Common use of Assignee’s Rights Clause in Contracts

Assignee’s Rights. (a) The Transfer of a Unit in accordance with this Agreement shall be effective as of the date of such Transfer (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Profits, Losses and other items of the Company shall be allocated between the transferor and the transferee according to Code Section 706, using any permissible method as determined in the reasonable discretion of the Manager. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made on or after such date shall be paid to the Assignee. (b) Unless and until an Assignee becomes a Member pursuant to Article XII, the Assignee shall not be entitled to any of the rights granted to a Member hereunder or under applicable Law, other than the rights granted specifically to Assignees pursuant to this Agreement; provided, however, that, without relieving the Transferring Member from any such limitations or obligations as more fully described in Section 10.06, such Assignee shall be bound by any limitations and obligations of a Member contained herein by which a Member would be bound on account of the Assignee’s Units (including the obligation to make Capital Contributions on account of such Units).

Assignee’s Rights. (a) The Transfer of a Unit Company Interest in accordance with this Agreement shall be effective as of the date of such Transfer its assignment (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Profits, Losses and other Company items of the Company shall be allocated between the transferor and the transferee Assignee according to Code Section 706, using any permissible method as determined in the reasonable discretion of the Manager. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made on or after such date shall be paid to the Assignee. (b) Unless and until an Assignee becomes a Member pursuant to Article XII, the Assignee shall not be entitled to any of the rights granted to a Member hereunder or under applicable Law, other than the rights granted specifically to Assignees pursuant to this Agreement; provided, however, that, without relieving the Transferring transferring Member from any such limitations or obligations as more fully described in Section 10.06, such Assignee shall be bound by any limitations and obligations of a Member contained herein by which that a Member would be bound on account of the Assignee’s Units Company Interest (including the obligation to make Capital Contributions on account of such UnitsCompany Interest).

Assignee’s Rights. (a) The Transfer of a Unit Company Interest in accordance with this Agreement shall be effective as of the date of such Transfer its assignment (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Profits, Losses and other Company items of the Company shall be allocated between the transferor Transferor and the transferee Assignee according to Code Section 706, using any permissible method as determined in the reasonable discretion of the Manager. Distributions made before the effective date of such Transfer shall be paid to the transferorTransferor, and Distributions made on or after such date shall be paid to the Assignee. (b) Unless and until an Assignee becomes a Member pursuant to Article XII, the Assignee shall not be entitled to any of the rights granted to a Member hereunder or under applicable Law, other than the rights granted specifically to Assignees pursuant to this Agreement; provided, however, that, without relieving the Transferring Member from any such limitations or obligations as more fully described in Section 10.06, such Assignee shall be bound by any limitations and obligations of a Member contained herein by which that a Member would be bound on account of the Assignee’s Units Company Interest (including the obligation to make Capital Contributions on account of such UnitsCompany Interest).

Assignee’s Rights. (a) The Transfer of a Unit Limited Partner Interest in accordance with this Agreement shall be effective as of the date of such Transfer its assignment (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the CompanyPartnership. Profits, Losses and other Partnership items of the Company shall be allocated between the transferor and the transferee Assignee according to Code Section 706, using any permissible method as determined in the reasonable discretion of the ManagerGeneral Partner. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made on or after such date shall be paid to the Assignee. (b) Unless and until an Assignee becomes a Member Limited Partner pursuant to Article XII, the Assignee shall not be entitled to any of the rights granted to a Member Limited Partner hereunder or under applicable Law, other than the rights granted specifically to Assignees pursuant to this Agreement; provided, however, that, without relieving the Transferring Member transferring Limited Partner from any such limitations or obligations as more fully described in Section 10.06, such Assignee shall be bound by any limitations and obligations of a Member Limited Partner contained herein by which that a Member Limited Partner would be bound on account of the Assignee’s Units Limited Partner Interest (including the obligation to make Capital Contributions on account of such UnitsLimited Partner Interest).

Assignee’s Rights. (a) The Transfer of a Unit in accordance with this Agreement shall be effective as of the date of such Transfer (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Profits, Losses and other items of the Company shall be allocated between the transferor and the transferee according to Code Section 706, using any permissible method as determined in the reasonable discretion of the ManagerBoard of Managers. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made on or after such date shall be paid to the Assignee. (b) Unless and until an Assignee becomes a Member pursuant to Article XII, the Assignee shall not be entitled to any of the rights granted to a Member hereunder or under applicable Law, other than the rights granted specifically to Assignees pursuant to this Agreement; provided, however, provided however that, without relieving the Transferring Member from any such limitations or obligations as more fully described in Section 10.06, such Assignee shall be bound by any limitations and obligations of a Member contained herein by which a Member would be bound on account of the Assignee’s Units (including the obligation to make Capital Contributions on account of such Units).

