Common use of Conditions to Transfer Clause in Contracts

Conditions to Transfer. Any Transfer by a Limited Partner pursuant to the terms of this Section 17 (Transfers; Substitute Partners) shall (unless waived by the General Partner) require the prior written consent of the General Partner, which shall not be unreasonably withheld if (i) the Person to whom such Transfer is to be made (the “Transferee”) is an Affiliate of the Limited Partner proposing to effect such Transfer (the “Transferor”) or (ii) such Transfer meets the following criteria: the Transferor or the Transferee shall have undertaken to pay all reasonable expenses incurred by the Fund and (unless otherwise waived by the General Partner) the General Partner in connection therewith (whether or not such proposed Transfer is completed) and such amounts paid shall not be treated as Capital Contributions and shall not reduce the Transferor’s or Transferee’s Remaining Commitment; the General Partner shall have received from the Transferee and Transferor: confirmation of the identity of the Transferee; confirmation that the Transferee is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act [and a “qualified purchaser” as such term is defined under the Investment Company Act]; a completed Subscription Agreement with respect to the Interest that is the subject of the Transfer, and such assignment agreement and other documents, instruments and certificates as may be reasonably requested by the General Partner, pursuant to which such Transferee shall have agreed to be bound by this Agreement, including if requested a counterpart of this Agreement executed by or on behalf of such Transferee; a certificate or representation to the effect that the representations set forth in the Subscription Agreement of such Transferor are (except as otherwise disclosed to and consented to by the General Partner) true and correct with respect to such Transferee as of the date of such Transfer; and such other documents, opinions, instruments and certificates as the General Partner shall have reasonably requested; the Transferee will constitute only one Partner of the Fund within the meaning of Regulations Section 1.7704-1(h); the Transfer will not cause (i) all or any portion of the assets of the Fund to constitute Plan Assets or be subject to Applicable Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner pursuant to ERISA, the Code or the applicable provisions of any Applicable Law; and the Transfer will not cause the Fund, the General Partner or any Limited Partner to be in violation of the Securities Act, or “Blue Sky” or other applicable securities or other laws, or to become subject to any laws, regulations or taxation to which the Fund, the General Partner or such Limited Partner is not subject but for such Transfer (including, by way of example and not in limitation, cause the Interests to be required to be registered under the Securities Exchange Act of 1934 or cause the Fund to be required to register as an “investment company” under the Investment Company Act). Notwithstanding anything to the contrary provided herein, upon the acceptance by the Fund and the General Partner of the Subscription Agreement provided by a Transferee in relation to the Interest that is the subject of a Transfer, the Transferee shall be admitted to the Fund as a substitute partner of the Fund (a “Substitute Partner”), and shall succeed to all of the rights and obligations of the Transferor, with respect to such Interest, and the General Partner shall list any such Substitute Partner as a partner of the Fund in the Register.

Conditions to Transfer. Any Transfer by a Limited Partner pursuant to the terms Notwithstanding any other provision of this Section 17 Agreement, no Transfer of a Unit (Transfers; Substitute Partnersor Equivalent Security) shall may be effected by any holder of a Unit (unless waived or Equivalent Security) unless: (i) such Transfer is in compliance with the Securities Act and all applicable state securities laws, and, if requested by the General Partner, such Transferring Partner has delivered an opinion of such Partner’s counsel to the Partnership, in form and substance reasonably satisfactory to the General Partner, to the effect that such Transfer is either exempt from the requirements of the Securities Act and the applicable securities laws of any state or that such registration requirements have been complied with, (ii) require such Transfer would not cause the prior written consent Partnership to be treated as a “publicly traded partnership” within the meaning of Code Section 7704 taxable as a corporation (and would not make the Partnership ineligible for “safe harbor” treatment under Code Section 7704 and the Treasury Regulations promulgated thereunder of this Agreement) and (iii) such Transfer would not cause the Partnership or any Partner to become subject to regulation under either the Investment Company Act of 1940, as amended, or the Investment Advisers Act of 1940, as amended. No Transferee of Units (or Equivalent Securities) shall become a Partner without the approval of the General Partner, which shall approval may not be unreasonably withheld if (i) the withheld, conditioned or delayed. Any Person to whom such Transfer is to be made (the “Transferee”) is an Affiliate admitted as a Partner of the Limited Partner proposing to effect such Transfer (the “Transferor”) or (ii) such Transfer meets the following criteria: the Transferor or the Transferee shall have undertaken to pay all reasonable expenses incurred by the Fund and (unless otherwise waived by the General Partner) the General Partner in connection therewith (whether or not such proposed Transfer is completed) and such amounts paid shall not be treated as Capital Contributions and shall not reduce the Transferor’s or Transferee’s Remaining Commitment; the General Partner shall have received from the Transferee and Transferor: confirmation of the identity of the Transferee; confirmation that the Transferee is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act [and a “qualified purchaser” as such term is defined under the Investment Company Act]; a completed Subscription Agreement with respect to the Interest that is the subject of the Transfer, and such assignment agreement and other documents, instruments and certificates as may be reasonably requested by the General Partner, Partnership pursuant to which such Transferee shall have agreed a Transfer made in accordance with the terms set forth above must agree to be bound by this Agreement, including if requested a counterpart the terms of this Agreement executed by or on behalf of such Transferee; a certificate or representation executing and delivering to the effect that the representations set forth in the Subscription Agreement of such Transferor are (except as otherwise disclosed to and consented to by the General Partner) true and correct with respect to such Transferee as of the date of such Transfer; and such other documents, opinions, instruments and certificates as the General Partner shall have reasonably requested; a joinder to this Agreement in the Transferee will constitute only one Partner of the Fund within the meaning of Regulations Section 1.7704-1(h); the Transfer will not cause (i) all or any portion of the assets of the Fund to constitute Plan Assets or be subject to Applicable Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner pursuant to ERISA, the Code or the applicable provisions of any Applicable Law; and the Transfer will not cause the Fund, the General Partner or any Limited Partner to be in violation of the Securities Act, or “Blue Sky” or other applicable securities or other laws, or to become subject to any laws, regulations or taxation to which the Fund, the General Partner or such Limited Partner is not subject but for such Transfer (including, by way of example and not in limitation, cause the Interests to be required to be registered under the Securities Exchange Act of 1934 or cause the Fund to be required to register form attached hereto as an “investment company” under the Investment Company Act). Notwithstanding anything to the contrary provided herein, upon the acceptance by the Fund and the General Partner of the Subscription Agreement provided by a Transferee in relation to the Interest that is the subject of a Transfer, the Transferee shall be admitted to the Fund as a substitute partner of the Fund Exhibit D (a “Substitute PartnerJoinder”), and shall succeed to all of the rights and obligations of the Transferor, with respect to such Interest, and the . The General Partner shall list will determine in its reasonable discretion after consultation with counsel whether the foregoing conditions have been satisfied and may, in its reasonable discretion, determine to waive any such Substitute Partner as a partner of conditions to the Fund in the Registerextent permitted by applicable law.

