Common use of Admission of Transferee; Partial Transfers Clause in Contracts

Admission of Transferee; Partial Transfers. Notwithstanding anything in this Section 12 to the contrary and except as provided in Section 14.5, no Transfer of Interests in the Company shall be permitted unless the potential transferee is admitted as a Member under this Section 12.3. (a) Such transferee may become a Member if (i) such transferee executes and agrees to be bound by this Agreement, (ii) the transferor and/or transferee pays all reasonable legal and other fees and expenses incurred by the Company in connection with such assignment and substitution and (iii) the transferor and transferee execute such documents and deliver such certificates to the Company and the Manager as may be required by applicable law or otherwise advisable; and (b) Notwithstanding the foregoing, any Transfer or purported Transfer of any Interest, whether to another Member or to a third party, shall be of no effect and void ab initio, and such transferee shall not become a Member or an owner of the purportedly transferred Interest, if the Manager determines in its sole discretion that: (i) the Transfer would require registration of any Interest under, or result in a violation of, any federal or state securities laws; (ii) the Transfer would result in a termination of the Company under Code Section 708(b); (iii) as a result of such Transfer the Company would be required to register as an investment company under the Investment Company Act of 1940, as amended, or any rules or regulations promulgated thereunder; (iv) if as a result of such Transfer the aggregate value of Interests held by “benefit plan investors” including at least one benefit plan investor that is subject to ERISA, could be “significant” (as such terms are defined in U.S. Department of Labor Regulation 29 C.F.R. 2510.3-101(f)(2)) with the result that the assets of the Company could be deemed to be “plan assets” for purposes of ERISA; (v) as a result of such Transfer, the Company would or may have in the aggregate more than one hundred (100) members and material adverse federal income tax consequences would result to a Member. For purposes of determining the number of members under this Section 12.3(b)(v), a Person indirectly owning an interest in the Company through a partnership, grantor trust or S corporation (as such terms are used in the Code) (a “Flow Through Entity”) shall be considered a member, but only if (i) substantially all of the value of such Person’s interest in the Flow-Through Entity is attributable to the Flow-Through Entity’s interest (direct or indirect) in the Company and (ii) in the sole discretion of the Manager, a principal purpose of the use of the Flow-Through Entity is to permit the Company to satisfy the 100-member limitation; or (vi) the transferor failed to comply with the provisions of Sections 12.2(a) or (b). The Manager may require the provision of a certificate as to the legal nature and composition of a proposed transferee of an Interest of a Member and from any Member as to its legal nature and composition and shall be entitled to rely on any such certificate in making such determinations under this Section 12.3.

Admission of Transferee; Partial Transfers. Notwithstanding anything in this Section 12 to the contrary and except as provided in Section 14.55.2(b), no Transfer of Interests in the Company shall be permitted unless the potential transferee is admitted as a Member under this Section 12.3.: (a) Such If a Member Transfers all or any portion of its Interest in the Company, such transferee may become a Member if (i) such transferee executes and agrees to be bound by this Agreement, (ii) the transferor and/or transferee pays all reasonable legal and other fees and expenses incurred by the Company in connection with such assignment and substitution and (iii) the transferor and transferee execute such documents and deliver such certificates to the Company and the Manager remaining Members as may be required by applicable law or otherwise advisable; and (b) Notwithstanding the foregoing, any Transfer or purported Transfer of any Interest, whether to another Member or to a third party, shall be of no effect and void ab initio, and such transferee shall not become a Member or an owner of the purportedly transferred Interest, if the Manager Management Committee determines in its sole discretion that: (i1) the Transfer would require registration of any Interest under, or result in a violation of, any federal or state securities laws; (ii2) the Transfer would result in a termination of the Company under Code Section 708(b);; provided, however, that any such determination under this Section 12.3(b)(2) shall require the reasonable determination and approval of at least one (1) Representative appointed by Xxxxxxx. (iii3) as a result of such Transfer the Company would be required to register as an investment company under the Investment Company Act of 1940, as amended, or any rules or regulations promulgated thereunder; (iv4) if as a result of such Transfer the aggregate value of Interests held by “benefit plan investors” including at least one benefit plan investor that is subject to ERISA, could be “significant” (as such terms are defined in U.S. Department of Labor Regulation 29 C.F.R. 2510.3-101(f)(2)) with the result that the assets of the Company could be deemed to be “plan assets” for purposes of ERISA; (v5) as a result of such Transfer, the Company would or may have in the aggregate more than one hundred (100) members and material adverse federal income tax consequences would result to a Member. For purposes of determining the number of members under this Section 12.3(b)(v12.3(b)(5), a Person (the “beneficial owner”) indirectly owning an interest in the Company through a partnership, grantor trust or S corporation (as such terms are used in the Code) (a the “Flow Through Entityflow-through entity”) shall be considered a member, but only if (i) substantially all of the value of such Personthe beneficial owner’s interest in the Flowflow-Through Entity through entity is attributable to the Flowflow-Through Entitythrough entity’s interest (direct or indirect) in the Company and (ii) in the sole discretion of the ManagerManagement Committee, a principal purpose of the use of the Flowflow-Through Entity through entity is to permit the Company to satisfy the 100-member limitation; or (vi6) the transferor failed to comply with the provisions of Sections 12.2(a) or (b). The Manager Management Committee may require the provision of a certificate as to the legal nature and composition of a proposed transferee of an Interest of a Member and from any Member as to its legal nature and composition and shall be entitled to rely on any such certificate in making such determinations under this Section 12.3.