Assignee’s Rights. (a) The Transfer of a Unit Company Interest in accordance with this Agreement shall be effective as of the date of such Transfer its assignment (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records Schedule of the CompanyMembers. Profits, Losses and other Company items of the Company shall be allocated between the transferor and the transferee Assignee according to Code Section 706, using any permissible method as determined in the reasonable discretion of the Manager. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made on or after such date shall be paid to the Assignee. (b) Unless and until an Assignee becomes a Member pursuant to Article XII, the Assignee shall not be entitled to any of the rights granted to a Member hereunder or under applicable Law, other than the rights granted specifically to Assignees pursuant to this Agreement; provided, however, that, without relieving the Transferring transferring Member from any such limitations or obligations as more fully described in Section 10.06, such Assignee shall be bound by any limitations and obligations of a Member contained herein by which that a Member would be bound on account of the Assignee’s Units Company Interest (including the obligation to make Capital Contributions on account of such UnitsCompany Interest).

Assignee’s Rights. (a) The Transfer of a Unit Company Interest in accordance with this Agreement shall be effective as of the date of such Transfer its assignment (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Profits, Losses and other Company items of the Company shall be allocated between the transferor and the transferee Assignee according to Code Section 706, using any permissible method as determined in the reasonable discretion of the Manager. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made on or after such date shall be paid to the Assignee. (b) Unless and until an Assignee becomes a Member pursuant to Article ARTICLE XII, the Assignee shall not be entitled to any of the rights granted to a Member hereunder or under applicable Law, other than the rights granted specifically to Assignees pursuant to this Agreement; provided, however, that, without relieving the Transferring transferring Member from any such limitations or obligations as more fully described in Section 10.06, such Assignee shall be bound by any limitations and obligations of a Member contained herein by which that a Member would be bound on account of the Assignee’s Units Company Interest (including the obligation to make Capital Contributions on account of such UnitsCompany Interest).

Assignee’s Rights. (a) The Transfer of a Unit in accordance with this Agreement shall be effective as of the date of such Transfer (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Profits, Losses and other items of the Company shall be allocated between the transferor and the transferee according to Code Section 706706 of the Code, using any permissible method as determined in the reasonable discretion of the Manager. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made on or after such date shall be paid to the Assignee. (b) Unless and until an Assignee becomes a Member pursuant to Article XIIXI, the Assignee shall not be entitled to any of the rights granted to a Member hereunder or under applicable Law, other than the rights granted specifically to Assignees pursuant to this Agreement; provided, however, that, without relieving the Transferring Member from any such limitations or obligations as more fully described in Section 10.0610.6, such Assignee shall be bound by any limitations and obligations of a Member contained herein by which a Member would be bound on account of the Assignee’s Units (including the obligation to make Capital Contributions on account of such Units).

Assignee’s Rights. (a) The Transfer of a Unit in accordance with this Agreement shall be effective as of the date of such Transfer (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Profits, Losses and other items of the Company shall be allocated between the transferor and the transferee according to Code Section 706, using any permissible method as determined in the reasonable discretion of the Manager. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made on or after such date shall be paid to the Assignee. (b) Unless and until an Assignee becomes a Member pursuant to Article XII, the Assignee shall not be entitled to any of the rights granted to a Member hereunder or under applicable Law, other than the rights granted specifically to Assignees pursuant to this Agreement; provided, however, provided however that, without relieving the Transferring Member from any such limitations or obligations as more fully described in Section 10.06, such Assignee shall be bound by any limitations and obligations of a Member contained herein by which a Member would be bound on account of the Assignee’s Units (including the obligation to make Capital Contributions on account of such Units).

Assignee’s Rights. (a) The Transfer of a Unit Company Interest in accordance with this Agreement shall be effective as of the date of such its Transfer (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Profits, Losses and other Company items of the Company shall be allocated between the transferor and the transferee Assignee according to Code Section 706706 of the Code, using any permissible method as determined in the reasonable discretion of the ManagerManaging Member. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made on or after such date shall be paid to the Assignee. (b) Unless and until an Assignee becomes a Member pursuant to Article XIIXI, the Assignee shall not be entitled to any of the rights granted to a Member hereunder or under applicable Law, other than the rights granted specifically to Assignees pursuant to this Agreement; provided, however, that, without relieving the Transferring transferring Member from any such limitations or obligations as more fully described in Section 10.06, such Assignee shall be bound by any limitations and obligations of a Member contained herein by which that a Member would be bound on account of the Assignee’s Units Company Interest (including the obligation to make Capital Contributions on account of such UnitsCompany Interest).

Assignee’s Rights. (a) The Transfer of a Unit Units in accordance with this LLC Agreement shall be effective as of the date of such Transfer its assignment (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Profits, Losses and other Company items of the Company shall be allocated between the transferor Transferor and the transferee Assignee according to Code Section 706, using any permissible method as determined in the reasonable discretion of the ManagerBoard. Distributions made before the effective date of such Transfer shall be paid to the transferorTransferor, and Distributions made on or after such date shall be paid to the Assignee. (b) Unless and until an Assignee becomes a Member pursuant to Article XIIthis ARTICLE IX, the Assignee shall not be entitled to any of the rights granted to a Member hereunder or under applicable Law, other than the rights granted specifically to Assignees pursuant to this LLC Agreement; provided, however, that, without relieving the Transferring Member from any such limitations or obligations as more fully described in Section 10.069.7, such Assignee shall be bound by any limitations and obligations of a Member contained herein by which a Member would be bound on account of the Assignee’s ownership of Units (including the obligation to make Capital Contributions on account of such Unitsownership).