Conditions to Transfer. Any No Member shall be entitled to Transfer by all or any part of such Member's Membership Interest unless all of the following conditions have been met: (a) the Company shall have received a Limited Partner pursuant written notice of the proposed Transfer, setting forth the circumstances and details thereof; (b) the Company shall (at its option) have received written opinion from counsel reasonably satisfactory to the terms Company, which in the case of this a permitted Transfer contemplated by Section 17 (Transfers; Substitute Partners) 7.2 shall (unless waived by be the General Partner) require Company's counsel, in form and substance reasonably satisfactory to the prior written consent Company, specifying the nature and circumstances of the General Partnerproposed Transfer, which shall and based on such facts stating that the proposed Transfer will not be unreasonably withheld if in violation of any of the registration provisions of the Securities Act, or any applicable state securities laws; (ic) the Person to whom such Transfer is to be made (the “Transferee”) is an Affiliate of the Limited Partner proposing to effect such Transfer (the “Transferor”) or (ii) such Transfer meets the following criteria: the Transferor or the Transferee shall have undertaken to pay all reasonable expenses incurred by the Fund and (unless otherwise waived by the General Partner) the General Partner in connection therewith (whether or not such proposed Transfer is completed) and such amounts paid shall not be treated as Capital Contributions and shall not reduce the Transferor’s or Transferee’s Remaining Commitment; the General Partner Company shall have received from the Transferee and Transferor: confirmation of the identity of the Transferee; confirmation that the Transferee is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act [and transferee a “qualified purchaser” as such term is defined under the Investment Company Act]; a completed Subscription Agreement with respect to the Interest that is the subject of the Transfer, and such assignment agreement and other documents, instruments and certificates as may be reasonably requested by the General Partner, pursuant to which such Transferee shall have agreed written consent to be bound by this Agreement, including if requested a counterpart all of the terms and conditions of this Agreement executed by or on behalf and, if such Transfer is to PublicCo and the Transferring Member receives common stock of such Transferee; a certificate or representation to the effect that the representations set forth PublicCo in the Subscription Agreement exchange, a written consent from such Member not to Transfer the common stock of such Transferor are PublicCo for one-hundred eighty (except as otherwise disclosed to and consented to by 180) days -45- 60 after the General PartnerClass B Common Measuring Date; (d) true and correct with respect to such Transferee as of the date of such Transfer; and such other documents, opinions, instruments and certificates as the General Partner shall have reasonably requested; the Transferee will constitute only one Partner of the Fund within the meaning of Regulations Section 1.7704-1(h); the Transfer will not cause result in the loss of any license or regulatory approval or exemption that has been obtained by the Company and is materially useful in the conduct of its business as then being conducted or proposed to be conducted; (e) the Transfer will not result in a material limitation or restriction on the Company's operations; (f) the Company is reimbursed upon request for its reasonable out-of-pocket expenses, except in the case of a permitted Transfer contemplated by Section 7.2, in connection with the Transfer; (g) if the Transfer to the proposed transferee is not otherwise specifically authorized by Section 7.2, the Transfer has been approved by the Manager, which consent may be given or withheld, conditioned or delayed as the Manager may determine in its sole discretion; (h) if the proposed transferee is not a Member or the Transfer to the proposed transferee is not otherwise specifically authorized by Section 7.2, the Transfer receives the Approval of the Members; (i) all or any portion of the assets of the Fund to constitute Plan Assets or be subject to Applicable Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner pursuant to ERISA, the Code or the applicable provisions of any Applicable Law; and the Transfer will not cause the Fund, the General Partner or any Limited Partner Company to be in violation treated as a "publicly traded partnership" within the meaning of section 7704 of the Securities ActCode, or “Blue Sky” or other applicable securities or other laws, or to become subject to any laws, regulations or taxation to which (j) the Fund, the General Partner or such Limited Partner is Transfer will not subject but for such Transfer (including, by way of example and not in limitation, cause the Interests Company to be required to be registered under the Securities Exchange Act of 1934 or cause the Fund to be required to register treated as an “"investment company” under " within the meaning of section 3 of the Investment Company Act). Notwithstanding anything to the contrary provided hereinAct of 1940, upon the acceptance by the Fund and the General Partner of the Subscription Agreement provided by a Transferee in relation to the Interest that is the subject of a Transfer, the Transferee shall be admitted to the Fund as a substitute partner of the Fund (a “Substitute Partner”)amended, and shall succeed to all (k) the Transfer has satisfied the requirements of the rights and obligations of the Transferor, with respect to such Interest, and the General Partner shall list any such Substitute Partner as a partner of the Fund in the RegisterSection 7.3.

Conditions to Transfer. Any No Member shall be entitled to Transfer all or any part of such Member's Membership Interest unless all of the following conditions have been met: (a) the Company shall have received a written notice of the proposed Transfer, setting forth the circumstances and details thereof; (b) except for Transfers specifically authorized by Section 7.2.3, the Company shall (at its option) have received a Limited Partner pursuant written opinion from counsel reasonably satisfactory to the terms Company, which in the case of this a permitted Transfer contemplated by Section 17 (Transfers; Substitute Partners) 7.2 shall (unless waived by be the General Partner) require Company's counsel, in form and substance reasonably satisfactory to the prior written consent Company, specifying the nature and circumstances of the General Partner, proposed Transfer and any related transactions of which shall not be unreasonably withheld if (i) the Person to whom such Transfer is to be made (the “Transferee”) is an Affiliate of the Limited Partner proposing to effect such Transfer (the “Transferor”) or (ii) such Transfer meets the following criteria: the Transferor or the Transferee shall have undertaken to pay all reasonable expenses incurred by the Fund and (unless otherwise waived by the General Partner) the General Partner in connection therewith (whether or not such proposed Transfer is completed) a part, and based on such amounts paid shall facts stating that the proposed Transfer and any related transactions will not be treated as Capital Contributions and shall not reduce in violation of any of the Transferor’s registration provisions of the Securities Act, or Transferee’s Remaining Commitmentany applicable state securities laws; (c) the General Partner Company shall have received from the Transferee and Transferor: confirmation of the identity of the Transferee; confirmation that the Transferee is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act [and transferee a “qualified purchaser” as such term is defined under the Investment Company Act]; a completed Subscription Agreement with respect to the Interest that is the subject of the Transfer, and such assignment agreement and other documents, instruments and certificates as may be reasonably requested by the General Partner, pursuant to which such Transferee shall have agreed written consent to be bound by this Agreement, including if requested a counterpart all of the terms and conditions of this Agreement executed by or on behalf and, if such Transfer is to PublicCo and the Transferring Member receives common stock of such Transferee; a certificate or representation to the effect that the representations set forth PublicCo in the Subscription Agreement exchange, a written consent from