Transfers by the Initial Member. Notwithstanding anything to the contrary contained in this Agreement, except as provided by applicable Law, there shall be no restriction on the Initial Member’s ability to Dispose of the LLC Interest held by it, directly or indirectly, to any Person and the Private Owner shall have no right to purchase or right-of-first-refusal in connection with any such sale; provided, that, the Initial Member may not assign the consent and voting rights associated with its LLC Interest in the Company to more than one Person (for the avoidance of doubt, except as expressly provided above, the foregoing restriction shall not otherwise limit the Initial Member’s right to Dispose of any interest associated with its LLC Interest in the Company) and provided, further, that in the event the Initial Member determines to sell the LLC Interest held by it through an auction process, the Private Owner shall be entitled to participate in such auction on the same terms that apply generally to other participants in the auction. At the election of the Person then constituting the “Initial Member” under this Agreement, the transferee in any direct Disposition of any portion of the LLC Interest of the Initial Member shall, upon delivery to the Company, with a copy to the Private Owner, of an agreement by which such transferee shall agree to become a party to and be bound by this Agreement as the “Initial Member,” be admitted as a member of the Company and be deemed to be a party to this Agreement as the “Initial Member”, and thereupon, subject to last sentence of Section 13.8, the transferor Member shall cease to be a member of the Company (and accordingly, except as expressly otherwise provided in last sentence of Section 13.8, shall cease to be responsible for the payment or performance of any of the obligations or liabilities under this Agreement of the Initial Member).
