LIMITATIONS AND OBLIGATIONS OF A
HOLDER CONTAINED HEREIN BY WHICH A MEMBER OR OTHER HOLDER WOULD BE BOUND ON
ACCOUNT OF THE ASSIGNEE'S INTEREST IN THE COMPANY (INCLUDING THE OBLIGATION TO
MAKE REQUIRED CAPITAL CONTRIBUTIONS WITH RESPECT TO ANY TRANSFERRED UNITS).
(D)
ACCEPTANCE OF BENEFITS.
ANY PERSON WHO
ACQUIRES IN ANY MANNER WHATSOEVER ANY UNITS OR OTHER INTEREST IN THE COMPANY,
IRRESPECTIVE OF WHETHER SUCH PERSON HAS ACCEPTED AND ADOPTED IN WRITING THE
TERMS AND PROVISIONS OF THIS AGREEMENT, SHALL BE DEEMED BY THE ACCEPTANCE OF THE
BENEFITS OF THE ACQUISITION THEREOF TO HAVE AGREED TO BE SUBJECT TO AND BOUND BY
ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT THAT ANY PREDECESSOR IN SUCH
UNITS OR OTHER INTEREST IN THE COMPANY OF SUCH PERSON WAS SUBJECT TO OR BY WHICH
SUCH PREDECESSOR WAS BOUND.
(E)
RIGHTS AND OBLIGATIONS OF ASSIGNOR. ANY
MEMBER OR HOLDER WHO SHALL ASSIGN ANY UNITS OR OTHER INTEREST IN THE COMPANY
SHALL CEASE TO BE A MEMBER OR HOLDER OF THE COMPANY WITH RESPECT TO SUCH UNITS
OR OTHER INTEREST AND SHALL NO LONGER HAVE ANY RIGHTS OR PRIVILEGES OF A MEMBER
OR HOLDER WITH RESPECT TO SUCH UNITS OR OTHER INTEREST, EXCEPT THAT THE
APPLICABLE PROVISIONS OF ARTICLE VII SHALL CONTINUE TO INURE TO THE BENEFIT OF
SUCH MEMBER OR HOLDER IN ACCORDANCE WITH THE TERMS THEREOF.
UNLESS AND UNTIL
SUCH AN ASSIGNEE IS ADMITTED AS A SUBSTITUTED MEMBER IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 10.5 HEREOF, (I) SUCH ASSIGNING HOLDER SHALL RETAIN ALL OF
THE DUTIES, LIABILITIES AND OBLIGATIONS OF A HOLDER WITH RESPECT TO SUCH UNITS
OR OTHER INTEREST, INCLUDING, WITHOUT LIMITATION, THE OBLIGATION (TOGETHER WITH
ITS ASSIGNEE, PURSUANT TO SECTION 10.4(C) HEREOF) TO MAKE AND RETURN CAPITAL
CONTRIBUTIONS ON ACCOUNT OF SUCH UNITS OR OTHER INTEREST PURSUANT TO THE TERMS
OF THIS AGREEMENT AND (II) THE BOARD MAY, IN ITS SOLE DISCRETION, REINSTATE ALL
OR ANY PORTION OF THE RIGHTS AND PRIVILEGES OF SUCH HOLDER WITH RESPECT TO SUCH
UNITS OR OTHER INTEREST FOR ANY PERIOD OF TIME PRIOR TO THE DATE SUCH ASSIGNEE
BECOMES A SUBSTITUTED MEMBER.
NOTHING CONTAINED HEREIN SHALL RELIEVE ANY HOLDER
WHO TRANSFERS ANY UNITS OR OTHER INTEREST IN THE COMPANY FROM ANY LIABILITY OF
SUCH HOLDER TO THE COMPANY OR THE OTHER HOLDERS WITH RESPECT TO SUCH UNITS OR
OTHER INTEREST THAT MAY EXIST ON THE DATE SUCH ASSIGNEE BECOMES A SUBSTITUTED
MEMBER OR THAT IS OTHERWISE SPECIFIED IN THE ACT AND INCORPORATED INTO THIS
AGREEMENT OR FOR ANY LIABILITY TO THE COMPANY OR ANY OTHER PERSON FOR ANY
MATERIALLY FALSE STATEMENT MADE BY SUCH HOLDER (IN ITS CAPACITY AS SUCH) IN ANY
MANAGEMENT EQUITY AGREEMENT OR FOR ANY PRESENT OR FUTURE BREACHES OF ANY
REPRESENTATIONS, WARRANTIES OR COVENANTS BY SUCH HOLDER (IN ITS CAPACITY AS
SUCH) CONTAINED HEREIN OR IN THE OTHER AGREEMENTS WITH THE COMPANY.
10.5
Admission of Substituted Member.
(A)
ADMISSION.
AN ASSIGNEE OF ANY UNITS OR
OTHER INTERESTS IN THE COMPANY OF A MEMBER, OR ANY PORTION THEREOF, SHALL BECOME
A