Assignee’s Rights. (a) The Transfer of a Unit Company Interest in accordance with this Agreement shall be effective as of the date of such its Transfer (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Profits, Losses and other Company items of the Company shall be allocated between the transferor and the transferee Assignee according to Code Section 706706 of the Code, using any permissible method as determined in the reasonable discretion of the ManagerManaging Member. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made on or after such date shall be paid to the Assignee. (b) Unless and until an Assignee becomes a Member pursuant to Article XIIARTICLE XI, the Assignee shall not be entitled to any of the rights granted to a Member hereunder or under applicable Law, other than the rights granted specifically to Assignees pursuant to this Agreement; provided, however, that, without relieving the Transferring transferring Member from any such limitations or obligations as more fully described in Section 10.0610.07, such Assignee shall be bound by any limitations and obligations of a Member contained herein by which that a Member would be bound on account of the Assignee’s Units Company Interest (including the obligation to make Capital Contributions on account of such UnitsCompany Interest).

Assignee’s Rights. (a) The Transfer of a Unit an LLC Interest in accordance with this Agreement shall be effective as of the date of such Transfer (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Profits, Losses and other items of the Company shall be allocated between the transferor and the transferee according to Code Section 706, using any permissible method as determined in the reasonable discretion of the Manager. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made on or after such date shall be paid to the Assignee. (b) Unless and until an Assignee becomes a Member pursuant to Article XIIXI, the Assignee shall not be entitled to any of the rights granted to a Member hereunder or under applicable Law, other than the rights granted specifically to Assignees pursuant to this Agreement; provided, however, that, without relieving the Transferring Member from any such limitations or obligations as more fully described in Section 10.06, such Assignee shall be bound by any limitations and obligations of a Member contained herein by which a Member would be bound on account of the Assignee’s Units LLC Interests (including the obligation to make Capital Contributions on account of such UnitsLLC Interests).

Assignee’s Rights. (a) The Transfer of a Unit Company Interest in accordance with this Agreement shall be effective as of the date of such Transfer its assignment (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Profits, Losses and other Company items of the Company shall be allocated between the transferor and the transferee Assignee according to Code Section 706, using any permissible method as determined in the reasonable discretion of the Manager. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made on or after such date shall be paid to the Assignee. (b) Unless and until an Assignee becomes a Member pursuant to Article XII, the Assignee shall not be entitled to any of the rights granted to a Member hereunder or under applicable Lawlaw, other than the rights granted specifically to Assignees pursuant to this Agreement; provided, however, that, without relieving the Transferring transferring Member from any such limitations or obligations as more fully described in Section 10.0610.6, such Assignee shall be bound by any limitations and obligations of a Member contained herein by which that a Member would be bound on account of the Assignee’s Units Company Interest (including the obligation to make Capital Contributions on account of such UnitsCompany Interest).

Assignee’s Rights. (a) The Transfer of a Unit in accordance with this Agreement shall be effective as of the date of such Transfer (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Net Profits, Net Losses and other items of the Company shall be allocated between the transferor and the transferee according to Code Section 706, using any permissible method as determined in the reasonable discretion of the Manager. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made on or after such date shall be paid to the Assignee. (b) Unless and until an Assignee becomes a Member pursuant to Article XII, the Assignee shall not be entitled to any of the rights granted to a Member hereunder or under applicable Law, other than the rights granted specifically to Assignees pursuant to this Agreement; provided, however, that, without relieving the Transferring Member from any such limitations or obligations as more fully described in Section 10.06, such Assignee shall be bound by any limitations and obligations of a Member contained herein by which a Member would be bound on account of the Assignee’s Units (including the obligation to make Capital Contributions on account of such Units).

Assignee’s Rights. ‌ (a) The Transfer of a Unit Company Interest in accordance with this Agreement shall be effective as of the date of such Transfer its assignment (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Profits, Losses and other Company items of the Company shall be allocated between the transferor and the transferee Assignee according to Code Section 706, using any permissible method as determined in the reasonable discretion of the Manager. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made on or after such date shall be paid to the Assignee. (b) Unless and until an Assignee becomes a Member pursuant to Article ARTICLE XII, the Assignee shall not be entitled to any of the rights granted to a Member hereunder or under applicable Law, other than the rights granted specifically to Assignees pursuant to this Agreement; provided, however, that, without relieving the Transferring transferring Member from any such limitations or obligations as more fully described in Section 10.06, such Assignee shall be bound by any limitations and obligations of a Member contained herein by which that a Member would be bound on account of the Assignee’s Units Company Interest (including the obligation to make Capital Contributions on account of such UnitsCompany Interest).

