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EAST\99731462.4 5 the Manager, each Officer and their respective Affiliates shall be entitled to engage in other businesses and investments even if such business or investment competes with the businesses and investments of the Company, and none of such businesses or investments need be offered to the Company or to the Members in the Company as a Company opportunity. Each Member understands and acknowledges that conduct of the Company’s business may involve business dealings and undertakings with the Manager, the Members and their respective Affiliates, and such dealings and undertakings shall be made on such terms and conditions as may be determined by the Manager in its sole discretion. Section VI Transfer and Disassociation Except as otherwise expressly permitted by this Agreement, no Member shall have the right, without the consent of the Manager, to Transfer all or any part of such Member’s Membership Rights. Permitted transferees shall be admitted as Members in the Company if the instrument of transfer specifies that such Transfer includes a transfer of Membership Rights and the transferee agrees in writing to be bound by the terms and conditions of this Agreement, but, if the Transfer is a transfer by operation of law by reason of the death of an individual Person, the dissolution of a non-individual Person or otherwise, and if the result of such Transfer would be the Dissociation of the last remaining Member in the Company, then, the transferee(s) will be automatically admitted as Member(s) in the Company (it being agreed that in the case of death of an individual Person, the estate of such Person shall automatically be admitted as a Member, subject to the remainder of this Section VI) and no instrument of transfer will be required; provided, however, any of such transferee(s) may elect, at any time on or before ninety (90) days after such Transfer to them, to engage in Dissociation as a Member in the Company, such Dissociation to be effective retroactive to the date of such Transfer. Disassociation is not prohibited by this Agreement. The Company shall not be obligated to purchase the Interest of any Person who shall be the subject of, or has engaged in, any Dissociation. For purposes of this Agreement, a Transfer of Interests and other Membership Rights shall include any Transfer of any direct or indirect ownership interests in a Member and any change in the power of a Person to direct the business and affairs of the Member by virtue of ownership of voting securities, contract or otherwise. The Interests and other Membership Rights are securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Florida (and any other applicable jurisdiction). Interests and Membership Rights shall be certificated. The transferee of a Transfer for collateral purposes shall not be admitted as a Member in the Company until such time, if any, as the transferee has realized upon the Membership Rights pledged to it or has acquired such Membership Rights in lieu of such realization and such transferee expressly agrees in writing to be bound to the terms and conditions of this Agreement. Section VII Dissolution The Company shall be dissolved only if all of the Members unanimously determine to dissolve the Company or if the Company has no Members and no Interest Holder agrees in writing, within thirty (30) days after the occurrence of the event pursuant to which the last Person ceased to be a Member, to become a Member and be bound by the terms and conditions of this Agreement. If the Company is dissolved, the affairs of the Company shall be wound up.