Completion of a Transfer. Notwithstanding anything to the contrary herein, no Transfer will be complete or recognized by Grantor if Member is in default of the terms of this Membership Agreement (including if Member is in default of Member’s payment obligations hereunder, unless Grantor permits the assignment of any accrued but unpaid obligations to the Transferee) nor until (x) Member’s prospective Transferee has applied to Grantor for the Transfer of the Membership(s) on the form required by Grantor; (y) Member’s prospective Transferee has paid to Grantor or its designee the applicable transfer fee established by Grantor, provided that, the transfer fee shall not exceed 5% of the Membership Amount per transferred Membership; and (z) Grantor has recorded the Transfer of the Memberships(s) on the records maintained by Grantor for those purposes. The form of application required by Grantor will contain the prospective Transferee’s agreement to assume and perform the obligations of Transferor under this Membership Agreement accruing on and after the date of the Transfer. Only a Permitted Transfer of the Membership(s) will release Transferor from Transferor’s obligations under this Membership Agreement unless Grantor expressly releases Transferor in writing. Once Transferor completes the Transfer of its Membership(s) in accordance with this Membership Agreement, Transferor will no longer have any rights, and Grantor will have no further obligation or liability to Member with respect to the Membership(s), or under this Membership Agreement, except as set forth in Section 4(d)(i)(3) of this Exhibit C.
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Sources: Membership Agreement, Membership Agreement