Assignee’s Rights. (a) The Transfer of a Unit Company Interest in accordance with this Agreement shall be effective as of the date of such Transfer its assignment (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records Schedule of the CompanyMembers. Profits, Losses and other Company items of the Company shall be allocated between the transferor and the transferee Assignee according to Code Section 706706 of the Code, using any permissible method as determined in the reasonable discretion of the Manager. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made on or after such date shall be paid to the Assignee. (b) Unless and until an Assignee becomes a Member pursuant to Article XII, the Assignee shall not be entitled to any of the rights granted to a Member hereunder or under applicable Law, other than the rights granted specifically to Assignees pursuant to this Agreement; provided, however, that, without relieving the Transferring transferring Member from any such limitations or obligations as more fully described in Section 10.0610.05, such Assignee shall be bound by any limitations and obligations of a Member contained herein by which that a Member would be bound on account of the Assignee’s Units Company Interest (including the obligation to make Capital Contributions on account of such UnitsCompany Interest).

Assignee’s Rights. (a) The Transfer of a Unit in accordance with this Agreement shall be effective as of the date of such Transfer (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Profits, Losses and other items of the Company shall be allocated between the transferor and the transferee according using the interim closing method (and calendar day convention) pursuant to Code Section 706, using any permissible method as determined in 706 and the reasonable discretion of the Managerapplicable Treasury Regulations. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made on or after such date shall be paid to the Assignee. (b) Unless and until an Assignee becomes a Member pursuant to Article XIIXI, the Assignee shall not be entitled to any of the rights granted to a Member hereunder or under applicable Law, other than the rights granted specifically to Assignees pursuant to this Agreement; provided, however, that, without relieving the Transferring Member from any such limitations or obligations as more fully described in Section 10.06, such Assignee shall be bound by any limitations and obligations of a Member contained herein by which a Member would be bound on account of the Assignee’s Units (including the obligation to make Capital Contributions on account of such Units).

Assignee’s Rights. (a) A. The Transfer of a Unit Membership Interest in accordance with this Agreement shall be effective as of the date of such Transfer its assignment (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Profits, Losses and other Company items of the Company shall be allocated between the transferor and the transferee Assignee according to Code Section 706, using any permissible method as determined in the reasonable discretion of the Manager. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made on or after such date shall be paid to the Assignee. (b) B. Unless and until an Assignee becomes a Member pursuant to Article XIISection 8.3, the Assignee shall not be entitled to any of the rights granted to a Member hereunder or under applicable Law, other than the rights granted specifically to Assignees pursuant to this Agreement; provided, however, that, without relieving the Transferring transferring Member from any such limitations or obligations as more fully described in Section 10.066.6, such Assignee shall be bound by any limitations and obligations of a Member contained herein by which that a Member would be bound on account of the Assignee’s Units (including the obligation to make Capital Contributions on account of such Units)Membership Interest.

Assignee’s Rights. (a) The Transfer of a Unit Units or any interest in Units in accordance with this Agreement shall be effective as of the date of such Transfer its assignment (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the CompanyCompany in accordance with Section 3.01(d). Profits, Losses and other Company items of the Company shall be allocated between the transferor and the transferee Assignee according to Code Section 706706 of the Code, using any permissible method as determined in the reasonable discretion of the Manager. Distributions made before the effective date time of such Transfer shall be paid to the transferor, and Distributions made on or after such date shall be paid to the Assignee. (b) Unless and until an Assignee becomes a Member pursuant to Article XII, the Assignee shall not be entitled to any of the rights granted to a Member hereunder or under applicable Law, other than the rights granted specifically to Assignees pursuant to this Agreement; provided, however, that, without relieving the Transferring transferring Member from any such limitations or obligations as more fully described in Section 10.06, such Assignee shall be bound by any limitations and obligations of a Member contained herein by which that a Member would be bound on account of the Assignee’s Units Company Interest (including the obligation to make Capital Contributions on account of such UnitsCompany Interest, to the extent applicable).

Assignee’s Rights. (a) The Transfer of a Unit Limited Partner Interest in accordance with this Agreement shall be effective as of the date of such Transfer its assignment (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the CompanyPartnership. Profits, Losses and other Partnership items of the Company shall be allocated between the transferor and the transferee Assignee according to Code Section 706, using any permissible method as determined in the reasonable discretion of the ManagerGeneral Partner. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made on or after such date shall be paid to the Assignee. (b) Unless and until an Assignee becomes a Member Limited Partner pursuant to Article XII, the Assignee shall not be entitled to any of the rights granted to a Member Limited Partner hereunder or under applicable Law, other than the rights granted specifically to Assignees pursuant to this Agreement; provided, however, that, without relieving the Transferring Member transferring Limited Partner from any such limitations or obligations as more fully described in Section 10.06, such Assignee shall be bound by any limitations and obligations of a Member Limited Partner contained herein by which that a Member Limited Partner would be bound on account of the Assignee’s Units Limited Partner Interest (including the obligation to make Capital Contributions on account of such UnitsLimited Partner Interest), including any such limitations and obligations set forth in the Investor and Registration Rights Agreement and the Certificate of Designation.