Admission of Transferee; Partial Transfers. Notwithstanding anything in this Section 12 to the contrary and except as provided in Section Sections 5.2(b), and 14.5, no Transfer of Interests in the Company shall be permitted unless the potential transferee is admitted as a Member under this Section 12.3.: (a) Such If a Member Transfers all or any portion of its Interest in the Company, such transferee may become a Member if (i) such transferee executes and agrees to be bound by this Agreement, (ii) the transferor and/or transferee pays all reasonable legal and other fees and expenses incurred by the Company in connection with such assignment and substitution and (iii) the transferor and transferee execute such documents and deliver such certificates to the Company and the Manager remaining Members as may be required by applicable law or otherwise advisable; and (b) Notwithstanding the foregoing, any Transfer or purported Transfer of any Interest, whether to another Member or to a third party, shall be of no effect and void ab initio, and such transferee shall not become a Member or an owner of the purportedly transferred Interest, if the Manager Management Committee determines in its sole discretion that: (i) the Transfer would require registration of any Interest under, or result in a violation of, any federal or state securities laws; (ii) the Transfer would result in a termination of the Company under Code Section 708(b);; provided, however, that any such determination under this Section 12.3(b)(ii) shall require the reasonable determination and approval of at least one (1) Representative appointed by Hawthorne. (iii) as a result of such Transfer the Company would be required to register as an investment company under the Investment Company Act of 1940, as amended, or any rules or regulations promulgated thereunder; (iv) if as a result of such Transfer the aggregate value of Interests held by “benefit plan investors” including at least one benefit plan investor that is subject to ERISA, could be “significant” (as such terms are defined in U.S. Department of Labor Regulation 29 C.F.R. 2510.3-101(f)(2)) with the result that the assets of the Company could be deemed to be “plan assets” for purposes of ERISA; (v) as a result of such Transfer, the Company would or may have in the aggregate more than one hundred (100) members and material adverse federal income tax consequences would result to a Member. For purposes of determining the number of members under this Section 12.3(b)(v), a Person (the “beneficial owner”) indirectly owning an interest in the Company through a partnership, grantor trust or S corporation (as such terms are used in the Code) (a the “Flow Through Entityflow-through entity”) shall be considered a member, but only if (i) substantially all of the value of such Personthe beneficial owner’s interest in the Flowflow-Through Entity through entity is attributable to the Flowflow-Through Entitythrough entity’s interest (direct or indirect) in the Company and (ii) in the sole discretion of the ManagerManagement Committee, a principal purpose of the use of the Flowflow-Through Entity through entity is to permit the Company to satisfy the 100-member limitation; or (vi) the transferor failed to comply with the provisions of Sections 12.2(a) or (b). The Manager Management Committee may require the provision of a certificate as to the legal nature and composition of a proposed transferee of an Interest of a Member and from any Member as to its legal nature and composition and shall be entitled to rely on any such certificate in making such determinations under this Section 12.3.

Admission of Transferee; Partial Transfers. Notwithstanding anything in this Section 12 to the contrary and except as provided in Section 14.55.2(b), no Transfer of Interests in the Company shall be permitted unless the potential transferee is admitted as a Member under this Section 12.3.: (a) Such If a Member Transfers all or any portion of its Interest in the Company, such transferee may become a Member if (i) such transferee executes and agrees to be bound by this Agreement, (ii) the transferor and/or transferee pays all reasonable legal and other fees and expenses incurred by the Company in connection with such assignment and substitution and (iii) the transferor and transferee execute such documents and deliver such certificates to the Company and the Manager remaining Members as may be required by applicable law or otherwise advisable; and (b) Notwithstanding the foregoing, any Transfer or purported Transfer of any Interest, whether to another Member or to a third party, shall be of no effect and void ab initio, and such transferee shall not become a Member or an owner of the purportedly transferred Interest, if the Manager Management Committee determines in its sole discretion that: (i1) the Transfer would require registration of any Interest under, or result in a violation of, any federal or state securities laws; (ii2) the Transfer would result in a termination of the Company under Code Section 708(b);; provided, however, that any such determination under this Section 12.3(b)(2) shall require the reasonable determination and approval of at least one (1) Representative appointed by CWS. (iii3) as a result of such Transfer the Company would be required to register as an investment company under the Investment Company Act of 1940, as amended, or any rules or regulations promulgated thereunder; (iv4) if as a result of such Transfer the aggregate value of Interests held by “benefit plan investors” including at least one benefit plan investor that is subject to ERISA, could be “significant” (as such terms are defined in U.S. Department of Labor Regulation 29 C.F.R. 2510.3-101(f)(2)) with the result that the assets of the Company could be deemed to be “plan assets” for purposes of ERISA; (v5) as a result of such Transfer, the Company would or may have in the aggregate more than one hundred (100) members and material adverse federal income tax consequences would result to a Member. For purposes of determining the number of members under this Section 12.3(b)(v12.3(b)(5), a Person (the “beneficial owner”) indirectly owning an interest in the Company through a partnership, grantor trust or S corporation (as such terms are used in the Code) (a the “Flow Through Entityflow-through entity”) shall be considered a member, but only if (i) substantially all of the value of such Personthe beneficial owner’s interest in the Flowflow-Through Entity through entity is attributable to the Flowflow-Through Entitythrough entity’s interest (direct or indirect) in the Company and (ii) in the sole discretion of the ManagerManagement Committee, a principal purpose of the use of the Flowflow-Through Entity through entity is to permit the Company to satisfy the 100-member limitation; or; (vi6) the transferor failed to comply with the provisions of Sections 12.2(a) or (b); or (7) the transfer would result in a violation of any Credit Support constituting part of the Loan Documents, unless otherwise approved in accordance with the Loan Documents. The Manager Management Committee may require the provision of a certificate as to the legal nature and composition of a proposed transferee of an Interest of a Member and from any Member as to its legal nature and composition and shall be entitled to rely on any such certificate in making such determinations under this Section 12.3.

Admission of Transferee; Partial Transfers. Notwithstanding anything in this Section 12 to the contrary and except as provided in Section 14.54.2(b) and/or Section 4.7, no Transfer of Interests in the Company shall be permitted unless the Transfer is only a pledge of the economic interests of the transferor or the potential transferee is admitted as a Member under this Section 12.3.12.2: (a) Such If a Member Transfers all or any portion of its Interest in the Company, such transferee may become a Member if (i) such transferee executes and agrees to be bound by this Agreement, (ii) the transferor and/or transferee pays all reasonable legal and other fees and expenses incurred by the Company in connection with such assignment and substitution and (iii) the transferor and transferee execute such documents and deliver such certificates to the Company and the Manager remaining Members as may be required by applicable law or otherwise advisable; and (b) Notwithstanding the foregoing, any Transfer or purported Transfer of any Interest, whether to another Member or to a third party, shall be of no effect and void ab initio, and such transferee shall not become a Member or an owner of the purportedly transferred Interest, if the Manager determines in its sole discretion that: (i) the Transfer would require registration of any Interest under, or result in a violation of, any federal or state securities laws; (ii) the Transfer would result in a termination of the Company under Code Section 708(b); (iii) as a result of such Transfer the Company would be required to register as an investment company under the Investment Company Act of 1940, as amended, or any rules or regulations promulgated thereunder; (iv) if as a result of such Transfer the aggregate value of Interests held by “benefit plan investors” including at least one benefit plan investor that is subject to ERISA, could be “significant” (as such terms are defined in U.S. Department of Labor Regulation 29 C.F.R. 2510.3-101(f)(2)) with the result that the assets of the Company could be deemed to be “plan assets” for purposes of ERISA; (v) as a result of the Members have not unanimously approved such Transfer, the Company would or may have in the aggregate more than one hundred (100) members and material adverse federal income tax consequences would result to a Member. For purposes of determining the number of members under this Section 12.3(b)(v), a Person indirectly owning an interest in the Company through a partnership, grantor trust or S corporation (as such terms are used in the Code) (a “Flow Through Entity”) shall be considered a member, but only if (i) substantially all of the value of such Person’s interest in the Flow-Through Entity is attributable to the Flow-Through Entity’s interest (direct or indirect) in the Company and (ii) in the sole discretion of the Manager, a principal purpose of the use of the Flow-Through Entity is to permit the Company to satisfy the 100-member limitation; or (vi) the transferor failed to comply with the provisions of Sections 12.2(a) or (b). The Manager may require the provision of a certificate as to the legal nature and composition of a proposed transferee of an Interest of a Member and from any Member as to its legal nature and composition and shall be entitled to rely on any such certificate in making such determinations under this Section 12.312.2.

