Common use of Transfers Generally Clause in Contracts

Transfers Generally. (a) No Membership Interest shall be Transferred, in whole or in part, except in accordance with the terms and conditions set forth in this Article IV and Article V. No Transfer of any Membership Interests shall be made if such Transfer would (i) violate the then-applicable federal or state securities laws or rules and regulations of the Commission, any state securities commission or any other governmental authority with jurisdiction over such Transfer, (ii) terminate the existence or qualification of the Company under the laws of the jurisdiction of its formation, (iii) cause the Company to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not already so treated or taxed) or (iv) constitute a breach or violation of, or a change of control or event of default under, any credit agreement, loan agreement, indenture, mortgage, deed of trust or other similar instrument or document governing indebtedness for borrowed money of the Company or any Group Member. Any Transfer or purported Transfer of a Membership Interest not made in accordance with this Article IV and Article V shall be, to the fullest extent permitted by law, null and void. (b) No Membership Interest shall be Transferred, in whole or in part, except for (i) a Permitted Transfer in accordance with the applicable provisions of this Article IV or (ii) Transfers in accordance with the applicable provisions of Article V and this Article IV. Notwithstanding any other provision of this Agreement, a Designating Member’s right to designate a Representative, as provided in Section 9.02(b), shall not be assigned or Transferred (including in a Permitted Transfer) except as part of a Transfer permitted under the terms of this Agreement to one Transferee holding a number of Units constituting an Ownership Percentage of not less than ten percent (10%) provided that such Designating Member expressly elects in writing delivered to the Company prior to such Transfer that such Designating Member will Transfer such right to designate a Representative to such Transferee in connection with such Transfer; provided, however, in no event shall SemStream be entitled to Transfer its right to designate a Representative. For avoidance of doubt, in the case of any Transfer of Units constituting an Ownership Percentage of not less than ten percent (10%) where the transferring Designating Member expressly elects to Transfer the right to designate a Representative, such transferring Member shall cease to have any such designation rights, and shall no longer be deemed a Designating Member, notwithstanding that after giving effect to such Transfer such transferring Member continues to hold the Requisite Ownership Threshold. (c) No Transfer (including a Permitted Transfer) may be undertaken unless and until the following have occurred: (i) the proposed Transferee shall have agreed in writing to be bound by the terms of this Agreement and provided to the Board its name, address, taxpayer identification number and any other information reasonably necessary to permit the Company to file all required federal and state tax returns or reasonably requested by the Board and (ii) the Member proposing to make such Transfer shall have delivered to the Company an Opinion of Counsel (reasonably acceptable as to form, substance and identity of counsel to the Company) that no registration under the Securities Act is required in connection with such Transfer (unless the requirement of an opinion is waived by the Board). (d) By acceptance of the Transfer of any Membership Interest in accordance with this Article IV and Article V, the Transferee of a Membership Interest shall be admitted as a Member with respect to the Membership Interests so Transferred to such Transferee when any such Transfer or admission is reflected in the books and records of the Company. (e) Each Member making a Transfer shall be obligated to pay his or its own expenses incurred in connection with such Transfer, and the Company shall not have any obligation with respect thereto. Subject to Section 5.02(d), each Member making a Transfer shall pay, or reimburse the Company for, all reasonable costs and expenses incurred by the Company in connection with such Transfer and the admission of the Transferee as a Member, including the legal fees incurred in connection with the legal opinions referred to in Section 4.01(c).

Transfers Generally. (a) No Membership Interest Shareholder shall make or ------------------- permit to be Transferred, in whole or in part, made any Transfer of Equity Securities except in accordance compliance with the terms and conditions set forth in of this Article IV Agreement and Article V. No Transfer of any Membership Interests shall be made if such Transfer would (i) violate the then-with then applicable federal or state securities laws or laws, rules and regulations of the Commission, any state securities commission or any other governmental authority with jurisdiction over such Transfer, (ii) terminate the existence or qualification of the Company under the laws of the jurisdiction of its formation, (iii) cause the Company to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not already so treated or taxed) or (iv) constitute a breach or violation of, or a change of control or event of default under, any credit agreement, loan agreement, indenture, mortgage, deed of trust or other similar instrument or document governing indebtedness for borrowed money of the Company or any Group Memberregulations. Any Transfer or purported Transfer of Equity Securities other than in compliance with the terms and conditions of this Agreement shall be void and of no force and effect and the Corporation shall be entitled to recognize the last Shareholder of record who acquired such Equity Securities in a Membership Interest manner not made in accordance with contrary to this Article IV and Article V shall be, to Agreement as the fullest extent permitted by law, null and voidholder of such Equity Securities for all purposes. (b) No Membership Interest The effectiveness of any Transfer of Equity Securities by any Shareholder to any Person, and any issuance by the Corporation of any Equity Securities, shall be Transferred, conditioned upon the receipt by the Corporation of an instrument in whole or in part, except for (i) form and substance satisfactory to the Corporation and the Shareholders by which the transferee of such Equity Securities accepts and agrees to be bound as a Permitted Transfer Shareholder by the terms and conditions of this Agreement. The Corporation shall not issue any certificates representing Equity Securities without receipt of such an instrument in accordance with the preceding sentence. If the Corporation so requests, each request for Transfer of Equity Securities shall be accompanied by an opinion of counsel obtained by the transferor reasonably satisfactory to the Corporation to the effect that the Transfer complies with the applicable provisions of this Article IV or (ii) Transfers in accordance with the applicable provisions of Article V Securities Act and this Article IV. Notwithstanding any other provision of this Agreement, a Designating Member’s right to designate a Representative, as provided in Section 9.02(b), shall not be assigned or Transferred (including in a Permitted Transfer) except as part of a Transfer permitted under the terms of this Agreement to one Transferee holding a number of Units constituting an Ownership Percentage of not less than ten percent (10%) provided that such Designating Member expressly elects in writing delivered to the Company prior to such Transfer that such Designating Member will Transfer such right to designate a Representative to such Transferee in connection with such Transfer; provided, however, in no event shall SemStream be entitled to Transfer its right to designate a Representative. For avoidance of doubt, in the case of any Transfer of Units constituting an Ownership Percentage of not less than ten percent (10%) where the transferring Designating Member expressly elects to Transfer the right to designate a Representative, such transferring Member shall cease to have any such designation rights, rules and shall no longer be deemed a Designating Member, notwithstanding that after giving effect to such Transfer such transferring Member continues to hold the Requisite Ownership Thresholdregulations thereunder. (c) No Shareholder shall be permitted to Transfer any Equity Securities to a person engaged in the Business in competition with the Corporation unless such Transfer has received the prior approval of all of the members of the Board of Directors as constituted at the time of such Transfer. (including a Permitted Transferd) may No holder of Series D Common Stock shall be undertaken unless and permitted to Transfer any shares of Series D Common Stock until the following have occurredfirst to occur of the following: (i) the proposed Transferee shall have agreed in writing to be bound by the terms third anniversary of this Agreement and provided to the Board its nameAgreement, address, taxpayer identification number and any other information reasonably necessary to permit