, Losses and other items and distributing cash available for distribution, a person shall be treated as having become, and as appearing in the records of the Company as, a Member, as the case may be, on such date as the sale, assignment or transfer to such person was recognized by the Company pursuant to Section 7.2. (c) Any purchaser, assignee, transferee, donee, heir, legatee or other recipient of all or any portion of a Membership Interest who does is not become admitted to the Company as a Substituted substituted Member (or pursuant 1) shall be entitled only to an assignment by operation of lawallocations and distributions with respect to such Membership Interest in accordance with this Agreement, who (2) shall not become have any right to vote on, consent to or approve any matter or decision (it being intended that the Sharing Ratio of such person shall be ignored for purposes of determining whether the requisite vote, consent or approval of the Members has been obtained), (3) shall not have any other rights of a Substituted MemberMember under the Act or this Agreement, except as expressly provided in this Section 7.3, but (4) and desires to make a further assignment of any such Interest, shall be subject to all of the duties, obligations and restrictions applicable to a Member under this Agreement, the Article of Organization of the 19 Company and applicable law, including but not limited to the provisions of this Article 9 3 to the same extent and in the same manner as any Member desiring to make an assignment of its InterestMember.

Substituted Members. (a) Any No Member that assigns all of its Interests pursuant shall have the right to an assignment or assignments permitted under this Agreement shall cease to be substitute a transferee other than a Permitted Transferee as a Member in its place. A transferee of the Company except that unless and until interest of a Member may be admitted as a Substituted Member is only with the consent of the Managing Member; provided, however, that a Permitted Transferee shall be admitted in its steadas a Substituted Member pursuant to a Permitted Transfer without the consent of the Managing Member, subject to compliance with the assigning last sentence of this Section 11.4. The failure or refusal by the Managing Member to permit a transferee of any such interests to become a Substituted Member shall not cease give rise to be a Member any cause of action against the Company under or the Act Managing Member. Subject to the foregoing, an Assignee shall not be admitted as a Substituted Member until and shall retain unless it furnishes to the rights Managing Member (i) evidence of acceptance, in form and powers substance reasonably satisfactory to the Managing Member, of all the terms, conditions and applicable obligations of this Agreement and the Registration Rights Agreement, (ii) a member under counterpart signature page to this Agreement and the Act Registration Rights Agreement executed by such Assignee, (iii) Consent by Spouse (if applicable) and hereunder(iv) such other documents and instruments as the Managing Member may reasonably require to effect such Assignee’s admission as a Substituted Member. (b) Concurrently with, provided that such assigning Member mayand as evidence of, prior to the admission of a Substituted Member, assign its economic interest in its Interest, to the extent otherwise permitted under this Article 9. Any Person who is an assignee of any portion of the Interest of a Member pursuant to an assignment satisfying the requirements of this Article 9 shall become a Substituted Member only when (i) the Managing Member has entered such assignee as a Member on shall amend the Register and the books and records of the CompanyCompany to reflect the name, which the Managing Member is hereby directed to do upon satisfaction address and number of Company Units of such requirementsSubstituted Member and to eliminate or adjust, if necessary, the name, address and (ii) such assignee has paid all number of Company Units of the Company’s reasonable legal fees and filing costs in connection with the substitution predecessor of such Substituted Member. (c) A transferee who has been admitted as a member. Any assignee who acquires an interest in the Company by operation of law (but which acquisition is or would have been prohibited by this Article 9) shall not become a Substituted Member under any circumstance. (b) Any Person who is an assignee of any of the Interest of a Member pursuant to an assignment satisfying the requirements of in accordance with this Article 9 but who does not become a Substituted Member (or pursuant to an assignment by operation of law, who XI shall not become a Substituted Member) have all the rights and desires to make a further assignment of any such Interest, shall powers and be subject to all the provisions restrictions and liabilities of a Member under this Article 9 Agreement. Any distribution made before the effective date of such Transfer shall be paid to the same extent transferor, and in distributions made after such date shall be paid to the same manner as any Member desiring to make an assignment of its Interesttransferee.

Substituted Members. No assignee of the whole or any portion of a Member’s Ownership Interest (which shall include any purchaser, transferee, donee, testate or intestate transferee or any other recipient receiving such Ownership Interest for any reason) shall have the right to become a substituted Member in place of his assignor, unless: (a) Any Member that assigns his assignor designates such an intention in the instrument of assignment; (b) the Members holding one hundred percent (100%) of the remaining Ownership Interests consent (which consent may be unreasonably withheld); (c) the form and substance of the assignment instrument are satisfactory to the Members; (d) the assignor and assignee execute and acknowledge any other instrument or instruments necessary or desirable to effectuate the admission, including, but not limited to, a power of attorney with provisions more fully described in this Agreement; (e) the assignee accepts, adopts and approves in writing all of its Interests pursuant to an assignment or assignments permitted under the terms and provisions of this Agreement and any amendments; and (f) the assignee pays all reasonable expenses connected with the admission. After all necessary approvals have been obtained, transfers shall cease to be a Member considered effective for LLC administration purposes on the first day after the execution of all necessary documents by the Company except that unless and until a Substituted Member is admitted in its steadassignor, the assigning Member shall not cease to be a Member of assignee and the Company under the Act and shall retain the rights and powers of a member under the Act and hereunder, provided that such assigning Member may, prior to the admission of a Substituted Managing Member, assign its economic interest in its Interest, to the extent otherwise permitted under this Article 9as appropriate. Any Person who is an assignee of any portion of the Interest of Except for a transferee admitted as a Member pursuant to this Section, any transferee shall hold his Ownership interest as an assignment satisfying assignee and shall at all times be entitled to the requirements of this Article 9 shall become a Substituted Member only when (i) the Managing Member has entered such assignee as a Member on the books and records of the Company, which the Managing Member is hereby directed to do upon satisfaction proportionate share of such requirements, and (ii) such assignee has paid all of the Companytransferee’s reasonable legal fees and filing costs in connection with the substitution as a member. Any assignee who acquires an interest in the Company by operation profits of law (the LLC distributed in accordance with the terms and conditions of this Agreement, but which acquisition is or would have been prohibited by this Article 9) such transferee shall not become a Substituted Member under and shall have no voting rights in any circumstance. (b) Any Person who is an assignee of LLC decisions or be entitled to any of the Interest other rights of a Member pursuant to an assignment satisfying the requirements of this Article 9 but who does not become unless he becomes a Substituted Member (or pursuant to an assignment by operation of law, who shall not become a Substituted Member) and desires to make a further assignment of any such Interest, shall be subject to all the provisions of this Article 9 to the same extent and in the same manner as any Member desiring to make an assignment of its Interest.

Substituted Members. (a) Any Except as otherwise provided in Section 6.1, no Member that assigns all of its Interests pursuant shall have the ----------- right to an assignment or assignments permitted under this Agreement shall cease to be a Member of the Company except that unless and until a Substituted Member is admitted substitute in its steadplace a purchaser, the assigning Member shall not cease to be a Member assignee, transferee, donee, heir, legatee, or other recipient of the Company under the Act and shall retain the rights and powers of a member under the Act and hereunder, provided that such assigning Member may, prior to the admission of a Substituted Member, assign its economic interest in its Interest, to the extent otherwise permitted under this Article 9. Any Person who is an assignee of all or any portion of the Membership Interest of such Member. Any such purchaser, assignee, transferee, done e, legatee, distributee or other recipient of an interest shall be admitted to the Company as a Member pursuant to an assignment satisfying the requirements of this Article 9 shall become a Substituted substituted Member only when (i) with the Managing Member has entered such assignee as consent of a Member on the books and records Majority of the CompanyMembers, which the Managing consent may be granted or withheld by any Member is hereby directed to do upon satisfaction of such requirements, and (ii) such assignee has paid all of the Company’s reasonable legal fees and filing costs in connection with the substitution as a member. Any assignee who acquires an interest in the Company by operation of law (but which acquisition is or would have been prohibited by this Article 9) shall not become a Substituted Member under any circumstanceits sole discretion. (b) Any Person who is an assignee of any of the Interest of No person shall become a substituted Member pursuant to an assignment satisfying until such person has satisfied the requirements of this Article 9 but Article; provided, however, that for the purpose of allocating Profits, Losses and other items and distributing cash available for distribution, a person shall be treated as having become, and as appearing in the records of the Company as, a Member, as the case may be, on such date as the sale, assignment or transfer to such person was recognized by the Company pursuant to Section 7.2. ----------- (c) Any purchaser, assignee, transferee, donee, heir, legatee or other recipient of all or any portion of a Membership Interest who does is not become admitted to the Company as a Substituted substituted Member (or pursuant 1) shall be entitled only to an assignment by operation of lawallocations and distributions with respect to such Membership Interest in accordance with this Agreement, who (2) shall not become have any right to vote on, consent to or approve any matter or decision (it being intended that the Sharing Ratio of such person shall be ignored for purposes of determining whether the requisite vote, consent or approval of the Members has been obtained), (3) shall not have any other rights of a Substituted MemberMember under the Act or this Agreement, except as expressly provided in this Section 7.3, but (4) and desires to make a further assignment of any such Interest, shall be subject to all of the duties, obligations ----------- and restrictions applicable to a Member under this Agreement, the Articles of Organization of the Company and applicable law, including but not limited to, the provisions of this Article 9 3 to the same extent and in the same manner as any Member desiring to make an assignment of its Interest---------- Member.

Substituted Members. (a) Any Member that assigns In connection with the Transfer of all or any portion of its Interests pursuant to an assignment or assignments a Member's Membership Units as permitted under by and in accordance with this Agreement shall cease to be a Member of the Company except that unless and until a Substituted Member is admitted in its steadARTICLE 13, the assigning assignee shall become a substituted Member shall not cease to be a Member of the Company under the Act and shall retain the rights and powers of a member under the Act and hereunder, provided that such assigning Member may, prior to the admission of a Substituted Member, assign its economic interest in its Interest, (to the extent otherwise permitted under this Article 9. Any Person who is an assignee not already a Member) on the effective time of any portion such Transfer (a "SUBSTITUTED MEMBER"), which effective time shall not be earlier than the date of compliance with the Interest of conditions to such Transfer, including the conditions that such assignee, unless already a Member pursuant to or an assignment satisfying Affiliate Transferee, shall furnish the requirements of this Article 9 shall become a Substituted Member only when Manager: (i) a counterpart signature page to this Agreement and an agreement to abide by all the Managing Member has entered terms and conditions of this Agreement; (ii) such assignee other documents or instruments as may be necessary or appropriate to effect such Person's admission as a Member or otherwise requested by the Manager; and (iii) unless waived by the Manager, the Company must receive a favorable opinion of the Company's legal counsel or of legal counsel acceptable to the Manager to the effect that the Transfer or admission, when added to the total of all other sales, assignments, or other Transfers within the preceding twelve (12) months, would not result in the Company's being considered to have terminated within the meaning of Code Section 708. Such admission shall become effective on the date on which the Manager determines in his sole discretion that such conditions have been satisfied, and when any such admission is shown on the books and records of the Company. The Member effecting a Transfer and any Person admitted to the Company in connection therewith shall pay, which or reimburse the Managing Member is hereby directed to do upon satisfaction of such requirementsCompany for, and (ii) such assignee has paid all of costs incurred by the Company’s reasonable legal fees and filing costs Company in connection with the substitution as a member. Any assignee who acquires an interest Transfer or admission (including, without limitation, the legal fees incurred in connection with the Company legal opinions referred to above) on or before the tenth (10th) day after the receipt by operation that Person of law (but which acquisition is or would have been prohibited by this Article 9) the Company's invoice for the amount due and the Person being admitted shall not become a Substituted Member under any circumstance. (b) Any Person who is an assignee of any of the Interest of be deemed a Member pursuant to an assignment satisfying the requirements of this Article 9 but who does not become a Substituted Member (or pursuant to an assignment by operation of law, who shall not become a Substituted Member) and desires to make a further assignment of any until such Interest, shall be subject to all the provisions of this Article 9 to the same extent and in the same manner as any Member desiring to make an assignment of its Interestinvoice is paid.

