PERSON TO
WHOM A TRANSFER MAY BE MADE PURSUANT TO THIS ARTICLE 9, OTHER THAN PURSUANT TO
SECTION 9.1(A), MAY ALSO BE REQUIRED, IN THE REASONABLE DISCRETION OF A MANAGING
MEMBER, AND AS A CONDITION PRECEDENT TO ITS BECOMING A TRANSFEREE TO MAKE
CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS TO EVIDENCE COMPLIANCE WITH
U.S. FEDERAL AND STATE SECURITIES LAWS INCLUDING, BUT NOT LIMITED TO,
REPRESENTATIONS AS TO ITS NET WORTH, SOPHISTICATION AND INVESTMENT INTENT.
9.3
SUBSTITUTED MEMBERS.
(A)
MEMBERS WHO TRANSFER ALL OF THEIR INTERESTS
PURSUANT TO AN ASSIGNMENT OR ASSIGNMENTS PERMITTED UNDER THIS AGREEMENT SHALL
CEASE TO BE MEMBERS OF THE COMPANY EXCEPT THAT UNLESS AND UNTIL A SUBSTITUTED
MEMBER IS ADMITTED IN ITS STEAD, THE ASSIGNING MEMBER SHALL NOT CEASE TO BE A
MEMBER OF THE COMPANY UNDER THE ACT AND SHALL RETAIN THE RIGHTS AND POWERS OF A
MEMBER UNDER THE ACT AND HEREUNDER, PROVIDED THAT SUCH ASSIGNING MEMBER MAY,
PRIOR TO THE ADMISSION OF A SUBSTITUTED MEMBER, ASSIGN ITS ECONOMIC INTEREST IN
ITS INTEREST, TO THE EXTENT OTHERWISE PERMITTED UNDER ARTICLE 9.
ANY PERSON WHO
IS AN ASSIGNEE OF ANY PORTION OF THE INTEREST OF A MEMBER AND WHO HAS SATISFIED
THE REQUIREMENTS OF ARTICLE 9 SHALL BECOME A SUBSTITUTED MEMBER ONLY WHEN (I)
GHGP (OR, IF GHGP HAS BEEN DIVESTED OF ITS ADMINISTRATIVE RIGHTS PURSUANT TO
SECTION 4.9(B), A DESIGNEE OF THE WHITEHALL GROUP) HAS ENTERED SUCH ASSIGNEE AS
A MEMBER ON THE BOOKS AND RECORDS OF THE COMPANY, WHICH GHGP IS HEREBY DIRECTED
TO DO UPON SATISFACTION OF SUCH REQUIREMENTS, AND (II) SUCH ASSIGNEE SHALL HAVE
PAID ALL REASONABLE LEGAL FEES AND FILING COSTS IN CONNECTION WITH THE
SUBSTITUTION AS A MEMBER.
FOR THE AVOIDANCE OF DOUBT, IF A PERMITTED GENGATE
TRANSFEREE AT ANY TIME CEASES TO BE A PERMITTED GENGATE TRANSFEREE FOR ANY
REASON AND HAD BEEN PREVIOUSLY ADMITTED TO THE COMPANY AS A SUBSTITUTED MEMBER,
SUCH TRANSFEREE SHALL AUTOMATICALLY AND IMMEDIATELY CEASE TO BE A MEMBER AND,
INSTEAD, SHALL BE DEEMED AN ASSIGNEE OF ONLY THE ECONOMIC INTEREST OF THE
TRANSFEROR.
(B)
ANY PERSON WHO IS AN ASSIGNEE OF ALL OR ANY
PORTION OF THE INTEREST OF A MEMBER BUT WHO DOES NOT BECOME A SUBSTITUTED MEMBER
AND DESIRES TO MAKE A FURTHER ASSIGNMENT OF ANY SUCH INTEREST, SHALL BE SUBJECT
TO ALL THE PROVISIONS OF THIS ARTICLE 9 TO THE SAME EXTENT AND IN THE SAME
MANNER AS ANY MEMBER DESIRING TO MAKE AN ASSIGNMENT OF ITS INTEREST.
9.4
ACCEPTANCE OF PRIOR ACTS.
ANY PERSON WHO
BECOMES A MEMBER, BY BECOMING A MEMBER, ACCEPTS, RATIFIES AND AGREES TO BE BOUND
BY ALL ACTIONS DULY TAKEN PURSUANT TO THE TERMS AND PROVISIONS OF THIS AGREEMENT
BY THE COMPANY PRIOR TO THE DATE IT BECAME A MEMBER AND, WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, SPECIFICALLY RATIFIES AND APPROVES ALL AGREEMENTS
AND OTHER INSTRUMENTS AS MAY HAVE BEEN EXECUTED AND DELIVERED ON BEHALF OF THE
COMPANY PRIOR TO SAID DATE AND WHICH ARE IN FORCE AND EFFECT ON SAID DATE.
9.5
ADDITIONAL LIMITATIONS.
NOTWITHSTANDING