such Member not to Transfer the common stock of such Transferor are PublicCo for one-hundred eighty (except as otherwise disclosed to and consented to by 180) days after the General PartnerClass B Common Measuring Date; (d) true and correct with respect to such Transferee as of the date of such Transfer; and such other documents, opinions, instruments and certificates as the General Partner shall have reasonably requested; the Transferee will constitute only one Partner of the Fund within the meaning of Regulations Section 1.7704-1(h); the Transfer will not cause result in the loss of any license or regulatory approval or exemption that has been obtained by the Company and is materially useful in the conduct of its business as then being conducted or proposed to be conducted; (e) the Transfer will not result in a material and adverse limitation or restriction on the operations of the Company taken as a whole; (f) the Company is reimbursed upon request for its reasonable out-of-pocket expenses, except in the case of a permitted Transfer contemplated by Section 7.2, in connection with the Transfer; (g) if the Transfer to the proposed transferee is not otherwise specifically authorized by Section 7.2, the Transfer has been approved by the Manager, which consent may be given or withheld, conditioned or delayed as the Manager may determine in its sole discretion; (h) if the proposed transferee is not a Member or the Transfer to the proposed transferee is not otherwise specifically authorized by Section 7.2, the Transfer receives the Approval of the Members; (i) all or any portion of the assets of the Fund to constitute Plan Assets or be subject to Applicable Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner pursuant to ERISA, the Code or the applicable provisions of any Applicable Law; and the Transfer will not cause the Fund, the General Partner or any Limited Partner Company to be in violation treated as a "publicly traded partnership" within the meaning of section 7704 of the Securities ActCode, or “Blue Sky” or other applicable securities or other laws, or to become subject to any laws, regulations or taxation to which and (j) the Fund, the General Partner or such Limited Partner is Transfer will not subject but for such Transfer (including, by way of example and not in limitation, cause the Interests Company to be required to be registered under the Securities Exchange Act of 1934 or cause the Fund to be required to register treated as an “"investment company” under " within the meaning of section 3 of the Investment Company Act). Notwithstanding anything to the contrary provided hereinAct of 1940, upon the acceptance by the Fund and the General Partner of the Subscription Agreement provided by a Transferee in relation to the Interest that is the subject of a Transfer, the Transferee shall be admitted to the Fund as a substitute partner of the Fund (a “Substitute Partner”), and shall succeed to all of the rights and obligations of the Transferor, with respect to such Interest, and the General Partner shall list any such Substitute Partner as a partner of the Fund in the Registeramended.

Conditions to Transfer. Any Transfer by a Limited Partner pursuant to the terms Notwithstanding any other provision of this Section 17 Agreement, no Transfer of a Unit may be effected by any holder of a Unit unless: (Transfers; Substitute Partnersi) shall (unless waived such Transfer is in compliance with the Securities Act and all applicable state securities laws, and, if requested by the General Partner, such Transferring Partner has delivered an opinion of such Partner’s counsel to the Partnership, in form and substance reasonably satisfactory to the Partnership, to the effect that such Transfer is either exempt from the requirements of the Securities Act and the applicable securities laws of any state or that such registration requirements have been complied with, (ii) require such Transfer would not cause the Partnership to be treated as an association or “publicly traded partnership” taxable as a corporation and would not make the Partnership ineligible for “safe harbor” treatment under Code Section 7704 and the Treasury Regulations promulgated thereunder, (iii) such Transfer would not cause a termination of SXE for federal income tax purposes (provided that this Section 3.4(b) shall not apply to a BBTS’ distribution of all (and not less than all) of its Units pursuant to a BBTS Distribution if such distribution is made prior written consent to December 5, 2014), and (iv) such Transfer would not cause the Partnership or any Partner to become subject to regulation under either the Investment Company Act of 1940, as amended, or the Investment Advisers Act of 1940, as amended. No Transferee of Units other than a Permitted Transferee shall become a Partner without the approval of the General Partner, which shall approval may not be unreasonably withheld if (i) the withheld, conditioned or delayed. Any Person to whom such Transfer is to be made (the “Transferee”) is an Affiliate admitted as a Partner of the Limited Partner proposing to effect such Transfer (the “Transferor”) or (ii) such Transfer meets the following criteria: the Transferor or the Transferee shall have undertaken to pay all reasonable expenses incurred by the Fund and (unless otherwise waived by the General Partner) the General Partner in connection therewith (whether or not such proposed Transfer is completed) and such amounts paid shall not be treated as Capital Contributions and shall not reduce the Transferor’s or Transferee’s Remaining Commitment; the General Partner shall have received from the Transferee and Transferor: confirmation of the identity of the Transferee; confirmation that the Transferee is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act [and a “qualified purchaser” as such term is defined under the Investment Company Act]; a completed Subscription Agreement with respect to the Interest that is the subject of the Transfer, and such assignment agreement and other documents, instruments and certificates as may be reasonably requested by the General Partner, Partnership pursuant to which such Transferee shall have agreed a Transfer made in accordance with the terms set forth above must agree to be bound by this Agreement, including if requested a counterpart the terms of this Agreement executed by or on behalf of such Transferee; a certificate or representation executing and delivering to the effect that the representations set forth in the Subscription Agreement of such Transferor are (except as otherwise disclosed to and consented to by the General Partner) true and correct with respect to such Transferee as of the date of such Transfer; and such other documents, opinions, instruments and certificates as the General Partner shall have reasonably requested; a joinder to this Agreement in the Transferee will constitute only one Partner of the Fund within the meaning of Regulations Section 1.7704-1(h); the Transfer will not cause (i) all or any portion of the assets of the Fund to constitute Plan Assets or be subject to Applicable Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner pursuant to ERISA, the Code or the applicable provisions of any Applicable Law; and the Transfer will not cause the Fund, the General Partner or any Limited Partner to be in violation of the Securities Act, or “Blue Sky” or other applicable securities or other laws, or to become subject to any laws, regulations or taxation to which the Fund, the General Partner or such Limited Partner is not subject but for such Transfer (including, by way of example and not in limitation, cause the Interests to be required to be registered under the Securities Exchange Act of 1934 or cause the Fund to be required to register form attached hereto as an “investment company” under the Investment Company Act). Notwithstanding anything to the contrary provided herein, upon the acceptance by the Fund and the General Partner of the Subscription Agreement provided by a Transferee in relation to the Interest that is the subject of a Transfer, the Transferee shall be admitted to the Fund as a substitute partner of the Fund Exhibit B (a “Substitute PartnerJoinder”), and shall succeed to all of the rights and obligations of the Transferor, with respect to such Interest, and the . The General Partner shall list will determine in its sole discretion whether the foregoing conditions have been satisfied and may, in its sole discretion, determine to waive any such Substitute Partner as a partner of conditions to the Fund in the Registerextent permitted by applicable law.