Substituted Members. A. No Holder shall have the right to substitute a transferee (a) Any Member that assigns all of its Interests including any transferees pursuant to an assignment or assignments Transfers permitted under this Agreement shall cease to be by Section 11.3 hereof) as a Member in its place. A transferee of the Company except that unless and until interest of a Holder may be admitted as a Substituted Member is admitted only with the consent of the Managing Member, which consent may be given or withheld by the Managing Member in its steadsole and absolute discretion (or in the reasonable discretion of the Managing Member if the Company receives a written opinion from counsel for the Company competent in Federal and California taxation (which the Managing Member will request for prompt delivery from counsel, if counsel can render such opinion, whenever asked to do so by the assigning proposed Transferor) that conditioning the admittance of a transferee as a Substituted Member upon the sole and absolute discretion of the Managing Member is no longer necessary under the Code or applicable state tax laws or regulations). The failure or refusal by the Managing Member to permit a transferee of any such interests to become a Substituted Member shall not cease give rise to any cause of action against the Company or the Managing Member, except where such failure or refusal breaches the provisions hereinabove contained. Subject to the foregoing, an Assignee shall not be admitted as a Substituted Member until and unless it furnishes to the Managing Member (i) evidence of acceptance, in form and substance satisfactory to the Managing Member, of all the terms, conditions and applicable obligations of this Agreement, and (ii) such other documents and instruments as may be required or advisable, in the sole and absolute discretion (or reasonable discretion if the reasonable discretion standard above applies) of the Company under the Act and Managing Member, to effect such Assignee's admission as a Substituted Member. B. A transferee who has been admitted as a Substituted Member in accordance with this Article 11 shall retain have all the rights and powers and be subject to all the restrictions and liabilities of a member Member under this Agreement and the Act and hereunder, transferor shall be relieved of all of its obligations hereunder accruing subsequent to such admission with respect to the LLC Units Transferred unless otherwise provided that such assigning Member may, prior to for in Section 8.4.C. C. Upon the admission of a Substituted Member, assign its economic interest in its Interest, to the extent otherwise permitted under this Article 9. Any Person who is an assignee of any portion of the Interest of a Member pursuant to an assignment satisfying the requirements of this Article 9 shall become a Substituted Member only when (i) the Managing Member has entered shall amend Exhibit A to reflect the name and address of such assignee as a Substituted Member on and to eliminate, if necessary, the books name and records address of the Company, which the Managing Member is hereby directed to do upon satisfaction predecessor of such requirements, and (ii) such assignee has paid all of the Company’s reasonable legal fees and filing costs in connection with the substitution as a member. Any assignee who acquires an interest in the Company by operation of law (but which acquisition is or would have been prohibited by this Article 9) shall not become a Substituted Member under any circumstance. (b) Any Person who is an assignee of any of the Interest of a Member pursuant to an assignment satisfying the requirements of this Article 9 but who does not become a Substituted Member (or pursuant to an assignment by operation of law, who shall not become a Substituted Member) and desires to make a further assignment of any such Interest, shall be subject to all the provisions of this Article 9 to the same extent and in the same manner as any Member desiring to make an assignment of its Interest.

Substituted Members. No assignee of the whole or any portion -------------------- of a Member's Ownership Interest (which shall include any purchaser, transferee, donee, testate or intestate transferee or any other recipient receiving such Ownership Interest for any reason) shall have the right to become a substituted Member in place of his assignor, unless: (a) Any Member that assigns his assignor designates such an intention in the instrument of assignment; (b) the Members holding fifty percent (50%) of the remaining Ownership Interests consent (which consent may be unreasonably withheld); (c) the form and substance of the assignment instrument are satisfactory to the Members; (d) the assignor and assignee execute and acknowledge any other instrument or instruments necessary or desirable to effectuate the admission, including, but not limited to, a power of attorney with provisions more fully described in this Agreement; (e) the assignee accepts, adopts and approves in writing all of its Interests pursuant to an assignment or assignments permitted under the terms and provisions of this Agreement and any amendments; and (f) the assignee pays all reasonable expenses connected with the admission. After all necessary approvals have been obtained, transfers shall cease to be a Member considered effective for LLC administration purposes on the first day after the execution of all necessary documents by the Company except that unless and until a Substituted Member is admitted in its steadassignor, the assigning Member shall not cease to be a Member of assignee and the Company under the Act and shall retain the rights and powers of a member under the Act and hereunder, provided that such assigning Member may, prior to the admission of a Substituted Managing Member, assign its economic interest in its Interest, to the extent otherwise permitted under this Article 9as appropriate. Any Person who is an assignee of any portion of the Interest of Except for a transferee admitted as a Member pursuant to this Section, any transferee shall hold his Ownership Interest as an assignment satisfying assignee and shall at all times be entitled to the requirements of this Article 9 shall become a Substituted Member only when (i) the Managing Member has entered such assignee as a Member on the books and records of the Company, which the Managing Member is hereby directed to do upon satisfaction proportionate share of such requirements, and (ii) such assignee has paid all of the Company’s reasonable legal fees and filing costs in connection with the substitution as a member. Any assignee who acquires an transferee's interest in the Company by operation profits of law (the LLC distributed in accordance with the terms and conditions of this Agreement, but which acquisition is or would have been prohibited by this Article 9) such transferee shall not become a Substituted Member under and shall have no voting rights in any circumstance. (b) Any Person who is an assignee of LLC decisions or be entitled to any of the Interest other rights of a Member pursuant to an assignment satisfying the requirements of this Article 9 but who does not become unless he becomes a Substituted Member (or pursuant to an assignment by operation of law, who shall not become a Substituted Member) and desires to make a further assignment of any such Interest, shall be subject to all the provisions of this Article 9 to the same extent and in the same manner as any Member desiring to make an assignment of its Interest.

Substituted Members. (a) Any Member that assigns all of its Interests pursuant Notwithstanding anything herein to an assignment or assignments permitted under this Agreement shall cease to be a Member of the Company except that unless and until a Substituted Member is admitted in its steadcontrary, the assigning Member shall not cease to be a Member of the Company under the Act and shall retain the rights and powers no Transferee of a member under the Act and hereunder, provided that such assigning Member may, prior to the admission of a Substituted Member, assign its economic interest in its Interest, to the extent otherwise permitted under this Article 9. Any Person who is an assignee of any portion of the Interest of a Member pursuant to an assignment satisfying the requirements of this Article 9 shall become a Substituted Member only when (i) the Managing Member has entered such assignee as a Member on the books and records of the Company, which the Managing Member is hereby directed to do upon satisfaction of such requirements, and (ii) such assignee has paid all of the Company’s reasonable legal fees and filing costs in connection with the substitution as a member. Any assignee who acquires an 's interest in the Company by operation (other than a Transferee of law (but which acquisition is or would have been prohibited by this Article 9a Class A Member pursuant to Section 7.1.1) shall not become a Substituted substituted Member with respect to the Transferred Interest, unless and until the Class A Member gives its written consent thereto (which written consent may be withheld by the Class A Member in its sole discretion) and the Transferee shall have: (a) assumed all the obligations of his predecessor under any circumstance.this Agreement with respect to the Transferred Interest accruing from and after the effective date of the Transfer; (b) delivered to the Company a statement, in form and substance satisfactory to the Class A Member, acknowledging the assumption of such liability and that the Transferee has read the provisions of this Agreement and intends to be legally bound as a Member by all the terms and conditions of this Agreement and any amendments or modifications thereof, and to execute a counterpart of the Agreement as then in effect; (c) obtained and furnished to the Company an opinion of counsel satisfactory to the Class A Member that such transaction may be effected without registration under the Securities Act of 1933, as amended, or under any applicable state securities laws, unless the Management Committee shall have determined that no such opinion is necessary; and (d) paid all reasonable expenses (including legal and accounting fees) incurred by the Company in connection with such Transfer, including the cost of the preparation, filing and publishing of any amendment to the Company's Certificate of Formation and any fictitious name or similar registrations necessary or desirable in connection therewith. The Transferee shall become a substituted Member having the same class of Membership Interest and the same Percentage Interests with respect to the Portfolio Companies as the Transferring Member on the first day that all of the above conditions have been satisfied. The Company shall, upon substitution, thereafter make all further distributions on account of the Membership Interests so assigned to the assignee for such time as the Membership Interests are Transferred on its books in accordance with the above provisions. Any Person who is an assignee of any of so admitted to the Interest of a Company as substituted Member pursuant to an assignment satisfying the requirements of this Article 9 but who does not become a Substituted Member (or pursuant to an assignment by operation of law, who shall not become a Substituted Member) and desires to make a further assignment of any such Interest, shall be subject to all the provisions of this Article 9 Agreement relating to the same extent and in the same manner class of Membership Interest held by such substitute Member as any Member desiring to make an assignment of its Interestif originally a party hereto.

Substituted Members. (a) Any Except as otherwise provided in Section 6.1, no Member that assigns all of its Interests pursuant shall have the right to an assignment or assignments permitted under this Agreement shall cease to be a Member of the Company except that unless and until a Substituted Member is admitted substitute in its steadplace a purchaser, the assigning Member shall not cease to be a Member assignee, transferee, donee, heir, legatee, or other recipient of the Company under the Act and shall retain the rights and powers of a member under the Act and hereunder, provided that such assigning Member may, prior to the admission of a Substituted Member, assign its economic interest in its Interest, to the extent otherwise permitted under this Article 9. Any Person who is an assignee of all or any portion of the Membership Interest of such Member. Any such purchaser, assignee, transferee, donee, legatee, distributee or other recipient of an interest shall be admitted to the Company as a Member pursuant to an assignment satisfying the requirements of this Article 9 shall become a Substituted substituted Member only when (i) with the Managing Member has entered such assignee as consent of a Member on the books and records Majority of the CompanyMembers, which the Managing consent may be granted or withheld by any Member is hereby directed to do upon satisfaction of such requirements, and (ii) such assignee has paid all of the Company’s reasonable legal fees and filing costs in connection with the substitution as a member. Any assignee who acquires an interest in the Company by operation of law (but which acquisition is or would have been prohibited by this Article 9) shall not become a Substituted Member under any circumstanceits sole discretion. (b) Any Person who is an assignee of any of the Interest of No person shall become a substituted Member pursuant to an assignment satisfying until such person has satisfied the requirements of this Article 9 but Article; provided, however, that for the purpose of allocating Profits, Losses and other items and distributing cash available for distribution, a person shall be treated as having become, and as appearing in the records of the Company as, a Member, as the case may be, on such date as the sale, assignment or transfer to such person was recognized by the Company pursuant to Section 7.2. (c) Any purchaser, assignee, transferee, donee, heir, legatee or other recipient of all or any portion of a Membership Interest who does is not become admitted to the Company as a Substituted substituted Member (or pursuant 1) shall be entitled only to an assignment by operation of lawallocations and distributions with respect to such Membership Interest in accordance with this Agreement, who (2) shall not become have any right to vote on, consent to or approve any matter or decision (it being intended that the Sharing Ratio of such person shall be ignored for purposes of determining whether the requisite vote, consent or approval of the Members has been obtained), (3) shall not have any other rights of a Substituted MemberMember under the Act or this Agreement, except as expressly provided in this Section 7.3, but (4) and desires to make a further assignment of any such Interest, shall be subject to all of the duties, obligations and restrictions applicable to a Member under this Agreement, the Articles of Organization of the Company and applicable law, including but not limited to, the provisions of this Article 9 3 to the same extent and in the same manner as any Member desiring to make an assignment of its InterestMember.

Substituted Members. (a) Any In addition to the limitations on a Member that assigns assigning its rights to designate Managers contained in Section 7.1(d), no Member shall have the right to substitute a transferee as a Member in its place with respect to any Units so Transferred unless (i) such Transfer is made in compliance with the terms of this Agreement and (ii) the transferee executes and delivers to the Company a signature page counterpart to this Agreement and an acceptance of all of its Interests pursuant to an assignment or assignments permitted under the terms and conditions of this Agreement shall cease (including such other documents or instruments as may be required to be a Member of effect the Company except that unless and until admission in the Company’s reasonable judgment). (b) A transferee who has been admitted as a Substituted Member is admitted in its stead, the assigning Member accordance with this Section 9.7 shall not cease to be a Member of the Company under the Act and shall retain have all the rights and powers and be subject to all the restrictions and liabilities of a member Member under the Act and hereunderthis Agreement holding Units; provided, provided that unless such assigning Substituted Member mayis a Permitted Transferee of an Investor Member, prior such Substituted Member shall not have any rights of an Investor Member except to the admission extent rights under Section 7.1 are assigned to such Substituted Member as permitted by such section. (c) Admission of a Substituted Member, assign its economic interest in its Interest, to the extent otherwise permitted under this Article 9. Any Person who is an assignee of any portion of the Interest of a Member pursuant to an assignment satisfying the requirements of this Article 9 shall become a Substituted Member only when (i) effective on the Managing Member has entered date such assignee as a Member Person’s name is recorded on the books and records of the Company. Upon the admission of a Substituted Member, which (i) the Managing Company shall amend Schedule A to reflect the name and address of, and number and class of Units held by, such Substituted Member is hereby directed and to do upon satisfaction eliminate or adjust, if necessary, the name, address and interest of the predecessor of such requirements, Substituted Member (such revisions to be presented to the Board no later than at the next regular meeting of the Board) and (ii) such assignee has paid all to the extent of the Company’s reasonable legal fees and filing costs Transfer to such Substituted Member, the transferor Member shall be relieved of its obligations under this Agreement. (d) The provisions of this Section 9.7 shall not apply in connection with the substitution as a member. Any assignee who acquires an interest in the Company by operation of law (but which acquisition is or would have been prohibited by this Article 9) shall not become a Substituted Member under any circumstance. (b) Any Person who is an assignee of any of the Interest of a Member Transfer pursuant to an assignment satisfying the requirements of this Article 9 but who does not become a Substituted Member (Registration Rights Agreement or pursuant to an assignment by operation of law, who shall not become a Substituted Member) and desires to make a further assignment of any such Interest, shall be subject to all Rule 144 promulgated under the provisions of this Article 9 to the same extent and in the same manner as any Member desiring to make an assignment of its InterestSecurities Act.

