Common use of Additional Requirements and Conditions Clause in Contracts

Additional Requirements and Conditions. (a) In addition to the requirements and conditions set forth in Section 10.3 hereof, any Transfer, in whole or in part, of a Non-Managing Member’s Interest must be documented in writing and such documentation must (i) be in a form acceptable to the Managing Member (determined in the reasonable discretion of the Managing Member), (ii) have terms that are not in contravention of any of the provisions of this Agreement or of applicable law and (iii) be duly executed by the Transferor and Transferee of such Interest. For greater certainty, the documentation referred to in the immediately preceding sentence may, in the discretion of the Managing Member, include a subscription agreement in the form of the Subscription Agreement. Each Transferor agrees that it shall pay all reasonable expenses, including legal fees, incurred by the Company or the Managing Member in connection with a Transfer of its Interest, except to the extent that the Transferee thereof agrees to bear such expenses, and except to the extent that such expenses are incurred in relation to the purchase by any Offeree Member of an Offered Interest or any portion thereof in accordance with Section 10.3(b)(iii)). (b) Notwithstanding anything to the contrary contained herein, the Company and the Managing Member shall be entitled to treat the Transferor of a Non-Managing Member’s Interest as the absolute owner thereof in all respects, and the Company shall incur no liability for allocations of income, losses, other items or distributions, or transmittal of reports and notices required to be given to Non-Managing Members hereunder which are made in good faith to such Transferor until (i) such time as the written instrument of the Transfer has been physically received by the Company; (ii) compliance with Sections 10.3, 10.4, 10.5 and 10.6 hereof has taken place; (iii) the documentation in the form required by Section 10.4(a) hereof has been recorded on the Company books (which the Managing Member must do as soon as practicable) and (iv) the effective date of such Transfer has passed. The effective date of the Transfer of an Interest shall be the first day of the month following the day on which the last of clauses (i) through (iv) of this Section 10.4(b) occurs or at such earlier time as the Managing Member determines in its discretion, being a time no earlier than the time at which the last of clauses (i) through (iv) of this Section 10.4(b) occurs. (c) Notwithstanding anything to the contrary contained herein, no Transfer of any Non-Managing Member’s Interest may be made unless the Managing Member, (i) if so requested of the Transferor by the Managing Member, shall have received from the Transferor an opinion of counsel reasonably satisfactory to the Managing Member (or waived such requirement) that such Transfer would not reasonably be expected to (A) result in a violation of, or require the Company or the Managing Member to register as an investment company, investment advisor or similar registration requirement under, any United States federal or state securities laws or cause the assets of the Company to be or to be deemed to be “plan assets” within the meaning of ERISA or the Code, (B) result in a termination of the Company’s status as a partnership for tax purposes, (C) result in a violation of any law, rule or regulation by the Transferor, the Transferee, the Company or the Managing Member, (D) result in (I) the Company being treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code (and the Treasury Regulations promulgated thereunder), or (II) a termination of the Company pursuant to Section 708 of the Code (and the Treasury Regulations promulgated thereunder) (provided, however, that the Managing Member may waive the restrictions in subclause (II) in its discretion), (ii) shall have determined that the effect of such Transfer would not likely result in a material adverse effect on the Company or any of its Affiliates, or any portion of the Securities (including, without limitation, that the Company would, as a result of such Transfer, be required to register as an “investment company” under the Investment Company Act or that the Company or any Member would, as a result of such Transfer, be subject to any liability under Section 16(b) of the Exchange Act), and (iii) received a guaranty in favor of the Company, in form and substance reasonably satisfactory to the Managing Member, of the obligations of such Transferee under this Agreement or evidence satisfactory to the Managing Member that such Transferee is of good standing. The Managing Member agrees to promptly provide any Non-Managing Member seeking to Transfer its Interest in accordance with this Section 10.4 with such information as such Non-Managing Member may reasonably request to enable it to satisfy the requirements of this Section 10.4(c). In addition, no Transfer of any Non-Managing Member’s Interest shall be made to a Prohibited Person or any Person that is not an institutional investor. (d) Notwithstanding the foregoing, (i) the requirements and conditions set forth in Section 10.4(c)(ii) shall apply to any Transfer, in whole or in part, of the Managing Member’s or the Class B Member’s Interest pursuant to Section 10.2, and (ii) no Transfer of the Managing Member’s or the Class B Member’s Interest shall be made to a Prohibited Person.

