Common use of Certain Agreements by Transferees Clause in Contracts

Certain Agreements by Transferees. No Approved Transfer or Permitted Transfer shall be valid or permitted, nor shall any transferee of Units by means of any such Transfer have any rights hereunder, unless and until all of the following conditions are satisfied or waived in writing by the Board of Directors: (a) The transferee (if not already a Member prior to such Transfer) shall have executed and delivered to the Board of Directors a counterpart of this Agreement pursuant to which the transferee agrees to be bound by the provisions of this Agreement and the written acceptance and adoption by the transferee of the provisions of this Agreement and the assumption by the transferee of all obligations of the transferor under this Agreement. The failure or refusal of a transferee to execute and deliver to the Company such a counterpart shall not limit the applicability of this Agreement to the Units transferred; (b) The transferor shall deliver to the Board of Directors the fully executed and acknowledged written instrument of assignment or other applicable document setting forth the intention of the transferor to transfer such transferor’s Units to the transferee; (c) The transferor and transferee shall execute and acknowledge such other instruments as the Board of Directors may reasonably deem necessary or desirable to effect such Transfer and admission of the transferee as a Member; (d) If requested by the Board of Directors, counsel reasonably satisfactory to the Company shall have rendered an opinion, at the transferor’s sole cost and expense, that (i) such Transfer may be effected without registration under the Securities Act of 1933, as amended, or violation of applicable state securities laws, (ii) such Transfer will not result in the termination of the Company’s tax treatment as a partnership for federal income tax purposes or the termination of the limited liability of the Members under applicable law, (iii) if there is a loan, deed of trust, security agreement or other material contract to which the Company or any Subsidiary is a party or by which the Company, any Subsidiary or any of their properties or assets are bound or subject, such Transfer will not entitle the holder of the indebtedness secured thereby or other contractual party to accelerate the indebtedness or terminate or otherwise materially alter the terms of the agreement, and (iv) the Company will not be required to register under the Investment Company Act of 1940, as in effect at the time of rendering such opinion. Each Member acknowledges and confirms that such Member’s Units constitute securities that have not been registered under any federal or state securities laws by virtue of exemptions from the registration provisions thereof and consequently cannot be sold except pursuant to appropriate registration or exemption from registration as applicable; (e) The Board of Directors (with advice of counsel) shall have determined in writing that any such Transfer will not have an adverse legal, operational, tax or securities law effect upon the Company or any Subsidiary; and (f) The transferee has paid all reasonable expenses incurred by the Company (including its legal fees) in connection with the Company’s determination of the transferee’s and transferor’s compliance with the foregoing provisions, or otherwise in connection with such Transfer.

Certain Agreements by Transferees. No Approved Transfer or Permitted Transfer shall be valid or permitted, nor shall any transferee of Units Interests by means of any such Transfer have any rights hereunder, unless and until all of the following conditions are satisfied or waived in writing by the Board of Directorssatisfied: (a) The transferee (if not already a Member prior to such Transfer) shall have executed and delivered to the Board of Directors Members and the Company a counterpart of this Agreement pursuant to which the transferee agrees to be bound by the provisions of this Agreement and the written acceptance and adoption by the transferee of the provisions of this Agreement and the assumption by the transferee of all obligations of the transferor under this Agreement. The failure or refusal of a transferee to execute and deliver to the Company such a counterpart shall not limit the applicability of this Agreement to the Units Interests transferred; (b) The transferor shall deliver to the Board of Directors Manager the fully executed and acknowledged written instrument of assignment or other applicable document setting forth the intention of the transferor to transfer such transferor’s Units Interests to the transferee; (c) The transferor and transferee shall execute and acknowledge such other instruments as the Board of Directors Manager may reasonably deem necessary or desirable to effect such Transfer and admission of the transferee as a Member; (d) If requested by the Board of DirectorsManager, counsel reasonably satisfactory to the Company shall have rendered an opinion, at the transferor’s sole cost and expense, that (i) such Transfer may be effected without registration under the Securities Act of 1933, as amended, or violation of applicable state securities laws, (ii) such Transfer will not result in the termination of the Company’s tax treatment as a partnership for federal income tax purposes or the termination of the limited liability of the Members under applicable law, (iii) if there is a loan, deed of trust, security agreement or other material contract to which the Company or any Subsidiary is a party or by which the Company, any Subsidiary Company or any of their its properties or assets are bound or subject, such Transfer will not entitle the holder of the indebtedness secured thereby or other contractual party to accelerate the indebtedness or terminate or otherwise materially alter the terms of the agreementcontract, and (iv) the Company will not be required to register under the Investment Company Act of 1940, as in effect at the time of rendering such opinion. Each Member acknowledges and confirms that such Member’s Units constitute securities that have not been registered under any federal or state securities laws by virtue of exemptions from the registration provisions thereof and consequently cannot be sold except pursuant to appropriate registration or exemption from registration as applicable; (e) The Board of Directors (with advice of counsel) shall have determined in writing that any such Transfer will not have an adverse legal, operational, tax or securities law effect upon the Company or any Subsidiary; and (fe) The transferee has paid all reasonable expenses incurred by the Company (including its legal fees) in connection with the Company’s determination of the transferee’s and transferor’s compliance with the foregoing provisions, or otherwise in connection with such Transfer, including any fees charged by lenders as a result of such Transfer under any loan documents by which the Company is bound.