Substituted Members. (a) Any Member that assigns Members who Transfer all of its their Interests pursuant to an assignment or assignments permitted under this Agreement shall cease to be a Member Members of the Company except that unless and until a Substituted Member is admitted in its stead, the assigning Member shall not cease to be a Member of the Company under the Act and shall retain the rights and powers of a member Member under the Act and hereunder, provided that such assigning Member may, prior to the admission of a Substituted Member, assign its economic interest in its Interest, to the extent otherwise permitted under this Article 9. Any Person who is an assignee of any portion of the Interest of a Member pursuant to an assignment satisfying and who has satisfied the requirements of this Article 9 shall become a Substituted Member only when (i) GHGP (or, if GHGP has been divested of its Administrative Rights pursuant to Section 4.9(b), a designee of the Managing Member Whitehall Group) has entered such assignee as a Member on the books and records of the Company, which the Managing Member GHGP is hereby directed to do upon satisfaction of such requirements, and (ii) such assignee has shall have paid all of the Company’s reasonable legal fees and filing costs in connection with the substitution as a memberMember. Any assignee who acquires an interest in For the avoidance of doubt, if a Permitted Gengate Transferee at any time ceases to be a Permitted Gengate Transferee for any reason and had been previously admitted to the Company by operation of law (but which acquisition is or would have been prohibited by this Article 9) shall not become as a Substituted Member, such transferee shall automatically and immediately cease to be a Member under any circumstanceand, instead, shall be deemed an assignee of only the economic interest of the transferor. (b) Any Person who is an assignee of all or any portion of the Interest of a Member pursuant to an assignment satisfying the requirements of this Article 9 but who does not become a Substituted Member (or pursuant to an assignment by operation of law, who shall not become a Substituted Member) and desires to make a further assignment of any such Interest, shall be subject to all the provisions of this Article 9 to the same extent and in the same manner as any Member desiring to make an assignment of its Interest.

Substituted Members. (a) Any Prior to any Transfer of Interests by a Member, the transferor shall deliver to other Members a notice setting forth the identity of the transferee, and shall provide such other information as the other Members may reasonably request in connection with such Transfer. A transferee of Interests Transferred in accordance with this ARTICLE 7 shall be admitted as a Member that assigns all upon execution of a counterpart to this Agreement evidencing its Interests pursuant agreement to an assignment be bound hereby. Upon the admission of any such transferee as a Member, the transferring Member or assignments permitted Members shall be relieved of any obligation arising under this Agreement subsequent to such Transfer with respect to the Interests being transferred (provided that the transferee shall cease to be a assume all such obligations), and if the transferring Member of the Company except that unless and until a Substituted Member is admitted in its steadno longer holds any Interests, the assigning transferring Member shall not cease to be a Member relieved of the Company its obligations arising under the Act and shall retain the rights and powers of a member under the Act and hereunder, provided that such assigning Member may, prior to the admission of a Substituted Member, assign its economic interest in its Interest, this Agreement to the extent otherwise permitted under this Article 9provided in Section 14.3. Any Person who is Prior to any Transfer of an assignee of Interest or any portion of thereof (other than pursuant to the Interest Purchase Agreement or ARTICLE 8) and as a condition thereof, and prior to any admission of a Member pursuant to an assignment satisfying the requirements of this Article 9 shall become a Substituted Member only when (i) the Managing Member has entered such assignee as a Member, the Member on making such Transfer and the books assignee shall furnish the Manager, and records a majority in Class B Percentages of the Companynon-transferring Members, which with such documents regarding the Managing Member Transfer as the Manager or such majority of the non-transferring Members may reasonably request (in form and substance satisfactory to the Manager or such majority, as applicable), including a copy of the Transfer instrument, a ratification by the assignee of this Agreement (if the assignee is hereby directed to do upon satisfaction be admitted as a Member), reasonably satisfactory evidence that the Transfer will not cause the Company to be characterized for federal and applicable state income tax purposes as other than a partnership, reasonably satisfactory evidence that the Transfer complies with applicable federal and state securities laws and reasonably satisfactory evidence that the Transfer will not violate the FCC Rules (including adversely affecting the qualification of such requirementsthe License Company as a “very small business” under the relevant FCC Rules if, and to the extent, such qualification is then required for the License Company and its Subsidiaries to retain any Auction Benefits) or this Agreement. In connection with any Transfer (ii) such assignee has paid all other than pursuant to the Interest Purchase Agreement or ARTICLE 8), the Company shall, at the request of the CompanyMember making such Transfer and at such Member’s sole expense, use commercially reasonable legal fees and efforts to cause to be made any filing costs in connection with required by the substitution as a member. Any assignee who acquires an interest in the Company by operation of law (but which acquisition is or would have been prohibited by this Article 9) shall not become a Substituted Member under any circumstanceFCC. (b) Any Person who is an assignee of any of the Interest of a Member pursuant to an assignment satisfying the requirements of this Article 9 but who does not become a Substituted Member (or pursuant to an assignment by operation of law, who shall not become a Substituted Member) and desires to make a further assignment of any such Interest, shall be subject to all the provisions of this Article 9 to the same extent and in the same manner as any Member desiring to make an assignment of its Interest.

Substituted Members. (a) Any Prior to any Transfer of Interests by a Member, the transferor shall deliver to other Members a notice setting forth the identity of the transferee, and shall provide such other information as the other Members may reasonably request in connection with such Transfer. The transferee shall be admitted as a Member that assigns all upon execution of a counterpart to this Agreement evidencing its Interests pursuant agreement to an assignment be bound hereby. Upon the admission of any such transferee as a Member, the transferring Member or assignments permitted Members shall be relieved of any obligation arising under this Agreement subsequent to such Transfer with respect to the Interests being transferred (provided that the transferee shall cease assume all such obligations), and if the transferring Member no longer holds any Interests, the transferring Member shall be relieved of its obligations arising under this Agreement to the extent provided in Section 15.3. In connection with any Transfer of an Interest or any portion thereof (other than pursuant to ARTICLE 9), and any admission of an assignee as a Member, the Member making such Transfer and the assignee shall furnish the Manager, and a majority in Percentage Interest of the non-transferring Members, with such documents regarding the Transfer as the Manager may reasonably request (in form and substance satisfactory to the Manager), including a copy of the Transfer instrument, a ratification by the assignee of this Agreement (if the assignee is to be admitted as a Member), a legal opinion that the Transfer complies with applicable federal and state securities laws, a legal opinion that the Transfer will not result in the Company's termination under Section 708 of the Code (unless the Member making such Transfer and the assignee agree, by execution and delivery of a written instrument, in form and substance reasonably satisfactory to the Manager and a majority in Percentage Interest of the non-transferring Members, to indemnify the Company and the other Members with respect to any liabilities, obligations, damages, losses, costs and expenses, including but not limited to reasonable attorneys' fees and court costs, arising out of such a termination of the Company except resulting from such transfer) and a legal opinion that unless and until a Substituted Member is admitted in its stead, the assigning Member shall Transfer will not cease to be a Member violate the FCC Rules (including adversely affecting the status of the Company in the Auction as an entrepreneur and very small business under the Act and shall retain the rights and powers of a member under the Act and hereunder, provided that such assigning Member may, prior to the admission of a Substituted Member, assign its economic interest in its Interest, to the extent otherwise permitted under this Article 9. Any Person who is an assignee of any portion of the Interest of a Member pursuant to an assignment satisfying the requirements of this Article 9 shall become a Substituted Member only when (irelevant FCC Rules) the Managing Member has entered such assignee as a Member on the books and records of the Company, which the Managing Member is hereby directed to do upon satisfaction of such requirements, and (ii) such assignee has paid all of the Company’s reasonable legal fees and filing costs in connection with the substitution as a member. Any assignee who acquires an interest in the Company by operation of law (but which acquisition is or would have been prohibited by this Article 9) shall not become a Substituted Member under any circumstance. (b) Any Person who is an assignee of any of the Interest of a Member pursuant to an assignment satisfying the requirements of this Article 9 but who does not become a Substituted Member (or pursuant to an assignment by operation of law, who shall not become a Substituted Member) and desires to make a further assignment of any such Interest, shall be subject to all the provisions of this Article 9 to the same extent and in the same manner as any Member desiring to make an assignment of its Interest.this

Substituted Members. (a) Any No Member that assigns all of its Interests pursuant shall have the right to an assignment or assignments permitted under this Agreement shall cease to be substitute a transferee other than a Permitted Transferee as a Member in its place. A transferee of the Company except that unless and until interest of a Member may be admitted as a Substituted Member is only with the consent of the Operating Managing Member; provided, however, that a Permitted Transferee may be admitted in its stead, as a Substituted Member pursuant to a Permitted Transfer without the assigning consent of the Operating Managing Member. The failure or refusal by the Operating Managing Member to permit a transferee of any such interests to become a Substituted Member shall not cease give rise to be a Member any cause of action against the Company under or the Act Operating Managing Member. Subject to the foregoing, an Assignee shall not be admitted as a Substituted Member until and shall retain unless it furnishes to the rights Operating Managing Member (i) evidence of acceptance, in form and powers substance satisfactory to the Operating Managing Member, of all the terms, conditions and applicable obligations of this Agreement, (ii) a member under counterpart signature page to this Agreement executed by such Assignee and (iii) such other documents and instruments as the Act Operating Managing Member may require to effect such Assignee’s admission as a Substituted Member. (b) Concurrently with, and hereunderas evidence of, provided that such assigning Member may, prior to the admission of a Substituted Member, assign its economic interest in its Interest, to the extent otherwise permitted under this Article 9. Any Person who is an assignee of any portion of the Interest of a Member pursuant to an assignment satisfying the requirements of this Article 9 shall become a Substituted Member only when (i) the Operating Managing Member has entered such assignee as a Member on shall amend the Register and the books and records of the CompanyCompany to reflect the name, which the Managing Member is hereby directed to do upon satisfaction address and number of Units of such requirementsSubstituted Member and to eliminate or adjust, if necessary, the name, address and (ii) such assignee has paid all number of Units of the Company’s reasonable legal fees and filing costs in connection with the substitution predecessor of such Substituted Member. (c) A transferee who has been admitted as a member. Any assignee who acquires an interest in the Company by operation of law (but which acquisition is or would have been prohibited by this Article 9) shall not become a Substituted Member under any circumstance. (b) Any Person who is an assignee of any of the Interest of a Member pursuant to an assignment satisfying the requirements of in accordance with this Article 9 but who does not become a Substituted Member (or pursuant to an assignment by operation of law, who 11 shall not become a Substituted Member) have all the rights and desires to make a further assignment of any such Interest, shall powers and be subject to all the provisions restrictions and liabilities of a Member under this Article 9 to the same extent and in the same manner as any Member desiring to make an assignment of its InterestAgreement.

Substituted Members. (a) Any Prior to any Transfer of Interests by a Member, the transferor shall deliver to other Members a notice setting forth the identity of the transferee, and shall provide such other information as the other Members may reasonably request in connection with such Transfer. A transferee of Interests Transferred in accordance with this ARTICLE 7 shall be admitted as a Member that assigns all upon execution of a counterpart to this Agreement evidencing its Interests pursuant agreement to an assignment be bound hereby. Upon the admission of any such transferee as a Member, the transferring Member or assignments permitted Members shall be relieved of any obligation arising under this Agreement subsequent to such Transfer with respect to the Interests being transferred (provided that the transferee shall cease to be a assume all such obligations), and if the transferring Member of the Company except that unless and until a Substituted Member is admitted in its steadno longer holds any Interests, the assigning transferring Member shall not cease to be a Member relieved of the Company its obligations arising under the Act and shall retain the rights and powers of a member under the Act and hereunder, provided that such assigning Member may, prior to the admission of a Substituted Member, assign its economic interest in its Interest, this Agreement to the extent otherwise permitted under this Article 9provided in Section 14.3. Any Person who is Prior to any Transfer of an Interest or any portion thereof (other than pursuant to the Interest Purchase Agreement or ARTICLE 8) and as a condition thereof, and prior to any admission of an assignee as a Member, the Member making such Transfer and the assignee shall furnish the Manager, and a majority in Class B Percentages of the non-transferring Members, with such documents regarding the Transfer as the Manager or such majority of the non-transferring Members may reasonably request (in form and substance satisfactory to the Manager or such majority, as applicable), including a copy of the Transfer instrument, a ratification by the assignee of this Agreement (if the assignee is to be admitted as a Member), reasonably satisfactory evidence that the Transfer will not cause the Company to be characterized for federal and applicable state income tax purposes as other than a partnership, reasonably satisfactory evidence that the Transfer complies with applicable federal and state securities laws and reasonably satisfactory evidence that the Transfer will not violate the FCC Rules (including adversely affecting the qualification of the License Company as a “very small business” under the relevant FCC Rules if, and to the extent, such qualification is then required for the License Company and its Subsidiaries to retain any Auction Benefits) or this Agreement. In connection with any Transfer (other than pursuant to the Interest Purchase Agreement or ARTICLE 8), the Company shall, at the request of the Member making such Transfer and at such Member’s sole expense, use commercially reasonable efforts to cause to be made any filing required by the FCC. *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the Interest text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a Member request for confidential treatment pursuant to an assignment satisfying Rule 24b-2 under the requirements of this Article 9 shall become a Substituted Member only when (i) the Managing Member has entered such assignee as a Member on the books and records of the Company, which the Managing Member is hereby directed to do upon satisfaction of such requirements, and (ii) such assignee has paid all of the Company’s reasonable legal fees and filing costs in connection with the substitution as a member. Any assignee who acquires an interest in the Company by operation of law (but which acquisition is or would have been prohibited by this Article 9) shall not become a Substituted Member under any circumstanceSecurities Exchange Act. (b) Any Person who is an assignee of any of the Interest of a Member pursuant to an assignment satisfying the requirements of this Article 9 but who does not become a Substituted Member (or pursuant to an assignment by operation of law, who shall not become a Substituted Member) and desires to make a further assignment of any such Interest, shall be subject to all the provisions of this Article 9 to the same extent and in the same manner as any Member desiring to make an assignment of its Interest.