Conditions to Transfer. Any No Member shall be entitled to Transfer all or any part of such Member’s Membership Interest unless all of the following conditions have been met: (a) the Company shall have received a written notice of the proposed Transfer, setting forth the circumstances and details thereof; (b) except for Transfers specifically authorized by Section 7.2.1, the Company shall (at its option) have received a Limited Partner pursuant written opinion from counsel reasonably satisfactory to the terms Company, which in the case of this a permitted Transfer contemplated by Section 17 (Transfers; Substitute Partners) 7.2 shall (unless waived by be the General Partner) require Company’s counsel, in form and substance reasonably satisfactory to the prior written consent Company, specifying the nature and circumstances of the General Partner, proposed Transfer and any related transactions of which shall not be unreasonably withheld if (i) the Person to whom such Transfer is to be made (the “Transferee”) is an Affiliate of the Limited Partner proposing to effect such Transfer (the “Transferor”) or (ii) such Transfer meets the following criteria: the Transferor or the Transferee shall have undertaken to pay all reasonable expenses incurred by the Fund and (unless otherwise waived by the General Partner) the General Partner in connection therewith (whether or not such proposed Transfer is completed) a part, and based on such amounts paid shall facts stating that the proposed Transfer and any related transactions will not be treated as Capital Contributions and shall not reduce the Transferor’s or Transferee’s Remaining Commitment; the General Partner shall have received from the Transferee and Transferor: confirmation in violation of any of the identity registration provisions of the TransfereeSecurities Act, or any applicable state securities laws; confirmation that the Transferee is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act [and a “qualified purchaser” as such term is defined under the Investment Company Act]; a completed Subscription Agreement with respect to the Interest that is the subject of the Transfer, and such assignment agreement and other documents, instruments and certificates as may be reasonably requested by the General Partner, pursuant to which such Transferee shall have agreed to be bound by this Agreement, including if requested a counterpart of this Agreement executed by or on behalf of such Transferee; a certificate or representation to the effect that the representations set forth in the Subscription Agreement of such Transferor are (except as otherwise disclosed to and consented to by the General Partnerc) true and correct with respect to such Transferee as of the date of such Transfer; and such other documents, opinions, instruments and certificates as the General Partner shall have reasonably requested; the Transferee will constitute only one Partner of the Fund within the meaning of Regulations Section 1.7704-1(h); the Transfer will not cause result in the loss of any license or regulatory approval or exemption that has been obtained by the Company and is materially useful in the conduct of its business as then being conducted or proposed to be conducted; (id) all the Transfer will not result in a material and adverse limitation or any portion restriction on the operations of Charter HoldCo taken as a whole; (e) the Company is reimbursed upon request for its reasonable out-of-pocket expenses, except in the case of a permitted Transfer contemplated by Section 7.2, in connection with the Transfer; (f) if the Transfer to the proposed transferee is not otherwise specifically authorized by Section 7.2, the Transfer has been approved by the Manager, which consent may be given or withheld, conditioned or delayed as the Manager may determine in its sole discretion; (g) if the proposed transferee is not a Member or the Transfer to the proposed transferee is not otherwise specifically authorized by Section 7.2, the Transfer receives the Approval of the assets of the Fund to constitute Plan Assets or be subject to Applicable Law, or Members; (iih) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner pursuant to ERISA, the Code or the applicable provisions of any Applicable Law; and the Transfer will not cause the Fund, the General Partner or any Limited Partner Company to be in violation treated as a “publicly traded partnership” within the meaning of section 7704 of the Securities ActCode, or “Blue Sky” or other applicable securities or other laws, or to become subject to any laws, regulations or taxation to which and (i) the Fund, the General Partner or such Limited Partner is Transfer will not subject but for such Transfer (including, by way of example and not in limitation, cause the Interests Company to be required to be registered under the Securities Exchange Act of 1934 or cause the Fund to be required to register treated as an “investment company” under within the meaning of section 3 of the Investment Company Act). Notwithstanding anything to the contrary provided hereinAct of 1940, upon the acceptance by the Fund and the General Partner of the Subscription Agreement provided by a Transferee in relation to the Interest that is the subject of a Transfer, the Transferee shall be admitted to the Fund as a substitute partner of the Fund (a “Substitute Partner”), and shall succeed to all of the rights and obligations of the Transferor, with respect to such Interest, and the General Partner shall list any such Substitute Partner as a partner of the Fund in the Registeramended.

Conditions to Transfer. Any Transfer by a Limited Partner pursuant to the terms of this Section Article 17 (Transfers; Substitute Partners) shall (unless waived by the General Partner) require requires the prior written consent of the General Partner, which shall not be unreasonably withheld or delayed if (i) the Person to whom such Transfer is to be made (the “"Transferee”") is an Affiliate of the Limited Partner proposing to effect such Transfer (the “"Transferor”) "), or (ii) such Transfer meets the following criteria: the Transferor or the Transferee shall have has undertaken to pay all reasonable expenses incurred by the Fund and (unless otherwise waived by the General Partner) the General Partner in connection therewith (whether or not such proposed Transfer is completed) ), and such amounts paid shall not be treated as Capital Contributions and shall not reduce the Transferor’s 's or Transferee’s 's Remaining Commitment; the General Partner shall have received from the Transferee and Transferor: confirmation of the identity of the Transferee; confirmation that the Transferee is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act [and a “qualified purchaser” as such term is defined under the Investment Company Act]; a completed Subscription Agreement Agreement149 with respect to the Interest that is the subject of the Transfer, and such assignment agreement evidencing such Transfer and other documents, instruments and certificates as may be reasonably requested by the General PartnerPartner as necessary or desirable, duly completed and signed by both parties to such Transfer, pursuant to which such the Transferee shall have has agreed to be bound by this Agreement, including if requested a counterpart of this Agreement executed signed by or on behalf of such the Transferee; a certificate or representation to the effect that the representations set forth in the Subscription Agreement of such the Transferor are (except as otherwise disclosed to and consented to by the General Partner) true and correct with respect to such Transferee as of the date of such Transfer; and such other documents, opinions, opinions,150 instruments and certificates as the General Partner shall have reasonably requested; the Transferee will constitute only one Partner of the Fund within the meaning of Regulations Section 1.7704-1(h); the Transfer will not cause (i) all may request as necessary or any portion of the assets of the Fund to constitute Plan Assets or be subject to Applicable Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner pursuant to ERISA, the Code or the applicable provisions of any Applicable Law; and the Transfer will not cause the Fund, the General Partner or any Limited Partner to be in violation of the Securities Act, or “Blue Sky” or other applicable securities or other laws, or to become subject to any laws, regulations or taxation to which the Fund, the General Partner or such Limited Partner is not subject but for such Transfer (including, by way of example and not in limitation, cause the Interests to be required to be registered under the Securities Exchange Act of 1934 or cause the Fund to be required to register as an “investment company” under the Investment Company Act)desirable. Notwithstanding anything to the contrary provided herein, upon Upon the acceptance by the Fund and the General Partner of the Subscription Agreement provided by a Transferee in relation to the Interest that is the subject of a Transfer, the Transferee shall be admitted to the Fund as a substitute partner of the Fund (a “"Substitute Partner”"), and shall succeed to all of the rights and obligations of the Transferor, with respect to such Interest, and will be deemed to make all of the representations and warranties, covenants and acknowledgements of a Limited Partner pursuant to this Agreement and to grant the power of attorney provided for in Article 19 (Amendments; Power of Attorney), and the General Partner shall list any such Substitute Partner as a partner of the Fund in the Register. The Transferee of any Limited Partner’s Interest shall be treated as having contributed all of the Capital Contributions contributed by, and received all of the allocations and distributions received by, the Transferor of such Interest.

