Common use of Certain Permitted Transfers Clause in Contracts

Certain Permitted Transfers. Except as otherwise provided in this Section 9.3, notwithstanding Section 9.2, the following Transfers (the “Permitted Transfers”) may be made at any time and from time to time, without restriction and without notice to, approval of, filing with, consent by, or other action of or by, any Member or other Person, so long as, in the case of a Transfer by a Class B Member, such Transfer does not result, and is not reasonably expected to result, in any recapture, loss or disallowance of all or a portion of a Tax Credit: (a) The grant of any security interest in any Membership Interest pursuant to any pledge or security agreement any Member may enter into with lenders; provided, however, that the requirements in Section 9.2(a), Section 9.2(d), Section 9.2(e), Section 9.2(f) and Section 9.2(h) shall be satisfied in respect of any such grant of a security interest; (b) Any Transfer in connection with any foreclosure or other exercise of remedies in respect of any Membership Interest subject to a security interest referred to in Section 9.3(a); provided, however, that the requirements in Sections 9.2(a) through 9.2(f) and Section 9.2(h) shall be satisfied in respect of any such Transfer; (c) Any Transfer to a non-Member Affiliate in accordance with Section 9.4; provided, however, that the requirements in Section 9.2(b), Section 9.2(c), Section 9.2(d), Section 9.2(e), Section 9.2(f) and Section 9.2(h) shall be satisfied in respect of any such Transfer; (d) A sale of Class A Membership Interests pursuant to Section 9.4 of this Agreement; and (e) Any Transfer of a Class A Membership Interest by Investor after the Recapture Period; provided, that the requirements in Section 9.2(a) through Section 9.2(d) and in Section 9.2(f) through Section 9.2(h) shall be satisfied. No Permitted Transfer shall release the transferring Member from any liabilities to the Company or the other Members arising prior to or in connection with such Permitted Transfer.

Certain Permitted Transfers. Except as otherwise provided in Section 9.1 and this Section 9.39.5, notwithstanding Section 9.2the provisions set forth in Sections 9.2 and 9.3, the following Transfers (the “Permitted Transfers”) may be made at any time and from time to time, without restriction and without notice to, approval of, filing with, consent by, or other action of or by, any Member or other Person, so long as, in the case of a Transfer by a Class B Member, such Transfer does not result, and is not reasonably expected to result, in any recapture, loss or disallowance of all or a portion of a Tax Credit: (a) The issuance of Class B Membership Interests to Mehetia pursuant to the ECCA; (b) (i) The grant of any security interest in any Class A Membership Interest or any Class B Membership Interest pursuant to any pledge or security agreement any Class A Member or Class B Member, as applicable, may enter into with lenders; provided, however, provided that the requirements in Section Sections 9.2(a), Section 9.2(d(c), Section 9.2(e), Section 9.2(f(d) and Section 9.2(h(e) shall be satisfied in respect of any such grant of a security interest; interest in Class A Membership Interests, and Sections 9.3(a), (bc), (d) Any and (e) shall be satisfied in respect of a grant of a security interest in a Class B Membership Interest, and (ii) any Transfer in connection with any foreclosure or other exercise of remedies in respect of any Class A Membership Interest or Class B Membership Interest subject to a security interest referred to in this Section 9.3(a9.5(b)(i); provided, however, that the requirements in Sections 9.2(a), (b), (c), (d), (e), (f), (h), (i), (j), (k), (1) through and (m) shall be satisfied in respect of any such Transfer of Class A Membership Interests and the requirements in Sections 9.3(a), (b), (c), (d), (e), (f), (h), (i), (j), (k), (1) and (m) shall be satisfied in respect of any such Transfer of Class B Membership Interests; and provided, further that the provisions of Section 9.2(f) (with respect to Class A Membership Interests) and Section 9.2(h9.3(f) (with respect to Class B Membership Interests) shall not apply to any Transfer resulting from foreclosure upon, or subsequent transfer of, such Membership Interests; (c) The Transfer of any Membership Interest solely to an Affiliate of a Member; provided, the requirements set forth in Sections 9.2(a), (b), (c), (d), (e), (f), (g), (h), (i), (j), (k), (l) and (m) shall be satisfied in respect to such Transfer of Class A