Substituted Members. (a) Any No Member that assigns all of its Interests pursuant shall have the right to an assignment or assignments permitted under this Agreement shall cease to be substitute a transferee as a Member of in his or its place. The Class A Members shall, however, have the Company except that unless and until a Substituted Member is admitted in its stead, the assigning Member shall not cease right to be a Member of the Company under the Act and shall retain the rights and powers of a member under the Act and hereunder, provided that such assigning Member may, prior consent to the admission of a Substituted Member, assign its economic interest in its Interest, to the extent otherwise permitted under this Article 9. Any Person who is an assignee of any portion transferee of the Interest interest of a Member pursuant to an assignment satisfying this Section 11.3 as a Substituted Member, which consent may be given or withheld by the requirements Class A Members. The Class A Members’ failure or refusal to permit a transferee of this Article 9 shall any such interests to become a Substituted Member shall not give rise to any cause of action against the Company, any Member or the Class A Members. A Person shall be admitted to the Company as a Substituted Member only when upon the aforementioned consent of the Manager and the furnishing to the Manager of (i) evidence of acceptance in form satisfactory to the Managing Member has entered Manager of all of the terms and conditions of this Agreement, including, without limitation, the power of attorney granted in Section 2.4 and (ii) such assignee other documents reasonably requested by the Manager in order to effect such Person’s admission as a Substituted Member. The admission of any Person as a Substituted Member shall become effective on the date upon which the name of such Person is recorded on the books and records of the Company, which following the Managing Member is hereby directed to do upon satisfaction of such requirements, and (ii) such assignee has paid all consent of the Company’s reasonable legal fees and filing costs in connection with the substitution as a member. Any assignee who acquires an interest in the Company by operation of law (but which acquisition is or would have been prohibited by this Article 9) shall not become a Substituted Member under any circumstanceManager to such admission. (b) Any Person A transferee who is an assignee of any of the Interest of a Member pursuant to an assignment satisfying the requirements of this Article 9 but who does not become has been admitted as a Substituted Member (or pursuant to an assignment by operation of law, who in accordance with this Article 11 shall not become a Substituted Member) have all the rights and desires to make a further assignment of any such Interest, shall powers and be subject to all the provisions restrictions and liabilities of a Member under this Article 9 Agreement. (c) Upon the admission of a Substituted Member, the Manager shall amend Exhibit A to reflect the same extent name, address, number of Membership Units and in Percentage Interest (as applicable) of such Substituted Member and to eliminate or adjust, if necessary, the same manner as any Member desiring to make an assignment name, address and interest of its Interestthe predecessor of such Substituted Member.

Substituted Members. (a) Any Prior to any Transfer of Interests by a Member, the transferor shall deliver to other Members a notice setting forth the identity of the transferee, and shall provide such other information as the other Members may reasonably request in connection with such Transfer. A transferee of Interests Transferred in accordance with this ARTICLE 7 shall be admitted as a Member that assigns all upon execution of a counterpart to this Agreement evidencing its Interests pursuant agreement to an assignment be bound hereby. Upon the admission of any such transferee as a Member, the transferring Member or assignments permitted Members shall be relieved of any obligation arising under this Agreement subsequent to such Transfer with respect to the Interests being transferred (provided that the transferee shall cease to be a assume all such obligations), and if the transferring Member of the Company except that unless and until a Substituted Member is admitted in its steadno longer holds any Interests, the assigning transferring Member shall not cease to be a Member relieved of the Company its obligations arising under the Act and shall retain the rights and powers of a member under the Act and hereunder, provided that such assigning Member may, prior to the admission of a Substituted Member, assign its economic interest in its Interest, this Agreement to the extent otherwise permitted under this Article 9provided in Section 14.3. Any Person who is Prior to any Transfer of an assignee of Interest or any portion of thereof (other than pursuant to the Interest Purchase Agreement or ARTICLE 8) and as a condition thereof, and prior to any admission of a Member pursuant to an assignment satisfying the requirements of this Article 9 shall become a Substituted Member only when (i) the Managing Member has entered such assignee as a Member, the Member on making such Transfer and the books assignee shall furnish the Manager, and records a majority in Percentage Interest of the Companynon-transferring Members, which with such documents regarding the Managing Member Transfer as the Manager or such majority of the non-transferring Members may reasonably request (in form and substance satisfactory to the Manager or such majority, as applicable), including a copy of the Transfer instrument, a ratification by the assignee of this Agreement (if the assignee is hereby directed to do upon satisfaction be admitted as a Member), a legal opinion that the Transfer will not cause the Company to be characterized for federal and applicable state income tax purposes as other than a partnership, a legal opinion that the Transfer complies with applicable federal and state securities laws and a legal opinion that the Transfer will not violate the FCC Rules (including adversely affecting the qualification of such requirementsthe License Company as a “very small business” under the relevant FCC Rules if, and to the extent, such qualification is then required for the License Company and its Subsidiaries to retain any Auction Benefits) or this Agreement. In connection with any Transfer (ii) such assignee has paid all other than pursuant to the Interest Purchase Agreement or ARTICLE 8), the Company shall, at the request of the CompanyMember making such Transfer and at such Member’s sole expense, use commercially reasonable legal fees and efforts to cause to be made any filing costs in connection with required by the substitution as a member. Any assignee who acquires an interest in the Company by operation of law (but which acquisition is or would have been prohibited by this Article 9) shall not become a Substituted Member under any circumstanceFCC. (b) Any Person who is an assignee of any of the Interest of a Member pursuant to an assignment satisfying the requirements of this Article 9 but who does not become a Substituted Member (or pursuant to an assignment by operation of law, who shall not become a Substituted Member) and desires to make a further assignment of any such Interest, shall be subject to all the provisions of this Article 9 to the same extent and in the same manner as any Member desiring to make an assignment of its Interest.

Substituted Members. (a) Any No Member that assigns all shall have the right to substitute a transferee of its Membership Interests, in whole or in part, as a Member, other than a Permitted Transferee. A transferee of any Member’s Membership Interests pursuant to an assignment or assignments permitted under this Agreement shall cease to may be a Member of the Company except that unless and until admitted as a Substituted Member is admitted in its stead, only with the assigning Member shall not cease to be a Member prior written consent of the Company under the Act and Board of Managers; provided, however, that a Permitted Transferee shall retain the rights and powers of a member under the Act and hereunder, provided that such assigning Member may, prior to the admission of be admitted as a Substituted Member, assign its economic interest in its Interest, to the extent otherwise permitted under this Article 9. Any Person who is an assignee of any portion of the Interest of a Member pursuant to an assignment satisfying a Permitted Transfer without the requirements consent of the Board of Managers, subject to compliance with the last sentence of this Article 9 shall Section 11.4(a). The failure or refusal by the Board of Managers to permit a transferee of any such Membership Interests to become a Substituted Member only when shall not give rise to any cause of action against the Company, the Board of Managers or any member of the Parent Corporation Group. Subject to the foregoing, an Assignee shall not be admitted as a Substituted Member until and unless it furnishes to the Board of Managers (i) evidence of acceptance, in form and substance satisfactory to the Managing Member has entered Board of Managers, of all the terms, conditions and applicable obligations hereof, (ii) a counterpart signature page hereto executed by such assignee as a Member on the books and records of the CompanyAssignee, which the Managing Member is hereby directed to do upon satisfaction of such requirements(iii) Consent by Spouse, if applicable, and (iiiv) such assignee has paid all other documents and instruments as the Board of the CompanyManagers may require to effect such Assignee’s reasonable legal fees and filing costs in connection with the substitution admission as a member. Any assignee who acquires an interest in the Company by operation of law (but which acquisition is or would have been prohibited by this Article 9) shall not become a Substituted Member under any circumstanceMember. (b) Any Person who is an assignee of any of the Interest of a Member pursuant to an assignment satisfying the requirements of this Article 9 but who does not become a A Substituted Member (or pursuant to an assignment by operation of lawshall have the same rights, who shall not become a Substituted Member) preferences and desires to make a further assignment of any such Interestprivileges, and shall be subject to all the provisions of this Article 9 to the same extent covenants and in agreements, set forth herein as the same manner as any Member desiring to make an assignment of its Interestapplicable Members.

Substituted Members. (a) Any A. No Member that assigns all of its Interests pursuant shall have the right to an assignment or assignments permitted under this Agreement shall cease to be substitute a transferee other than a Permitted Transferee as a Member in its place. A transferee of the Company except that unless and until interest of a Member may be admitted as a Substituted Member is only upon the prior written consent of the Manager; provided, however, that a Permitted Transferee may be admitted in its stead, as a Substituted Member pursuant to a Permitted Transfer without the assigning consent of the Manager. The failure or refusal by the Manager to permit a transferee of any such interests to become a Substituted Member shall not cease give rise to any cause of action against the Company or the Manager. Subject to the foregoing, an Assignee shall not be admitted as a Substituted Member until and unless it furnishes to the Manager (i) a written agreement, in form and substance satisfactory to the Manager, to be a Member bound by all of the Company under terms, conditions and applicable obligations of this Agreement, (ii) a counterpart signature page to this Agreement executed by such Assignee and (iii) such other documents and instruments as the Act Manager may require to effect such Assignee’s admission as a Substituted Member. B. Concurrently with, and shall retain the rights and powers of a member under the Act and hereunderas evidence of, provided that such assigning Member may, prior to the admission of a Substituted Member, assign its economic interest in its Interest, to the extent otherwise permitted under this Article 9. Any Person who is an assignee of any portion of Manager shall amend the Interest of a Member pursuant to an assignment satisfying the requirements of this Article 9 shall become a Substituted Member only when (i) the Managing Member has entered such assignee as a Member on Register and the books and records of the CompanyCompany to reflect the name, which the Managing Member is hereby directed to do upon satisfaction address and number of Units of such requirementsSubstituted Member and to eliminate or adjust, if necessary, the name, address and (ii) such assignee has paid all number of Units of the Company’s reasonable legal fees and filing costs in connection with the substitution predecessor of such Substituted Member. C. A transferee who has been admitted as a member. Any assignee who acquires an interest in the Company by operation of law (but which acquisition is or would have been prohibited by this Article 9) shall not become a Substituted Member under any circumstance. (b) Any Person who is an assignee of any of the Interest of a Member pursuant to an assignment satisfying the requirements of in accordance with this Article 9 but who does not become a Substituted Member (or pursuant to an assignment by operation of law, who 11 shall not become a Substituted Member) have all the rights and desires to make a further assignment of any such Interest, shall powers and be subject to all the provisions restrictions, obligations and liabilities of a Member (other than the Manager or the Parent) under this Article 9 to the same extent and in the same manner as any Member desiring to make an assignment of its InterestAgreement.

Substituted Members. (a) Any A transferee of the limited liability company interest of a Member that assigns in accordance with Section 13.2 may be admitted as a Substituted Member only with the consent of the Managing Member, which consent may be given or withheld by the Managing Member in its sole and absolute discretion. The failure or refusal by the Managing Member to permit a transferee of any such interests to become a Substituted Member shall not give rise to any cause of action against the Company. Subject to the foregoing, an Assignee shall not be admitted as a Substituted Member until and unless it furnishes to the Managing Member (i) evidence of acceptance, in form and substance satisfactory to the Managing Member, of all the terms, conditions and applicable obligations of its Interests pursuant this Agreement, including the power of attorney granted in Section 2.4, (ii) a counterpart signature page to an assignment or assignments permitted under this Agreement executed by such Assignee, and (iii) such other documents and instruments as may be required or advisable, as determined by the Managing Member, to effect such Assignee’s admission as a Substituted Member. 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 member of the Company. (b) One or more substitute managing members of the Company except that unless and until may be admitted as a Substituted Managing Member is admitted in its stead, from time to time by the assigning then-acting Managing Member shall not cease to be a Member without any vote or consent of the Company under other Members, upon the Act execution of a counterpart signature page to this Agreement by such Substituted Managing Member and the Managing Member being substituted. (c) A transferee who has been admitted as Substituted Member or Substituted Managing Member in accordance with this Article XIII shall retain have all the rights and powers and be subject to all the restrictions and liabilities of a member Member or the Managing Member, as applicable, under the Act and hereunder, provided that such assigning Member may, prior to this Agreement. (d) Upon the admission of a Substituted Member or Substituted Managing Member, assign its economic interest in its Interest, to the extent otherwise permitted under this Article 9. Any Person who is an assignee of any portion of the Interest of a Member pursuant to an assignment satisfying the requirements of this Article 9 shall become a Substituted Member only when (i) the Managing Member has entered shall amend the Books and Records to reflect the name, address and number of Units of such assignee as a Substituted Member on or Substituted and to eliminate or adjust, if necessary, the books name, address and records number of Units of the Company, which the Managing Member is hereby directed to do upon satisfaction predecessor of such requirements, and (ii) such assignee has paid all of the Company’s reasonable legal fees and filing costs in connection with the substitution as a member. Any assignee who acquires an interest in the Company by operation of law (but which acquisition is or would have been prohibited by this Article 9) shall not become a Substituted Member under any circumstance. (b) Any Person who is an assignee of any of the Interest of a Member pursuant to an assignment satisfying the requirements of this Article 9 but who does not become a Substituted Member (or pursuant to an assignment by operation of law, who shall not become a Substituted Member) and desires to make a further assignment of any such Interest, shall be subject to all the provisions of this Article 9 to the same extent and in the same manner as any Member desiring to make an assignment of its Interest.