Admission of Transferee; Partial Transfers. Notwithstanding anything in this Section 12 to the contrary and except as provided in Section 14.5Sections 5.2(b), no Transfer of Interests in the Company shall be permitted unless the potential transferee is admitted as a Member under this Section 12.3.: (a) Such If a Member Transfers all or any portion of its Interest in the Company, such transferee may become a Member if (i) such transferee executes and agrees to be bound by this Agreement, (ii) the transferor and/or transferee pays all reasonable legal and other fees and expenses incurred by the Company in connection with such assignment and substitution and (iii) the transferor and transferee execute such documents and deliver such certificates to the Company and the Manager remaining Members as may be required by applicable law or otherwise advisable; and (b) Notwithstanding the foregoing, any Transfer or purported Transfer of any Interest, whether to another Member or to a third party, shall be of no effect and void ab initio, and such transferee shall not become a Member or an owner of the purportedly transferred Interest, if the Manager determines Managers determine in its their sole discretion that: (i) the Transfer would require registration of any Interest under, or result in a violation of, any federal or state securities laws; (ii) the Transfer would result in a termination of the Company under Code Section 708(b); (iii) as a result of such Transfer the Company would be required to register as an investment company under the Investment Company Act of 1940, as amended, or any rules or regulations promulgated thereunder; (iv) if as a result of such Transfer the aggregate value of Interests held by “benefit plan investors” including at least one benefit plan investor that is subject to ERISA, could be “significant” (as such terms are defined in U.S. Department of Labor Regulation 29 C.F.R. 2510.3-101(f)(2)) with the result that the assets of the Company could be deemed to be “plan assets” for purposes of ERISA; (v) as a result of such Transfer, the Company would or may have in the aggregate more than one hundred (100) members and material adverse federal income tax consequences would result to a Member. For purposes of determining the number of members under this Section 12.3(b)(v), a Person Beneficial Owner indirectly owning an interest in the Company through a partnership, grantor trust or S corporation (as such terms are used in the Code) (a “Flow Flow-Through Entity”) Entity shall be considered a member, but only if (i) substantially all of the value of such Personthe Beneficial Owner’s interest in the Flow-Through Entity is attributable to the Flow-Through Entity’s interest (direct or indirect) in the Company and (ii) in the sole discretion of the ManagerManagers, a principal purpose of the use of the Flow-Through Entity is to permit the Company to satisfy the 100-member limitation; or (vi) the transferor failed to comply with the provisions of Sections 12.2(a) or (b). The Manager Managers may require the provision of a certificate as to the legal nature and composition of a proposed transferee of an Interest of a Member and from any Member as to its legal nature and composition and shall be entitled to rely on any such certificate in making such determinations under this Section 12.3.

Admission of Transferee; Partial Transfers. Notwithstanding anything in this Section 12 to the contrary and except as provided in Section 14.55.2(b) above, no Transfer of Interests in the Company shall be permitted unless the potential transferee is admitted as a Member under this Section 12.3.: (a) Such If a Member Transfers all or any portion of its Interest in the Company, such transferee may become a Member if (i) such transferee executes and agrees to be bound by this Agreement, (ii) the transferor and/or transferee pays all reasonable legal and other fees and expenses incurred by the Company in connection with such assignment and substitution and (iii) the transferor and transferee execute such documents and deliver such certificates to the Company and the Manager remaining Members as may be required by applicable law or otherwise advisable; and (b) Notwithstanding the foregoing, any Transfer or purported Transfer of any Interest, whether to another Member or to a third party, shall be of no effect and void ab initio, and such transferee shall not become a Member or an owner of the purportedly transferred Interest, if the Manager determines in its sole discretion that: (i) the Transfer would require registration of any Interest under, or result in a violation of, any federal or state securities laws; (ii) the Transfer would result in a termination of the Company under Code Section 708(b); (iii) as a result of such Transfer the Company would be required to register as an investment company under the Investment Company Act of 1940, as amended, or any rules or regulations promulgated thereunder; (iv) if as a result of such Transfer the aggregate value of Interests held by “benefit plan investors” including at least one benefit plan investor that is subject to ERISA, could be “significant” (as such terms are defined in U.S. Department of Labor Regulation 29 C.F.R. 2510.3-101(f)(2)) with the result that the assets of the Company could be deemed to be “plan assets” for purposes of ERISA; (v) as a result of such Transfer, the Company would or may have in the aggregate more than one hundred (100) members and material adverse federal income tax consequences would result to a Member. For purposes of determining the number of members under this Section 12.3(b)(v), a Person Beneficial Owner indirectly owning an interest in the Company through a partnership, grantor trust or S corporation (as such terms are used in the Code) (a “Flow Flow-Through Entity”) Entity shall be considered a member, but only if (i) substantially all of the value of such Personthe Beneficial Owner’s interest in the Flow-Through Entity is attributable to the Flow-Through Entity’s interest (direct or indirect) in the Company and (ii) in the sole discretion of the Manager, a principal purpose of the use of the Flow-Through Entity is to permit the Company to satisfy the 100-member limitation; or (vi) the transferor failed to comply with the provisions of Sections 12.2(a) or (b)) above. The Manager may require the provision of a certificate as to the legal nature and composition of a proposed transferee of an Interest of a Member and from any Member as to its legal nature and composition and shall be entitled to rely on any such certificate in making such determinations under this Section 12.3.

