Common use of Certain General Provisions Clause in Contracts

Certain General Provisions. (a) Any amounts payable in cash by any party pursuant to Section 9.3 or Section 9.4 shall be effected by means of wire transfer of immediately available funds to such account or accounts in the United States as the payee shall specify not less than one (1) Business Day prior to the date on which such payment is to occur. (b) Notwithstanding anything to the contrary set forth in Subsection 9.2, 9.3 or 9.4, in the event that the acquisition by a Person of a Partnership Interest pursuant to any such provision would result in the Partnership ceasing to enjoy the status of a limited partnership under Delaware Law, then such Person shall not effect such acquisition, but such Person may effect the acquisition through an Affiliate of such Person or member of such Person’s consolidated group if such acquisition eliminates the cessation of the Partnership’s enjoying the status of a limited partnership under Delaware Law. (c) The Limited Partners agree, upon request of the General Partner, to execute such certificates or other documents and perform such acts as the General Partner reasonably deems appropriate to preserve the status of the Partnership as a limited partnership, upon or after the completion of any Transfer of any Partnership Interest, under Delaware Law. (d) In the event of the consummation of any Sale by any Limited Partner of all or any portion of its Partnership Interests in accordance with this ARTICLE 9, the transferring Limited Partner may Sell to the same third party its rights under Subsections 6.4(a) and 6.4(e) to designate and replace a member of the Advisory Committee that it is then entitled to so designate and replace. (e) Any transferee of a Partnership Interest that (i) acquires a Percentage Interest of at least ten percent (10%), (ii) has the right to designate and replace a member of the Advisory Committee pursuant to this Agreement or (iii) has the right to direct the vote of a member of the Advisory Committee shall be required to enter into a noncompetition covenant on substantially the same terms as the restrictions set forth in Section 6.6. (f) Notwithstanding anything to the contrary set forth in this Agreement, in the event of any Sale of a Partnership Interest permitted by this Agreement, the transferor Partner shall not cease to be a Partner or be deemed to have withdrawn as a Partner, until the transferee of such Partnership Interest shall have been admitted as a Partner pursuant to Section 9.10 below.

Certain General Provisions. (a) Any amounts payable in cash by any party pursuant to Section 9.3 or Section 9.4 shall be effected by means of wire transfer of immediately available funds to such account or accounts in the United States as the payee shall specify not less than one (1) Business Day prior to the date on which such payment is to occurIntentionally omitted. (b) Notwithstanding anything to the contrary set forth in Subsection Section 9.2, 9.3 or 9.4, in the event that the acquisition by a Person of a Partnership Member Interest pursuant to any such provision would result in the Partnership Company ceasing to enjoy the status of a limited partnership liability company under Delaware Law, then such Person shall not effect such acquisition, but such Person may effect the acquisition through an Affiliate of such Person or member of such Person’s consolidated group if such acquisition eliminates the cessation of the Partnership’s Company enjoying the status of a limited partnership liability company under Delaware Law. (c) The Limited Partners Members and GECUSH agree, upon request of the General PartnerManaging Member, to execute such certificates or other documents and perform such acts as the General Partner Managing Member reasonably deems appropriate to preserve the status of the Partnership Company as a limited partnershipliability company, upon or after the completion of any Transfer of any Partnership Member Interest, under Delaware Law. (d) In the event of the consummation of any Sale by any Limited Partner of all or any portion of its Partnership Interests in accordance with this ARTICLE 9, the transferring Limited Partner may Sell to the same third party its rights under Subsections 6.4(a) and 6.4(e) to designate and replace a member of the Advisory Committee that it is then entitled to so designate and replace. (e) Any transferee of a Partnership Interest that (i) acquires a Percentage Interest of at least ten percent (10%), (ii) has the right to designate and replace a member of the Advisory Committee pursuant to this Agreement or (iii) has the right to direct the vote of a member of the Advisory Committee shall be required to enter into a noncompetition covenant on substantially the same terms as the restrictions set forth in Section 6.6. (f) Notwithstanding anything to the contrary set forth in this Agreement, in the event of any Sale of a Partnership Member Interest permitted by this