Substituted Members. (a) Any Member that assigns all An assignee of its Interests pursuant to an assignment any Membership Interest or assignments permitted under this Agreement shall cease to be a Member of other interest in the Company except that unless and until (or any portion thereof), in accordance with the provisions of this Article VIII, shall become a Substituted Member is admitted entitled to all the rights of a Member with respect to such assigned interest if and only if (i) the assignor gives the assignee such right, (ii) a Required Interest has granted its prior written consent to such assignment and substitution, which consent may be withheld in its steadthe sole discretion of the Members constituting a Required Interest, and (iii) the assigning assignee has agreed in writing to be bound by the provisions of this Agreement. Notwithstanding clause (ii) above, (x) any Permitted Transferee pursuant to clauses (i)-(v) of Section 8.1(b) or any Transferee of a Membership Interest as permitted or required by Article X (other than in connection with a Terminating Event pursuant to Section 10.3) shall become a Substituted Member entitled to all the rights of a Member with respect to the assigned Membership Interest or other interest in the Company without the consent of the Manager or the Members and (y) any Permitted Transferee pursuant to clauses (vi), (vii), (viii), (ix) or (x) of Section 8.1(b) shall become a Substituted Member entitled to all the rights of a Member with respect to the assigned Membership Interest or other interest in the Company with the consent of a Required Interest, which consent shall not cease be unreasonably withheld. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. (b) The Company shall be entitled to be treat the record owner of any Membership Interest or other interest in the Company as the absolute owner thereof and shall incur no liability for distributions of cash or other property made in good faith to such owner until such time as a Member written assignment of such Membership Interest, which assignment is consented to as required by and is permitted pursuant to the terms and conditions of this Article VIII, has been received by and has been recorded on the books of the Company under the Act and shall retain the rights and powers of a member under the Act and hereunder, provided that such assigning Member may, prior to Company. (c) Upon the admission of a Substituted Member, assign Schedule 1 shall be amended to reflect the name, address and Sharing Percentage and other interests in the Company of such Substituted Member and to eliminate the name and address of and other information relating to the assigning Member with regard to the assigned Membership Interest and other interests in the Company. (d) Notwithstanding anything to the contrary in this Agreement and unless consented to in writing by a Required Interest (which consent shall not be unreasonably withheld), any Member effectuating a Transfer of its economic interest in its Membership Interest, to the extent otherwise whether or not permitted hereunder, shall remain liable under this Article 9. Any Person who is an assignee of any portion Agreement with respect to all of the Interest obligations and responsibilities of a Member pursuant related to an assignment satisfying the requirements of this Article 9 shall become a Substituted Member only when Membership Interest so Transferred (i) including the Managing Member has entered such assignee as a Member on the books and records of the Company, which the Managing Member is hereby directed to do upon satisfaction of such requirements, and (ii) such assignee has paid all of the Company’s reasonable legal fees and filing costs in connection with the substitution as a member. Any assignee who acquires an interest in the Company by operation of law (but which acquisition is or would have been prohibited by this Article 9) shall not become a Substituted Member under any circumstance. (b) Any Person who is an assignee of any of the Interest of a Member pursuant to an assignment satisfying the requirements of this Article 9 but who does not become a Substituted Member (or pursuant to an assignment by operation of law, who shall not become a Substituted Member) and desires obligation to make a further assignment of any such Interest, shall be subject to all the provisions of this Article 9 to the same extent and in the same manner as any Member desiring to make an assignment of its InterestCapital Contributions).

Substituted Members. (a) Any Member that assigns all of its Membership Interests pursuant to an assignment or assignments permitted under this Agreement shall cease to be a Member of the Company except that unless and until a Substituted Member is admitted in its stead, the assigning Member shall not cease to be a Member of the Company under the Act and shall retain the rights and powers of a member under the Act and hereunder, provided that such assigning Member may, prior to the admission of a Substituted Member, assign its economic interest in its Membership Interest, to the extent otherwise permitted under this Article 911. Any Person who is an assignee of any portion of the Membership Interest of a Member pursuant to an assignment satisfying the requirements of this Article 9 11 shall become a Substituted Member only when (i) the Managing Member has entered such assignee as a Member on the books and records of the Company, which the Managing Member is hereby directed to do upon satisfaction of such requirements, and (ii) such assignee has paid all of the Company’s 's reasonable legal fees and filing costs in connection with the substitution as a member. Any assignee who acquires an interest in the Company by operation of law (but which acquisition is or would have been prohibited by this Article 9) shall not become a Substituted Member under any circumstance. (b) Any Person who is an assignee of any of the Membership Interest of a Member pursuant to an assignment satisfying the requirements of this Article 9 11 but who does not become a Substituted Member (or pursuant to an assignment by operation of law, who shall not become a Substituted Member) and desires to make a further assignment of any such Interest, Membership Interest shall be subject to all the provisions of this Article 9 11 to the same extent and in the same manner as any Member desiring to make an assignment of its Membership Interest.

Substituted Members. (a) Any No Member that assigns all of its Interests pursuant shall have the right to an assignment or assignments permitted under this Agreement shall cease to be substitute a transferee other than a Permitted Transferee as a Member in its place. A transferee of all or a portion of the Company except that unless and until interest of a Member will be admitted as a Substituted Member is only with the consent of the Manager; provided, however, that a Permitted Transferee may be admitted in its stead, as a Substituted Member pursuant to a Permitted Transfer without the assigning consent of the Manager. The failure or refusal by the Manager to permit a transferee of any such interests (other than a Permitted Transferee pursuant to a Permitted Transfer) to become a Substituted Member shall not cease give rise to be a Member any cause of action against the Company under or the Act Manager. Subject to the foregoing, an Assignee shall not be admitted as a Substituted Member until and shall retain unless it furnishes to the rights Manager (i) evidence of acceptance, in form and powers substance satisfactory to the Manager, of all the terms, conditions and applicable obligations of this Agreement, (ii) a member under counterpart signature page to this Agreement executed by such Assignee and (iii) such other documents and instruments as the Act Manager may reasonably require to effect such Assignee’s admission as a Substituted Member. (b) Concurrently with, and hereunderas evidence of, provided that such assigning Member may, prior to the admission of a Substituted Member, assign its economic interest in its Interest, to the extent otherwise permitted under this Article 9. Any Person who is an assignee of any portion of Manager shall amend the Interest of a Member pursuant to an assignment satisfying the requirements of this Article 9 shall become a Substituted Member only when (i) the Managing Member has entered such assignee as a Member on Register and the books and records of the CompanyCompany to reflect the name, which the Managing Member is hereby directed to do upon satisfaction address and number of Units of such requirementsSubstituted Member and to eliminate or adjust, if necessary, the name, address and (ii) such assignee has paid all number of Units of the Company’s reasonable legal fees and filing costs in connection with the substitution predecessor of such Substituted Member. (c) A transferee who has been admitted as a member. Any assignee who acquires an interest in the Company by operation of law (but which acquisition is or would have been prohibited by this Article 9) shall not become a Substituted Member under any circumstance. (b) Any Person who is an assignee of any of the Interest of a Member pursuant to an assignment satisfying the requirements of in accordance with this Article 9 but who does not become a Substituted Member (or pursuant to an assignment by operation of law, who 11 shall not become a Substituted Member) have all the rights and desires to make a further assignment of any such Interest, shall powers and be subject to all the provisions restrictions and liabilities of a Member under this Article 9 to the same extent and in the same manner as any Member desiring to make an assignment of its InterestAgreement.

Substituted Members. (a) Any No Member that assigns all of its Interests pursuant shall have the right to an assignment or assignments permitted under this Agreement shall cease to be a Member of the Company except that unless and until a Substituted Member is admitted substitute in its steadplace a purchaser, the assigning Member shall not cease to be a Member assignee, transferee, donee, heir, legatee, or other recipient of the Company under the Act and shall retain the rights and powers of a member under the Act and hereunder, provided that such assigning Member may, prior to the admission of a Substituted Member, assign its economic interest in its Interest, to the extent otherwise permitted under this Article 9. Any Person who is an assignee of all or any portion of the Membership Interest of such Member. Any such purchaser, assignee, transferee, donee, legatee, distributee or other recipient of an interest shall be admitted to the Company as a Member pursuant to an assignment satisfying the requirements of this Article 9 shall become a Substituted substituted Member only when (i) with the Managing Member has entered such assignee as consent of Members owning a Member on the books and records Majority of the CompanySharing Ratios owned by all of such other Members, which the Managing consent may be granted or withheld by any Member is hereby directed to do upon satisfaction of such requirements, and (ii) such assignee has paid all of the Company’s reasonable legal fees and filing costs in connection with the substitution as a member. Any assignee who acquires an interest in the Company by operation of law (but which acquisition is or would have been prohibited by this Article 9) shall not become a Substituted Member under any circumstanceits sole discretion. (b) Any Person who is an assignee of any of the Interest of No person shall become a substituted Member pursuant to an assignment satisfying until such person has satisfied the requirements of this Article 9 but Article; provided, however, that for the purpose of allocating Profits, Losses and other items and distributing cash available for distribution, a person shall be treated as having become, and as appearing in the records of the Company as, a Member, as the case may be, on such date as the sale, assignment or transfer to such person was recognized by the Company pursuant to Section 7.2. (c) Any purchaser, assignee, transferee, donee, heir, legatee or other recipient of all or any portion of a Membership Interest who does is not become admitted to the Company as a Substituted substituted Member (or pursuant 1) shall be entitled only to an assignment by operation of lawallocations and distributions with respect to such Membership Interest in accordance with this Agreement, who (2) shall not become have any right to vote on, consent to or approve any matter or decision (it being intended that the Sharing Ratio of such person shall be ignored for purposes of determining whether the requisite vote, consent or approval of the Members has been obtained), (3) shall not have any other rights of a Substituted MemberMember under the Act or this Agreement, except as expressly provided in this Section 7.3(c), but (4) and desires to make a further assignment of any such Interest, shall be subject to all of the duties and obligations of a Member under this Agreement, the Certificate of Formation of the Company and applicable law, including but not limited to, the provisions of this Article 9 7 to the same extent and in the same manner as any Member desiring to make an assignment of its InterestMember.

Substituted Members. (a) Any Except as otherwise provided in Section 6.1, no Member that assigns all of its Interests pursuant shall have the right to an assignment or assignments permitted under this Agreement shall cease to be a Member of the Company except that unless and until a Substituted Member is admitted substitute in its steadplace a purchaser, the assigning Member shall not cease to be a Member assignee, transferee, donee, heir, legatee, or other recipient of the Company under the Act and shall retain the rights and powers of a member under the Act and hereunder, provided that such assigning Member may, prior to the admission of a Substituted Member, assign its economic interest in its Interest, to the extent otherwise permitted under this Article 9. Any Person who is an assignee of all or any portion of the Membership Interest of such Member. Any such purchaser, assignee, transferee, donee, legatee, distributee or other recipient of an interest shall be admitted to the Company as a Member pursuant to an assignment satisfying the requirements of this Article 9 shall become a Substituted substituted Member only when (i) with the Managing Member has entered such assignee as consent of a Member on the books and records Majority in Interest of the CompanyMembers, which the Managing consent may be granted or withheld by any Member is hereby directed to do upon satisfaction of such requirements, and (ii) such assignee has paid all of the Company’s reasonable legal fees and filing costs in connection with the substitution as a member. Any assignee who acquires an interest in the Company by operation of law (but which acquisition is or would have been prohibited by this Article 9) shall not become a Substituted Member under any circumstanceits sole discretion. (b) Any Person who is an assignee of any of the Interest of No person shall become a substituted Member pursuant to an assignment satisfying until such person has satisfied the requirements of this Article 9 but Article; provided, however, that for the purpose of allocating Profits, Losses and other items and distributing cash available for distribution, a person shall be treated as having become, and as appearing in the records of the Company as, a Member, as the case may be, on such date as the sale, assignment or transfer to such person was recognized by the Company pursuant to Section 7.2. (c) Any purchaser, assignee, transferee, donee, heir, legatee or other recipient of all or any portion of a Membership Interest who does is not become admitted to the Company as a Substituted substituted Member (or pursuant 1) shall be entitled only to an assignment by operation of lawallocations and distributions with respect to such Membership Interest in accordance with this Agreement, who (2) shall not become have any right to vote on, consent to or approve any matter or decision (it being intended that the Sharing Ratio of such person shall be ignored for purposes of determining whether the requisite vote, consent or approval of the Members has been obtained), (3) shall not have any other rights of a Substituted MemberMember under the Act or this Agreement, except as expressly provided in this Section 7.3, but (4) and desires to make a further assignment of any such Interest, shall be subject to all of the duties, obligations and restrictions applicable to a Member under this Agreement, the Articles of Organization of the Company and applicable law, including but not limited to, the provisions of this Article 9 3 to the same extent and in the same manner as any Member desiring to make an assignment of its Interest.Member