Admission of Transferee; Partial Transfers. Notwithstanding anything in this Section 12 to the contrary and except as provided in Section 14.5Sections 5.2(b), no Transfer of Interests in the Company shall be permitted unless the potential transferee is admitted as a Member under this Section 12.3.: (a) Such If a Member Transfers all or any portion of its Interest in the Company, such transferee may become a Member if (i) such transferee executes and agrees to be bound by this Agreement, (ii) the transferor and/or transferee pays all reasonable legal and other fees and expenses incurred by the Company in connection with such assignment and substitution and (iii) the transferor and transferee execute such documents and deliver such certificates to the Company and the Manager remaining Members as may be required by applicable law or otherwise advisable; and (b) Notwithstanding the foregoing, any Transfer or purported Transfer of any Interest, whether to another Member or to a third party, shall be of no effect and void ab initio, and such transferee shall not become a Member or an owner of the purportedly transferred Interest, if the Manager Management Committee determines in its sole discretion that: (i) the Transfer would require registration of any Interest under, or result in a violation of, any federal or state securities laws; (ii) the Transfer would result in a termination of the Company under Code Section 708(b); (iii) as a result of such Transfer the Company would be required to register as an investment company under the Investment Company Act of 1940, as amended, or any rules or regulations promulgated thereunder; (iv) if as a result of such Transfer the aggregate value of Interests held by “benefit plan investors” including at least one benefit plan investor that is subject to ERISA, could be “significant” (as such terms are defined in U.S. Department of Labor Regulation 29 C.F.R. 2510.3-101(f)(2)) with the result that the assets of the Company could be deemed to be “plan assets” for purposes of ERISA; (v) as a result of such Transfer, the Company would or may have in the aggregate more than one hundred (100) members and material adverse federal income tax consequences would result to a Member. For purposes of determining the number of members under this Section 12.3(b)(v), a Person Beneficial Owner indirectly owning an interest in the Company through a partnership, grantor trust or S corporation (as such terms are used in the Code) (a “Flow Flow-Through Entity”) Entity shall be considered a member, but only if (i) substantially all of the value of such Personthe Beneficial Owner’s interest in the Flow-Through Entity is attributable to the Flow-Through Entity’s interest (direct or indirect) in the Company and (ii) in the sole discretion of the ManagerManagers, a principal purpose of the use of the Flow-Through Entity is to permit the Company to satisfy the 100-member limitation; or (vi) the transferor failed to comply with the provisions of Sections 12.2(a) or (b). The Manager Managers may require the provision of a certificate as to the legal nature and composition of a proposed transferee of an Interest of a Member and from any Member as to its legal nature and composition and shall be entitled to rely on any such certificate in making such determinations under this Section 12.3.

Admission of Transferee; Partial Transfers. Notwithstanding anything in this Section 12 to the contrary and except as provided in Section 14.55.2(b), no Transfer of Interests in the Company shall be permitted unless the potential transferee is admitted as a Member .Member under this Section 12.3.: (a) Such If a Member Transfers all or any portion of its Interest in the Company, such transferee may become a Member if (i) such transferee executes and agrees to be bound by this Agreement, (ii) the transferor and/or transferee pays all reasonable legal and other fees and expenses incurred by the Company in connection with such assignment and substitution and (iii) the transferor and transferee execute such documents and deliver such certificates to the Company and the Manager remaining Members as may be required by applicable law or otherwise advisable; and (b) Notwithstanding the foregoing, any Transfer or purported Transfer of any Interest, whether to another Member or to a third party, shall be of no effect and void ab initio, and such transferee shall not become a Member or an owner of the purportedly transferred Interest, if the Manager determines in its sole discretion that: (i) the Transfer would require registration of any Interest under, or result in a violation of, any federal or state securities laws; (ii) the Transfer would result in a termination of the Company under Code Section 708(b); (iii) as a result of such Transfer the Company would be required to register as an investment company under the Investment Company Act of 1940, as amended, or any rules or regulations promulgated thereunder; (iv) if as a result of such Transfer the aggregate value of Interests held by “"benefit plan investors” " including at least one benefit plan investor that is subject to ERISA, could be “"significant” " (as such terms are defined in U.S. Department of Labor Regulation 29 C.F.R. 2510.3-101(f)(2)) with the result that the assets of the Company could be deemed to be “"plan assets” " for purposes of ERISA; (v) as a result of such Transfer, the Company would or may have in the aggregate more than one hundred (100) members and material adverse federal income tax consequences would result to a Member. For purposes of determining the number of members under this Section 12.3(b)(v), a Person (the "beneficial owner") indirectly owning an interest in the Company through a partnership, grantor trust or S corporation (as such terms are used in the Code) (a “Flow Through Entity”the "flow-through entity") shall be considered a member, but only if (i) substantially all of the value of such Person’s the beneficial owner's interest in the Flowflow-Through Entity through entity is attributable to the Flowflow-Through Entity’s through entity's interest (direct or indirect) in the Company and (ii) in the sole discretion of the Manager, a principal purpose of the use of the Flowflow-Through Entity through entity is to permit the Company to satisfy the 100-member limitation; ;, or (vi) the transferor failed to comply with the provisions of Sections 12.2(a) or (b). The Manager may require the provision of a certificate as to the legal nature and composition of a proposed transferee of an Interest of a Member and from any Member as to its legal nature and composition and shall be entitled to rely on any such certificate in making such determinations under this Section 12.3.

Admission of Transferee; Partial Transfers. Notwithstanding anything in this Section 12 to the contrary and except as provided in Section 14.55.2(b), no Transfer of Interests in the Company shall be permitted unless the potential transferee is admitted as a Member under this Section 12.3.: (a) Such If a Member Transfers all or any portion of its Interest in the Company, such transferee may become a Member if (i) such transferee executes and agrees to be bound by this Agreement, (ii) the transferor and/or transferee pays all reasonable legal and other fees and expenses incurred by the Company in connection with such assignment and substitution and (iii) the transferor and transferee execute such documents and deliver such certificates to the Company and the Manager remaining Members as may be required by applicable law or otherwise advisable; and (b) Notwithstanding the foregoing, any Transfer or purported Transfer of any Interest, whether to another Member or to a third party, shall be of no effect and void ab initio, and such transferee shall not become a Member or an owner of the purportedly transferred Interest, if the Manager determines in its sole discretion that: (i) the Transfer would require registration of any Interest under, or result in a violation of, any federal or state securities laws; (ii) the Transfer would result in a termination of the Company under Code Section 708(b); (iii) as a result of such Transfer the Company would be required to register as an investment company under the Investment Company Act of 1940, as amended, or any rules or regulations promulgated thereunder; (iv) if as a result of such Transfer the aggregate value of Interests held by “"benefit plan investors” " including at least one benefit plan investor that is subject to ERISA, could be “"significant” " (as such terms are defined in U.S. Department of Labor Regulation 29 C.F.R. 2510.3-101(f)(2)) with the result that the assets of the Company could be deemed to be “"plan assets” " for purposes of ERISA; (v) as a result of such Transfer, the Company would or may have in the aggregate more than one hundred (100) members and material adverse federal income tax consequences would result to a Member. For purposes of determining the number of members under this Section 12.3(b)(v), a Person (the "beneficial owner") indirectly owning an interest in the Company through a partnership, grantor trust or S corporation (as such terms are used in the Code) (a “Flow Through Entity”the "flow-through entity") shall be considered a member, but only if (i) substantially all of the value of such Person’s the beneficial owner's interest in the Flowflow-Through Entity through entity is attributable to the Flowflow-Through Entity’s through entity's interest (direct or indirect) in the Company and (ii) in the sole discretion of the Manager, a principal purpose of the use of the Flowflow-Through Entity through entity is to permit the Company to satisfy the 100-member limitation; or (vi) the transferor failed to comply with the provisions of Sections 12.2(a) or (b). The Manager may require the provision of a certificate as to the legal nature and composition of a proposed transferee of an Interest of a Member and from any Member as to its legal nature and composition and shall be entitled to rely on any such certificate in making such determinations under this Section 12.3.