Assignee’s Rights. (a) The Transfer of a Unit in accordance with this Agreement shall be effective as of the date of such Transfer (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Profits, Losses and other items of the Company shall be allocated between the transferor and the transferee according to Code Section 706706 of the Code, using any permissible method as determined in the reasonable discretion of the ManagerBoard of Managers. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made on or after such date shall be paid to the Assignee. (b) Unless and until an Assignee becomes a Member pursuant to Article XII, the Assignee shall not be entitled to any of the rights granted to a Member hereunder or under applicable Law, other than the rights granted specifically to Assignees pursuant to this Agreement; provided, however, provided however that, without relieving the Transferring Member from any such limitations or obligations as more fully described in Section 10.06, such Assignee shall be bound by any limitations and obligations of a Member contained herein by which a Member would be bound on account of the Assignee’s Units (including the obligation to make Capital Contributions on account of such Units).

Assignee’s Rights. (a) The Transfer of a Unit Company Interest in accordance with this Agreement shall be effective as of the date of such Transfer its assignment (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Profits, Losses and other Company items of the Company shall be allocated between the transferor and the transferee Assignee according to Code Section 706, using any permissible method as determined in the reasonable discretion of the Manager. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made on or after such date shall be paid to the Assignee. (b) Unless and until an Assignee becomes a Member pursuant to Article ARTICLE XII, the Assignee shall not be entitled to any of the rights granted to a Member hereunder or under applicable Law, other than the rights granted specifically to Assignees pursuant to this Agreement; provided, however, that, without relieving the Transferring transferring Member from any such limitations or obligations as more fully described in Section 10.0610.6, such Assignee shall be bound by any limitations and obligations of a Member contained herein by which that a Member would be bound on account of the Assignee’s Units Company Interest (including the obligation to make Capital Contributions on account of such UnitsCompany Interest).

Assignee’s Rights. (a) The Transfer of a Unit in accordance with this Agreement shall be effective as of the date of such Transfer its assignment (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Profits, Losses and other items of the Company shall be allocated between the transferor and the transferee according to Code Section 706, using any permissible method as determined in the reasonable discretion of the Manager. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made on or after such date shall be paid to the Assignee. (b) Unless and until an Assignee becomes a Member pursuant to Article XII, the Assignee shall not be entitled to any of the rights granted to a Member hereunder or under applicable Law, other than the rights granted specifically to Assignees pursuant to this Agreement; provided, however, that, without relieving the Transferring Member from any such limitations or obligations as more fully described in Section 10.06, such Assignee shall be bound by any limitations and obligations of a Member contained herein by which that a Member would be bound on account of the Assignee’s Units (including the obligation to make Capital Contributions on account of such Units).

Assignee’s Rights. (a) The Transfer of a Unit Company Interest in accordance with this Agreement shall be effective as of the date of such Transfer its assignment (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Profits, Losses and other Company items of the Company shall be allocated between the transferor and the transferee Assignee according to Code Section 706706 of the Code, using any permissible method as determined in the reasonable discretion of the Manager. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made on or after such date shall be paid to the Assignee. (b) Unless and until an Assignee becomes a Member pursuant to Article XII, the Assignee shall not be entitled to any of the rights granted to a Member hereunder or under applicable Law, other than the rights granted specifically to Assignees pursuant to this Agreement; provided, however, that, without relieving the Transferring transferring Member from any such limitations or obligations as more fully described in Section 10.06, such Assignee shall be bound by any limitations and obligations of a Member contained herein by which that a Member would be bound on account of the Assignee’s Units Company Interest (including the obligation to make Capital Contributions on account of such UnitsCompany Interest, to the extent applicable).

Assignee’s Rights. (a) The Transfer of a Unit in accordance with this Agreement shall be effective as of the date of such Transfer (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Profits, Losses and other items of the Company shall be allocated between the transferor and the transferee according to Code Section 706, using any permissible method as determined in the reasonable discretion of the Manager. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made on or after such date shall be paid to the Assignee. (b) Unless and until an Assignee becomes a Member pursuant to Article XII, to the fullest extent permitted by law, the Assignee shall not be entitled to any of the rights granted to a Member hereunder or under applicable Law, other than the rights granted specifically to Assignees pursuant to this Agreement; provided, however, that, without relieving the Transferring Member from any such limitations or obligations as more fully described in Section 10.06, such Assignee shall be bound by any limitations and obligations of a Member contained herein by which a Member would be bound on account of the Assignee’s Units (including the obligation to make Capital Contributions on account of such Units).