Substituted Members. (a) Any Except as otherwise provided in Section 6.1, no Member that assigns all of its Interests pursuant shall have the right to an assignment or assignments permitted under this Agreement shall cease to be a Member of the Company except that unless and until a Substituted Member is admitted substitute in its steadplace a purchaser, the assigning Member shall not cease to be a Member assignee, transferee, donee, heir, legatee, or other recipient of the Company under the Act and shall retain the rights and powers of a member under the Act and hereunder, provided that such assigning Member may, prior to the admission of a Substituted Member, assign its economic interest in its Interest, to the extent otherwise permitted under this Article 9. Any Person who is an assignee of all or any portion of the Membership Interest of such Member. Any such purchaser, assignee, transferee, donee, legatee, distributee or other recipient of an interest shall be admitted to the Company as a Member pursuant to an assignment satisfying the requirements of this Article 9 shall become a Substituted substituted Member only when (i) with the Managing Member has entered such assignee as consent of a Member on the books and records Majority in Interest of the CompanyMembers, which the Managing consent may be granted or withheld by any Member is hereby directed to do upon satisfaction of such requirements, and (ii) such assignee has paid all of the Company’s reasonable legal fees and filing costs in connection with the substitution as a member. Any assignee who acquires an interest in the Company by operation of law (but which acquisition is or would have been prohibited by this Article 9) shall not become a Substituted Member under any circumstanceits sole discretion. (b) Any Person who is an assignee of any of the Interest of No person shall become a substituted Member pursuant to an assignment satisfying until such person has satisfied the requirements of this Article 9 but Article; provided, however, that for the purpose of allocating Profits, Losses and other items and distributing cash available for distribution, a person shall be treated as having become, and as appearing in the records of the Company as, a Member, as the case may be, on such date as the sale, assignment or transfer to such person was recognized by the Company pursuant to Section 7.2. (c) Any purchaser, assignee, transferee, donee, heir, legatee or other recipient of all or any portion of a Membership Interest who does is not become admitted to the Company as a Substituted substituted Member (or pursuant 1) shall be entitled only to an assignment by operation of lawallocations and distributions with respect to such Membership Interest in accordance with this Agreement, who (2) shall not become have any right to vote on, consent to or approve any matter or decision (it being intended that the Sharing Ratio of such person shall be ignored for purposes of determining whether the requisite vote, consent or approval of the Members has been obtained), (3) shall not have any other rights of a Substituted MemberMember under the Act or this Agreement, except as expressly provided in this Section 7.3, but (4) and desires to make a further assignment of any such Interest, shall be subject to all of the duties, obligations and restrictions applicable to a Member under this Agreement, the Articles of Organization of the Company and applicable law, including but not limited to, the provisions of this Article 9 3 to the same extent and in the same manner as any Member desiring to make an assignment of its InterestMember.

Substituted Members. (a) Any No Member that assigns all of its Interests pursuant shall have the right to an assignment or assignments permitted under this Agreement shall cease to be substitute a transferee other than a Permitted Transferee as a Member in its place. A transferee of the Company except that unless and until interest of a Member may be admitted as a Substituted Member is only with the prior written consent of the Managing Member; provided, however, that a Permitted Transferee may be admitted in its stead, as a Substituted Member pursuant to a Permitted Transfer without the assigning prior written consent of the Managing Member. The failure or refusal by the Managing Member to permit a transferee of any such interests to become a Substituted Member shall not cease give rise to be a Member any cause of action against the Company under or the Act Managing Member. Subject to the foregoing, an Assignee shall not be admitted as a Substituted Member until and shall retain unless it furnishes to the rights Managing Member (i) evidence of acceptance, in form and powers substance satisfactory to the Managing Member, of all the terms, conditions and applicable obligations of this Agreement, (ii) a member under counterpart signature page to this Agreement executed by such Assignee and (iii) such other documents and instruments as the Act Managing Member may require to effect such Assignee’s admission as a Substituted Member. (b) Concurrently with, and hereunderas evidence of, provided that such assigning Member may, prior to the admission of a Substituted Member, assign its economic interest in its Interest, to the extent otherwise permitted under this Article 9. Any Person who is an assignee of any portion of the Interest of a Member pursuant to an assignment satisfying the requirements of this Article 9 shall become a Substituted Member only when (i) the Managing Member has entered such assignee as a Member on shall amend the Schedule of Members and the books and records of the CompanyCompany to reflect the name, which the Managing Member is hereby directed to do upon satisfaction address and class and number of Units of such requirementsSubstituted Member and to eliminate or adjust, if necessary, the name, address and (ii) such assignee has paid all number of Units of the Company’s reasonable legal fees and filing costs in connection with the substitution predecessor of such Substituted Member. (c) A transferee who has been admitted as a member. Any assignee who acquires an interest in the Company by operation of law (but which acquisition is or would have been prohibited by this Article 9) shall not become a Substituted Member under any circumstance. (b) Any Person who is an assignee of any of the Interest of a Member pursuant to an assignment satisfying the requirements of in accordance with this Article 9 but who does not become a Substituted Member (or pursuant to an assignment by operation of law, who 11 shall not become a Substituted Member) have all the rights and desires to make a further assignment of any such Interest, shall powers and be subject to all the provisions restrictions and liabilities of a Member under this Article 9 to the same extent and in the same manner as any Member desiring to make an assignment of its InterestAgreement.

Substituted Members. (a) Any Prior to any Transfer of Interests by a Member, the transferor shall deliver to other Members a notice setting forth the identity of the transferee, and shall provide such other information as the other Members may reasonably request in connection with such Transfer. The transferee shall be admitted as a Member that assigns all upon execution of a counterpart to this Agreement evidencing its Interests pursuant agreement to an assignment be bound hereby. Upon the admission of any such transferee as a Member, the transferring Member or assignments permitted Members shall be relieved of any obligation arising under this Agreement subsequent to such Transfer with respect to the Interests being transferred (provided that the transferee shall cease assume all such obligations), and if the transferring Member no longer holds any Interests, the transferring Member shall be relieved of its obligations arising under this Agreement to the extent provided in Section 15.3. In connection with any Transfer of an Interest or any portion thereof (other than pursuant to ARTICLE 9), and any admission of an assignee as a Member, the Member making such Transfer and the assignee shall furnish the Manager, and a majority in Percentage Interest of the non-transferring Members, with such documents regarding the Transfer as the Manager may reasonably request (in form and substance satisfactory to the Manager), including a copy of the Transfer instrument, a ratification by the assignee of this Agreement (if the assignee is to be admitted as a Member), a legal opinion that the Transfer complies with applicable federal and state securities laws, a legal opinion that the Transfer will not result in the Company's termination under Section 708 of the Code (unless the Member making such Transfer and the assignee agree, by execution and delivery of a written instrument, in form and substance reasonably satisfactory to the Manager and a majority in Percentage Interest of the non-transferring Members, to indemnify the Company and the other Members with respect to any liabilities, obligations, damages, losses, costs and expenses, including but not limited to reasonable attorneys' fees and court costs, arising out of such a termination of the Company except resulting from such transfer) and a legal opinion that unless and until a Substituted Member is admitted in its stead, the assigning Member shall Transfer will not cease to be a Member violate the FCC Rules (including adversely affecting the status of the Company in the Auction as an entrepreneur and very small business under the Act and shall retain relevant FCC Rules) or this Agreement. In connection with any Transfer (other than pursuant to ARTICLE 9), the rights and powers of a member under Company will, at the Act and hereunder, provided that such assigning Member may, prior to the admission of a Substituted Member, assign its economic interest in its Interest, to the extent otherwise permitted under this Article 9. Any Person who is an assignee of any portion request of the Interest of a Member pursuant making such Transfer and at such Member's sole expense, use commercially reasonable efforts to an assignment satisfying cause to be made any filing required by the requirements of this Article 9 shall become a Substituted Member only when (i) the Managing Member has entered such assignee as a Member on the books and records of the Company, which the Managing Member is hereby directed to do upon satisfaction of such requirements, and (ii) such assignee has paid all of the Company’s reasonable legal fees and filing costs in connection with the substitution as a member. Any assignee who acquires an interest in the Company by operation of law (but which acquisition is or would have been prohibited by this Article 9) shall not become a Substituted Member under any circumstanceFCC. (b) Any Person who is an assignee of any of the Interest of a Member pursuant to an assignment satisfying the requirements of this Article 9 but who does not become a Substituted Member (or pursuant to an assignment by operation of law, who shall not become a Substituted Member) and desires to make a further assignment of any such Interest, shall be subject to all the provisions of this Article 9 to the same extent and in the same manner as any Member desiring to make an assignment of its Interest.

Substituted Members. (a) Any No Member that assigns all of its Interests shall have the right to substitute a transferee (including any transferees pursuant to an assignment or assignments Transfers permitted under this Agreement shall cease to be by Section 9.1 hereof) as a Member in its place. A transferee of the Company except that unless and until interest of a Member (other than an Affiliate) may be admitted as a Substituted Member is admitted only with the consent of the Board, which consent may be given or withheld by the Board in its stead, their sole and absolute discretion. The failure or refusal by the assigning Board to permit a transferee of any such interests to become a Substituted Member shall not cease give rise to any cause of action against the Company, the Board or any Member, except where such failure or refusal breaches the provisions hereinabove contained. Subject to the foregoing, an Assignee shall not be admitted as a Substituted Member until and unless it furnishes to the Board (i) evidence of acceptance, in form and substance satisfactory to the Board, of all the terms, conditions and applicable obligations of this Agreement, and (ii) such other documents and instruments as may be required or advisable, in the sole and absolute discretion of the Company under the Act and Board, to effect such Assignee's admission as a Substituted Member. (b) A transferee who has been admitted as a Substituted Member in accordance with this Article 9 shall retain have all the rights and powers and be subject to all the restrictions and liabilities of a member Member under this Agreement and the Act and hereunder, provided that transferor shall be relieved of all of its obligations hereunder accruing subsequent to such assigning Member may, prior admission with respect to the interest Transferred. (c) Upon the admission of a Substituted Member, assign its economic interest in its Interestthe Board shall amend EXHIBIT A to reflect the name and address of such Substituted Member and to eliminate, to if necessary, the extent otherwise permitted under this Article 9. Any Person who is an assignee of any portion name and address of the Interest of a Member pursuant to an assignment satisfying the requirements of this Article 9 shall become a Substituted Member only when (i) the Managing Member has entered such assignee as a Member on the books and records of the Company, which the Managing Member is hereby directed to do upon satisfaction predecessor of such requirements, and (ii) such assignee has paid all of the Company’s reasonable legal fees and filing costs in connection with the substitution as a member. Any assignee who acquires an interest in the Company by operation of law (but which acquisition is or would have been prohibited by this Article 9) shall not become a Substituted Member under any circumstance. (b) Any Person who is an assignee of any of the Interest of a Member pursuant to an assignment satisfying the requirements of this Article 9 but who does not become a Substituted Member (or pursuant to an assignment by operation of law, who shall not become a Substituted Member) and desires to make a further assignment of any such Interest, shall be subject to all the provisions of this Article 9 to the same extent and in the same manner as any Member desiring to make an assignment of its Interest.

Substituted Members. (a) Any Except as otherwise provided in Section 6.1, no Member that assigns all of its Interests pursuant shall have the right to an assignment or assignments permitted under this Agreement shall cease to be a Member of the Company except that unless and until a Substituted Member is admitted substitute in its steadplace a purchaser, the assigning Member shall not cease to be a Member assignee, transferee, donee, heir, legatee, or other recipient of the Company under the Act and shall retain the rights and powers of a member under the Act and hereunder, provided that such assigning Member may, prior to the admission of a Substituted Member, assign its economic interest in its Interest, to the extent otherwise permitted under this Article 9. Any Person who is an assignee of all or any portion of the Membership Interest of such Member. Any such purchaser, assignee, transferee, donee, legatee, distributee or other recipient of an interest shall be admitted to the Company as a Member pursuant to an assignment satisfying the requirements of this Article 9 shall become a Substituted substituted Member only when (i) with the Managing Member has entered such assignee as consent of a Member on the books and records Majority in Interest of the CompanyMembers, which the Managing consent may be granted or withheld by any Member is hereby directed to do upon satisfaction of such requirements, and (ii) such assignee has paid all of the Company’s reasonable legal fees and filing costs in connection with the substitution as a member. Any assignee who acquires an interest in the Company by operation of law (but which acquisition is or would have been prohibited by this Article 9) shall not become a Substituted Member under any circumstanceits sole discretion. (b) Any Person who is an assignee of any of the Interest of No person shall become a substituted Member pursuant to an assignment satisfying until such person has satisfied the requirements of this Article 9 but Article: provided, however, that for the purpose of allocating Profits, Losses and other items and distributing cash available for distribution, a person shall be treated as having become, and as appearing in the records of the Company as, a Member, as the case may be, on such date as the sale, assignment or transfer to such person was recognized by the Company pursuant to Section 7.2. (c) Any purchaser, assignee, transferee, donee, heir, legatee or other recipient of all or any portion of a Membership Interest who does is not become admitted to the Company as a Substituted substituted Member (or pursuant 1) shall be entitled only to an assignment by operation of lawallocations and distributions with respect to such Membership Interest in accordance with this Agreement, who (2) shall not become have any right to vote on, consent to or approve any matter or decision (it being intended that the Sharing Ratio of such person shall be ignored for purposes of determining whether the requisite vote, consent or approval of the Members has been obtained), (3) shall not have any other rights of a Substituted MemberMember under the Act or this Agreement, except as expressly provided in this Section 7.3, but (4) and desires to make a further assignment of any such Interest, shall be subject to all of the duties, obligations and restrictions applicable to a Member under this Agreement, the Articles of Organization of the Company and applicable law, including but not limited to, the provisions of this Article 9 3 to the same extent and in the same manner as any Member desiring to make an assignment of its InterestMember.

