Common use of Substituted Non-Managing Member Clause in Contracts

Substituted Non-Managing Member. (a) Notwithstanding anything to the contrary contained herein, no Transferee of a Non-Managing Member shall have the right to become a substituted Non-Managing Member unless (i) the Managing Member shall have consented thereto, which consent may be granted or withheld in the discretion of the Managing Member, (ii) the Transferee shall have executed such documentation as the Managing Member may reasonably require to acknowledge the obligation of the Transferee to contribute the amount of the Available Commitment of the Transferor pursuant to Article 3 hereof and all such other instruments as shall be reasonably required by the Managing Member to signify such Transferee’s agreement to be bound by all provisions of this Agreement and all other documents reasonably required by the Managing Member to effect the admission of the Transferee as a Non-Managing Member and (iii) the Transferee or Transferor shall have paid to the Company the estimated costs and expenses (including legal fees and filing costs and other out-of-pocket expenses incurred by the Company) incurred in effecting the Transfer and substitution. For the avoidance of doubt, any payment made pursuant to clause (iii) in the immediately preceding sentence shall not be considered a Capital Contribution. Such substituted Non-Managing Member shall reimburse the Company for any excess of the actual costs and expenses so incurred over the amount of such estimate. A Transferee shall be deemed admitted as a substituted Non-Managing Member with respect to the Interest Transferred upon its execution and delivery of a counterpart of this Agreement (but not earlier than the effective date of the Transfer). By execution of this Agreement or a counterpart hereof, or by authorizing such execution on its behalf, each Non-Managing Member consents and agrees that any Transferee may be admitted as a substituted Non-Managing Member and this Agreement may be amended accordingly by the Managing Member through the exercise of the power of attorney granted under Section 12.6 hereof, without the necessity of any further action by, or consent of, the Non-Managing Members. (b) Upon the admission of a Transferee as a substituted Non-Managing Member, Schedule A shall be amended accordingly to reflect the name and address of such Transferee, Class of Interests held by such Transferee, and Commitment, Company Percentage Interest and Consortium Percentage Interest of such Transferee, in each case as a substituted Non-Managing Member. (c) A Transferee of a Non-Managing Member’s Interest who is not admitted as a substituted Non-Managing Member pursuant to Section 10.4(a) hereof shall be entitled only to allocations and distributions with respect to the Interest of such Non-Managing Member in accordance with this Agreement, and shall have no right to vote on any Company matters or, to the fullest extent permitted by law, to any information or accounting of the affairs of the Company, shall not be entitled to inspect the books or records of the Company and shall, to the fullest extent permitted by law, have none of the rights of a Member under the Act or this Agreement.

Substituted Non-Managing Member. (a) Notwithstanding anything to the contrary contained herein, no Transferee of a Non-Managing Member shall have the right to become a substituted Non-Managing Member unless (i) the Managing Member shall have consented thereto, which consent may be granted or withheld in the discretion of the Managing Member, (ii) the Transferee shall have executed such documentation as the Managing Member may reasonably require to acknowledge the obligation of the Transferee to contribute the amount of the Available Commitment of the Transferor pursuant to Article 3 hereof and all such other instruments as shall be reasonably required by the Managing Member to signify such Transferee’s agreement to be bound by all provisions of this Agreement and all other documents reasonably required by the Managing Member to effect the admission of the Transferee as a Non-Managing Member and (iii) the Transferee or Transferor shall have paid to the Company the estimated costs and expenses (including legal fees and filing costs and other out-of-pocket expenses incurred by the Company) incurred in effecting the Transfer and substitution. For the avoidance of doubt, any payment made pursuant to clause (iii) in the immediately preceding sentence shall not be considered a Capital Contribution. Such substituted Non-Managing Member shall reimburse the Company for any excess of the actual costs and expenses so incurred over the amount of such estimate. A Transferee shall be deemed admitted as a substituted Non-Managing Member with respect to the Interest Transferred upon its execution and delivery of a counterpart of this Agreement (but not earlier than the effective date of the Transfer). By execution of this Agreement or a counterpart hereof, or by authorizing such execution on its behalf, each Non-Managing Member consents and agrees that any Transferee may be admitted as a substituted Non-Managing Member and this Agreement may be amended accordingly by the Managing Member through the exercise of the power of attorney granted under Section 12.6 12.5 hereof, without the necessity of any further action by, or consent of, the Non-Managing Members. (b) Upon the admission of a Transferee as a substituted Non-Managing Member, Schedule A shall be amended accordingly to reflect the name and address of such Transferee, Class of Interests held by such Transferee, and Commitment, Company Sharing Percentage Interest and Consortium Percentage Interest of such Transferee, in each case as a substituted Non-Managing Member. (c) A Transferee of a Non-Managing Member’s Interest who is not admitted as a substituted Non-Managing Member pursuant to Section 10.4(a10.5(a) hereof shall be entitled only to allocations and distributions with respect to the Interest of such Non-Managing Member in accordance with this Agreement, and shall have no right to vote on any Company matters or, to the fullest extent permitted by law, to any information or accounting of the affairs of the Company, shall not be entitled to inspect the books or records of the Company and shall, to the fullest extent permitted by law, have none of the rights of a Member under the Act or this Agreement.