the Company to file all required federal and state tax returns or reasonably requested by the Board and (ii) an Initial Public Offering, (iii) Sale of the Member proposing Corporation, or (iv) approval by the holders of not less than two thirds (2/3) of the Participating Securities. (e) Notwithstanding Section 5.3 or part (d) of this Section 5.1, any Shareholder may Transfer all or any portion of any Equity Securities owned by such Shareholder to make such Transfer shall have delivered to any other corporation or partnership, all of the Company issued and outstanding Voting Securities or voting interests of which are owned directly by the transferring Shareholder, as long as the other requirements for an Opinion effective Transfer, as set forth in parts (a), (b) and (c) of Counsel (reasonably acceptable as to formthis Section 5.1, substance and identity of counsel to the Company) that no registration under the Securities Act is required are fulfilled in connection with such Transfer (unless the requirement of an opinion is waived by the Board). (d) By acceptance of the Transfer of any Membership Interest in accordance with this Article IV and Article V, the Transferee of a Membership Interest shall be admitted as a Member with respect to the Membership Interests so Transferred to such Transferee when any such Transfer corporation or admission is reflected in the books and records of the Companypartnership. (e) Each Member making a Transfer shall be obligated to pay his or its own expenses incurred in connection with such Transfer, and the Company shall not have any obligation with respect thereto. Subject to Section 5.02(d), each Member making a Transfer shall pay, or reimburse the Company for, all reasonable costs and expenses incurred by the Company in connection with such Transfer and the admission of the Transferee as a Member, including the legal fees incurred in connection with the legal opinions referred to in Section 4.01(c).

Transfers Generally. (a) No Membership Each Transfer of a Member Interest and associated Units shall be Transferred, subject to the terms of this Article 8. Any attempted Transfer of a Member Interest other than in whole compliance with this Article 8 shall be null and void and of no force or in part, except effect. Any Member that Transfers any of its Member Interest in accordance with the terms provisions of this Article 8 shall promptly provide written notice thereof to the Company and conditions to the other Members. A Transferring Member shall, notwithstanding the Transfer, be liable to the Company and each other Member for its obligations accrued under this Agreement on or prior to the Transfer, but such Transferring Member shall be released from any other obligations thereafter accruing under this Agreement with respect to its Member Interest and associated Units being Transferred, except in the case of Permitted Transfers, in which case the Transferring Member shall remain liable, together with such Permitted Transferee, for all such obligations. (b) No Member may voluntarily Transfer its Member Interests and associated Units except Transfers (i) made subsequent to the IPO Execution Date; (ii) made to Permitted Transferees of such Member; (iii) made prior to the IPO Execution Date as a Transferring Member in accordance with the provisions of Sections 8.2 and 8.4; or (iv) as are approved in advance in writing by the Board. (c) Each Transfer must comply with the other provisions set forth in this Article IV 8 and Article V. No Transfer of any Membership Interests shall be made if such Transfer would meet the following conditions: (i) No Transferee of any Member shall be a Competitor of the Company or the non-Transferring Member(s) without the consent of the Managers designated by such non-Transferring Member(s), such consent to be withheld in the sole discretion of the Managers designated by such non-Transferring Member(s). (ii) The Transferor and Transferee shall have executed and delivered to the Company such documents and instruments of conveyance as may be reasonably necessary or appropriate to effect such Transfer. In the case of a Transfer that occurs involuntarily by operation of Law, the Transfer shall be confirmed by presentation to the Company of legal evidence of such Transfer, in form and substance reasonably satisfactory to counsel to the Company. In all cases, the Company shall be reimbursed by the Transferor or Transferee for all reasonable costs and expenses that it incurs in connection with such Transfer. (iii) Such Transfer would not violate any applicable Laws. (iv) Such Transfer would not cause any Company Entities to be required to register as an “investment company” or a company “controlled by” an “investment company”, each within the then-applicable federal or state securities laws or meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission, any state securities commission or any other governmental authority with jurisdiction over such Transfer, SEC thereunder. (iiv) terminate the existence or qualification of the Company under the laws of the jurisdiction of its formation, (iii) Such Transfer would not cause the Company to be treated taxed as an association taxable as a corporation or otherwise to be taxed as an entity for U.S. federal and applicable state income tax purposes (to the extent not already so treated or taxed) or (iv) constitute a breach or violation of, or a change of control or event of default under, any credit agreement, loan agreement, indenture, mortgage, deed of trust or other similar instrument or document governing indebtedness for borrowed money of the Company or any Group Member. Any Transfer or purported Transfer of a Membership Interest not made in accordance with this Article IV and Article V shall be, to the fullest extent permitted by law, null and voidpurposes. (bvi) No Membership Interest Prior to the first anniversary of the Closing, the Transferee shall be Transferred, in whole or in part, except for a creditworthy third party (i) a Permitted Transfer in accordance with the applicable provisions of this Article IV or (ii) Transfers in accordance with the applicable provisions of Article V and this Article IV. Notwithstanding any other provision of this Agreement, a Designating Member’s right to designate a Representative, as provided in Section 9.02(b), shall not be assigned or Transferred (including in a Permitted Transfer) except as part of a Transfer permitted under the terms of this Agreement to one Transferee holding a number of Units constituting an Ownership Percentage of not less than ten percent (10%) provided that such Designating Member expressly elects in writing delivered to the Company prior to such Transfer that such Designating Member will Transfer such right to designate a Representative to such Transferee in connection with such Transfer; provided, however, in no event shall SemStream be entitled to Transfer its right to designate a Representative. For avoidance of doubt, in the case of any Transfer of Units constituting an Ownership Percentage of not less than ten percent (10%) where the transferring Designating Member expressly elects to Transfer the right to designate a Representative, such transferring Member shall cease to have any such designation rights, and shall no longer be deemed a Designating Member, notwithstanding that after giving effect to such Transfer such transferring Member continues to hold the Requisite Ownership Threshold. (c) No Transfer (including a Permitted Transfer) may be undertaken unless and until the following have occurred: (i) the proposed Transferee shall have agreed in writing to be bound by the terms of this Agreement and provided to the Board its name, address, taxpayer identification number and any other information reasonably necessary to permit the Company to file all required federal and state tax returns or reasonably requested determined by the Board in good faith) and (ii) agree to assume the Member proposing to make such Transfer shall have delivered to the Company an Opinion of Counsel (reasonably acceptable as to form, substance and identity of counsel to the Company) that no registration under the Securities Act is required in connection with such Transfer (unless the requirement of an opinion is waived by the Board). (d) By acceptance of the Transfer of any Membership Interest in accordance with this Article IV and Article V, the Transferee of a Membership Interest shall be admitted as a Member with respect to the Membership Interests so Transferred to such Transferee when any such Transfer or admission is reflected indemnification obligations set forth in the books and records of the CompanyContribution Agreement. (e) Each Member making a Transfer shall be obligated to pay his or its own expenses incurred in connection with such Transfer, and the Company shall not have any obligation with respect thereto. Subject to Section 5.02(d), each Member making a Transfer shall pay, or reimburse the Company for, all reasonable costs and expenses incurred by the Company in connection with such Transfer and the admission of the Transferee as a Member, including the legal fees incurred in connection with the legal opinions referred to in Section 4.01(c).

