Without the prior written consent of the other Members in each instance, (i) no Member shall sell, assign, pledge, hypothecate, transfer, exchange or otherwise transfer for consideration, or gift, bequeath or otherwise transfer for no consideration (whether or not by operation of law) directly or indirectly, all or any portion (a “ Transfer” ), of its Company Interest in the Company (including, without limitation, any right to receive distributions, dividends or profits from the Company), and (ii) there shall occur no Transfer of a direct or indirect ownership interest in Asset Manager, it being understood and agreed that (a) to the extent that any Member or any owner of an indirect ownership interest in the Company or Asset Manager is an individual, (I) a Transfer by such Member or such holder of an indirect interest, as the case may be, to a trust or other entity established and maintained solely for purposes of estate planning shall not be deemed a Transfer so long as the Company received prior written notice thereof and the sole beneficiaries of such transferee (other than de minimis interests held by charitable organizations) are and continue to be such Member’s or such interest holder’s, as the case may be, brothers and sisters, spouse, ancestors or lineal descendants and (II) a Transfer to the spouse or children of such Member or holder upon the death of such individual shall not constitute a violation of this Agreement so long as such resulting holder agrees to be bound by the provisions of this Agreement to the extent applicable, (b) at any time and from time to time the direct or indirect partners, members and/or shareholders in Lightstone may Transfer any direct or indirect interest in Lightstone so long as David Lichtenstein or his Affiliates (or their successors or assigns) controls, is controlled by or is under common control with Lightstone, and (c) from time to time, the direct or indirect partners, members and/or shareholders in the Administrative Member or Asset Manager may Transfer direct and indirect interests in the Administrative Member or Asset Manager, as applicable, subject to the terms of Sections 7.03 and 7.04 hereof and so long as, at all times, one (1) or more of the Key Principals controls the Administrative Member and Asset Manager. Any Transfer made or attempted to be made in violation of this Section9.01 (including, without limitation, any otherwise permitted Transfer for which proper notice and evidence has not been given to the Company) shall be null and void. Notwithstanding anything to the contrary contained herein, no Member shall make any Transfer in violation of the restriction set forth in Section 10.22 of the Purchase Agreement, without the prior written consent of the other Members. Each Member agrees to indemnify, defend, and hold the other Member and the Company harmless from and against all losses, claims, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ fees and expenses) which the other Member and/or the Company may suffer or incur in connection with any breach by such Member of the terms, conditions and restrictions of Section 10.22 of the Purchase Agreement.