Agreement, the transferor Partner Member shall not cease to be a Partner Member or be deemed to have withdrawn as a Partner, Member until the transferee of such Partnership Member Interest shall have been admitted as a Partner Member pursuant to Section 9.10 below9.10. (e) The Company has not registered and does not intend to register as an investment company under the Investment Company Act in reliance on the exception from such registration provided in Section 3(c)(7) thereof. Accordingly, and notwithstanding any of the provisions of this Agreement to the contrary, the provisions of this Subsection 9.5(e) shall govern any Sale of Member Interests for so long as the Company determines (in the Company’s sole discretion with, prior to the Complete Indemnification Satisfaction Date, the written consent of GECUSH in its sole discretion) to retain its ability to qualify for the exception from registration provided by Section 3(c)(7) of the Investment Company Act. In the event of any conflict between the provisions of this Subsection 9.5(e) and any other provision of this Agreement, the provisions of this Subsection 9.5(e) shall govern. (i) All Member Interests shall be offered and Sold without registration under the Securities Act in transactions that are exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof and/or in transactions otherwise exempt from such requirements and in any event only to persons that are Qualified Purchasers that meet the requirements of paragraph (iii) of this Section 9.5(e) in reliance on the exception from registration as an investment company provided by Section 3(c)(7) of the Investment Company Act. (ii) Member Interests may be Sold to a transferee only if such transferee is a Qualified Purchaser (and meets the requirements as set forth in paragraph (iii) of this Subsection 9.5(e), as certified in a transfer certificate (in the form attached hereto as Exhibit B) delivered to the Managing Member) and the Sale is exempt from the registration requirements of the Securities Act. (iii) The Company has not registered and does not intend to register as an investment company under the Investment Company Act in reliance on the exception from such registration provided in Section 3(c)(7) thereof. Member Interests are to be offered and Sold only to persons that are Qualified Purchasers (and meet the other requirements set forth in Annex 1 hereto). Each Member shall represent, warrant, acknowledge and agree, and each subsequent purchaser or other transferee of a Member Interest will, by its acceptance or purchase thereof, represent, warrant, acknowledge and agree, to the restrictions as set forth in Annex 1 hereto. In addition, at any time that a Member shall make a contribution of capital to the Company, such Member shall, by such action, represent, warrant, acknowledge and agree to the restrictions as set forth in Annex 1 hereto. If a holder of a Member Interest shall at any time after its acquisition of such Member Interest be unable to make the representations, warranties, acknowledgments and agreements set forth in Annex 1, it shall provide prompt notice thereof to the Managing Member. (iv) The Members agree that Schedule B hereto, and any amendment thereto delivered to the Members in accordance with the provisions of Subsection 6.3(c) hereof, shall bear the restrictive legend substantially in the form set out in Exhibit A hereto, for so long as the Company determines to retain its ability to rely on the exception provided by Section 3(c)(7) of the Investment Company Act. The Company shall not delete or change such legend at any time prior to the Complete Indemnification Satisfaction Date without the prior written approval of GECUSH in its sole discretion. (v) In addition, whether or not the Company is relying on Section 3(c)(7) of the Investment Company Act, Schedule B hereto will bear such part of the legend set forth in Exhibit A that is applicable to the Securities Act (or a legend substantially to such effect) for so long as such portion of the legend and the restrictions on Sale set forth therein are required to ensure that Sales thereof comply with the provisions of the Securities Act. (vi) No Member Interest shall be Sold unless it is to a transferee that is a Qualified Purchaser and meets the other requirements set forth in Annex 1 hereto. Notwithstanding anything to the contrary in this Agreement, no Sale of a Member Interest may be made if such Sale would require registration of the Company under the Investment Company Act. Each person that purchases or otherwise acquires a Member Interest will be required to certify in a transfer certificate in the form set forth in Exhibit B that it meets the requirements set forth above under Annex 1 hereto. In addition to the other requirements herein, the Managing Member may request such additional documents and certifications as it may reasonably deem necessary (including an opinion of counsel) in order to verify that a Sale of a Member Interest is exempt