Common use of Substitution of Assignees Clause in Contracts

Substitution of Assignees. (a) No assignee of the Membership Interest of any Member shall have the right to be admitted to the Company as a Member unless all of the following conditions are satisfied: (i) the fully executed and acknowledged written instrument of assignment which has been filed with the Manager and sets forth the intention of the assignor that the assignee become a Member in its place; (ii) the assignor and assignee execute and acknowledge such other instruments as the Manager and, in the case of transfers by the Manager to non-Affiliates, the other Members, may deem necessary or desirable to effect such admission, including the written acceptance and adoption by the assignee of the provisions of this Agreement and the assumption by the assignee of all obligations of the assignor under this Agreement arising from and after the date of such transfer; (iii) if requested by the Manager, counsel satisfactory to the Manager shall have provided advice (which need not be an opinion, but which must be reasonably satisfactory to the requesting party) that (A) such transaction may be effected without registration under the Securities Act of 1933, as amended, or violation of applicable state securities laws, (B) the Company will not be required to register under the Investment Company Act of 1940, as in effect at the time of rendering such opinion as a result of such transfer and (C) will not change the tax status of the Company, including, but not limited to, causing the Company to be a “publicly traded partnership” within the meaning of Section 7704 of the Code or (D) otherwise subject the Company or its Members to increased regulatory burden; and (iv) the assignee has paid all reasonable expenses incurred by the Company (including its legal fees) as a result of such transfer, the cost of the preparation, filing and publishing of any amendment to the Company’s Certificate of Organization or any amendments of filings under fictitious name registration statutes. (b) Once the above conditions have been satisfied, the assignee shall become a Member on the first day of the next following calendar month. 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 so admitted to the Company as a Member shall be subject to all provisions of this Agreement as if originally a party hereto.

Substitution of Assignees. (a) No assignee of the Membership Interest of any Member shall have the right to be admitted to the Company as a Member unless all of the following conditions are satisfied: (i) the fully assignee has executed and acknowledged delivered to each of the Members a written instrument of assignment which has been filed with the Manager and sets forth the intention and agreement of the assignor that the assignee become a Member in addition to it or in its place; (ii) the assignor and assignee execute and acknowledge such other instruments as the Manager andLoci Member or the Generation Member, in the case of transfers by the Manager to non-Affiliates, the other Membersas applicable, may deem reasonably necessary or desirable to effect such admission, including the written acceptance and adoption by the assignee of the provisions of this Agreement and the assumption by the assignee of all obligations of the assignor under this Agreement arising from and after the date of such transfer;. (iii) if requested by the Manager, counsel satisfactory to the Manager shall have provided advice (which need not be an opinion, but which must be reasonably satisfactory to the requesting party) that (A) such transaction may be effected without registration under the Securities Act of 1933, as amended, or violation of applicable state securities laws, (B) the Company will not be required to register under the Investment Company Act of 1940, as in effect at the time of rendering such opinion as a result of such transfer and (C) will not change the tax status of the Company, including, but not limited to, causing the Company to be a “publicly traded partnership” within the meaning of Section 7704 of the Code or (D) otherwise subject the Company or its Members to increased regulatory burden; and (iv) the assignee has paid all reasonable actual expenses incurred by the Company (including its legal fees) as a result of such transfer, the cost of the preparation, filing and publishing of any amendment to the Company’s Certificate of Organization Formation or any amendments of filings under fictitious name registration statutes. (b) Once the above conditions set forth in this Section 7.3(a) have been satisfied, the assignee shall become a Member on the first day of the next following calendar monthCompany. The Company shall, upon substitution, thereafter thereafter, make all further distributions on account of the Membership Interests interests so assigned to the assignee for such time as the Membership Interests interests are transferred on its books in accordance with the above provisions. Any person so admitted to the Company as a Member shall be subject to all provisions of this Agreement as if originally a party hereto.