Conditions to Transfer. Any Transfer by a Limited Partner pursuant to the terms Notwithstanding any other provision of this Section 17 Agreement, no Transfer of a Unit may be effected by any holder of a Unit unless: (Transfers; Substitute Partnersi) shall (unless waived such Transfer is in compliance with the Securities Act and all applicable state securities laws, and, if requested by the General Partner, such Transferring Partner has delivered an opinion of such Partner’s counsel to the Partnership, in form and substance reasonably satisfactory to the Partnership, to the effect that such Transfer is either exempt from the requirements of the Securities Act and the applicable securities laws of any state or that such registration requirements have been complied with, (ii) require such Transfer would not cause the prior written consent Partnership to be treated as an association or “publicly traded partnership” taxable as a corporation and would not make the Partnership ineligible for “safe harbor” treatment under Code Section 7704 and the Treasury Regulations promulgated thereunder of this Agreement), (iii) such Transfer would not cause a termination of SXE for federal income tax purposes (provided that this Section 3.2(b)(iii) shall not apply to a BBTS’ distribution of all (and not less than all) of its Units pursuant to a BBTS Distribution if such distribution is made within three months after the Effective Date), and (iv) such Transfer would not cause the Partnership or any Partner to become subject to regulation under either the Investment Company Act of 1940, as amended, or the Investment Advisers Act of 1940, as amended. No Transferee of Units shall become a Partner without the approval of the General Partner, which shall approval may not be unreasonably withheld if (i) the withheld, conditioned or delayed. Any Person to whom such Transfer is to be made (the “Transferee”) is an Affiliate admitted as a Partner of the Limited Partner proposing to effect such Transfer (the “Transferor”) or (ii) such Transfer meets the following criteria: the Transferor or the Transferee shall have undertaken to pay all reasonable expenses incurred by the Fund and (unless otherwise waived by the General Partner) the General Partner in connection therewith (whether or not such proposed Transfer is completed) and such amounts paid shall not be treated as Capital Contributions and shall not reduce the Transferor’s or Transferee’s Remaining Commitment; the General Partner shall have received from the Transferee and Transferor: confirmation of the identity of the Transferee; confirmation that the Transferee is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act [and a “qualified purchaser” as such term is defined under the Investment Company Act]; a completed Subscription Agreement with respect to the Interest that is the subject of the Transfer, and such assignment agreement and other documents, instruments and certificates as may be reasonably requested by the General Partner, Partnership pursuant to which such Transferee shall have agreed a Transfer made in accordance with the terms set forth above must agree to be bound by this Agreement, including if requested a counterpart the terms of this Agreement executed by or on behalf of such Transferee; a certificate or representation executing and delivering to the effect that the representations set forth in the Subscription Agreement of such Transferor are (except as otherwise disclosed to and consented to by the General Partner) true and correct with respect to such Transferee as of the date of such Transfer; and such other documents, opinions, instruments and certificates as the General Partner shall have reasonably requested; a joinder to this Agreement in the Transferee will constitute only one Partner of the Fund within the meaning of Regulations Section 1.7704-1(h); the Transfer will not cause (i) all or any portion of the assets of the Fund to constitute Plan Assets or be subject to Applicable Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner pursuant to ERISA, the Code or the applicable provisions of any Applicable Law; and the Transfer will not cause the Fund, the General Partner or any Limited Partner to be in violation of the Securities Act, or “Blue Sky” or other applicable securities or other laws, or to become subject to any laws, regulations or taxation to which the Fund, the General Partner or such Limited Partner is not subject but for such Transfer (including, by way of example and not in limitation, cause the Interests to be required to be registered under the Securities Exchange Act of 1934 or cause the Fund to be required to register form attached hereto as an “investment company” under the Investment Company Act). Notwithstanding anything to the contrary provided herein, upon the acceptance by the Fund and the General Partner of the Subscription Agreement provided by a Transferee in relation to the Interest that is the subject of a Transfer, the Transferee shall be admitted to the Fund as a substitute partner of the Fund Exhibit C (a “Substitute PartnerJoinder”), and shall succeed to all of the rights and obligations of the Transferor, with respect to such Interest, and the . The General Partner shall list will determine in its sole discretion whether the foregoing conditions have been satisfied and may, in its sole discretion, determine to waive any such Substitute Partner as a partner of conditions to the Fund in the Registerextent permitted by applicable law.