from or not subject to registration under the Securities Act and other applicable securities laws and would not require the Company to register under the Investment Company Act. The Managing Member may deem as void and of no effect and deny any Sale of a Member Interest if it reasonably determines that such Sale is subject to but not registered or exempt from registration under applicable securities laws or could require the Company to register under the Investment Company Act. (vii) Any purported Sale of a Member Interest or any beneficial interests therein that is in breach, at the time made, of any transfer restrictions set forth in this Agreement will be void ab initio. The Managing Member shall be entitled to require any holder of a Member Interest that is determined not to have been a Qualified Purchaser (or to have not met the other requirements set forth under Annex 1 hereto) at the time of acquisition of such Member Interest, to forthwith Sell such Member Interest to a person that is a Qualified Purchaser meeting the requirements set forth under Annex 1 hereto in a transaction that is exempt from the registration requirements of the Securities Act. If such holder (or beneficial owner) fails to effect an immediate Sale of such Member Interest, the Managing Member may cause such holder’s Member Interest to be Sold to a person that certifies to the Managing Member that it is a Qualified Purchaser meeting the other requirements set forth in Annex 1 hereto and is aware that the Sale is being made pursuant to an exemption from the Securities Act, together with the other acknowledgements, representations and agreements made by a transferee of a Member Interest. After the receipt of a written notice from the Managing Member of any such Sale, the Managing Member may treat the transferee of such Member Interest as the owner thereof for all purposes hereunder. (viii) Until the Company determines (with the prior written consent of GECUSH in its sole discretion if such determination is made prior to the Complete Indemnification Satisfaction Date) not to retain its ability to qualify for the exception from registration provided by Section 3(c)(7) of the Investment Company Act, the Members shall not cause the Company to offer a Member Interest in its own or any affiliated participant-directed employee plan. (ix) Until the Company determines (with the prior written consent of GECUSH in its sole discretion if such determination is made prior to the Complete Indemnification Satisfaction Date) not to retain its ability to qualify for the exception from registration provided by Section 3(c)(7) of the Investment Company Act, the Members shall not cause the Company to issue any Member Interest or any other security or interest therein except pursuant to substantially the same provisions as are set forth in this Subsection 9.5(e).

Certain General Provisions. (a) Any amounts payable in cash by any party pursuant to Section 9.3 or Section 9.4 shall be effected by means of wire transfer of immediately available funds to such account or accounts in the United States as the payee shall specify not less than one (1) Business Day prior to the date on which such payment is to occur. (b) Notwithstanding anything to the contrary set forth in Subsection 9.2, 9.3 or 9.4, in the event that the acquisition by a Person of a Partnership Interest pursuant to any such provision would result in the Partnership ceasing to enjoy the status of a limited partnership under Delaware Law, then such Person shall not effect such acquisition, but such Person may effect affect the acquisition through an Affiliate of such Person or member of such Person’s consolidated group if such acquisition eliminates the cessation of the Partnership’s enjoying the status of a limited partnership under Delaware Law. (c) The Limited Partners agree, upon request of the General Partner, to execute such certificates or other documents and perform such acts as the General Partner reasonably deems appropriate to preserve the status of the Partnership as a limited partnership, upon or after the completion of any Transfer of any Partnership Interest, under Delaware Law. (d) In Notwithstanding anything to the contrary in this Agreement, in the event of the consummation of any Sale by any Limited GE Partner of all or any portion of its Partnership Interests in accordance with this ARTICLE Article 9, the transferring Limited GE Partner may Sell to the same third party its (A) the rights of the GE Representative Partner under Subsections 6.4(a) and 6.4(e) to designate and replace a member of the Advisory Committee that it is then entitled to so designate and replacereplace or (B) the rights to designate and replace the GE Representative Partner under Section 6.4(e), provided that such Sale is accompanied by the Sale to the same third party of the right of the GE Representative Partner under Subsections 6.4(a) and 6.4(e) to designate and replace a member of the Advisory Committee. For the avoidance