Transfers Generally. (a) No Membership Each Transfer of a Member Interest and associated Units shall be Transferred, subject to the terms of this Article 8. Any attempted Transfer of a Member Interest other than in whole compliance with this Article 8 shall be null and void and of no force or in part, except effect. Any Member that Transfers any of its Member Interest in accordance with the terms provisions of this Article 8 shall promptly provide written notice thereof to the Company and conditions to the other Members. A Transferring Member shall, notwithstanding the Transfer, be liable to the Company and each other Member for its obligations accrued under this Agreement on or prior to the Transfer, but such Transferring Member shall be released from any other obligations thereafter accruing under this Agreement with respect to its Member Interest and associated Units being Transferred, except in the case of Permitted Transfers, in which case the Transferring Member shall remain liable, together with such Permitted Transferee, for all such obligations. (b) No Member may voluntarily Transfer its Member Interests and associated Units except Transfers (i) made subsequent to the IPO Execution Date; (ii) made to Permitted Transferees of such Member; (iii) made prior to the IPO Execution Date as a Transferring Member in accordance with the provisions of Sections 8.2 and 8.4; or (iv) as are approved in advance in writing by the Board. (c) Each Transfer must comply with the other provisions set forth in this Article IV 8 and Article V. No Transfer of any Membership Interests shall be made if such Transfer would meet the following conditions: (i) No Transferee of any Member shall be a Competitor of the Company or the non-Transferring Member(s) without the consent of the Managers designated by such non-Transferring Member(s), such consent to be withheld in the sole discretion of the Managers designated by such non-Transferring Member(s). (ii) The Transferor and Transferee shall have executed and delivered to the Company such documents and instruments of conveyance as may be reasonably necessary or appropriate to effect such Transfer. In the case of a Transfer that occurs involuntarily by operation of Law, the Transfer shall be confirmed by presentation to the Company of legal evidence of such Transfer, in form and substance reasonably satisfactory to counsel to the Company. In all cases, the Company shall be reimbursed by the Transferor or Transferee for all reasonable costs and expenses that it incurs in connection with such Transfer. (iii) Such Transfer would not violate any applicable Laws. US-DOCS\83202430.20 (iv) Such Transfer would not cause any Company Entities to be required to register as an “investment company” or a company “controlled by” an “investment company”, each within the then-applicable federal or state securities laws or meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission, any state securities commission or any other governmental authority with jurisdiction over such Transfer, SEC thereunder. (iiv) terminate the existence or qualification of the Company under the laws of the jurisdiction of its formation, (iii) Such Transfer would not cause the Company to be treated taxed as an association taxable as a corporation or otherwise to be taxed as an entity for U.S. federal and applicable state income tax purposes (to the extent not already so treated or taxed) or (iv) constitute a breach or violation of, or a change of control or event of default under, any credit agreement, loan agreement, indenture, mortgage, deed of trust or other similar instrument or document governing indebtedness for borrowed money of the Company or any Group Member. Any Transfer or purported Transfer of a Membership Interest not made in accordance with this Article IV and Article V shall be, to the fullest extent permitted by law, null and voidpurposes. (bvi) No Membership Interest Prior to the first anniversary of the Closing, the Transferee shall be Transferred, in whole or in part, except for a creditworthy third party (i) a Permitted Transfer in accordance with the applicable provisions of this Article IV or (ii) Transfers in accordance with the applicable provisions of Article V and this Article IV. Notwithstanding any other provision of this Agreement, a Designating Member’s right to designate a Representative, as provided in Section 9.02(b), shall not be assigned or Transferred (including in a Permitted Transfer) except as part of a Transfer permitted under the terms of this Agreement to one Transferee holding a number of Units constituting an Ownership Percentage of not less than ten percent (10%) provided that such Designating Member expressly elects in writing delivered to the Company prior to such Transfer that such Designating Member will Transfer such right to designate a Representative to such Transferee in connection with such Transfer; provided, however, in no event shall SemStream be entitled to Transfer its right to designate a Representative. For avoidance of doubt, in the case of any Transfer of Units constituting an Ownership Percentage of not less than ten percent (10%) where the transferring Designating Member expressly elects to Transfer the right to designate a Representative, such transferring Member shall cease to have any such designation rights, and shall no longer be deemed a Designating Member, notwithstanding that after giving effect to such Transfer such transferring Member continues to hold the Requisite Ownership Threshold. (c) No Transfer (including a Permitted Transfer) may be undertaken unless and until the following have occurred: (i) the proposed Transferee shall have agreed in writing to be bound by the terms of this Agreement and provided to the Board its name, address, taxpayer identification number and any other information reasonably necessary to permit the Company to file all required federal and state tax returns or reasonably requested determined by the Board in good faith) and (ii) agree to assume the Member proposing to make such Transfer shall have delivered to the Company an Opinion of Counsel (reasonably acceptable as to form, substance and identity of counsel to the Company) that no registration under the Securities Act is required in connection with such Transfer (unless the requirement of an opinion is waived by the Board). (d) By acceptance of the Transfer of any Membership Interest in accordance with this Article IV and Article V, the Transferee of a Membership Interest shall be admitted as a Member with respect to the Membership Interests so Transferred to such Transferee when any such Transfer or admission is reflected indemnification obligations set forth in the books and records of the CompanyContribution Agreement. (e) Each Member making a Transfer shall be obligated to pay his or its own expenses incurred in connection with such Transfer, and the Company shall not have any obligation with respect thereto. Subject to Section 5.02(d), each Member making a Transfer shall pay, or reimburse the Company for, all reasonable costs and expenses incurred by the Company in connection with such Transfer and the admission of the Transferee as a Member, including the legal fees incurred in connection with the legal opinions referred to in Section 4.01(c).