Conditions to Transfer. Any No Member shall be entitled to Transfer all or any part of such Member’s Membership Interest unless all of the following conditions have been met: (a) the Company shall have received a written notice of the proposed Transfer, setting forth the circumstances and details thereof; (b) except for Transfers specifically authorized by Section 7.2.3, the Company shall (at its option) have received a Limited Partner pursuant written opinion from counsel reasonably satisfactory to the terms Company, which in the case of this a permitted Transfer contemplated by Section 17 (Transfers; Substitute Partners) 7.2 shall (unless waived by be the General Partner) require Company’s counsel, in form and substance reasonably satisfactory to the prior written consent Company, specifying the nature and circumstances of the General Partner, proposed Transfer and any related transactions of which shall not be unreasonably withheld if (i) the Person to whom such Transfer is to be made (the “Transferee”) is an Affiliate of the Limited Partner proposing to effect such Transfer (the “Transferor”) or (ii) such Transfer meets the following criteria: the Transferor or the Transferee shall have undertaken to pay all reasonable expenses incurred by the Fund and (unless otherwise waived by the General Partner) the General Partner in connection therewith (whether or not such proposed Transfer is completed) a part, and based on such amounts paid shall facts stating that the proposed Transfer and any related transactions will not be treated as Capital Contributions and shall not reduce in violation of any of the Transferor’s registration provisions of the Securities Act, or Transferee’s Remaining Commitmentany applicable state securities laws; (c) the General Partner Company shall have received from the Transferee and Transferor: confirmation of the identity of the Transferee; confirmation that the Transferee is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act [and transferee a “qualified purchaser” as such term is defined under the Investment Company Act]; a completed Subscription Agreement with respect to the Interest that is the subject of the Transfer, and such assignment agreement and other documents, instruments and certificates as may be reasonably requested by the General Partner, pursuant to which such Transferee shall have agreed written consent to be bound by all of the terms and conditions of this Agreement, including if requested a counterpart of this Agreement executed by or on behalf of such Transferee; a certificate or representation to the effect that the representations set forth in the Subscription Agreement of such Transferor are (except as otherwise disclosed to and consented to by the General Partnerd) true and correct with respect to such Transferee as of the date of such Transfer; and such other documents, opinions, instruments and certificates as the General Partner shall have reasonably requested; the Transferee will constitute only one Partner of the Fund within the meaning of Regulations Section 1.7704-1(h); the Transfer will not cause result in the loss of any license or regulatory approval or exemption that has been obtained by the Company and is materially useful in the conduct of its business as then being conducted or proposed to be conducted; (e) the Transfer will not result in a material and adverse limitation or restriction on the operations of the Company taken as a whole; (f) the Company is reimbursed upon request for its reasonable out-of-pocket expenses, except in the case of a permitted Transfer contemplated by Section 7.2, in connection with the Transfer; (g) if the Transfer to the proposed transferee is not otherwise specifically authorized by Section 7.2, the Transfer has been approved by the Manager, which consent may be given or withheld, conditioned or delayed as the Manager may determine in its sole discretion; (h) if the proposed transferee is not a Member or the Transfer to the proposed transferee is not otherwise specifically authorized by Section 7.2, the Transfer receives the Approval of the Members; (i) all or any portion of the assets of the Fund to constitute Plan Assets or be subject to Applicable Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner pursuant to ERISA, the Code or the applicable provisions of any Applicable Law; and the Transfer will not cause the Fund, the General Partner or any Limited Partner Company to be in violation treated as a “publicly traded partnership” within the meaning of section 7704 of the Securities ActCode, or “Blue Sky” or other applicable securities or other laws, or to become subject to any laws, regulations or taxation to which and (j) the Fund, the General Partner or such Limited Partner is Transfer will not subject but for such Transfer (including, by way of example and not in limitation, cause the Interests Company to be required to be registered under the Securities Exchange Act of 1934 or cause the Fund to be required to register treated as an “investment company” under within the meaning of section 3 of the Investment Company Act). Notwithstanding anything to the contrary provided hereinAct of 1940, upon the acceptance by the Fund and the General Partner of the Subscription Agreement provided by a Transferee in relation to the Interest that is the subject of a Transfer, the Transferee shall be admitted to the Fund as a substitute partner of the Fund (a “Substitute Partner”), and shall succeed to all of the rights and obligations of the Transferor, with respect to such Interest, and the General Partner shall list any such Substitute Partner as a partner of the Fund in the Registeramended.

Conditions to Transfer. Any No Stockholder may Transfer by all or any part of its Shares (including to any Permitted Transferee) unless all of the following conditions have been met: (a) the Company shall have received written notice of the proposed Transfer, setting forth the circumstances and details thereof; (b) the Company shall (at its option) have received an attorney's written opinion, in a Limited Partner pursuant form reasonably satisfactory to the terms of this Section 17 (Transfers; Substitute Partners) shall (unless waived by Company, specifying the General Partner) require the prior written consent nature and circumstances of the General Partnerproposed Transfer, which shall and based on such facts stating that the proposed Transfer will not be unreasonably withheld if in violation of any of the registration provisions of the Securities Act of 1933, as amended, or any applicable state securities laws; (ic) the Person to whom such Transfer is to be made (the “Transferee”) is an Affiliate of the Limited Partner proposing to effect such Transfer (the “Transferor”) or (ii) such Transfer meets the following criteria: the Transferor or the Transferee shall have undertaken to pay all reasonable expenses incurred by the Fund and (unless otherwise waived by the General Partner) the General Partner in connection therewith (whether or not such proposed Transfer is completed) and such amounts paid shall not be treated as Capital Contributions and shall not reduce the Transferor’s or Transferee’s Remaining Commitment; the General Partner Company shall have received from the Transferee (and Transferor: confirmation any Transferee's spouse if such spouse will receive a community property interest in the Shares) a written consent to be bound by all of the identity terms and conditions of this Agreement in the Transfereeform of Exhibit B hereto; confirmation that (d) the Transferee Transfer will not result in the loss of any license or regulatory approval or exemption which has been obtained by the Company and is an “accredited investor” within materially useful in the meaning conduct of Regulation D promulgated under its business as then being conducted; (e) the Securities Act [and a “qualified purchaser” as such term is defined under the Investment Company Act]; a completed Subscription Agreement with respect Board has consented to the Interest that Transfer, which consent may be given or withheld in its sole discretion; (f) the Company is the subject of reimbursed upon request for its reasonable expenses in connection with the Transfer, and such assignment agreement and other documents(g) the Transfer is made in compliance with the provisions of this Article 1. Notwithstanding the foregoing, instruments and certificates as may be reasonably requested by no party hereto shall avoid the General Partner, pursuant to which such Transferee shall have agreed to be bound by this Agreement, including if requested a counterpart provisions of this Agreement executed by making one or on behalf more Transfers to one or more Permitted Transferees and then disposing of such Transferee; a certificate or representation to the effect that the representations set forth in the Subscription Agreement of such Transferor are (except as otherwise disclosed to and consented to by the General Partner) true and correct with respect to such Transferee as of the date of such Transfer; and such other documents, opinions, instruments and certificates as the General Partner shall have reasonably requested; the Transferee will constitute only one Partner of the Fund within the meaning of Regulations Section 1.7704-1(h); the Transfer will not cause (i) all or any portion of the assets such party’s interest in any such Permitted Transferee. The provisions of the Fund to constitute Plan Assets or be subject to Applicable Law, or (ii) the General Partner to become a fiduciary with respect this Section 1.1 shall not apply to any existing or contemplated Limited Partner transfer of Shares by Dxxxxx Xxx Xxxxxxxx (“Sxxxxxxx”) to the Company pursuant to ERISA, the Code or the applicable provisions of any Applicable Law; and the Transfer will not cause the Fund, the General Partner or any Limited Partner to be in violation of the Securities Act, or “Blue Sky” or other applicable securities or other laws, or to become subject to any laws, regulations or taxation to which the Fund, the General Partner or such Limited Partner is not subject but for such Transfer (including, by way of example and not in limitation, cause the Interests to be required to be registered under the Securities Exchange Act of 1934 or cause the Fund to be required to register as an “investment company” under the Investment Company Act). Notwithstanding anything to the contrary provided herein, upon the acceptance by the Fund and the General Partner of the Subscription Agreement provided by a Transferee in relation to the Interest that is the subject of a Transfer, the Transferee shall be admitted to the Fund as a substitute partner of the Fund (a “Substitute Partner”), and shall succeed to all of the rights and obligations of the Transferor, with respect to such Interest, and the General Partner shall list any such Substitute Partner as a partner of the Fund in the RegisterStock Purchase Agreement.