Membership Interests, and, in the case of a Transfer by a Class B Member, the requirements set forth in Sections 9.3, except the requirement in Section 9.3(a), which requirement shall be deemed satisfied upon a three day notice, and except the requirements in Sections 9.3(b), (g), (k), (1), (n), (p) and (q), shall be satisfied with respect to such Transfer of Class B Membership Interests (though the requirement in Section 9.3(k) must be met if the transferee is an entity other than an association taxable as a corporation for federal income tax purposes); and (d) Any Transfer in accordance with Section 9.7 (Purchase Option) or Section 9.8 (Sale Option); provided, however, that the requirements in Sections 9.3(b) and (c) shall be satisfied in respect of any such Transfer; (c) Any Transfer , and solely with respect to a non-Member Affiliate in accordance with Section 9.4; providedTransfer pursuant to Xxxxxxx 0.0, however, that the requirements in Section 9.2(bXxxxxxxx 0.0(x), Section 9.2(c(x), Section 9.2(d(x), Section 9.2(e(x), Section 9.2(f(x), (x) and Section 9.2(h) (k), shall be satisfied in respect of any such Transfer; (d) A sale of Class A Membership Interests pursuant to Section 9.4 of this Agreement; and (e) Any Transfer of a Class A Membership Interest by Investor after the Recapture Period; provided, that the requirements in Section 9.2(a) through Section 9.2(d) and in Section 9.2(f) through Section 9.2(h) shall be satisfied. No Permitted Transfer shall release the transferring Member from any liabilities to the Company or the other Members arising prior to or in connection with such Permitted Transfer.

Certain Permitted Transfers. Except as otherwise provided in this Section 9.3, notwithstanding Section 9.2, The Company and the Securityholders acknowledge and agree that any of the following Transfers shall be deemed to be in compliance with this Agreement (subject in each case to compliance with applicable securities laws): (1) subject to Section 4.6 and 9.6 hereof, a Transfer in accordance with the “Permitted Transfers”) may be made at any time and provisions of Section 4.3, 4.5, 4.7 or 4.8 or Article 5 hereof, pursuant to the redemption provisions applicable to the Preferred Stock as in effect from time to time, without restriction and without notice to, approval of, filing with, consent by, or other action of or by, any Member or other Person, so long as, through a sale in the case of a Transfer by a Class B Member, such Transfer does not result, and is not reasonably expected to result, registered offering in any recapture, loss or disallowance of all or a portion of a Tax Credit: (a) The grant of any security interest in any Membership Interest pursuant to any pledge or security agreement any Member may enter into accordance with lenders; provided, however, that the requirements in Section 9.2(a), Section 9.2(d), Section 9.2(e), Section 9.2(f) and Section 9.2(h) shall be satisfied in respect of any such grant of a security interestArticle 6 hereof; (b2) Any Transfer in connection with any foreclosure or other exercise of remedies in respect of any Membership Interest subject to Section 4.6 and 9.6 hereof, a security interest referred Transfer (i) upon the death of a Securityholder or of a Beneficial Owner of shares of Series C and D Preferred Stock to his executors, administrators and testamentary trustees and beneficiaries of his estate or (ii) by the PNA Holder to not more than 15 employees of the PNA Holder or any of the PNA Holder's Affiliates (subject in Section 9.3(aeach case to compliance with applicable securities laws); provided, however, that the requirements in Sections 9.2(a) through 9.2(f) and Section 9.2(h) shall be satisfied in respect of any such Transfer; (c3) Any subject to Section 4.6 and 9.6 hereof, a Transfer to (x) an Affiliate or (y) to members, partners, limited partners, or stockholders of a non-Member Affiliate Securityholder in accordance with Section 9.4; providedthe event of a liquidation or other distribution of or by such Securityholder, however, that or (z) made for nominal consideration or as a gift to any of the requirements in Section 9.2(b), Section 9.2(c), Section 9.2(d), Section 9.2(e), Section 9.2(f) and Section 9.2(h) shall be satisfied in respect of any such Transfer; (d) A sale of Class A Membership Interests pursuant to Section 9.4 of this AgreementSecurityholder's Family Group Members; and (e4) Any subject to Section 4.6 and 9.6 hereof, any Transfer by any of a Class A Membership Interest the Series C and D Holders (or any member thereof) to