Transfers Generally. (ai) No Member may Transfer any Units (or any part of its Membership Interest), except as provided in this Section 6.3. No Member may Transfer any part of a Membership Interest shall be Transferred, in whole that is not an Economic Interest other than pursuant to a Transfer of a Unit. No Member may Transfer any Units (or in partany part of its Membership Interest) before the earlier to occur of the third anniversary of the Effective Date and the consummation of the IPO without the prior written consent of the holders of a majority of each Class of Units, except in connection with a Change of Control approved by the Board of Directors or a Permitted Transfer; provided that for so long as FTB and its Affiliates collectively holds twenty percent (20%) or more of the Class B Units, FTB’s (and only FTB’s) prior written consent in respect of the Class B Units shall be required. Thereafter, any Member may Transfer any Units (or any part of its Membership Interest) so long as such Transfer is in compliance with this Section 6.3. (ii) Any Member who Transfers any Units in accordance with this Section 6.3 shall cease to be a Member with respect to such Units and shall no longer have any rights or privileges of a Member with respect to such Units; provided that no Member shall cease to be a Member upon the collateral assignment of, or the pledging or granting of a security interest in, its Units until the foreclosure of such pledge or security interest. (iii) Any Person who acquires any Units in accordance with this Section 6.3 shall agree in writing to assume the responsibility of the transferring Member. In the event that such Person fails to do so entirely or fails to do so in a timely manner, such Person shall be deemed by its acceptance of the benefits of the acquisition of such Units to have agreed to be subject to, and bound by, all of the terms and conditions of this Agreement to which the predecessor in such Units was subject, and by which such predecessor was bound, and for all purposes shall be deemed to be a Member. (iv) No Transfer shall be given effect unless the transferee delivers to the Company the representations set forth in this Article IV Exhibit D, and Article V. No no Member may Transfer any of such Member’s Units (including any Membership Interests shall be made if Economic Interest therein) unless (A) the Board of Directors determines, in its reasonable discretion, that such Transfer or attempted Transfer would (i) violate the then-applicable federal or state securities laws or rules and regulations of the Commission, any state securities commission or any other governmental authority with jurisdiction over such Transfer, (ii) terminate the existence or qualification of the Company under the laws of the jurisdiction of its formation, (iii) not cause the Company to be treated as a “publicly traded partnership” within the meaning of Code Section 7704; it being understood that such determination shall be made promptly and in Good Faith or (B) the transferring Member delivers an association taxable opinion of counsel with a determination that such Transfer or attempted Transfer would not cause the Company to be treated as a corporation or otherwise to be taxed as an entity for federal income tax purposes “publicly traded partnership” within the meaning of Code Section 7704 (provided such legal counsel is of national reputation and specializes in such matters of determination); (v) Notwithstanding any provision of this Agreement to the extent not already so treated or taxed) or (iv) constitute a breach or violation ofcontrary, or a change of control or event of default under, any credit agreement, loan agreement, indenture, mortgage, deed of trust or other similar instrument or document governing indebtedness for borrowed money of the Company or any Group Member. Any Transfer or purported no Transfer of a Membership Interest Units may be made except in compliance with all federal, state and other applicable Laws, including federal and state securities Laws. (vi) Any attempted Transfer of Units by any Member not made in accordance with this Article IV and Article V Section 6.3 shall be, to the fullest extent permitted by lawbe ineffective, null and voidvoid ab initio. (b) No Membership Interest shall be Transferred, in whole or in part, except for (i) a Permitted Transfer in accordance with the applicable provisions of this Article IV or (ii) Transfers in accordance with the applicable provisions of Article V and this Article IV. Notwithstanding any other provision of this Agreement, a Designating Member’s right to designate a Representative, as provided in Section 9.02(b), shall not be assigned or Transferred (including in a Permitted Transfer) except as part of a Transfer permitted under the terms of this Agreement to one Transferee holding a number of Units constituting an Ownership Percentage of not less than ten percent (10%) provided that such Designating Member expressly elects in writing delivered to the Company prior to such Transfer that such Designating Member will Transfer such right to designate a Representative to such Transferee in connection with such Transfer; provided, however, in no event shall SemStream be entitled to Transfer its right to designate a Representative. For avoidance of doubt, in the case of any Transfer of Units constituting an Ownership Percentage of not less than ten percent (10%) where the transferring Designating Member expressly elects to Transfer the right to designate a Representative, such transferring Member shall cease to have any such designation rights, and shall no longer be deemed a Designating Member, notwithstanding that after giving effect to such Transfer such transferring Member continues to hold the Requisite Ownership Threshold. (c) No Transfer (including a Permitted Transfer) may be undertaken unless and until the following have occurred: (i) the proposed Transferee shall have agreed in writing to be bound by the terms of this Agreement and provided to the Board its name, address, taxpayer identification number and any other information reasonably necessary to permit the Company to file all required federal and state tax returns or reasonably requested by the Board and (ii) the Member proposing to make such Transfer shall have delivered to the Company an Opinion of Counsel (reasonably acceptable as to form, substance and identity of counsel to the Company) that no registration under the Securities Act is required in connection with such Transfer (unless the requirement of an opinion is waived by the Board). (d) By acceptance of the Transfer of any Membership Interest in accordance with this Article IV and Article V, the Transferee of a Membership Interest shall be admitted as a Member with respect to the Membership Interests so Transferred to such Transferee when any such Transfer or admission is reflected in the books and records of the Company. (e) Each Member making a Transfer shall be obligated to pay his or its own expenses incurred in connection with such Transfer, and the Company shall not have any obligation with respect thereto. Subject to Section 5.02(d), each Member making a Transfer shall pay, or reimburse the Company for, all reasonable costs and expenses incurred by the Company in connection with such Transfer and the admission of the Transferee as a Member, including the legal fees incurred in connection with the legal opinions referred to in Section 4.01(c).