Conditions to Transfer. Any Transfer The Registered Holder, by a Limited Partner pursuant acceptance hereof, agrees to give written notice to the Company before transferring this Warrant or any part hereof, or before transferring any Common Stock issued upon the exercise hereof, of the Registered Holder's intention to do so, describing briefly the manner of any proposed transfer. Promptly upon receiving such written notice, or promptly upon receiving from the Registered Holder the items described in Sections 1.2(a)(i) through (iv) hereof, the Company shall present copies thereof to the Company's counsel. If, in the opinion of such counsel, the proposed exercise or transfer may be effected without registration or qualification of the Warrant or the Shares of Common Stock purchasable upon the exercise hereof, under any federal, state, or territorial securities laws, the Company, as promptly as practicable, shall notify the Registered Holder of such opinion. The Registered Holder then shall be entitled to exercise or transfer this Warrant or any part hereof or to dispose of Shares of Common Stock received upon the previous exercise of this Warrant in accordance with the terms of this Section 17 (Transfers; Substitute Partners) shall (unless waived the notice delivered by the General Partner) require Registered Holder to the prior written consent Company; provided, however, that an appropriate legend may be endorsed on the Warrant or the certificates evidencing the Shares of Common Stock purchasable upon exercise of the General PartnerWarrant, which shall not be unreasonably withheld if (i) legend sets forth the Person to whom such Transfer is to be made (restrictions upon the “Transferee”) is an Affiliate transfer thereof necessary or advisable in the opinion of the Limited Partner proposing to effect such Transfer (the “Transferor”) or (ii) such Transfer meets the following criteria: the Transferor or the Transferee shall have undertaken to pay all reasonable expenses incurred by the Fund and (unless otherwise waived by the General Partner) the General Partner in connection therewith (whether or not such proposed Transfer is completed) and such amounts paid shall not be treated as Capital Contributions and shall not reduce the Transferor’s or Transferee’s Remaining Commitment; the General Partner shall have received from the Transferee and Transferor: confirmation of the identity of the Transferee; confirmation that the Transferee is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act [and a “qualified purchaser” as such term is defined under the Investment Company Act]; a completed Subscription Agreement with respect counsel satisfactory to the Interest that is the subject of the Transfer, and such assignment agreement and other documents, instruments and certificates as may be reasonably requested by the General Partner, pursuant Company to prevent further transfers which such Transferee shall have agreed to be bound by this Agreement, including if requested a counterpart of this Agreement executed by or on behalf of such Transferee; a certificate or representation to the effect that the representations set forth in the Subscription Agreement of such Transferor are (except as otherwise disclosed to and consented to by the General Partner) true and correct with respect to such Transferee as of the date of such Transfer; and such other documents, opinions, instruments and certificates as the General Partner shall have reasonably requested; the Transferee will constitute only one Partner of the Fund within the meaning of Regulations Section 1.7704-1(h); the Transfer will not cause (i) all or any portion of the assets of the Fund to constitute Plan Assets or be subject to Applicable Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner pursuant to ERISA, the Code or the applicable provisions of any Applicable Law; and the Transfer will not cause the Fund, the General Partner or any Limited Partner to would be in violation of Section 5 of the Securities ActAct of 1933, as amended, and applicable state or “Blue Sky” or other applicable territorial securities or other laws. If, or in the opinion of the counsel referred to become subject to any laws, regulations or taxation to which the Fundin this Section, the General Partner proposed exercise or such Limited Partner is transfer or disposition of the Warrant or Shares described in the written notice given pursuant to this Section may not subject but for such Transfer (includingbe effected without registration or qualification of this Warrant or the Shares of Common Stock issued upon the exercise hereof, by way of example and not in limitation, cause the Interests to be required to be registered under the Securities Exchange Act of 1934 or cause the Fund to be required to register as an “investment company” under the Investment Company Act). Notwithstanding anything shall promptly give written notice thereof to the contrary provided hereinRegistered Holder, upon the acceptance by the Fund and the General Partner of the Subscription Agreement provided by a Transferee Registered Holder will limit and conduct his activities in relation to the Interest that is the subject of a Transfer, the Transferee shall be admitted to the Fund as a substitute partner of the Fund (a “Substitute Partner”), and shall succeed to all of the rights and obligations of the Transferor, with respect to such Interestas, and the General Partner shall list any such Substitute Partner as a partner of the Fund in the Registeropinion of such counsel, are permitted by law.

Conditions to Transfer. Any A Transfer by of a Limited Partner Membership Interest in the Company shall be effective only upon satisfaction of the following conditions: (a) The Membership Interest with respect to which the transferee is admitted was acquired either in exchange for a Capital Contribution pursuant to Section 3.1 or 3.2(a) or by means of a Transfer permitted under subsection 6.1 hereof; (b) The transferee executes such documents and instruments as the Company may reasonably request as necessary or appropriate to confirm such transferee as a Member in the Company and such transferee’s agreement to be bound by the terms and conditions hereof; (c) The transferee furnishes copies of this Section 17 all instruments effecting the Transfer and such other certificates, instruments and documents as the Company may require; (Transfers; Substitute Partnersd) shall (unless waived by At the General Partner) require the prior written consent request of the General PartnerManager, which shall not be unreasonably withheld if the transferee provides the Company with an opinion of counsel stating: (i1) the Person to whom that such Transfer is may be effected without registration of the Membership Interest under the Securities Act of 1933, as amended; (2) that such Transfer does not cause the violation of any state or federal securities law (including any investment suitability standards); (3) that such Transfer will not result in a termination of the Company pursuant to Section 708(b)(1)(B) of the Code; (4) that such Transfer will not cause the Company or any entity in which the Company invests to be made subject to any state or federal registration requirements; and (5) such other matters as the “Transferee”Manager may reasonably request. 23 (e) is an Affiliate The transferee provides the Manager with a fully-executed and acknowledged written instrument of Transfer setting forth the intention of the Limited Partner proposing transferor that the transferee become a Member in his or its place and stead; (f) The transferee and the transferor execute and acknowledge such other instruments as the Manager may deem necessary or desirable to effect such Transfer admission, including the written acceptance and adoption by the transferee of the provisions of this Agreement (including the “Transferor”power of attorney contained in Section 10.9 hereof) or and the assumption by the transferee of all obligations of the transferor under this Agreement; and (iig) such Transfer meets the following criteria: the Transferor or the Transferee shall have undertaken to pay The transferee has paid all reasonable expenses incurred by the Fund Company (including any legal and (unless otherwise waived by the General Partneraccounting fees) the General Partner in connection therewith (whether or with such Transfer, including, but not such proposed Transfer is completed) and such amounts paid shall not be treated as Capital Contributions and shall not reduce limited to, the Transferor’s or Transferee’s Remaining Commitment; the General Partner shall