Assignee’s Rights. (a) The Transfer of a Unit Company Interest in accordance with this Agreement shall be effective as of the date of such Transfer its assignment (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Profits, Losses and other Company items of the Company shall be allocated between the transferor and the transferee Assignee according to Code Section 706, using any permissible method as determined in the reasonable discretion of the Manager. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made on or after such date shall be paid to the Assignee. (b) Unless and until an Assignee becomes a Member pursuant to Article XII, the Assignee shall not be entitled to any of the rights granted to a Member hereunder or under applicable Lawlaw, other than the rights granted specifically to Assignees pursuant to this Agreement; provided, however, that, without relieving the Transferring transferring Member from any such limitations or obligations as more fully described in Section 10.060, such Assignee shall be bound by any limitations and obligations of a Member contained herein by which that a Member would be bound on account of the Assignee’s Units Company Interest (including the obligation to make Capital Contributions on account of such UnitsCompany Interest).

Assignee’s Rights. (a) The Transfer of a Unit Company Interest in accordance with this Agreement shall be effective as of asof the date of such Transfer its assignment (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Profits, Losses and other Company items of the Company shall be allocated between the transferor and the transferee Assignee according to Code Section 706, using any permissible method as determined in the reasonable discretion of the Manager. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made on or after such date shall be paid to the Assignee. (b) Unless and until an Assignee becomes a Member pursuant to Article ARTICLE XII, the Assignee shall not be entitled to any of the rights granted to a Member hereunder or under applicable Law, other than the rights granted specifically to Assignees pursuant to this Agreement; provided, howeverhowever , that, without relieving the Transferring transferring Member from any such limitations or obligations as more fully described in Section 10.06, such Assignee shall be bound by any limitations and obligations of a Member contained herein by which that a Member would be bound on account of the Assignee’s Units Company Interest (including the obligation to make Capital Contributions on account of such UnitsCompany Interest).

Assignee’s Rights. (a) The Transfer of a Unit Limited Partner Interest in accordance with this Agreement shall be effective as of the date of such Transfer its assignment (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the CompanyPartnership. Profits, Losses and other Partnership items of the Company shall be allocated between the transferor and the transferee Assignee according to Code Section 706, using any permissible method as determined in the reasonable discretion of the ManagerGeneral Partner. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made on or after such date shall be paid to the Assignee. (b) Unless and until an Assignee becomes a Member Limited Partner pursuant to Article XII, the Assignee shall not be entitled to any of the rights granted to a Member Limited Partner hereunder or under applicable Law, other than the rights granted specifically to Assignees pursuant to this Agreement; provided, however, that, without relieving the Transferring Member transferring Limited Partner from any such limitations or obligations as more fully described in Section 10.06, such Assignee shall be bound by any limitations and obligations of a Member Limited Partner contained herein by which that a Member Limited Partner would be bound on account of the Assignee’s Units Limited Partner Interest (including the obligation to make Capital Contributions on account of such UnitsLimited Partner Interest), including any such limitations and obligations set forth in the Amended and Restated Investor and Registration Rights Agreement and the Articles of Incorporation.

Assignee’s Rights. (a) The Transfer of a Unit Company Interest in accordance with this Agreement shall be effective as of the date of such its Transfer (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records Schedule of the CompanyMembers. Profits, Losses and other Company items of the Company shall be allocated between the transferor and the transferee Assignee according to Code Section 706, using any permissible method as determined in the reasonable discretion of the Manager. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made on or after such date shall be paid to the Assignee. (b) Unless and until an Assignee becomes a Member pursuant to Article XII, the Assignee shall not be entitled to any of the rights granted to a Member hereunder or under applicable Law, other than the rights granted specifically to Assignees pursuant to this Agreement; provided, however, that, that without relieving the Transferring Member from any such limitations or obligations as more fully described in Section 10.06, such Assignee shall be bound by any limitations and obligations of a Member contained herein by which that a Member would be bound on account of the Assignee’s Units (including the obligation to make Capital Contributions on account of such Units)Company Interest.

Assignee’s Rights. (a) The Transfer of a Unit Company Interest in accordance with this Agreement shall be effective as of the date of such Transfer its assignment (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Profits, Losses and other Company items of the Company shall be allocated between the transferor and the transferee Assignee according to Code Section 706, using any permissible method as determined in the reasonable discretion of the Manager. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made on or after such date shall be paid to the Assignee. (b) Unless and until an Assignee becomes a Member pursuant to Article ARTICLE XII, the Assignee shall not be entitled to any of the rights granted to a Member hereunder or under applicable Law, other than the rights granted specifically to Assignees pursuant to this Agreement; provided, howeverhowever , that, without relieving the Transferring transferring Member from any such limitations or obligations as more fully described in Section 10.0610.06 , such Assignee shall be bound by any limitations and obligations of a Member contained herein by which that a Member would be bound on account of the Assignee’s Units Company Interest (including the obligation to make Capital Contributions on account of such UnitsCompany Interest).