of doubt, the GE Representative Partner may Sell its right to designate and replace a member of the Advisory Committee to another member of the GE Capital Consolidated Group, subject to Subsection 9.2(d). (e) Any transferee of a Partnership Interest that (i) acquires a Percentage Interest of at least ten percent (10%), (ii) has the right to designate and replace a member of the Advisory Committee pursuant to this Agreement or (iii) has the right to direct the vote of a member of the Advisory Committee shall be required to enter into a noncompetition covenant on substantially the same terms as the restrictions set forth in Section 6.6. (f) Notwithstanding anything to the contrary set forth in this Agreement, in the event of any Sale of a Partnership Interest permitted by this Agreement, the transferor Partner shall not cease to be a Partner or be deemed to have withdrawn as a Partner, until the transferee of such Partnership Interest shall have been admitted as a Partner pursuant to Section 9.10 below.

Certain General Provisions. (a) Any amounts payable in cash by any party pursuant to Section this Subsection 9.3 or Section Subsection 9.4 shall be effected by means of wire transfer of immediately available funds to such account or accounts in the United States as the payee shall specify not less than one (1) Business Day prior to the date on which such payment is to occur. (b) Notwithstanding anything to the contrary set forth in Subsection 9.2, 9.3 or 9.4, in the event that the acquisition by a Person of a Partnership Member Interest pursuant to any such provision would result in the Partnership Company ceasing to enjoy the status of a limited partnership liability company under Delaware Law, then such Person shall not effect such acquisition, but such Person may effect the acquisition through an Affiliate of such Person or member of such Person’s consolidated group if such acquisition eliminates the cessation of the Partnership’s Company enjoying the status of a limited partnership liability company under Delaware Law. (c) The Limited Partners Members agree, upon request of the General PartnerManaging Member, to execute such certificates or other documents and perform such acts as the General Partner Managing Member reasonably deems appropriate to preserve the status of the Partnership Company as a limited partnershipliability company, upon or after the completion of any Transfer of any Partnership Member Interest, under Delaware Law. (d) In Notwithstanding anything to the contrary in this Agreement, (i) in the event of the consummation of any Sale by any Limited Partner a GE Member of all or any portion of its Partnership Member Interests in accordance with this ARTICLE Article 9, the transferring Limited Partner GE Member may Sell to the same third party rights of the GE Representative Member (in whole but not in part) under this Agreement, or (ii) in the event of any Sale of a Member Interest permitted by this Agreement, the transferring GE Member or PTLC may Sell its purchase rights under Subsections 6.4(a9.4(a) and 6.4(e) to designate and replace a member of the Advisory Committee that it is then entitled to so designate and replaceor (b), respectively. (e) Any transferee of a Partnership Interest that (i) acquires a Percentage Interest of at least ten percent (10%), (ii) has the right to designate and replace a member of the Advisory Committee pursuant to this Agreement or (iii) has the right to direct the vote of a member of the Advisory Committee shall be required to enter into a noncompetition covenant on substantially the same terms as the restrictions set forth in Section 6.6. (f) Notwithstanding anything to the contrary set forth in this Agreement, in the event of any Sale of a Partnership Member Interest permitted by this Agreement, the transferor Partner Member shall not cease to be a Partner Member or be deemed to have withdrawn as a Partner, Member until the transferee of such Partnership Member Interest shall have been admitted as a Partner Member pursuant to Section 9.10 below. (f) The Company has not registered and does not intend to register as an investment company under the Investment Company Act in reliance on the exception from such registration provided in Section 3(c)(7) thereof. Accordingly, and notwithstanding any of the provisions of this Agreement to the contrary, the provisions of this Subsection 9.5(f) shall govern any Sale of Member Interests for so long as the Company determines (in the Company’s sole discretion) to retain its ability to qualify for the exception from registration provided by Section 3(c)(7) of the Investment Company Act. In the event of any conflict between the provisions of this Section 9.5 and any other provision of this Agreement, the provisions of this Section 9.5(f) shall govern. (i) All Member Interests shall be offered and Sold without registration under the Securities Act in transactions that are exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof and/or in