have received from the Transferee and Transferor: confirmation cost of the identity preparation, filing and publishing of the Transferee; confirmation that the Transferee is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act [and a “qualified purchaser” as such term is defined under the Investment Company Act]; a completed Subscription Agreement with respect any amendment to the Interest that is the subject Company’s certificate of the Transfer, and such assignment agreement and other documents, instruments and certificates as may be reasonably requested by the General Partner, pursuant to which such Transferee shall have agreed to be bound by this Agreement, including if requested a counterpart of this Agreement executed by or on behalf of such Transferee; a certificate or representation to the effect that the representations set forth in the Subscription Agreement of such Transferor are (except as otherwise disclosed to and consented to by the General Partner) true and correct with respect to such Transferee as of the date of such Transfer; and such other documents, opinions, instruments and certificates as the General Partner shall have reasonably requested; the Transferee will constitute only one Partner of the Fund within the meaning of Regulations Section 1.7704-1(h); the Transfer will not cause (i) all formation or any portion of the assets of the Fund to constitute Plan Assets other amendments or be subject to Applicable Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner pursuant to ERISA, the Code or the applicable provisions of any Applicable Law; and the Transfer will not cause the Fund, the General Partner or any Limited Partner to be in violation of the Securities Act, or “Blue Sky” or other applicable securities or other laws, or to become subject to any laws, regulations or taxation to which the Fund, the General Partner or such Limited Partner is not subject but for such Transfer (including, by way of example and not in limitation, cause the Interests to be required to be registered under the Securities Exchange Act of 1934 or cause the Fund to be required to register as an “investment company” under the Investment Company Act)filings. Notwithstanding anything to the contrary provided herein, upon the acceptance by the Fund and the General Partner of the Subscription Agreement provided by a Transferee in relation to the Interest that is the subject of a Transfer, the Transferee shall be admitted to the Fund as a substitute partner of the Fund (a “Substitute Partner”), and shall succeed to all of the rights and obligations of the Transferor, with respect to such Interest, and the General Partner shall list any such Substitute Partner as a partner of the Fund in the Register6.4.

Conditions to Transfer. Any No Member shall be entitled to Transfer by a Limited Partner pursuant to the terms all or any part of this Section 17 (Transfers; Substitute Partners) shall (such Member’s Membership Interest unless waived by the General Partner) require the prior written consent all of the General Partnerfollowing conditions have been met: (a) FilmCo shall have received written notice of the proposed Transfer, which shall not be unreasonably withheld if setting forth the circumstances and details thereof; (ib) the Person Transfer shall be of all (and not less than all) of such Member’s Membership Interest and shall be to whom such Transfer is a Permitted FilmCo Transferee or to another Member; (c) the Member shall remain liable for all Capital Contributions to be made by it hereunder, (d) FilmCo shall (at its option) have received an attorney’s written opinion, in form and substance reasonably satisfactory to FilmCo, specifying the “Transferee”) is an Affiliate nature and circumstances of the Limited Partner proposing to effect proposed Transfer, and based on such Transfer (facts stating that the “Transferor”) or (ii) such Transfer meets the following criteria: the Transferor or the Transferee shall have undertaken to pay all reasonable expenses incurred by the Fund and (unless otherwise waived by the General Partner) the General Partner in connection therewith (whether or not such proposed Transfer is completed) and such amounts paid shall will not be treated in violation of any of the registration provisions of the Securities Act of 1933, as Capital Contributions and shall not reduce the Transferor’s amended, or any applicable state securities laws; (e) if to a Permitted FilmCo Transferee’s Remaining Commitment; the General Partner , FilmCo shall have received from the Permitted FilmCo Transferee and Transferor: confirmation of the identity of the Transferee; confirmation that the Transferee is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act [and a “qualified purchaser” as such term is defined under the Investment Company Act]; a completed Subscription Agreement with respect to the Interest that is the subject of the Transfer, and such assignment its written agreement and other documents, instruments and certificates as may be reasonably requested by the General Partner, pursuant to which such Transferee shall have agreed to be bound by all of the terms and conditions of this Agreement, including if requested a counterpart of this Agreement executed by or on behalf of such Transferee; a certificate or representation to the effect that the representations set forth in the Subscription Agreement of such Transferor are (except as otherwise disclosed to and consented to by the General Partnerf) true and correct with respect to such Transferee as of the date of such Transfer; and such other documents, opinions, instruments and certificates as the General Partner shall have reasonably requested; the Transferee will constitute only one Partner of the Fund within the meaning of Regulations Section 1.7704-1(h); the Transfer will not cause result in the loss of any license or regulatory approval or exemption that has been obtained by FilmCo and is materially useful in the conduct of its business as then being conducted or proposed to be conducted; (ig) FilmCo is reimbursed upon request for its reasonable expenses in connection with the Transfer; and (h) the Transfer complies with all other applicable requirements of this Agreement. In addition to the foregoing, LGE agrees that it will not (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any of its Membership Interest or any portion securities convertible into or exercisable or exchangeable for any of its Membership Interest or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the assets economic consequences of ownership of its Membership Interest, whether any such transaction described in clauses (1) or (2) above is to be settled by delivery of the Fund to constitute Plan Assets or be subject to Applicable Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner pursuant to ERISA, the Code or the applicable provisions of any Applicable Law; and the Transfer will not cause the Fund, the General Partner or any Limited Partner to be in violation of the Securities Act, or “Blue Sky” or other applicable securities or other laws, or to become subject to any laws, regulations or taxation to which the Fund, the General Partner Membership Interest or such Limited Partner is not subject but for such Transfer (includingother securities, by way of example and not in limitation, cause the Interests to be required to be registered under the Securities Exchange Act of 1934 cash or cause the Fund to be required to register as an “investment company” under the Investment Company Act)otherwise. Notwithstanding anything to the contrary provided hereincontained in this Agreement, upon FundCo may pledge its Membership Interest in FilmCo to the acceptance by Collateral Agent (as defined in the Fund and Senior Debt Agreement) for the General Partner benefit of the Subscription Agreement provided by a Transferee Secured Parties under the Senior Debt Agreement, and LGE may pledge its Membership Interest in relation FilmCo to the Interest lenders under the LGE Credit Agreement or under another corporate financing arrangement which restructures, refinances, amends, replaces or supplements the LGE Credit Agreement (whether or not such arrangement is made with the same lenders or agents that is the subject of a Transfer, the Transferee shall be admitted are parties to the Fund as a substitute partner of the Fund (a “Substitute Partner”LGE Credit Agreement), and shall succeed to all of the rights and obligations of the Transferor, with respect to such Interest, and the General Partner shall list any such Substitute Partner as a partner of the Fund in the Register.