Additional Requirements and Conditions. (a) In addition to the requirements and conditions set forth in Section 10.3 10.1 hereof, any Transfer, in whole or in part, of a Non-Managing Member’s Interest (including any Transfer structured to comply with the Redemption Procedure) must be documented in writing and such documentation must (i) be in a form acceptable to the Managing Member (determined in the reasonable discretion of the Managing Member), (ii) have terms that are not in contravention of any of the provisions of this Agreement or of applicable law and (iii) be duly executed by the Transferor and Transferee of such Interest. For greater certainty, the documentation referred to in the immediately preceding sentence may, in the discretion of the Managing Member, include a subscription agreement in the form of the Subscription Agreement. Each Transferor agrees that it shall pay all reasonable expenses, including legal fees, incurred by the Company or the Managing Member in connection with a Transfer of its Interest, except to the extent that the Transferee thereof agrees to bear such expenses, and except to the extent that such expenses are incurred in relation to the purchase by any Offeree Member of an Offered Interest or any portion thereof in accordance with Section 10.3(b)(iii)). (b) Notwithstanding anything to the contrary contained herein, the Company and the Managing Member shall be entitled to treat the Transferor of a Non-Managing Member’s Interest as the absolute owner thereof in all respects, and the Company shall incur no liability for allocations of income, losses, other items or distributions, or transmittal of reports and notices required to be given to Non-Managing Members hereunder which are made in good faith to such Transferor until (i) such time as the written instrument of the Transfer has been physically received by the Company; (ii) compliance with Sections 10.1, 10.3, 10.4, 10.4 and 10.5 and 10.6 hereof has taken place; (iii) the documentation in the form required by Section 10.4(a10.3(a) hereof has been recorded on the Company books (which the Managing Member must do as soon as practicable) and (iv) the effective date of such Transfer has passed. The effective date of the Transfer of an Interest shall be the first day of the month following the day on which the last of clauses (i) through (iv) of this Section 10.4(b10.3(b) occurs or at such earlier time as the Managing Member determines in its discretion, being a time no earlier than the time at which the last of clauses (i) through (iv) of this Section 10.4(b10.3(b) occurs. (c) Notwithstanding anything to the contrary contained herein, no Transfer of any Non-Managing Member’s Interest (including any Transfer structured to comply with the Redemption Procedure) may be made unless the Managing Member, (i) if so requested of the Transferor by the Managing Member, shall have received from the Transferor an opinion of counsel reasonably satisfactory to the Managing Member (or waived such requirement) that such Transfer would not reasonably be expected to (A) result in a violation of, or require the Company or the Managing Member to register as an investment company, investment advisor or similar registration requirement under, any United States federal or state securities laws or cause the assets of the Company to be or to be deemed to be “plan assets” within the meaning of ERISA or the Code, (B) result in a termination of the Company’s status as a partnership for tax purposes, (C) result in a violation of any law, rule or regulation by the Transferor, the Transferee, the Company or the Managing Member, (D) result in (I) the Company being treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code (and the Treasury Regulations promulgated thereunder), or (II) a termination of the Company pursuant to Section 708 of the Code (and the Treasury Regulations promulgated thereunder) (provided, however, that the Managing Member may waive the restrictions in subclause (II) in its discretion), (ii) shall have determined that the effect of such Transfer would not likely result in a material adverse effect on the Company or any of its Affiliates, or any portion of the Securities Investment (including, without limitation, that the Company would, as a result of such Transfer, be required to register as an “investment company” under the Investment Company Act or that the Company or any Member would, as a result of such Transfer, be subject to any liability under Section 16(b) of the Exchange Act), and (iii) received a guaranty in favor of the Company, in form and substance reasonably satisfactory to the Managing Member, of the obligations of such Transferee under this Agreement or evidence satisfactory to the Managing Member that such Transferee is of good standingstanding and has financial capabilities adequate to fund the Transferred Commitment; provided, that no such guaranty shall be required after all of the Transferor’s Commitment has been drawn or is no longer available to be drawn. The Managing Member agrees to promptly provide any Non-Managing Member seeking to Transfer its Interest in accordance with this Section 10.4 10.3 with such information as such Non-Managing Member may reasonably request to enable it to satisfy the requirements of this Section 10.4(c10.3(c). In addition, no Transfer of any Non-Managing Member’s Interest shall be made to a Prohibited Person or or, except as provided in Section 3.3(e), any Person that is not an institutional investor. (d) Notwithstanding the foregoing, (i) the requirements and conditions set forth in Section 10.4(c)(ii10.3(c)(ii) shall apply to any Transfer, in whole or in part, of the Managing Member’s or the Class B Member’s Interest pursuant to Section 10.2, and (ii) no Transfer of the Managing Member’s or the Class B Member’s Interest shall be made to a Prohibited Person. (e) Notwithstanding anything to the contrary contained herein, no Transfer of (i) any Member’s Interest or (ii) any portion of any Member’s pro rata share of the Investment following an in-kind distribution thereof to such Member, may, in each case, be made hereunder or otherwise if such Transfer would cause the Company to breach any transfer restrictions applicable to the Company under the Restructuring Proposal.