Certain Agreements by Transferees. No Approved Transfer, Permitted Transfer or Permitted Transfer pursuant to Section 8.03 below shall be valid or permitted, nor shall any transferee of Units Interests by means of any such Transfer have any rights hereunder, unless and until all of the following conditions are satisfied or waived in writing by the Board of Directors:Board. (a) The transferee (if not already a Member prior to such Transfer) shall have executed and delivered to the Board of Directors Company a counterpart of this Agreement pursuant to which the transferee agrees to be bound by the provisions of this Agreement and the written acceptance and adoption by the transferee of the provisions of this Agreement and the assumption by the transferee of all obligations of the transferor under this Agreement. The failure or refusal of a transferee to execute and deliver to the Company such a counterpart shall not limit the applicability of this Agreement to the Units transferred;. (b) The transferor shall deliver to the Board of Directors Company the fully executed and acknowledged written instrument of assignment or other applicable document setting forth the intention of the transferor to transfer such transferor’s Units Interests to the transferee;. (c) The transferor and transferee shall execute and acknowledge such other instruments as the Board of Directors may reasonably deem necessary or desirable to effect such Transfer and admission of the transferee as a Member;. (d) If requested by the Board of DirectorsBoard, counsel reasonably satisfactory to the Company Board shall have rendered an opinion, at the transferor’s sole cost and expense, that (i) such Transfer may be effected without registration under the Securities Act of 1933, as amended, or violation of applicable state securities laws, (ii) such Transfer will not result in the termination of the Company’s tax treatment as a partnership for federal income tax purposes or the termination of the limited liability of the Members under applicable law, (iii) if there is a loan, deed of trust, security agreement loan or other material contract or instrument to which the Company or any Subsidiary is a party or by which the Company, any Subsidiary Company or any of their its properties or assets are bound or subject, such Transfer will not entitle the holder of the indebtedness secured thereby or other contractual party to accelerate the indebtedness or terminate or otherwise materially alter the terms of the agreement, and (iv) the Company will not be required to register under the Investment Company Act of 1940Act, as in effect at the time of rendering such opinion. Each Member acknowledges and confirms that such Member’s Units Interests constitute securities that have not been registered under any federal or state securities laws by virtue of exemptions from the registration provisions thereof and consequently cannot be sold except pursuant to appropriate registration or exemption from registration as applicable;. (e) The Board of Directors (with advice of counsel) shall have determined in writing that any such Transfer will not have an adverse legal, operational, tax or securities law effect upon the Company and, without limiting the foregoing, such Transfer does not violate this Agreement and does not and will not cause the Company or the Board to violate the Securities Act, the Exchange Act, the Investment Company Act, ERISA or the laws, rules, regulation, orders and other directives of any Subsidiary; governmental authority. and (f) The transferee has paid all reasonable expenses incurred by the Company (including its legal fees) in connection with the Company’s determination of the transferee’s and transferor’s compliance with the foregoing provisions, or otherwise in connection with such Transfer.