transactions otherwise exempt from such requirements and in any event only to persons that are Qualified Purchasers that meet the requirements of paragraph (iii) of this Section 9.5(f) in reliance on the exception from registration as an investment company provided by Section 3(c)(7) of the Investment Company Act. (ii) Member Interests may be Sold to a transferee only if such transferee is a Qualified Purchaser (and meets the requirements as set forth in paragraph (iii) of this Section 9.5(f), as certified in a transfer certificate (in the form attached hereto as Exhibit B) delivered to the Managing Member) and the Sale is exempt from the registration requirements of the Securities Act. (iii) The Company has not registered and does not intend to register as an investment company under the Investment Company Act in reliance on the exception from such registration provided in Section 3(c)(7) thereof. Member Interests are to be offered and Sold only to persons that are Qualified Purchasers (and meet the other requirements set forth in Annex 1 hereto). Each initial Member shall represent, warrant, acknowledge and agree, and each subsequent purchaser or other transferee of a Member Interest will, by its acceptance or purchase thereof, represent, warrant, acknowledge and agree, to the restrictions as set forth in Annex 1 hereto. In addition, at any time that a Member shall make a contribution of capital to the Company, whether pursuant to the provisions of Section 3.2 hereof or otherwise, such Member shall, by such action, represent, warrant, acknowledge and agree to the restrictions as set forth in Annex 1 hereto. If a holder of a Member Interest shall at anytime after its acquisition of such Member Interest be unable to make the representations, warranties, acknowledgments and agreements set forth in Annex 1, it shall provide prompt notice thereof to the Managing Member. (iv) The Members agree that Schedule B hereto, and any amendment thereto delivered to the Members in accordance with the provisions of Section 6.3(c) hereof, shall bear the restrictive legend substantially in the form set out in Exhibit A hereto, for so long as the Company determines to retain its ability to rely on the exception provided by Section 3(c)(7) of the Investment Company Act. The Company shall not delete or change such legend without the approval of the GE Representative Member in its sole discretion that the Company does not desire to retain its ability to rely on the exception from registration under the Investment Company Act pursuant to Section 3(c)(7) thereof. (v) In addition, whether or not the Company is relying on Section 3(c)(7) of the Investment Company Act, Schedule B hereto will bear such part of the legend set forth in Exhibit A that is applicable to the Securities Act (or a legend substantially to such effect) for so long as such portion of the legend and the restrictions on Sale set forth therein are required to ensure that Sales thereof comply with the provisions of the Securities Act. (vi) No Member Interest shall be Sold unless it is to a transferee that is a Qualified Purchaser and meets the other requirements set forth in Annex 1 hereto. Notwithstanding anything to the contrary in this Agreement, no Sale of a Member Interest may be made if such Sale would require registration of the Company under the Investment Company Act. Each person that purchases or otherwise acquires a Member Interest will be required to certify in a transfer certificate in the form set forth in Exhibit B that it meets the requirements set forth above under Annex 1 hereto. In addition to the other requirements herein, the Managing Member may request such additional documents and certifications as it may reasonably deem necessary (including but not limited to an opinion of counsel) in order to verify that a Sale of a Member Interest is exempt from or not subject to registration under the Securities Act and other applicable securities laws and would not require the Company to register under the Investment Company Act. The Managing Member may deem as void and of no effect and deny any Sale of a Member Interest if it reasonably determines that such Sale is subject to but not registered or exempt from registration under applicable securities laws or could require the Company to register under the Investment Company Act. (vii) Any purported Sale of a Member Interest or any beneficial interests therein that is in breach, at the time made, of any transfer restrictions set forth in this Agreement will be void ab initio. The Managing Member shall be entitled to require any holder of a Member Interest that is determined not to have been a Qualified Purchaser (or to have not met the other requirements set forth under Annex 1 hereto) at the time of acquisition of such Member Interest, to forthwith Sell such Member Interest to a person that is a Qualified Purchaser meeting the requirements set forth under Annex 1 hereto in a transaction that is exempt from the registration