Admission of Transferee; Partial Transfers. Notwithstanding anything in this Section 12 to the contrary and except as provided in Section 14.5, no Transfer of Interests in the Company shall be permitted unless the potential transferee is admitted as a Member under this Section 12.3. (a) Such transferee may become a Member if (i) such transferee executes and agrees to be bound by this Agreement, (ii) the transferor and/or transferee pays all reasonable legal and other fees and expenses incurred by the Company in connection with such assignment and substitution and (iii) the transferor and transferee execute such documents and deliver such certificates to the Company and the Manager as may be required by applicable law or otherwise advisable; and (b) Notwithstanding the foregoing, any Transfer or purported Transfer of any Interest, whether to another Member or to a third party, shall be of no effect and void ab initio, and such transferee shall not become a Member or an owner of the purportedly transferred Interest, if the Manager determines in its sole discretion that: (i) the Transfer would require registration of any Interest under, or result in a violation of, any federal or state securities laws; (ii) the Transfer would result in a termination of the Company under Code Section 708(b); (iii) as a result of such Transfer the Company would be required to register as an investment company under the Investment Company Act of 1940, as amended, or any rules or regulations promulgated thereunder; (iv) if as a result of such Transfer the aggregate value of Interests held by “"benefit plan investors” " including at least one benefit plan investor that is subject to ERISA, could be “"significant” " (as such terms are defined in U.S. Department of Labor Regulation 29 C.F.R. 2510.3-101(f)(210l (f)(2)) with the result that the assets of the Company could be deemed to be “"plan assets” " for purposes of ERISA; (v) as a result of such Transfer, the Company would or may have in the aggregate more than one hundred (100( l 00) members and material adverse federal income tax consequences would result to a Member. For purposes of determining the number of members under this Section 12.3(b)(v), a Person indirectly owning an interest in the Company through a partnership, grantor trust or S corporation (as such terms are used in the Code) (a “"Flow Through Entity”") shall be considered a member, but only if (i) substantially all of the value of such Person’s 's interest in the Flow-Through Entity is attributable to the Flow-Through Entity’s 's interest (direct or indirect) in the Company and (ii) in the sole discretion of the Manager, a principal purpose of the use of the Flow-Through Entity is to permit the Company to satisfy the 100-100- member limitation; or (vi) the transferor failed to comply with the provisions of Sections 12.2(a) or (b). The Manager may require the provision of a certificate as to the legal nature and composition of a proposed transferee of an Interest of a Member and from any Member as to its legal nature and composition and shall be entitled to rely on any such certificate in making such determinations under this Section 12.3.

Admission of Transferee; Partial Transfers. Notwithstanding anything in this Section 12 to the contrary and except as provided in Section 14.55.2(b), no Transfer of Interests in the Company shall be permitted unless the potential transferee is admitted as a Member under this Section 12.3. (a) Such If a Member Transfers all or any portion of its Interest in the Company, such transferee may become a Member if (i) such transferee executes and agrees to be bound by this Agreement, (ii) the transferor and/or transferee pays all reasonable legal and other fees and expenses incurred by the Company in connection with such assignment and substitution and (iii) the transferor and transferee execute such documents and deliver such certificates to the Company and the Manager remaining Members as may be required by applicable law or otherwise advisable; and (b) Notwithstanding the foregoing, any Transfer or purported Transfer of any Interest, whether to another Member or to a third party, shall be of no effect and void ab initio, and such transferee shall not become a Member or an owner of the purportedly transferred Interest, if the Manager determines in its sole discretion that: (i) the Transfer would require registration of any Interest under, or result in a violation of, any federal or state securities laws; (ii) the Transfer would result in a termination of the Company under Code Section 708(b); (iii) as a result of such Transfer the Company would be required to register as an investment company under the Investment Company Act of 1940, as amended, or any rules or regulations promulgated thereunder; (iv) if as a result of such Transfer the aggregate value of Interests held by “benefit plan investors” including at least one benefit plan investor that is subject to ERISA, could be “significant” (as such terms are defined in U.S. Department of Labor Regulation 29 C.F.R. 2510.3-101(f)(2)) with the result that the assets of the Company could be deemed to be “plan assets” for purposes of ERISA; (v) as a result of such Transfer, the Company would or may have in the aggregate more than one hundred (100) members and material adverse federal income tax consequences would result to a Member. For purposes of determining the number of members under this Section 12.3(b)(v), a Person Beneficial Owner indirectly owning an interest in the Company through a partnership, grantor trust or S corporation (as such terms are used in the Code) (a “Flow Flow-Through Entity”) Entity shall be considered a member, but only if (i) substantially all of the value of such Personthe Beneficial Owner’s interest in the Flow-Through Entity is attributable to the Flow-Through Entity’s interest (direct or indirect) in the Company and (ii) in the sole discretion of the Manager, a principal purpose of the use of the Flow-Through Entity is to permit the Company to satisfy the 100-member limitation; or (vi) the transferor failed to comply with the provisions of Sections 12.2(a) or (b). The Manager may require the provision of a certificate as to the legal nature and composition of a proposed transferee of an Interest of a Member and from any Member as to its legal nature and composition and shall be entitled to rely on any such certificate in making such determinations under this Section 12.3.

Admission of Transferee; Partial Transfers. Notwithstanding anything in this Section 12 to the contrary and except as provided in Section 14.55.2(b), no Transfer of Interests in the Company shall be permitted unless the potential transferee is admitted as a Member under this Section 12.3.: (a) Such If a Member Transfers all or any portion of its Interest in the Company, such transferee may become a Member if (i) such transferee executes and agrees to be bound by this Agreement, (ii) the transferor and/or transferee pays all reasonable legal and other fees and expenses incurred by the Company in connection with such assignment and substitution and (iii) the transferor and transferee execute such documents and deliver such certificates to the Company and the Manager remaining Members as may be required by applicable law or otherwise advisable; and (b) Notwithstanding the foregoing, any Transfer or purported Transfer of any Interest, whether to another Member or to a third party, shall be of no effect and void ab initio, and such transferee shall not become a Member or an owner of the purportedly transferred Interest, if the Manager Management Committee determines in its sole discretion that: (i1) the Transfer would require registration of any Interest under, or result in a violation of, any federal or state securities laws; (ii2) the Transfer would result in a termination of the Company under Code Section 708(b);; provided, however, that any such determination under this Section 12.3(b)(2) shall require the reasonable determination and approval of at least one (1) Representative appointed by Cxxxxxx. (iii3) as a result of such Transfer the Company would be required to register as an investment company under the Investment Company Act of 1940, as amended, or any rules or regulations promulgated thereunder; (iv4) if as a result of such Transfer the aggregate value of Interests held by “"benefit plan investors” " including at least one benefit plan investor that is subject to ERISA, could be “"significant” " (as such terms are defined in U.S. Department of Labor Regulation 29 C.F.R. 2510.3-101(f)(210l (f)(2)) with the result that the assets of the Company could be deemed to be “"plan assets” " for purposes of ERISA; (v5) as a result of such Transfer, the Company would or may have in the aggregate more than one hundred (100) members and material adverse federal income tax consequences would result to a Member. For purposes of determining the number of members under this Section 12.3(b)(v12.3(b)(5), a Person (the "beneficial owner") indirectly owning an interest in the Company through a partnership, grantor trust or S corporation (as such terms are used in the Code) (a “Flow Through Entity”the "flow-through entity") shall be considered a member, but only if (i) substantially all of the value of such Person’s the beneficial owner's interest in the Flowflow-Through Entity through entity is attributable to the Flowflow-Through Entity’s through entity's interest (direct or indirect) in the Company and (ii) in the sole discretion of the ManagerManagement Committee, a principal purpose of the use of the Flowflow-Through Entity through entity is to permit the Company to satisfy the 100-member limitation; or (vi6) the transferor failed to comply with the provisions of Sections 12.2(a) or (b). The Manager Management Committee may require the provision of a certificate as to the legal nature and composition of a proposed transferee of an Interest of a Member and from any Member as to its legal nature and composition and shall be entitled to rely on any such certificate in making such determinations under this Section 12.3.