Substituted Members. (a) Any A transferee of the interest of a Member that assigns all of its Interests pursuant to an assignment or assignments permitted under this Agreement shall cease a Transfer consented to by the REIT Managing Member pursuant to Section ‎9.03(a) may be a Member of the Company except that unless and until admitted as a Substituted Member is admitted only with the consent of the REIT Managing Member, which consent may be given or withheld by the REIT Managing Member in its steadsole and absolute discretion. A transferee of the interest of a Member to a Permitted Transferee shall be admitted as a Substituted Member provided that such Permitted Transferee complies with the provisions of clauses (i), (ii) and (iii) below. The failure or refusal by the assigning REIT Managing Member to permit a transferee of any such interests to become a Substituted Member shall not cease give rise to any cause of action against the Company or the REIT Managing Member. Subject to the foregoing, an Assignee shall not be admitted as a Substituted Member until and unless it furnishes to the REIT Managing Member (i) evidence of acceptance, in form and substance satisfactory to the REIT Managing Member, of all the terms, conditions and applicable obligations of this Agreement, (ii) a counterpart signature page to this Agreement executed by such Assignee, and (iii) such other documents and instruments as may be required or advisable, in the sole and absolute discretion of the Company under the Act and REIT Managing Member, to effect such Assignee’s admission as a Substituted Member. (b) A transferee who has been admitted as a Substituted Member in accordance with this Article ‎XI shall retain have all the rights and powers and be subject to all the restrictions and liabilities of a member Member under the Act and hereunder, provided that such assigning Member may, prior to this Agreement. (c) Upon the admission of a Substituted Member, assign its economic interest in its Interest, to the extent otherwise permitted under this Article 9. Any Person who is an assignee of any portion of the Interest of a Member pursuant to an assignment satisfying the requirements of this Article 9 shall become a Substituted Member only when (i) the REIT Managing Member has entered such assignee as a Member on shall be authorized to amend the books and records of the CompanyCompany to reflect the name, which the Managing Member is hereby directed to do upon satisfaction address and number of Membership Units of such requirementsSubstituted Member and to eliminate or adjust, if necessary, the name, address and (ii) such assignee has paid all number of Membership Units of the Company’s reasonable legal fees and filing costs in connection with the substitution as a member. Any assignee who acquires an interest in the Company by operation predecessor of law (but which acquisition is or would have been prohibited by this Article 9) shall not become a Substituted Member under any circumstance. (b) Any Person who is an assignee of any of the Interest of a Member pursuant to an assignment satisfying the requirements of this Article 9 but who does not become a Substituted Member (or pursuant to an assignment by operation of law, who shall not become a such Substituted Member) and desires to make a further assignment of any such Interest, shall be subject to all the provisions of this Article 9 to the same extent and in the same manner as any Member desiring to make an assignment of its Interest.

Substituted Members. Unless otherwise provided in this Agreement, an Assignee of a Member may become a substituted Member only with the consent of all Members other than the transferring Member. In the event such a consent is provided, the Assignee shall become a Member (subject to Section 15.5) only upon satisfaction of the following conditions: (a) Any The Member that assigns or the transferee has filed with the Company a written and dated instrument evidencing such transfer, in form and substance reasonably satisfactory to the Governing Authority, executed by the transferor and the transferee, which instrument shall (i) contain the acceptance by the transferee of all of its Interests pursuant to an assignment or assignments permitted under the terms and provisions of this Agreement shall cease to be a Member of the Company except that unless and until a Substituted Member is admitted in its stead, the assigning Member shall not cease to be a Member of the Company under the Act and shall retain the rights and powers of a member under the Act and hereunder, provided that such assigning Member may, prior to the admission of a Substituted Member, assign its economic interest in its InterestAgreement, to the extent otherwise permitted under this Article 9. Any Person who is applicable to an assignee of a Membership Interest, (ii) contain such representations as the Governing Authority may deem necessary or advisable to assure that such transfer need not be registered under any portion applicable Federal or state securities laws, (iii) instruct the Governing Authority as to the Membership Interest transferred and to whom and at what address Company distributions and Notices in respect of such Membership Interest should be sent; (b) Unless expressly waived by the Interest Governing Authority, the transferor or transferee shall have delivered to the Company an opinion of a Member pursuant counsel acceptable to an assignment satisfying the requirements of this Article 9 shall become a Substituted Member only when Governing Authority that (i) such Transfer is exempt from the Managing Member has entered such assignee as a Member on the books and records registration requirements of the CompanySecurities Act, which applicable state securities laws, and any rules or regulations promulgated thereunder, and will not otherwise cause the Managing Member is hereby directed Company to do upon satisfaction be in violation of such requirementslaws and regulations, and (ii) such assignee has paid all Transfer will not result in the termination of the Company’s Company within the meaning of Section 708(b) of the IRS Code, and (iii) such Transfer will not adversely affect the status of the Company as a partnership under the IRS Code; and (c) The transferee or assignee shall have paid or caused to be paid to the Company any reasonable legal fees and filing costs expenses incurred by the Company in connection with the substitution admission of the transferee or assignee as a membersubstitute Member. Any assignee who acquires an interest The above notwithstanding, in the Company by operation of law (but which acquisition is or would have been prohibited by this Article 9) shall not become a Substituted Member under any circumstance. (b) Any Person who is an assignee of any of the Interest event of a Member pursuant Transfer to an assignment satisfying existing Member, the requirements of this Article 9 but who does not become existing Member shall automatically be deemed to be a Substituted substitute Member (or pursuant to an assignment by operation of law, who shall not become a Substituted Member) and desires to make a further assignment of any such Interest, shall be subject deemed to all the provisions of this Article 9 have agreed to the same extent and those items set out in the same manner as any Member desiring to make an assignment of its Interestsubsection (a) above.

Substituted Members. (a) Any Prior to any Transfer of Interests by a Member, the transferor shall deliver to other Members a notice setting forth the identity of the transferee, and shall provide such other information as the other Members may reasonably request in connection with such Transfer. A transferee of Interests Transferred in accordance with this ARTICLE 7 shall be admitted as a Member that assigns all upon execution of a counterpart to this Agreement evidencing its Interests pursuant agreement to an assignment be bound hereby. Upon the admission of any such transferee as a Member, the transferring Member or assignments permitted Members shall be relieved of any obligation arising under this Agreement subsequent to such Transfer with respect to the Interests being transferred (provided that the transferee shall cease to be a assume all such obligations), and if the transferring Member of the Company except that unless and until a Substituted Member is admitted in its steadno longer holds any Interests, the assigning transferring Member shall not cease to be a Member relieved of the Company its obligations arising under the Act and shall retain the rights and powers of a member under the Act and hereunder, provided that such assigning Member may, prior to the admission of a Substituted Member, assign its economic interest in its Interest, this Agreement to the extent otherwise permitted under this Article 9provided in Section 14.3. Any Person who is Prior to any Transfer of an Interest or any portion thereof (other than pursuant to the Interest Purchase Agreement or ARTICLE 8) and as a condition thereof, and prior to any admission of an assignee as a Member, the Member making such Transfer and the assignee shall furnish the Manager, and a majority in Class B Percentages of the non‑transferring Members, with such documents regarding the Transfer as the Manager or such majority of the non-transferring Members may reasonably request (in form and substance satisfactory to the Manager or such majority, as applicable), including a copy of the Transfer instrument, a ratification by the assignee of this Agreement (if the assignee is to be admitted as a Member), a legal opinion that the Transfer will not cause the Company to be characterized for federal and applicable state income tax purposes as other than a partnership, a legal opinion that the Transfer complies with applicable federal and state securities laws and a legal opinion that the Transfer will not violate the FCC Rules (including adversely affecting the qualification of the License Company as a “very small business” under the relevant FCC Rules if, and to the extent, such qualification is then required for the License Company and its Subsidiaries to retain any Auction Benefits) or this Agreement. In connection with any Transfer (other than pursuant to the Interest Purchase Agreement or ARTICLE 8), the Company shall, at the request of the Member *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the Interest text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a Member request for confidential treatment pursuant to an assignment satisfying Rule 24b-2 under the requirements of this Article 9 shall become a Substituted Member only when (i) Securities Exchange Act. making such Transfer and at such Member's sole expense, use commercially reasonable efforts to cause to be made any filing required by the Managing Member has entered such assignee as a Member on the books and records of the Company, which the Managing Member is hereby directed to do upon satisfaction of such requirements, and (ii) such assignee has paid all of the Company’s reasonable legal fees and filing costs in connection with the substitution as a member. Any assignee who acquires an interest in the Company by operation of law (but which acquisition is or would have been prohibited by this Article 9) shall not become a Substituted Member under any circumstanceFCC. (b) Any Person who is an assignee of any of the Interest of a Member pursuant to an assignment satisfying the requirements of this Article 9 but who does not become a Substituted Member (or pursuant to an assignment by operation of law, who shall not become a Substituted Member) and desires to make a further assignment of any such Interest, shall be subject to all the provisions of this Article 9 to the same extent and in the same manner as any Member desiring to make an assignment of its Interest.

Substituted Members. (a) Any Member that assigns transfers all of its Interests pursuant to an assignment or assignments permitted under this Agreement shall cease to be a Member of the Company except that unless and until a Substituted Member is admitted in its stead, the assigning Member shall not cease to be a Member of the Company under the Act and shall retain the rights and powers of a member Member under the Act and hereunder, provided that such assigning Member may, prior to the admission of a Substituted Member, assign its economic interest in its Interest, to the extent otherwise permitted under this Article 9. Any Person who is an assignee transferee of any portion of the any Interest of a Member pursuant to an assignment satisfying the requirements of this Article 9 shall become a Substituted Member only when (i) the Managing Member has entered such assignee as a Member on the books and records of the Company, which the Managing Member is hereby directed to do upon the satisfaction of such the relevant requirements, and (ii) such assignee transferee has paid all of the Company’s reasonable legal fees and all filing costs and any transfer taxes arising as a result of or in connection with the substitution as its becoming a member. Any assignee who acquires an interest Substituted Member; and (iii) such transferee has in the Company by operation reasonable judgment of law (but which acquisition is or would have been prohibited by the Managing Member, complied with all requirements under this Article 9) shall not become Agreement necessary for the admission of a Substituted Member. If a Member under any circumstancetransfers less than all its Interests, when the transferee becomes a Substituted Member, both the transferor and the transferee will be Members. (b) Any Person who is To the extent that the right to receive distributions from the Company (an assignee of any of the Interest of “Economic Interest”) that was initially held by a Member pursuant has been lawfully transferred to an assignment satisfying the requirements of this Article 9 but who does a Person that has not become a Substituted Member (or pursuant to an assignment by operation of law, who shall not become been admitted as a Substituted Member, the Company shall not make any distributions pursuant to Article 8 (but will make any corresponding allocations of Net Income, Net Loss or other items pursuant to Article 7) and desires that relate to make such Economic Interest to either the transferor or the transferee of the Economic Interest until such transferee is admitted as a further assignment of any such InterestSubstituted Member, shall at which time the withheld distributions will be subject to all the provisions of this Article 9 made to the same extent and in transferee (or, if the same manner as any Member desiring transfer is rescinded, to make an assignment of its Interestthe transferor).

Substituted Members. (a) Any Member that assigns all Person, not then a Member, to whom an Interest is transferred in accordance with the provisions of its Interests pursuant Section 9.1 shall agree in writing to an assignment or assignments permitted under be subject to the terms of this Agreement and shall, thereupon, become a substituted Member (“Substituted Member”) hereunder. Such admission as a Substitute Member shall cease be deemed effective immediately prior to be a Member of the Company except that unless and until a such Transfer. A Substituted Member is admitted in its steadhas, to the assigning Member shall not cease to be a Member of the Company under the Act and shall retain extent assigned, the rights and powers and is subject to the restrictions and liabilities, of a member Member under this Agreement and the Act Act. A Substituted Member also is liable for the obligations of its assignor to make and hereunderreturn contributions as provided in the Act, and for certain other liabilities of the assignor as provided that such assigning Member may, prior to in the admission Act. If an assignee of an Interest becomes a Substituted Member, assign the assignor is not released from its economic interest liability to the Company to the extent provided in the Act. The Substituted Member shall pay all reasonable expenses in connection with its Interestadmission to the Company, including, but not limited to, legal fees and other costs of preparing any amendment to this Agreement deemed necessary or desirable by the Manager. If any Interest is transferred other than in accordance with the provisions of Section 9.1 and the transferee is not admitted as a Substituted Member, then such transferee will have the sole right to share in such profits and losses, to receive such distribution or distributions, and to receive such allocation of income, gain, loss, deduction or credit or similar item to which the assignor was entitled, to the extent otherwise permitted under this Article 9. Any Person who is an assignee of assigned, and will not have any portion of the Interest rights, power or authority of a Member pursuant to an assignment satisfying hereunder or under the requirements of this Article 9 shall become a Substituted Member only when (i) Act; and the Managing Member has entered such assignee as a Member on the books and records of the Company, which the Managing Member is hereby directed to do upon satisfaction transferor of such requirements, and (ii) such assignee has paid all of the Company’s reasonable legal fees and filing costs in connection with the substitution as a member. Any assignee who acquires an Interest shall thereafter be considered to have no further rights or interest in the Company by operation of law (with respect to the transferred Interest, but which acquisition is or would have been prohibited by shall remain subject to any obligations under this Article 9) shall not become a Substituted Member under any circumstance. (b) Any Person who is an assignee of any of Agreement and the Interest of a Member pursuant Act with respect to an assignment satisfying the requirements of this Article 9 but who does not become a Substituted Member (or pursuant to an assignment by operation of law, who shall not become a Substituted Member) and desires to make a further assignment of any such Interest, shall be subject to all the provisions of this Article 9 to the same extent and in the same manner as any Member desiring to make an assignment of its Interest.