Transfers Generally. (a) No Membership Interest shall be Transferred, in whole or in part, except in accordance with the terms and conditions set forth in this Article IV and Article V. No Transfer of any Membership Interests shall be made if such Transfer would (i) violate the then-applicable federal or state securities laws or rules and regulations of the Commission, any state securities commission or any other governmental authority with jurisdiction over such Transfer, (ii) terminate the existence or qualification of the Company under the laws of the jurisdiction of its formation, (iii) cause the Company to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not already so treated or taxed) or (iv) constitute a breach or violation of, or a change of control or event of default under, any credit agreement, loan agreement, indenture, mortgage, deed of trust or other similar instrument or document governing indebtedness for borrowed money of the Company or any Group Member. Any Transfer or purported Transfer of a Membership Interest not made in accordance with this Article IV and Article V shall be, to the fullest extent permitted by law, null and void. (b) No Membership Interest shall be Transferred, in whole or in part, except for (i) a Permitted Transfer in accordance with the applicable provisions of this Article IV or (ii) Transfers in accordance with the applicable provisions of Article V and this Article IV. Notwithstanding any other provision of this Agreement, a Designating Member’s right to designate a Representative, as provided in Section 9.02(b), shall not be assigned or Transferred (including in a Permitted Transfer) except as part of a Transfer permitted under the terms of this Agreement to one Transferee holding a number of Units constituting an Ownership Percentage of not less than ten percent (10%) provided that such Designating Member expressly elects in writing delivered to the Company prior to such Transfer that such Designating Member will Transfer such right to designate a Representative to such Transferee in connection with such Transfer; provided, however, in no event shall SemStream or NGP be entitled to Transfer its right their rights to designate a RepresentativeRepresentatives. For avoidance of doubt, in the case of any Transfer of Units constituting an Ownership Percentage of not less than ten percent (10%) where the transferring Designating Member expressly elects to Transfer the right to designate a Representative, such transferring Member shall cease to have any such designation rights, and shall no longer be deemed a Designating Member, notwithstanding that after giving effect to such Transfer such transferring Member continues to hold the Requisite Ownership Threshold. (c) No Transfer (including a Permitted Transfer) may be undertaken unless and until the following have occurred: (i) the proposed Transferee shall have agreed in writing to be bound by the terms of this Agreement and provided to the Board its name, address, taxpayer identification number and any other information reasonably necessary to permit the Company to file all required federal and state tax returns or reasonably requested by the Board and (ii) the Member proposing to make such Transfer shall have delivered to the Company an Opinion of Counsel (reasonably acceptable as to form, substance and identity of counsel to the Company) that no registration under the Securities Act is required in connection with such Transfer (unless the requirement of an opinion is waived by the Board). (d) By acceptance of the Transfer of any Membership Interest in accordance with this Article IV and Article V, the Transferee of a Membership Interest shall be admitted as a Member with respect to the Membership Interests so Transferred to such Transferee when any such Transfer or admission is reflected in the books and records of the Company. (e) Each Member making a Transfer shall be obligated to pay his or its own expenses incurred in connection with such Transfer, and the Company shall not have any obligation with respect thereto. Subject to Section 5.02(d), each Member making a Transfer shall pay, or reimburse the Company for, all reasonable costs and expenses incurred by the Company in connection with such Transfer and the admission of the Transferee as a Member, including the legal fees incurred in connection with the legal opinions referred to in Section 4.01(c).

Transfers Generally. (a) Except as otherwise provided in this Article XI, no Partner shall engage in or suffer a Disposition without the prior written consent of the General Partner, which consent may be withheld in the General Partner's sole discretion, and unless such Disposition complies with all applicable securities laws, rules and regulations as generally described herein. (b) No Membership Interest Disposition, partial or otherwise, may be made except in compliance with the then applicable rules and regulations of any governmental authority and in compliance with all applicable laws. (c) Any Disposition permitted under this Article XI shall be Transferredin writing. The assignee shall expressly agree in writing to be bound by all the terms of this Agreement, and shall assume and agree to perform all the assignor's agreements and obligations hereunder existing as of or arising subsequent to such assignment pertaining to such interests transferred pursuant hereto. (d) No Person to whom any interest in whole or in part, the Partnership is transferred shall make any further Disposition except in accordance with the terms and conditions set forth in this Article IV and Article V. No Transfer of any Membership Interests shall be made if such Transfer would (i) violate the then-applicable federal or state securities laws or rules and regulations of the Commission, any state securities commission or any other governmental authority with jurisdiction over such Transfer, (ii) terminate the existence or qualification of the Company under the laws of the jurisdiction of its formation, (iii) cause the Company to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not already so treated or taxed) or (iv) constitute a breach or violation of, or a change of control or event of default under, any credit agreement, loan agreement, indenture, mortgage, deed of trust or other similar instrument or document governing indebtedness for borrowed money of the Company or any Group Member. Any Transfer or purported Transfer of a Membership Interest not made in accordance with this Article IV and Article V shall be, to the fullest extent permitted by law, null and void. (b) No Membership Interest shall be Transferred, in whole or in part, except for (i) a Permitted Transfer in accordance with the applicable provisions of this Article IV or (ii) Transfers in accordance with the applicable provisions of Article V and this Article IV. Notwithstanding any other provision of this Agreement, a Designating Member’s right to designate a Representative, as provided in Section 9.02(b), shall not be assigned or Transferred (including in a Permitted Transfer) except as part of a Transfer permitted under the terms of this Agreement to one Transferee holding a number of Units constituting an Ownership Percentage of not less than ten percent (10%) provided that such Designating Member expressly elects in writing delivered to the Company prior to such Transfer that such Designating Member will Transfer such right to designate a Representative to such Transferee in connection with such Transfer; provided, however, in no event shall SemStream be entitled to Transfer its right to designate a Representative. For avoidance of doubt, in the case of any Transfer of Units constituting an Ownership Percentage of not less than ten percent (10%) where the transferring Designating Member expressly elects to Transfer the right to designate a Representative, such transferring Member shall cease to have any such designation rights, and shall no longer be deemed a Designating Member, notwithstanding that after giving effect to such