Admission of Transferee; Partial Transfers. Notwithstanding anything in this Section 12 to the contrary and except as provided in Section 14.55.2(b), no Transfer of Interests lnterests in the Company shall be permitted unless the potential transferee is admitted as a Member under this Section 12.3.: (a) Such If a Member Transfers all or any portion of its Interest in the Company, such transferee may become a Member if (i) such transferee executes and agrees to be bound by this Agreement, (ii) the transferor and/or transferee pays all reasonable legal and other fees and expenses incurred by the Company in connection with such assignment and substitution and (iii) the transferor and transferee execute such documents and deliver such certificates to the Company and the Manager remaining Members as may be required by applicable law or otherwise advisable; and (b) Notwithstanding the foregoing, any Transfer or purported Transfer of any Interest, whether to another Member or to a third party, shall be of no effect and void ab initio, and such transferee shall not become a Member or an owner of the purportedly transferred Interest, if the Manager Management Committee determines in its sole discretion that: (i1) the Transfer would require registration of any Interest under, or result in a violation of, any federal or state securities laws; (ii2) the Transfer would result in a termination of the Company under Code Section 708(b);; provided, however, that any such determination under this Section 12.3(b)(2) shall require the reasonable determination and approval of at least one (1) Representative appointed by Cxxxxxx. (iii3) as a result of such Transfer the Company would be required to register as an investment company under the Investment Company Act of 1940, as amended, or any rules or regulations promulgated thereunder; (iv4) if as a result of such Transfer the aggregate value of Interests held by “"benefit plan investors” " including at least one benefit plan investor that is subject to ERISA, could be “"significant” " (as such terms are defined in U.S. Department of Labor Regulation 29 C.F.R. 2510.3-101(f)(2)) with the result that the assets of the Company could be deemed to be “"plan assets” " for purposes of ERISA; (v5) as a result of such Transfer, the Company would or may have in the aggregate more than one hundred (( 100) members and material adverse federal income tax consequences would result to a Member. For purposes of determining the number of members under this Section 12.3(b)(v12.3(b)(5), a Person (the "beneficial owner") indirectly owning an interest in the Company through a partnership, grantor trust or S corporation (as such terms are used in the Code) (a “Flow Through Entity”the "flow-through entity") shall be considered a member, but only if (i) substantially all of the value of such Person’s the beneficial owner's interest in the Flowflow-Through Entity through entity is attributable to the Flowflow-Through Entity’s through entity's interest (direct or indirect) in the Company and (ii) in the sole discretion of the ManagerManagement Committee, a principal purpose of the use of the Flowflow-Through Entity through entity is to permit the Company to satisfy the 100-member limitation; or (vi6) the transferor failed to comply with the provisions of Sections 12.2(a) or (b). The Manager Management Committee may require the provision of a certificate as to the legal nature and composition of a proposed transferee of an Interest of a Member and from from. any Member as to its legal nature and composition and shall be entitled to rely on any such certificate in making such determinations under this Section 12.3.

Admission of Transferee; Partial Transfers. Notwithstanding anything in this Section 12 to the contrary and except as provided in Section 14.5Sections 5.2(b), no Transfer of Interests in the Company shall be permitted unless the potential transferee is admitted as a Member under this Section 12.3.: (a) Such If a Member Transfers all or any portion of its Interest in the Company, such transferee may become a Member if (i) such transferee executes and agrees to be bound by this Agreement, (ii) the transferor and/or transferee pays all reasonable legal and other fees and expenses incurred by the Company in connection with such assignment and substitution and (iii) the transferor and transferee execute such documents and deliver such certificates to the Company and the Manager remaining Members as may be required by applicable law or otherwise advisable; and (b) Notwithstanding the foregoing, any Transfer or purported Transfer of any Interest, whether to another Member or to a third party, shall be of no effect and void ab initio, and such transferee shall not become a Member or an owner of the purportedly transferred Interest, if the Manager Management Committee determines in its sole discretion that: (i) the Transfer would require registration of any Interest under, or result in a violation of, any federal or state securities laws; (ii) the Transfer would result in a termination of the Company under Code Section 708(b); (iii) as a result of such Transfer the Company would be required to register as an investment company under the Investment Company Act of 1940, as amended, or any rules or regulations promulgated thereunder; (iv) if as a result of such Transfer the aggregate value of Interests held by “benefit plan investors” including at least one benefit plan investor that is subject to ERISA, could be “significant” (as such terms are defined in U.S. Department of Labor Regulation 29 C.F.R. 2510.3-101(f)(2)) with the result that the assets of the Company could be deemed to be “plan assets” for purposes of ERISA; (v) as a result of such Transfer, the Company would or may have in the aggregate more than one hundred (100) members and material adverse federal income tax consequences would result to a Member. For purposes of determining the number of members under this Section 12.3(b)(v), a Person (the “beneficial owner”) indirectly owning an interest in the Company through a partnership, grantor trust or S corporation (as such terms are used in the Code) (a the “Flow Through Entityflow-through entity”) shall be considered a member, but only if (i) substantially all of the value of such Personthe beneficial owner’s interest in the Flowflow-Through Entity through entity is attributable to the Flowflow-Through Entitythrough entity’s interest (direct or indirect) in the Company and (ii) in the sole discretion of the Manager, a principal purpose of the use of the Flowflow-Through Entity through entity is to permit the Company to satisfy the 100-member limitation; or (vi) the transferor failed to comply with the provisions of Sections 12.2(a) or (b). The Manager may require the provision of a certificate as to the legal nature and composition of a proposed transferee of an Interest of a Member and from any Member as to its legal nature and composition and shall be entitled to rely on any such certificate in making such determinations under this Section 12.3.