Substituted Members. (a) Any Member that assigns all of its Interests pursuant Persons, including Transferees, may be admitted to an assignment or assignments permitted under this Agreement shall cease to be a Member of the Company except that unless and until as Substituted Members as provided under the terms of this Section 3.9. Except as expressly provided otherwise, any Transferee with respect to a Transfer made in accordance with Section 3.6(a) or 3.6(b) shall be admitted automatically as a Substituted Member upon compliance with Sections 3.5, 3.6, 3.7 and 3.9(b) with respect to such Transfer, but without the consent or approval of any other Person; provided, however, that any Transferee that is admitted in its stead, not already a Member at the assigning Member time of the Transfer and acquires a Membership Interest by foreclosure shall not cease to be a Member of the Company under the Act and shall retain the rights and powers of a member under the Act and hereunder, provided that such assigning Member may, prior to the admission of a Substituted Member, assign its economic interest in its Interest, to the extent otherwise permitted under this Article 9. Any Person who is an assignee of any portion of the Interest of a Member pursuant to an assignment satisfying the requirements of this Article 9 shall become admitted as a Substituted Member only when (i) the Managing Member has entered such assignee as a Member on the books and records of the Company, which the Managing Member is hereby directed to do upon satisfaction of such requirements, and (ii) such assignee has paid all of the Company’s reasonable legal fees and filing costs in connection with the substitution as a member. Any assignee who acquires an interest in the Company by operation of law (but which acquisition is or would have been prohibited by this Article 9) shall not become a Substituted Member under any circumstancewithout Unanimous Consent. (b) Any Notwithstanding anything to the contrary contained herein, a Person who is an assignee of any of the Interest of a Member pursuant to an assignment satisfying the requirements of this Article 9 but who does not become may be admitted as a Substituted Member (only if such Person either meets the Credit Standards or pursuant delivers to an assignment by operation the other Member a Guaranty Agreement from a Creditworthy Affiliate of lawsuch Person, who as guarantor. This Section 3.9(b) shall not become apply to Transferees under Section 3.6(a). (c) Upon becoming a Substituted Member, (i) such Substituted Member shall have all of the powers, rights, privileges, duties, obligations and desires liabilities of a Member, as provided in this Agreement and by Laws to make a further assignment the extent of any the Membership Interest so Transferred and (ii) the Member who Transferred the Membership Interest and its guarantor (except as provided in Section 3.6(a)) shall be relieved of all of the obligations and liabilities with respect to such InterestMembership Interest (and the Guaranty of such guarantor, except as provided in Section 3.6(a), shall be subject deemed terminated with respect to such obligations and liabilities); provided that such Member and its guarantor shall remain fully liable for all the provisions of this Article 9 liabilities and obligations relating to such Membership Interest that accrued prior to the same extent applicable Transfer (and the Guaranty of such guarantor shall remain in the same manner as any Member desiring full force and effect with respect to make an assignment of its Interestsuch liabilities and obligations).

Substituted Members. (a) Any Except as otherwise provided in Section 6.1, no Member that assigns all of its Interests pursuant shall have the ----------- right to an assignment or assignments permitted under this Agreement shall cease to be a Member of the Company except that unless and until a Substituted Member is admitted substitute in its steadplace a purchaser, the assigning Member shall not cease to be a Member assignee, transferee, donee, heir, legatee, or other recipient of the Company under the Act and shall retain the rights and powers of a member under the Act and hereunder, provided that such assigning Member may, prior to the admission of a Substituted Member, assign its economic interest in its Interest, to the extent otherwise permitted under this Article 9. Any Person who is an assignee of all or any portion of the Membership Interest of such Member. Any such purchaser, assignee, transferee, donee, legatee, distributee or other recipient of an interest shall be admitted to the Company as a Member pursuant to an assignment satisfying the requirements of this Article 9 shall become a Substituted substituted Member only when (i) with the Managing Member has entered such assignee as consent of a Member on the books and records Majority of the CompanyMembers, which the Managing consent may be granted or withheld by any Member is hereby directed to do upon satisfaction of such requirements, and (ii) such assignee has paid all of the Company’s reasonable legal fees and filing costs in connection with the substitution as a member. Any assignee who acquires an interest in the Company by operation of law (but which acquisition is or would have been prohibited by this Article 9) shall not become a Substituted Member under any circumstanceits sole discretion. (b) Any Person who is an assignee of any of the Interest of No person shall become a substituted Member pursuant to an assignment satisfying until such person has satisfied the requirements of this Article 9 but Article; provided, however, that for the purpose of allocating Profits, Losses and other items and distributing cash available for distribution, a person shall be treated as having become, and as appearing in the records of the Company as, a Member, as the case may be, on such date as the sale, assignment or transfer to such person was recognized by the Company pursuant to Section 7.2. ----------- (c) Any purchaser, assignee, transferee, donee, heir, legatee or other recipient of all or any portion of a Membership Interest who does is not become admitted to the Company as a Substituted substituted Member (or pursuant 1) shall be entitled only to an assignment by operation of lawallocations and distributions with respect to such Membership Interest in accordance with this Agreement, who (2) shall not become have any right to vote on, consent to or approve any matter or decision (it being intended that the Sharing Ratio of such person shall be ignored for purposes of determining whether the requisite vote, consent or approval of the Members has been obtained), (3) shall not have any other rights of a Substituted MemberMember under the Act or this Agreement, except as expressly provided in this Section 7.3, but (4) and desires to make a further assignment of any such Interest, shall be subject to all of the duties, obligations ----------- and restrictions applicable to a Member under this Agreement, the Articles of Organization of the Company and applicable law, including but not limited to, the provisions of this Article 9 3 to the same extent and in the same manner as any Member desiring to make an assignment of its Interest---------- Member.

Substituted Members. (a) Any Prior to any Transfer of Interests by a Member, the transferor shall deliver to other Members a notice setting forth the identity of the transferee, and shall provide such other information as the other Members may reasonably request in connection with such Transfer. A transferee of Interests Transferred in accordance with this ARTICLE 7 shall be admitted as a Member that assigns all upon execution of a counterpart to this Agreement evidencing its Interests pursuant agreement to an assignment be bound hereby. Upon the admission of any such transferee as a Member, the transferring Member or assignments permitted Members shall be relieved of any obligation arising under this Agreement subsequent to such Transfer with respect to the Interests being transferred (provided that the transferee shall cease to be a assume all such obligations), and if the transferring Member of the Company except that unless and until a Substituted Member is admitted in its steadno longer holds any Interests, the assigning transferring Member shall not cease to be a Member relieved of the Company its obligations arising under the Act and shall retain the rights and powers of a member under the Act and hereunder, provided that such assigning Member may, prior to the admission of a Substituted Member, assign its economic interest in its Interest, this Agreement to the extent otherwise permitted under this Article 9provided in Section 14.3. Any Person who is Prior to any Transfer of an Interest or any portion thereof (other than pursuant to the Interest Purchase Agreement or ARTICLE 8) and as a condition thereof, and prior to any admission of an assignee as a Member, the Member making such Transfer and the assignee shall furnish the Manager, and a majority in Class B Percentages of any the non-transferring Members, with such documents regarding the Transfer as the Manager or such majority of the non-transferring Members may reasonably request (in form and substance satisfactory to the Manager or such majority, as applicable), including a copy of the Transfer instrument, a ratification by the assignee of this Agreement (if the assignee is to be admitted as a Member), reasonably satisfactory evidence that the Transfer will not cause the Company to be characterized for federal and applicable state *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the Interest text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a Member request for confidential treatment pursuant to an assignment satisfying Rule 24b-2 under the requirements Securities Exchange Act. income tax purposes as other than a partnership, reasonably satisfactory evidence that the Transfer complies with applicable federal and state securities laws and reasonably satisfactory evidence that the Transfer will not violate the FCC Rules (including adversely affecting the qualification of this Article 9 shall become a Substituted Member only when (i) the Managing Member has entered such assignee License Company as a Member on “very small business” under the books relevant FCC Rules if, and records to the extent, such qualification is then required for the License Company and its Subsidiaries to retain any Auction Benefits) or this Agreement. In connection with any Transfer (other than pursuant to the Interest Purchase Agreement or ARTICLE 8), the Company shall, at the request of the CompanyMember making such Transfer and at such Member’s sole expense, which use commercially reasonable efforts to cause to be made any filing required by the Managing Member is hereby directed to do upon satisfaction of such requirements, and (ii) such assignee has paid all of the Company’s reasonable legal fees and filing costs in connection with the substitution as a member. Any assignee who acquires an interest in the Company by operation of law (but which acquisition is or would have been prohibited by this Article 9) shall not become a Substituted Member under any circumstanceFCC. (b) Any Person who is an assignee of any of the Interest of a Member pursuant to an assignment satisfying the requirements of this Article 9 but who does not become a Substituted Member (or pursuant to an assignment by operation of law, who shall not become a Substituted Member) and desires to make a further assignment of any such Interest, shall be subject to all the provisions of this Article 9 to the same extent and in the same manner as any Member desiring to make an assignment of its Interest.

Substituted Members. (a) Any Prior to any Transfer of Interests by a Member, the transferor shall deliver to other Members a notice setting forth the identity of the transferee, and shall provide such other information as the other Members may reasonably request in connection with such Transfer. A transferee of Interests Transferred in accordance with this ARTICLE 7 shall be admitted as a Member that assigns all upon execution of a counterpart to this Agreement evidencing its Interests pursuant agreement to an assignment be bound hereby. Upon the admission of any such transferee as a Member, the transferring Member or assignments permitted Members shall be relieved of any obligation arising under this Agreement subsequent to such Transfer with respect to the Interests being transferred (provided that the transferee shall cease to be a assume all such obligations), and if the transferring Member of the Company except that unless and until a Substituted Member is admitted in its steadno longer holds any Interests, the assigning transferring Member shall not cease to be a Member relieved of the Company its obligations arising under the Act and shall retain the rights and powers of a member under the Act and hereunder, provided that such assigning Member may, prior to the admission of a Substituted Member, assign its economic interest in its Interest, this Agreement to the extent otherwise permitted under this Article 9provided in Section 14.3. Any Person who is Prior to any Transfer of an assignee of Interest or any portion of thereof (other than pursuant to the Interest Purchase Agreement or ARTICLE 8) and as a condition thereof, and prior to any admission of a Member pursuant to an assignment satisfying the requirements of this Article 9 shall become a Substituted Member only when (i) the Managing Member has entered such assignee as a Member, the Member on making such Transfer and the books assignee shall furnish the Manager, and records a majority in Class B Percentages of the Companynon-transferring Members, which with such documents regarding the Managing Member Transfer as the Manager or such majority of the non-transferring Members may reasonably request (in form and substance satisfactory to the Manager or such majority, as applicable), including a copy of the Transfer instrument, a ratification by the assignee of this Agreement (if the assignee is hereby directed to do upon satisfaction be admitted as a Member), a legal opinion that the Transfer will not cause the Company to be characterized for federal and applicable state income tax purposes as other than a partnership, a legal opinion that the Transfer complies with applicable federal and state securities laws and a legal opinion that the Transfer will not violate the FCC Rules (including adversely affecting the qualification of such requirementsthe License Company as a “very small business” under the relevant FCC Rules if, and to the extent, such qualification is then required for the License Company and its Subsidiaries to retain any Auction Benefits) or this Agreement. In connection with any Transfer (ii) such assignee has paid all other than pursuant to the Interest Purchase Agreement or ARTICLE 8), the Company shall, at the request of the Company’s Member making such Transfer and at such Member's sole expense, use commercially reasonable legal fees and efforts to cause to be made any filing costs in connection with required by the substitution as a member. Any assignee who acquires an interest in the Company by operation of law (but which acquisition is or would have been prohibited by this Article 9) shall not become a Substituted Member under any circumstanceFCC. (b) Any Person who is an assignee of any of the Interest of a Member pursuant to an assignment satisfying the requirements of this Article 9 but who does not become a Substituted Member (or pursuant to an assignment by operation of law, who shall not become a Substituted Member) and desires to make a further assignment of any such Interest, shall be subject to all the provisions of this Article 9 to the same extent and in the same manner as any Member desiring to make an assignment of its Interest.