requirements of the Securities Act. If such holder (or beneficial owner) fails to effect an immediate Sale of such Member Interest, the Managing Member may cause such holder’s Member Interest to be Sold to a person that certifies to the Managing Member that it is a Qualified Purchaser meeting the other requirements set forth in Annex 1 hereto and is aware that the Sale is being made pursuant to an exemption from the Securities Act, together with the other acknowledgements, representations and agreements made by a transferee of a Member Interest. After the receipt of a written notice from the Managing Member of any such Sale, the Managing Member may treat the transferee of such Member Interest as the owner thereof for all purposes hereunder. (viii) Until the Company determines (with the consent of the GE Representative Member in its sole discretion) not to retain its ability to qualify for the exception from registration provided by Section 3(c)(7) of the Investment Company Act, the Members shall not cause the Company to offer a Member Interest in its own or any affiliated participant-directed employee plan. (ix) Until the Company determines (with the consent of the GE Representative Member in its sole discretion) not to retain its ability to qualify for the exception from registration provided by Section 3(c)(7) of the Investment Company Act, the Members shall not cause the Company to issue any Member Interest or any other security or interest therein except pursuant to substantially the same provisions as are set forth in this Section 9.5(f).

Certain General Provisions. (a) Any amounts payable in cash by any party pursuant to Section Subsection 9.3 or Section Subsection 9.4 shall be effected by means of wire transfer of immediately available funds to such account or accounts in the United States as the payee shall specify not less than one (1) Business Day prior to the date on which such payment is to occur. (b) Notwithstanding anything to the contrary set forth in Subsection 9.2, 9.3 or 9.4, in the event that the acquisition by a Person of a Partnership Interest pursuant to any such provision would result in the Partnership ceasing to enjoy the status of a limited partnership under Delaware Law, then such Person shall not effect such acquisition, but such Person may effect the acquisition through an Affiliate of such Person or member of such Person’s consolidated group if such acquisition eliminates the cessation of the Partnership’s enjoying the status of a limited partnership under Delaware Law. (c) The Limited Partners agree, upon request of the General Partner, to execute such certificates or other documents and perform such acts as the General Partner reasonably deems appropriate to preserve the status of the Partnership as a limited partnership, upon or after the completion of any Transfer of any Partnership Interest, under Delaware Law. (d) In Notwithstanding anything to the contrary in this Agreement, (i) in the event of the consummation of any Sale by any Limited GE Partner of all or any portion of its Partnership Interests in accordance with this ARTICLE Article 9, the transferring Limited GE Partner may Sell to (A) the same third party its rights of the GE Representative Partner under Subsections 6.4(a) and 6.4(e) to designate and replace a member of the Advisory Committee that it is then entitled to so designate and replacereplace or (B) the rights to designate and replace the GE Representative Partner under Section 6.4(e), provided that such Sale is accompanied by the Sale to the same third party of the right of the GE Representative Partner under Subsections 6.4(a) and 6.4(e) to designate and replace a member of the Advisory Committee; or (ii) in the event of any Sale of a Partnership Interest permitted by this Agreement, the transferring GE Partner or PTLC may Sell its purchase rights under Subsection 9.4(a) or Subsections 9.4(b) and (c), respectively. For the avoidance of doubt, the GE Representative Partner may Sell its right to designate and replace a member of the Advisory Committee to another member of the GECC Consolidated Group, subject to Subsection 9.2(d). (e) Any transferee of a Partnership Interest that (i) acquires a Percentage Interest of at least ten percent (10%), (ii) has the right to designate and replace a member of the Advisory Committee pursuant to this Agreement or (iii) has the right to direct the vote of a member of the Advisory Committee shall be required to enter into a noncompetition covenant on substantially the same terms as the restrictions on GECC and its Subsidiaries set forth in Section 6.6Subsection 6.6(c). (f) Notwithstanding anything to the contrary set forth in this Agreement, in the event of any Sale of a Partnership Interest permitted by this Agreement, the transferor Partner shall not cease to be a Partner or be deemed to have withdrawn as a Partner, until the transferee of such Partnership Interest shall have been admitted as a Partner pursuant to Section 9.10 below.