Transfer such transferring Member continues to hold the Requisite Ownership Threshold. (c) No Transfer (including a Permitted Transfer) may be undertaken unless and until the following have occurred: (i) the proposed Transferee shall have agreed in writing to be bound by the terms of this Agreement and provided to the Board its name, address, taxpayer identification number and any other information reasonably necessary to permit the Company to file all required federal and state tax returns or reasonably requested by the Board and (ii) the Member proposing to make such Transfer shall have delivered to the Company an Opinion of Counsel (reasonably acceptable as to form, substance and identity of counsel to the Company) that no registration under the Securities Act is required in connection with such Transfer (unless the requirement of an opinion is waived by the Board). (d) By acceptance of the Transfer of any Membership Interest in accordance with this Article IV and Article V, the Transferee of a Membership Interest shall be admitted as a Member with respect to the Membership Interests so Transferred to such Transferee when any such Transfer or admission is reflected in the books and records of the Companyhereof. (e) Each Member making If a Transfer Disposition of an interest in the Partnership shall take place pursuant to the provisions of this Article, then the General Partner promptly thereafter shall cause to be filed with the proper authorities one or more certificates amending any fictitious or Assumed Name Certificate of the Partnership in order to reflect such change. (f) Any purported assignment or Disposition of a Partnership Interest not permitted by this Article XI shall be obligated null and void and of no further force or effect whatsoever. (g) In the event of a Disposition, whether by sale, exchange, dissolution of a Partner or otherwise, the General Partner may have the Partnership file the proper election under Section 754 of the Code to pay his adjust the basis of the Partnership Assets to reflect such transfer. Any resulting change in the Partnership net income or its own expenses net loss due to such basis adjustment shall be allocated solely to the successor Partner or Partners. The General Partner retains the option to avoid making such election when the resulting basis adjustment would be too minor to justify the additional administrative costs incurred in connection with such Transfer, and accounting for the Company shall not have any obligation with respect thereto. Subject to Section 5.02(d), each Member making a Transfer shall pay, or reimburse the Company for, all reasonable costs and expenses incurred by the Company in connection with such Transfer and the admission of the Transferee as a Member, including the legal fees incurred in connection with the legal opinions referred to in Section 4.01(c)adjustment.

Transfers Generally. (a) No Membership Interest shall be Transferred, in whole or in part, except in accordance with the terms and conditions set forth in this Article IV and Article V. No Transfer of any Membership Interests shall be made if such Transfer would (i) violate the then-applicable federal or state securities laws or rules and regulations of the Commission, any state securities commission or any other governmental authority with jurisdiction over such Transfer, (ii) terminate the existence or qualification of the Company under the laws of the jurisdiction of its formation, (iii) cause the Company to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not already so treated or taxed) or (iv) constitute a breach or violation of, or a change of control or event of default under, any credit agreement, loan agreement, indenture, mortgage, deed of trust or other similar instrument or document governing indebtedness for borrowed money of the Company or any Group Member. Any Transfer or purported Transfer of a Membership Interest not made in accordance with this Article IV and Article V shall be, to the fullest extent permitted by law, null and void. (b) No From the execution hereof until the earlier to occur of the IPO Date and December 31, 2011 (the “Restricted Period”), no Membership Interest shall be Transferred, in whole or in part, except for a Permitted Transfer or a Transfer by a Member who is a natural person in accordance with Section 5.04 and the applicable provisions of this Article IV. Following the Restricted Period, no Membership Interest shall be Transferred, in whole or in part, except for (i) a Permitted Transfer in accordance with the applicable provisions of this Article IV or (ii) Transfers in accordance with the applicable provisions of Article V and this Article IV. Notwithstanding any other provision of this Agreement, (1) during and following the Restricted Period, a Designating Member’s right to designate a Representative, as provided in Section 9.02(b), shall not be assigned or Transferred (including in a Permitted Transfer) except as part of a Transfer permitted under the terms of this Agreement to one Transferee holding of at least a number of Units constituting an 15% Ownership Percentage of not less than ten percent (10%) provided that with respect to which such Designating Member expressly elects in writing delivered to the Company prior to such Transfer that such Designating Member will Transfer such right to designate a Representative to such Transferee in connection with such Transfer and (2) the rights in Section 9.04(a) providing that, until the IPO, the affirmative vote of each of the Xxxxx Representative and the NGL Holdings Representative is required before certain actions may be undertaken by the Board, shall not be assignable or Transferable (including in a Permitted Transfer; provided, however, in no event shall SemStream be entitled to Transfer its right to designate a Representative). For avoidance of doubt, in the case of any Transfer of Units constituting an at least a 15% Ownership Percentage of not less than ten percent (10%) where the transferring Designating Member expressly elects to Transfer the right to designate a Representative, such transferring Member shall cease to have any such designation rights, and shall no longer be deemed a Designating Member, notwithstanding that after giving effect to such Transfer such transferring Member continues to hold the Requisite Ownership Threshold. (c) No Transfer (including a Permitted Transfer) may be undertaken unless and until the following have occurred: (i) the proposed Transferee shall have agreed in writing to be bound by the terms of this Agreement and provided to the Board its name, address, taxpayer identification number and any other information reasonably necessary to permit the Company to file all required federal and state tax returns or reasonably requested by the Board and (ii) the Member proposing to make such Transfer shall have delivered to the Company an Opinion of Counsel (reasonably acceptable as to form, substance and identity of counsel to the Company) that no registration under the Securities Act is required in connection with such Transfer (unless the requirement of an opinion is waived by the Board). (d) By acceptance of the Transfer of any Membership Interest in accordance with this Article IV and Article V, the Transferee of a Membership Interest shall be admitted as a Member with respect to the Membership Interests so Transferred to such Transferee when any such Transfer or admission is reflected in the books and records of the Company. (e) Each Member making a Transfer shall be obligated to pay his or its own expenses incurred in connection with such Transfer, and the Company shall not have any obligation with respect thereto. Subject to Section 5.02(d), each Member making a Transfer shall pay, or reimburse the Company for, all reasonable costs and expenses incurred by the Company in connection with such Transfer and the admission of the Transferee as a Member, including the legal fees incurred in connection with the legal opinions referred to in Section 4.01(c).