Assignee’s Rights. (a) The Transfer of a Unit Company Interest in accordance with this Agreement shall be effective as of the date of such Transfer its assignment (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Profits, Losses and other Company items of the Company shall be allocated between the transferor and the transferee Assignee according to Code Section 706, using any permissible method as determined in the reasonable discretion of the Manager. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made on or after such date shall be paid to the Assignee. (b) Unless and until an Assignee becomes a Member pursuant to Article XII, the Assignee shall not be entitled to any of the rights granted to a Member hereunder or under applicable Law, other than the rights granted specifically to Assignees pursuant to this Agreement; provided, however, that, without relieving the Transferring transferring Member from any such limitations or obligations as more fully described in Section 10.06, such Assignee shall be bound by any limitations and obligations of a Member contained herein by which that a Member would be bound on account of the Assignee’s Units Company Interest (including the obligation obligation, if any, to make Capital Contributions on account of such UnitsCompany Interest).

Assignee’s Rights. (a) The Transfer of a Unit Company Interest in accordance with this Agreement shall be effective as of the date of such its Transfer (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Profits, Losses and other Company items of the Company shall be allocated between the transferor and the transferee Assignee according to Code Section 706706 of the Code, using any permissible method as determined in the reasonable discretion of the ManagerManaging Member. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made on or after such date shall be paid to the Assignee. (b) Unless and until an Assignee becomes a Member pursuant to Article XII‎Article XI, the Assignee shall not be entitled to any of the rights granted to a Member hereunder or under applicable Law, other than the rights granted specifically to Assignees pursuant to this Agreement; provided, however, that, without relieving the Transferring transferring Member from any such limitations or obligations as more fully described in Section ‎Section 10.06, such Assignee shall be bound by any limitations and obligations of a Member contained herein by which that a Member would be bound on account of the Assignee’s Units Company Interest (including the obligation to make Capital Contributions on account of such UnitsCompany Interest).

Assignee’s Rights. (a) The Transfer of a Unit Company Interest in accordance with this Agreement shall be effective as of the date of such its Transfer (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Profits, Losses and other Company items of the Company shall be allocated between the transferor and the transferee Assignee according to Code Section 706706 of the Code, using any permissible method as determined in the reasonable discretion of the ManagerManaging Member. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made on or after such date shall be paid to the Assignee. (b) Unless and until an Assignee becomes a Member pursuant to Article XII‎‎Article 11, the Assignee shall not be entitled to any of the rights granted to a Member hereunder or under applicable Law, other than the rights granted specifically to Assignees pursuant to this Agreement; Agreement; provided, however, that, without relieving the Transferring transferring Member from any such limitations or obligations as more fully described in Section ‎Section 10.06, such Assignee shall be bound by any limitations and obligations of a Member contained herein by which that a Member would be bound on account of the Assignee’s Units Company Interest (including the obligation to make Capital Contributions on account of such UnitsCompany Interest).

Assignee’s Rights. (a) The Transfer of a Unit in accordance with this Agreement shall be effective as of the date of such Transfer its assignment (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Profits, Losses and other items of the Company shall be allocated between the transferor and the transferee according to Code Section 706, using any permissible method as determined in the reasonable US-DOCS\114008886.14 discretion of the Manager. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made on or after such date shall be paid to the Assignee. (b) Unless and until an Assignee becomes a Member pursuant to Article XII, the Assignee shall not be entitled to any of the rights granted to a Member hereunder or under applicable Law, other than the rights granted specifically to Assignees pursuant to this Agreement; provided, however, that, without relieving the Transferring Member from any such limitations or obligations as more fully described in Section 10.06, such Assignee shall be bound by any limitations and obligations of a Member contained herein by which that a Member would be bound on account of the Assignee’s Units (including the obligation to make Capital Contributions on account of such Units).

Assignee’s Rights. (a) The A Transfer of a Unit in accordance with this Agreement shall be effective as of the date of assignment; provided that such Transfer (assuming is in compliance with all the terms of the conditions to such Transfer set forth herein), and this Agreement. Any such Transfer shall be shown on the books and records of the Company. Any Transfer of a Unit that does not comply with the terms and conditions of this Agreement shall be void ab initio, and the Company shall not be required to recognized any such Transfer. If a Transfer is permitted under this Agreement, Profits, Losses and other Company items of the Company shall be allocated between the relevant transferor and the transferee assignee (the “Assignee”) according to Code Section 706, 706 using any permissible method as determined in the reasonable discretion whichever of the Manager. “proration” method and “interim closing of the books” method that the Board may direct relative to such Transfer, and Distributions made before the effective date and time of such Transfer shall be paid to the transferor, and Distributions made on or after such date and time shall be paid to the Assignee. (b) Unless and until an Assignee becomes a Member pursuant to Article XIISection 9.4(c), the Assignee shall not be entitled to any of the rights granted to a Member hereunder under this Agreement or under applicable Lawlaw, other than the rights granted specifically to Assignees pursuant to this AgreementAgreement and to have the other rights granted to Assignees pursuant to the Delaware Act; provided, however, that, provided that without relieving the Transferring transferring Member from any such limitations or obligations as more fully described in Section 10.06obligations, such Assignee shall be bound by any limitations and obligations of a Member contained herein in this Agreement by which a Member or other Member would be bound on account of the Assignee’s ownership of Units by the Assignee (including the obligation obligation, if any, to make Capital Contributions on account of such Units).