Admission of Transferee; Partial Transfers. Notwithstanding anything in this Section 12 to the contrary and except as provided in Section 14.55.2(b), Section 14.5 and Section 14.6, or except for Transfers pursuant to the Bluerock Bridge Loan Documents, no Transfer of Interests in the Company shall be permitted unless the potential transferee is admitted as a Member under this Section 12.3.: (a) Such If a Member Transfers all or any portion of its Interest in the Company, such transferee may become a Member if (i) such transferee executes and agrees to be bound by this Agreement, (ii) the transferor and/or transferee pays all reasonable legal and other fees and expenses incurred by the Company in connection with such assignment and substitution and (iii) the transferor and transferee execute such documents and deliver such certificates to the Company and the Manager remaining Members as may be required by applicable law or otherwise advisable; and (b) Notwithstanding 12.3(a) above and except for Transfers pursuant to the foregoingBluerock Bridge Loan Documents, any Transfer or purported Transfer of any Interest, whether to another Member or to a third party, shall be of no effect and void ab initio, and such transferee shall not become a Member or an owner of the purportedly transferred Interest, if the Manager determines Managers determine in its their sole discretion that: (i) the Transfer would require registration of any Interest under, or result in a violation of, any federal or state securities laws; (ii) the Transfer would result in a termination of the Company under Code Section 708(b) (except for Transfers specifically approved by the Managers or Affiliate Transfers pursuant to 12.2); (iii) as a result of such Transfer the Company would be required to register as an investment company under the Investment Company Act of 1940, as amended, or any rules or regulations promulgated thereunder; (iv) if as a result of such Transfer the aggregate value of Interests held by “benefit plan investors” including at least one benefit plan investor that is subject to ERISA, could be “significant” (as such terms are defined in U.S. Department of Labor Regulation 29 C.F.R. 2510.3-101(f)(2)) with the result that the assets of the Company could be deemed to be “plan assets” for purposes of ERISA; (v) as a result of such Transfer, the Company would or may have in the aggregate more than one hundred (100) members and material adverse federal income tax consequences would result to a Member. For purposes of determining the number of members under this Section 12.3(b)(v), a Person Beneficial Owner indirectly owning an interest in the Company through a partnership, grantor trust or S corporation (as such terms are used in the Code) (a “Flow Flow-Through Entity”) Entity shall be considered a member, but only if (i) substantially all of the value of such Personthe Beneficial Owner’s interest in the Flow-Through Entity is attributable to the Flow-Through Entity’s interest (direct or indirect) in the Company and (ii) in the sole discretion of the ManagerManagers, a principal purpose of the use of the Flow-Through Entity is to permit the Company to satisfy the 100-member limitation; or (vi) the transferor failed to comply with the provisions of Sections 12.2(a) or (b). The Manager Managers may require the provision of a certificate as to the legal nature and composition of a proposed transferee of an Interest of a Member and from any Member as to its legal nature and composition and shall be entitled to rely on any such certificate in making such determinations under this Section 12.3.

Admission of Transferee; Partial Transfers. Notwithstanding anything in this Section 12 11 to the contrary and except as provided in Section 14.54.4(b), Section 13.5 and Section 13.6, no Transfer of Interests in the Company shall be permitted unless the potential transferee is admitted as a Member under this Section 12.3.11.3: (a) Such If a Member Transfers all or any portion of its Interest in the Company, such transferee may become a Member if (i) such transferee executes and agrees to be bound by this Agreement, (ii) the transferor and/or transferee pays all reasonable legal and other fees and expenses incurred by the Company in connection with such assignment and substitution and (iii) the transferor and transferee execute such documents and deliver such certificates to the Company and the Manager remaining Members as may be required by applicable law or otherwise advisable; and (b) Notwithstanding the foregoing, any Transfer or purported Transfer of any Interest, whether to another Member or to a third party, shall be of no effect and void ab initio, and such transferee shall not become a Member or an owner of the purportedly transferred Interest, if either of the Manager determines Managers determines, in its sole reasonable discretion that: (i) the Transfer would require registration of any Interest under, or result in a violation of, any federal or state securities laws; (ii) the Transfer would result in a termination of the Company under Code Section 708(b); (iii) as a result of such Transfer the Company would be required to register as an investment company under the Investment Company Act of 1940, as amended, or any rules or regulations promulgated thereunder; (iv) if as a result of such Transfer the aggregate value of Interests held by “"benefit plan investors” " including at least one benefit plan investor that is subject to ERISA, could be “"significant” " (as such terms are defined in U.S. Department of Labor Regulation 29 C.F.R. 2510.3-101(f)(2)) with the result that the assets of the Company could be deemed to be “"plan assets” " for purposes of ERISA; (v) as a result of such Transfer, the Company would or may have in the aggregate more than one hundred (100) members and material adverse federal income tax consequences would result to a Member. For purposes of determining the number of members under this Section 12.3(b)(v11.3(b)(v), a Person indirectly owning an interest in the Company through a partnership, grantor trust or S corporation (as such terms are used in the Code) (a “Flow Flow-Through Entity”) Entity shall be considered a member, but only if (i) substantially all of the value of such the Person’s 's interest in the Flow-Through Entity is attributable to the Flow-Through Entity’s 's interest (direct or indirect) in the Company and (ii) in the sole discretion of the ManagerManagers, a principal purpose of the use of the Flow-Through Entity is to permit the Company to satisfy the 100-member limitation; or (vi) the transferor failed to comply with the provisions of Sections 12.2(a11.2(a) or (b). The Manager Managers may require the provision of a certificate as to the legal nature and composition of a proposed transferee of an Interest of a Member and from any Member as to its legal nature and composition and shall be entitled to rely on any such certificate in making such determinations under this Section 12.311.3.

