Common use of Transfers and Encumbrances Clause in Contracts

Transfers and Encumbrances. (a) Subject to Paragraph 7.8, no Member or Assignee may Transfer all or any portion of its Interest (or beneficial interest therein) to any other Person without the prior written consent of the Managing Members, which consent may be given or withheld in the Managing Members' sole and absolute discretion, provided that any Member may Transfer all or any portion of its Interest without the consent of any other Member to any Affiliate thereof so long as (a) such Affiliate remains an affiliate of the transferring Member, and (b) the admission of such Affiliate as a Substitute Member remains subject to the provisions of Paragraph 7.6. Any purported Transfer which is not in accordance with this Agreement shall be null and void. Unless and until the Person receiving an Interest Transferred pursuant to, and in accordance with, this Paragraph 7.1 is admitted as a Substitute Member pursuant to Paragraph 7.6, such Person shall be an Assignee only, and shall have only such rights as are provided for in Paragraph 7.3. (b) No Member or Assignee may create an Encumbrance with respect to all or any portion of its Interest (or any beneficial interest therein) unless the Managing Members consent in writing thereto, which consent may be given or withheld, or made subject to such conditions as are determined by the Managing Members, in their sole and absolute discretion. Any purported Encumbrance which is not in accordance with this Agreement shall be null and void.

Transfers and Encumbrances. (a) Subject to Paragraph 7.8, no Member or Assignee may Transfer all --------- or any portion of its Interest (or beneficial interest therein) to any other Person without the prior written consent of the Managing Members, which consent may be given or withheld in the Managing Members' sole and absolute discretion, provided that any Member may Transfer all or any portion of its Interest without the consent of any other Member to any Affiliate thereof so long as (a) such Affiliate remains an affiliate of the transferring Member, and (b) the admission of such Affiliate as a Substitute Member remains subject to the provisions of Paragraph 7.6. Any purported Transfer which is not in --------- accordance with this Agreement shall be null and void. Unless and until the Person receiving an Interest Transferred pursuant to, and in accordance with, this Paragraph 7.1 is admitted as a Substitute Member pursuant to Paragraph --------- --------- 7.6, such Person shall be an Assignee only, and shall have only such rights as are provided for in Paragraph 7.3.. --------- (b) No Member or Assignee may create an Encumbrance with respect to all or any portion of its Interest (or any beneficial interest therein) unless the Managing Members consent in writing thereto, which consent may be given or withheld, or made subject to such conditions as are determined by the Managing Members, in their sole and absolute discretion. Any purported Encumbrance which is not in accordance with this Agreement shall be null and void.