Assignee’s Rights. (a) The A Transfer of a Unit in accordance with this Agreement shall be effective as of the date of assignment; provided that such Transfer (assuming is in compliance with all the terms of the conditions to such Transfer set forth herein), and this Agreement. Any such Transfer shall be shown on the books and records of the Company. Any Transfer of a Unit that does not comply with the terms and conditions of this Agreement shall be void ab initio, and the Company shall not be required to recognized any such Transfer. If a Transfer is permitted under this Agreement, Profits, Losses and other Company items of the Company shall be allocated between the relevant transferor and the transferee assignee (the “Assignee”) according to Code Section 706, 706 using any permissible method as determined in the reasonable discretion whichever of the Manager. “proration” method and “interim closing of the books” method that the Board may direct relative to such Transfer, and Distributions made before the effective date and 38 time of such Transfer shall be paid to the transferor, and Distributions made on or after such date and time shall be paid to the Assignee. (b) Unless and until an Assignee becomes a Member pursuant to Article XIISection 9.4(c), the Assignee shall not be entitled to any of the rights granted to a Member hereunder under this Agreement or under applicable Lawlaw, other than the rights granted specifically to Assignees pursuant to this AgreementAgreement and to have the other rights granted to Assignees pursuant to the Delaware Act; provided, however, that, provided that without relieving the Transferring transferring Member from any such limitations or obligations as more fully described in Section 10.06obligations, such Assignee shall be bound by any limitations and obligations of a Member contained herein in this Agreement by which a Member or other Member would be bound on account of the Assignee’s ownership of Units by the Assignee (including the obligation obligation, if any, to make Capital Contributions on account of such Units).

Assignee’s Rights. (a) The Transfer A permitted transfer of a Unit in accordance with this Agreement Company Interest shall be effective as of the date of such Transfer (assuming assignment and compliance with all of the conditions to such Transfer set forth herein), transfer and such Transfer transfer shall be shown on the books and records of the Company. Profits, Losses and other Company items of the Company shall be allocated between the transferor and the transferee Assignee according to Code Section 706, using any permissible method as determined in the reasonable discretion of the Manager. Distributions made before the effective date of such Transfer transfer shall be paid to the transferor, and Distributions made on or after such date shall be paid to the Assignee. (b) Unless and until an Assignee becomes a Member pursuant to Article XIIX, the Assignee shall not be entitled to any of the rights granted to a Member hereunder or under applicable Lawlaw, other than the rights granted specifically to Assignees pursuant to this AgreementAgreement and to have the other rights granted to Assignees pursuant to the Delaware Act; provided, however, provided that, without relieving the Transferring Member -------- transferring Unitholder from any such limitations or obligations as more fully described in Section 10.069.3, such Assignee shall be bound by any limitations and obligations of a Member Unitholder contained herein by which that a Member would be bound on account of the Assignee’s Units 's Company Interest (including the obligation to make Capital Contributions on account of such UnitsCompany Interest).

Assignee’s Rights. (a) The Transfer of a Unit Company Interest in accordance with this Agreement shall be effective as of the date of such Transfer its assignment (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Profits, Losses and other Company items of the Company shall be allocated between the transferor and the transferee Assignee according to Code Section 706, using any permissible method as determined in the reasonable discretion of the Manager. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made on or after such date shall be paid to the Assignee. (b) Unless and until an Assignee becomes a Member pursuant to Article ARTICLE XII, the Assignee shall not be entitled to any of the rights granted to a Member hereunder or under applicable Law, other than the rights granted specifically to Assignees pursuant to this Agreement; provided, however, that, without relieving the Transferring transferring Member from any such limitations or obligations as more fully described in Section 10.06, such Assignee shall be bound by any limitations and obligations of a Member contained herein by which that a Member would be bound on account of the Assignee’s Units 's Company Interest (including the obligation any obligations to make Capital Contributions on account of such UnitsCompany Interest).

Assignee’s Rights. (a) The Transfer of a Unit in accordance with this Agreement shall be effective as of the date of such Transfer (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Profits, Losses and other items of the Company shall be allocated between the transferor and the transferee according to Code Section 706, using any permissible method as determined in the reasonable discretion of the Manager. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions distributions made on or after such date shall be paid to the Assignee. (b) Unless and until an Assignee becomes a Member pursuant to Article XII, the Assignee shall not be entitled to any of the rights granted to a Member hereunder or under applicable Law, other than the rights granted specifically to Assignees pursuant to this Agreement; provided, however, that, without relieving the Transferring Member from any such limitations or obligations as more fully described in Section 10.06, such Assignee shall be bound by any limitations and obligations of a Member contained herein by which a Member would be bound on account of the Assignee’s Units (including the obligation to make Capital Contributions on account of such Units).