Admission of Transferee; Partial Transfers. Notwithstanding anything in this Section 12 to the contrary and except as provided in Section 14.5Sections 5.2(b), no Transfer of Interests in the Company shall be permitted unless the Transfer is only a pledge of the economic interests of the transferor or the potential transferee is admitted as a Member under this Section 12.3.: (a) Such If a Member Transfers all or any portion of its Interest in the Company, such transferee may become a Member if (i) such transferee executes and agrees to be bound by this Agreement, (ii) the transferor and/or transferee pays all reasonable legal and other fees and expenses incurred by the Company in connection with such assignment and substitution and (iii) the transferor and transferee execute such documents and deliver such certificates to the Company and the Manager remaining Members as may be required by applicable law or otherwise advisable; and (b) Notwithstanding the foregoing, any Transfer or purported Transfer of any Interest, whether to another Member or to a third party, shall be of no effect and void ab initio, and such transferee shall not become a Member or an owner of the purportedly transferred Interest, if the Manager Management Committee determines in its sole discretion that: (i) the Transfer would require registration of any Interest under, or result in a violation of, any federal or state securities laws; (ii) the Transfer would result in a termination of the Company under Code Section 708(b); (iii) as a result of such Transfer the Company would be required to register as an investment company under the Investment Company Act of 1940, as amended, or any rules or regulations promulgated thereunder; (iv) if as a result of such Transfer the aggregate value of Interests held by “benefit plan investors” including at least one benefit plan investor that is subject to ERISA, could be “significant” (as such terms are defined in U.S. Department of Labor Regulation 29 C.F.R. 2510.3-101(f)(2)) with the result that the assets of the Company could be deemed to be “plan assets” for purposes of ERISA; (v) as a result of such Transfer, the Company would or may have in the aggregate more than one hundred (100) members and material adverse federal income tax consequences would result to a Member. For purposes of determining the number of members under this Section 12.3(b)(v), a Person (the “beneficial owner”) indirectly owning an interest in the Company through a partnership, grantor trust or S corporation (as such terms are used in the Code) (a the “Flow Through Entityflow-through entity”) shall be considered a member, but only if (i) substantially all of the value of such Personthe beneficial owner’s interest in the Flowflow-Through Entity through entity is attributable to the Flowflow-Through Entitythrough entity’s interest (direct or indirect) in the Company and (ii) in the sole discretion of the Manager, a principal purpose of the use of the Flowflow-Through Entity through entity is to permit the Company to satisfy the 100-member limitation; or (vi) the transferor failed to comply with the provisions of Sections 12.2(a) or (b). The Manager may require the provision of a certificate as to the legal nature and composition of a proposed transferee of an Interest of a Member and from any Member as to its legal nature and composition and shall be entitled to rely on any such certificate in making such determinations under this Section 12.3.

Admission of Transferee; Partial Transfers. Notwithstanding anything in this Section 12 to the contrary and except as provided in Section 14.55.2(b), no Transfer of Interests in the Company shall be permitted unless the potential transferee is admitted as a Member under this Section 12.312.3:12. (a) Such If a Member Transfers all or any portion of its Interest in the Company, such transferee may become a Member if (i) such transferee executes and agrees to be bound by this Agreement, (ii) the transferor and/or transferee pays all reasonable legal and other fees and expenses incurred by the Company in connection with such assignment and substitution and (iii) the transferor and transferee execute such documents and deliver such certificates to the Company and the Manager remaining Members as may be required by applicable law or otherwise advisable; and (b) Notwithstanding the foregoing, any Transfer or purported Transfer of any Interest, whether to another Member or to a third party, shall be of no effect and void ab initio, and such transferee shall not become a Member or an owner of the purportedly transferred Interest, if the Manager determines in its sole discretion that: (i) the Transfer would require registration of any Interest under, or result in a violation of, any federal or state securities laws; (ii) the Transfer would result in a termination of the Company under Code Section 708(b); (iii) as a result of such Transfer the Company would be required to register as an investment company under the Investment Company Act of 1940, as amended, or any rules or regulations promulgated thereunder; (iv) if as a result of such Transfer the aggregate value of Interests held by “benefit plan investors” including at least one benefit plan investor that is subject to ERISA, could be “significant” (as such terms are defined in U.S. Department of Labor Regulation 29 C.F.R. 2510.3-101(f)(2)) with the result that the assets of the Company could be deemed to be “plan assets” for purposes of ERISA; (v) as a result of such Transfer, the Company would or may have in the aggregate more than one hundred (100) members and material adverse federal income tax consequences would result to a Member. For purposes of determining the number of members under this Section 12.3(b)(v), a Person Beneficial Owner indirectly owning an interest in the Company through a partnership, grantor trust or S corporation (as such terms are used in the Code) (a “Flow Flow-Through Entity”) Entity shall be considered a member, but only if (i) substantially all of the value of such Personthe Beneficial Owner’s interest in the Flow-Through Entity is attributable to the Flow-Through Entity’s interest (direct or indirect) in the Company and (ii) in the sole discretion of the Manager, a principal purpose of the use of the Flow-Through Entity is to permit the Company to satisfy the 100-member limitation; or (vi) the transferor failed to comply with the provisions of Sections 12.2(a) or (b). The Manager may require the provision of a certificate as to the legal nature and composition of a proposed transferee of an Interest of a Member and from any Member as to its legal nature and composition and shall be entitled to rely on any such certificate in making such determinations under this Section 12.3.

Admission of Transferee; Partial Transfers. Notwithstanding anything in this Section 12 to the contrary and except as provided in Section 14.55.2(b), Section 14.5 and Section 14.6, no Transfer of Interests in the Company shall be permitted unless the potential transferee is admitted as a Member under this Section 12.3.: (a) Such If a Member Transfers all or any portion of its Interest in the Company, such transferee may become a Member if (i) such transferee executes and agrees to be bound by this Agreement, (ii) the transferor and/or transferee pays all reasonable legal and other fees and expenses incurred by the Company in connection with such assignment and substitution and (iii) the transferor and transferee execute such documents and deliver such certificates to the Company and the Manager remaining Members as may be required by applicable law or otherwise advisable; and (b) Notwithstanding the foregoing12.3(a) above, any Transfer or purported Transfer of any Interest, whether to another Member or to a third party, shall be of no effect and void ab initio, and such transferee shall not become a Member or an owner of the purportedly transferred Interest, if the Manager determines Managers determine in its their sole discretion that: (i) the Transfer would require registration of any Interest under, or result in a violation of, any federal or state securities laws; (ii) the Transfer would result in a termination of the Company under Code Section 708(b) (except for Transfers specifically approved by the Managers or Affiliate Transfers pursuant to 12.2); (iii) as a result of such Transfer the Company would be required to register as an investment company under the Investment Company Act of 1940, as amended, or any rules or regulations promulgated thereunder; (iv) if as a result of such Transfer the aggregate value of Interests held by “benefit plan investors” including at least one benefit plan investor that is subject to ERISA, could be “significant” (as such terms are defined in U.S. Department of Labor Regulation 29 C.F.R. 2510.3-101(f)(2)) with the result that the assets of the Company could be deemed to be “plan assets” for purposes of ERISA; (v) as a result of such Transfer, the Company would or may have in the aggregate more than one hundred (100) members and material adverse federal income tax consequences would result to a Member. For purposes of determining the number of members under this Section 12.3(b)(v), a Person Beneficial Owner indirectly owning an interest in the Company through a partnership, grantor trust or S corporation (as such terms are used in the Code) (a “Flow Flow-Through Entity”) Entity shall be considered a member, but only if (i) substantially all of the value of such Personthe Beneficial Owner’s interest in the Flow-Through Entity is attributable to the Flow-Through Entity’s interest (direct or indirect) in the Company and (ii) in the sole discretion of the ManagerManagers, a principal purpose of the use of the Flow-Through Entity is to permit the Company to satisfy the 100-member limitation; or (vi) the transferor failed to comply with the provisions of Sections 12.2(a) or (b). The Manager Managers may require the provision of a certificate as to the legal nature and composition of a proposed transferee of an Interest of a Member and from any Member as to its legal nature and composition and shall be entitled to rely on any such certificate in making such determinations under this Section 12.3.