Certain General Provisions. (a) Any amounts payable in cash by any party pursuant to Section this Subsection 9.3 or Section Subsection 9.4 shall be effected by means of wire transfer of immediately available funds to such account or accounts in the United States as the payee shall specify not less than one (1) Business Day prior to the date on which such payment is to occur. (b) Notwithstanding anything to the contrary set forth in Subsection 9.2, 9.3 or 9.4, in the event that the acquisition by a Person of a Partnership Interest pursuant to any such provision would result in the Partnership ceasing to enjoy the status of a limited partnership under Delaware Law, then such Person shall not effect such acquisition, but such Person may effect the acquisition through an Affiliate of such Person or member of such Person’s consolidated group if such acquisition eliminates the cessation of the Partnership’s enjoying the status of a limited partnership under Delaware Law. (c) The Limited Partners agree, upon request of the General Partner, to execute such certificates or other documents and perform such acts as the General Partner reasonably deems appropriate to preserve the status of the Partnership as a limited partnership, upon or after the completion of any Transfer of any Partnership Interest, under Delaware Law. (d) In Notwithstanding anything to the contrary in this Agreement, (i) in the event of the consummation of any Sale by any Limited GE Partner of all or any portion of its Partnership Interests in accordance with this ARTICLE Article 9, the transferring Limited GE Partner may Sell to (A) the same third party its rights of the GE Representative Partner under Subsections 6.4(a) and 6.4(e) to designate and replace a member members of the Advisory Committee that it is then entitled to so designate and replacereplace or (B) the rights to designate and replace the GE Representative Partner under Section 2.48, provided that such Sale is accompanied by the Sale to the same third party of the right of the GE Representative Partner under Subsections 6.4(a) and 6.4(e) to designate and replace at least one member of the Advisory Committee; or (ii) in the event of any Sale of a Partnership Interest permitted by this Agreement, the transferring GE Partner or PTLC may Sell its purchase rights under Subsection 9.4(a) or (b), respectively. For the avoidance of doubt, the GE Representative Partner may Sell its right to designate and replace one or both of the members of the Advisory Committee to another member of the GECC Consolidated Group, subject to Subsection 9.2(d). (e) Any transferee of a Partnership Interest that (i) acquires a Percentage Interest of at least ten percent (10%), (ii) has the right to designate and replace a member of the Advisory Committee pursuant to this Agreement or (iii) has the right to direct the vote of a member of the Advisory Committee shall be required to enter into a noncompetition covenant on substantially the same terms as the restrictions on GECC and its Subsidiaries set forth in Section 6.6Subsection 6.6(c). (f) Notwithstanding anything to the contrary set forth in this Agreement, in the event of any Sale of a Partnership Interest permitted by this Agreement, the transferor Partner shall not cease to be a Partner or be deemed to have withdrawn as a Partner, until the transferee of such Partnership Interest shall have been admitted as a Partner pursuant to Section 9.10 below.