Additional Requirements and Conditions. (a) In addition to the requirements and conditions set forth in Section 10.3 10.1 hereof, any Transfer, in whole or in part, of a Non-Managing MemberLimited Partner’s Interest (including any Transfer structured to comply with the Redemption Procedure) must be documented in writing and such documentation must (i) be in a form acceptable to the Managing Member General Partner (determined in the reasonable discretion of the Managing MemberGeneral Partner), (ii) have terms that are not in contravention of any of the provisions of this Agreement or of applicable law and (iii) be duly executed by the Transferor and Transferee of such Interest. For greater certainty, the documentation referred to in the immediately preceding sentence may, in the discretion of the Managing MemberGeneral Partner, include a subscription agreement in the form of the Subscription Agreement. Each Transferor agrees that it shall pay all reasonable expenses, including legal fees, incurred by the Company Partnership or the Managing Member General Partner in connection with a Transfer of its Interest, except to the extent that the Transferee thereof agrees to bear such expenses, and except to the extent that such expenses are incurred in relation to the purchase by any Offeree Member of an Offered Interest or any portion thereof in accordance with Section 10.3(b)(iii)). (b) Notwithstanding anything to the contrary contained herein, the Company Partnership and the Managing Member General Partner shall be entitled to treat the Transferor of a Non-Managing MemberLimited Partner’s Interest as the absolute owner thereof in all respects, and the Company Partnership shall incur no liability for allocations of income, losses, other items or distributions, or transmittal of reports and notices required to be given to Non-Managing Members Limited Partners hereunder which are made in good faith to such Transferor until (i) such time as the written instrument of the Transfer has been physically received by the CompanyPartnership; (ii) compliance with Sections 10.1, 10.3, 10.4, 10.4 and 10.5 and 10.6 hereof has taken place; (iii) the documentation in the form required by Section 10.4(a10.3(a) hereof has been recorded on the Company Partnership books (which the Managing Member General Partner must do as soon as practicable) and (iv) the effective date of such Transfer has passed. The effective date of the Transfer of an Interest shall be the first day of the month following the day on which the last of clauses (i) through (iv) of this Section 10.4(b10.3(b) occurs or at such earlier time as the Managing Member General Partner determines in its discretion, being a time no earlier than the time at which the last of clauses (i) through (iv) of this Section 10.4(b10.3(b) occurs. (c) Notwithstanding anything to the contrary contained herein, no Transfer of any Non-Managing MemberLimited Partner’s Interest (including any Transfer structured to comply with the Redemption Procedure) may be made unless the Managing MemberGeneral Partner, (i) if so requested of the Transferor by the Managing MemberGeneral Partner, shall have received from the Transferor an opinion of counsel reasonably satisfactory to the Managing Member General Partner (or waived such requirement) that such Transfer would not reasonably be expected to (A) result in a violation of, or require the Company Partnership or the Managing Member General Partner to register as an investment company, investment advisor or similar registration requirement under, any United States federal or state securities laws or cause the assets of the Company Partnership to be or to be deemed to be “plan assets” within the meaning of ERISA or the Code, (B) result in a termination of the CompanyPartnership’s status as a partnership for tax purposes, (C) result in a violation of any law, rule or regulation by the Transferor, the Transferee, the Company Partnership or the Managing MemberGeneral Partner, (D) result in (I) the Company Partnership being treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code (and the Treasury Regulations promulgated thereunder), or (II) a termination of the Company Partnership pursuant to Section 708 of the Code (and the Treasury Regulations promulgated thereunder) (provided, however, that the Managing Member General Partner may waive the restrictions in subclause (II) in its discretion), (ii) shall have determined that the effect of such Transfer would not likely result in a material adverse effect on the Company Partnership or any of its Affiliates, or any portion of the Securities Investment (including, without limitation, that the Company Partnership would, as a result of such Transfer, be required to register as an “investment company” under the Investment Company Act or that the Company Partnership or any Member Partner would, as a result of such Transfer, be subject to any liability under Section 16(b) of the Exchange Act), and (iii) received a guaranty in favor of the CompanyPartnership, in form and substance reasonably satisfactory to the Managing MemberGeneral Partner, of the obligations of such Transferee under this Agreement or evidence satisfactory to the Managing Member General Partner that such Transferee is of good standingstanding and has financial capabilities adequate to fund the Transferred Commitment; provided, that no such guaranty shall be required after all of the Transferor’s Commitment has been drawn or is no longer available to be drawn. The Managing Member General Partner agrees to promptly provide any Non-Managing Member Limited Partner seeking to Transfer its Interest in accordance with this Section 10.4 10.3 with such information as such Non-Managing Member Limited Partner may reasonably request to enable it to satisfy the requirements of this Section 10.4(c10.3(c). In addition, no Transfer of any Non-Managing MemberLimited Partner’s Interest shall be made to a Prohibited Person or or, except as provided in Section 3.3(e), any Person that is not an institutional investor. (d) Notwithstanding the foregoing, (i) the requirements and conditions set forth in Section 10.4(c)(ii10.3(c)(ii) shall apply to any Transfer, in whole or in part, of the Managing MemberGeneral Partner’s or the Class B MemberLimited Partner’s Interest pursuant to Section 10.2, and (ii) no Transfer of the Managing MemberGeneral Partner’s or the Class B MemberLimited Partner’s Interest shall be made to a Prohibited Person. (e) Notwithstanding anything to the contrary contained herein, no Transfer of (i) any Partner’s Interest or (ii) any portion of any Partner’s pro rata share of the Investment following an in-kind distribution thereof to such Partner, may, in each case, be made hereunder or otherwise if such Transfer would cause the Partnership to breach any transfer restrictions applicable to the Partnership under the Restructuring Proposal.