Transfers Generally. (a) Except as set forth herein, no Member may, directly or indirectly, sell, assign, exchange, transfer, pledge, hypothecate, mortgage, charge or in any manner dispose of, or create, or suffer the creation of, a security interest in or any encumbrance on, all or a portion of its respective Membership Interest (the commission of any such act being referred to as a “Transfer,” any Person who effects a Transfer being referred to as a “Transferor” and any Person to whom a Transfer is effected being referred to as a “Transferee”) without the consent of the Board of Managers. The foregoing notwithstanding, (i) a Member shall have the right to Transfer any part or all of its Membership Interest to a Permitted Transferee, and (ii) Leiber (or any successor, assigner, or transferee of Leiber) may Transfer all or any part of its Membership Interest to any party, in each case, so long as such Permitted Transferee or Transferee agrees to be bound by the terms and conditions hereof. (b) No Transfer of a Membership Interest shall be Transferred, in whole or in part, except in accordance with the terms and conditions set forth in effective until such date as all requirements of this Article IV and Article V. No Transfer of any Membership Interests shall be made if such Transfer would (i) violate the then-applicable federal or state securities laws or rules and regulations of the Commission, any state securities commission or any other governmental authority with jurisdiction over such Transfer, (ii) terminate the existence or qualification of the Company under the laws of the jurisdiction of its formation, (iii) cause the Company to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not already so treated or taxed) or (iv) constitute a breach or violation of, or a change of control or event of default under, any credit agreement, loan agreement, indenture, mortgage, deed of trust or other similar instrument or document governing indebtedness for borrowed money of the Company or any Group MemberV in respect thereof have been satisfied. Any Transfer or purported Transfer of a Membership Interest not made in accordance with this Article IV and Article V Section 5.01(a) shall be, to the fullest extent permitted by law, be null and void. (b) No void and of no force or effect whatsoever. Any amounts otherwise distributable to a Member pursuant to Article VI, in respect of a Membership Interest that has been transferred in violation of this Section 5.01, may be withheld by the Company following the occurrence of a void transfer until the void transfer has been rescinded, whereupon the amount withheld shall be Transferred, in whole or in part, except for (i) a Permitted Transfer in accordance with the applicable provisions of this Article IV or (ii) Transfers in accordance with the applicable provisions of Article V and this Article IV. Notwithstanding any other provision of this Agreement, a Designating Member’s right to designate a Representative, as provided in Section 9.02(b), shall not be assigned or Transferred (including in a Permitted Transfer) except as part of a Transfer permitted under the terms of this Agreement to one Transferee holding a number of Units constituting an Ownership Percentage of not less than ten percent (10%) provided that such Designating Member expressly elects in writing delivered to the Company prior to such Transfer that such Designating Member will Transfer such right to designate a Representative to such Transferee in connection with such Transfer; provided, however, in no event shall SemStream be entitled to Transfer its right to designate a Representative. For avoidance of doubt, in the case of any Transfer of Units constituting an Ownership Percentage of not less than ten percent (10%) where the transferring Designating Member expressly elects to Transfer the right to designate a Representative, such transferring Member shall cease to have any such designation rights, and shall no longer be deemed a Designating Member, notwithstanding that after giving effect to such Transfer such transferring Member continues to hold the Requisite Ownership Thresholddistributed without interest. (c) No Any Transferee that has received all or a portion of a Member’s Membership Interest pursuant to a Transfer (including in accordance with Section 5.01(a) shall be admitted to the Company as a Permitted Transfer) may be undertaken unless and until the following have occurred: (i) the proposed Transferee shall have agreed Substituted Member upon agreeing in writing to be bound by the terms and provisions of this Agreement and provided as if such Transferee were originally a party to the Board its name, address, taxpayer identification number and any other information reasonably necessary to permit the Company to file all required federal and state tax returns or reasonably requested by the Board and (ii) the Member proposing to make such Transfer shall have delivered to the Company an Opinion of Counsel (reasonably acceptable as to form, substance and identity of counsel to the Company) that no registration under the Securities Act this Agreement. Unless a Transferee is required in connection with such Transfer (unless the requirement of an opinion is waived by the Board). (d) By acceptance of the Transfer of any Membership Interest in accordance with this Article IV and Article V, the Transferee of a Membership Interest shall be admitted as a Substituted Member with respect pursuant to the Membership Interests so Transferred to this Section 5.01(c), such Transferee when any such Transfer or admission is reflected in the books and records shall have none of the Company. (e) Each powers of a Member making a Transfer hereunder and shall be obligated to pay his or its own expenses incurred in connection with only have such Transfer, and rights of an assignee under the Company shall not have any obligation with respect thereto. Subject to Section 5.02(d), each Member making a Transfer shall pay, or reimburse the Company for, all reasonable costs and expenses incurred by the Company in connection with such Transfer and the admission of the Transferee Act as a Member, including the legal fees incurred in connection are consistent with the legal opinions referred to in Section 4.01(c)other terms and provisions of this Agreement.

Transfers Generally. (a) No Until the earliest to occur of (x) a Sale Transaction, (y) an IPO and (z) the fifth anniversary of the Effective Date, no Member shall Transfer any interest (whether economic, voting or otherwise) in any Membership Interest shall be Transferred, in whole or in part, except in accordance Interests without (i) complying with the terms of Section 9.6 and, in the case of any Management Investor, the terms of any applicable Equity Agreement and/or Employment Agreement and conditions (ii) complying with Section 9.2, except that Members may Transfer Membership Interests without compliance with Section 9.2 (A) pursuant to Section 9.3, Section 9.4 and Section 10.1, (B) pursuant to the forfeiture, redemption and repurchase provisions set forth in this Article IV any applicable Equity Agreement and/or Employment Agreement, (C) to a Permitted Transferee or (D) to an Specified Initial Interest Holder (clauses (A), (B), (C) and Article V. No Transfer of (D) being referred to herein as “Exempt Transfers”); provided that if a Member Transfers any Membership Interests shall to a Permitted Transferee and such Transferee ceases to be a Permitted Transferee of such Member, then such Transferee shall, prior to ceasing to be a Permitted Transferee, Transfer such interest to the Member who made if such Transfer would (iunless otherwise determined by the Board in its sole discretion). Any Transfer permitted pursuant to this Section 9.1(a) violate must comply with the then-applicable federal or state securities laws or rules and regulations remainder of the Commissionprovisions of this ARTICLE IX, any state securities commission or any other governmental authority with jurisdiction over such Transfer, (ii) terminate the existence or qualification of the Company under the laws of the jurisdiction of its formation, (iii) cause the Company to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not already so treated or taxed) or (iv) constitute a breach or violation of, or a change of control or event of default under, any credit agreement, loan agreement, indenture, mortgage, deed of trust or other similar instrument or document governing indebtedness for borrowed money of the Company or any Group Member. Any Transfer or purported Transfer of a Membership Interest not made in accordance with this Article IV and Article V shall be, to the fullest extent permitted by law, null and voidapplicable. (b) No Membership Interest Member shall be Transferred, in whole directly or in part, except for (i) a Permitted Transfer in accordance with indirectly seek to avoid the applicable provisions of this Article IV Agreement (including this ARTICLE IX) by issuing, or permitting the issuance of, or Transferring, or permitting the Transfer of, any direct or indirect equity, debt or other security or beneficial interest in such Member (ii) Transfers in accordance with the applicable provisions of Article V and this Article IV. Notwithstanding or any other provision of this Agreement, a Designating Member’s right to designate a Representative, as provided in Section 9.02(bacquire the same) (including any Blocker Corporation Shares), shall not be assigned or Transferred (including in each such case, in a Permitted Transfer) except manner which would fail to comply with this ARTICLE IX if any such interests were treated as part of a Membership Interests hereunder and such Member had Transferred or sought to Transfer permitted under Membership Interests, unless such Member first complies with the terms of this Agreement to one Transferee holding a number of Units constituting an Ownership Percentage of not less than ten percent (10%) provided that such Designating Member expressly elects in writing delivered to the Company prior ARTICLE IX with respect to such Transfer that such Designating Member will Transfer such right to designate a Representative to such Transferee in connection with such Transferinterests; provided, however, that, in each case, with respect to a Member that is either (x) an Investment Fund, (y) a Blocker Corporation that is owned (directly or indirectly) by an Investment Fund (or a group of investors in such Investment Fund), or (z) owned (directly or indirectly) by an Investment Fund or a Blocker Corporation that is owned (directly or indirectly) by an Investment Fund (or a group of investors in such Investment Fund), the following shall not be deemed to violate this Section 9.1(b): (i)(A) any bona fide Transfer of any direct or indirect security or interest in such Investment Fund or such Blocker Corporation, (B) any bona fide issuance of any direct or indirect security or interest in such Investment Fund or such Blocker Corporation (including those made in the course of such Investment Fund’s normal fundraising activities or the funding of capital commitments in such Investment Fund), in each case in the ordinary course consistent with such Investment Fund’s past practice, and (C) any repurchases or forfeitures of any direct or indirect security or interest in such Investment Fund or such Blocker Corporation from any departing, withdrawing or defaulting investor in such Investment Fund or such Blocker Corporation, and (ii) any issuance or Transfer of any direct or indirect security or interest in any such Member, Investment Fund or Blocker Corporation made for tax or regulatory reasons, or to comply with any court order or applicable Law; provided, further, that no event such transaction referred to in clauses (i) and (ii) above shall SemStream be entitled to Transfer its right to designate a Representativemade or consummated with the purpose or intent of avoiding the provisions of this ARTICLE IX. For avoidance purposes of doubtclauses (i)(A), (i)(B) and (i)(C) set forth in the first proviso of the immediately preceding sentence, a bona fide issuance, Transfer, repurchase or forfeiture of any direct or indirect security or interest in a Blocker Corporation referred to in such clauses shall only include (1) in the case of any a Transfer, a Transfer by an investor of Units constituting an Ownership Percentage a direct or indirect security or interest in such Blocker Corporation that is made as part of not less than ten percent (10%) where the transferring Designating Member expressly elects to Transfer by such investor of a pro rata portion of its overall investment in, and/or commitments to, the right to designate a Representative, such transferring Member shall cease to have any such designation rightsrelated Investment Fund, and shall no longer be deemed a Designating Member(2) in the case of an issuance, notwithstanding repurchase or forfeiture, an issuance, repurchase or forfeiture by such Blocker Corporation or Investment Fund of securities or interests in such Blocker Corporation to or from an investor that after giving effect to is made as part of with such Transfer such transferring Member continues to hold investor’s overall investment in, and/or commitment to, the Requisite Ownership Thresholdrelated Investment Fund. (c) No Each Member or Blocker Corporation that has been formed for the purpose of making an investment in NGR Management or for which the ownership interest in NGR Management constitutes a substantial portion of the assets of such Member (each, a “Newco Member”) shall not permit any Transfer of Equity Securities of such Newco Member or the issuance of Equity Securities in such Newco Member to the extent such Transfer has the purpose of avoiding or is otherwise undertaken in contemplation of avoiding or, at least in part, to avoid, the restrictions on Transfers in this Agreement (including a Permitted Transfer) may be undertaken unless and until it being understood that the following have occurred: (i) the proposed Transferee shall have agreed in writing to be bound by the terms purpose of this Agreement and provided Section 9.1(c) is to the Board its name, address, taxpayer identification number and any other information reasonably necessary to permit the Company to file all required federal and state tax returns or reasonably requested by the Board and (ii) the Member proposing to make such Transfer shall have delivered to the Company an Opinion of Counsel (reasonably acceptable as to form, substance and identity of counsel to the Company) that no registration under the Securities Act is required in connection with such Transfer (unless the requirement of an opinion is waived by the Board). (d) By acceptance of prohibit the Transfer of any Equity Securities of such Newco Member or issuances of Equity Securities of such Newco Member that has the result and effect that such Newco Member has indirectly made a Transfer of Membership Interest in accordance with this Article IV and Article V, the Transferee Interests or Equity Securities of a Membership Interest shall be admitted NGR Management that would not have been directly permitted as a Member with respect to the Membership Interests so Transferred to such Transferee when any such Transfer or admission is reflected in the books and records of the Company. (e) Each Member making a Transfer shall be obligated to pay his or its own expenses incurred in connection with such Transfer, and the Company shall not have any obligation with respect thereto. Subject to under this Section 5.02(d), each Member making a Transfer shall pay, or reimburse the Company for, all reasonable costs and expenses incurred by the Company in connection with such Transfer and the admission of the Transferee as a Member, including the legal fees incurred in connection with the legal opinions referred to in Section 4.01(c9.1).]