any other Series C and D Holder or by Investor after the Recapture Period; providedany Beneficial Owner of shares of Series C and D Preferred Stock to any other Beneficial Owner of shares of Series C and D Preferred Stock or to any of their respective members, that the requirements in partners or stockholders or any Family Group Members (any such transferee, together with any transferee pursuant to Section 9.2(a) through Section 9.2(d4.2(b) and (c), being a "Permitted Transferee"); (5) anything herein to the contrary notwithstanding, in Section 9.2(f) through Section 9.2(h) the event that any Securityholder or any of its Affiliates shall be satisfied. No Permitted Transfer shall release the transferring Member from any liabilities deliver to the Company an opinion of counsel to such Securityholder or such Affiliate, as the case may be, to the effect that if such Securityholder or such Affiliate, as the case may be, shall continue to hold some or all of the Warrants or Shares held by it, there is a material risk that such ownership will result in the violation of any statute, regulation or rule of any governmental authority (including, without limitation, Regulation Y promulgated under the Bank Holding Company Act of 1956, as amended (the "BHCA")), such Securityholder or such Affiliate (a "Regulated Holder"), as the case may be, may exchange its Shares or Warrants, as herein provided. The Company shall cooperate with such Securityholder or such Affiliate as the case may be, in exchanging all or any portion of its voting Shares on a share-for-share basis for Shares of a non-voting security or warrants (which shall thereafter be deemed Warrants hereunder) convertible into a nonvoting security of the Company (such non-voting security shall be identical in all respects to such voting Shares, except that they shall be non-voting and shall be convertible or exercisable into voting securities on such conditions as are requested by such Securityholder in light of the regulatory considerations prevailing). Without limiting the forgoing, at the request of such Securityholder or such Affiliate, as the case may be, the Company shall use commercially reasonable efforts to amend this Agreement, the Articles of Incorporation of the Company, the By-laws of the Company, and any related agreements and instruments and shall take such additional actions in order to effectuate the authorization of the issuance of nonvoting securities and the exchange of such Securityholder's voting securities into such nonvoting securities. The provisions of this Section 4.2(e) shall inure solely to the benefit of the Securityholders and their Affiliates which are subject to the provisions of the BHCA or the other Members arising prior Small Business Investment Act of 1958, as amended (the "SBIA"); and (6) any pledge of a Series C and D Beneficial Interest to secure any bona fide indebtedness, but in each case subject to Section 4.6 and provided that the lender acknowledges in writing that any sale or in connection Transfer of the pledged Series C and D Beneficial Interests shall be subject to the provisions of this Agreement and that it shall not have the right to take title, sell or exercise any rights of ownership of the pledged Series C and D Beneficial Interests without first having complied with the provisions of Article IV hereof (it being agreed and understood among the Company and the Securityholders that any transfer of title or sale of such Permitted Transferpledged interests to any Series C and D Holder or any holder of a Series C and D Beneficial Interest shall not be subject to the provisions of Section 4.3).

Certain Permitted Transfers. Except as otherwise provided in this Section 9.39.3 or as required by Applicable Law applicable to a Member or its Affiliates, and notwithstanding the provisions set forth in Section 9.2, the following Transfers (the “Permitted Transfers”) may be made at any time and from time to time, without restriction and without notice to, approval of, filing with, consent by, or other action of or by, any Member or other Person, so long as, in the case of a Transfer by a Class B Member, such Transfer does not result, and is not reasonably expected to result, in any recapture, loss or disallowance of all or a portion of a Tax Credit: (a) The issuance of the Membership Interests by the Company to the Investor pursuant to the Contribution Agreement; (b) The grant of any security interest in any Class A Membership Interest pursuant to any pledge or security agreement that any Class A Member or any Affiliate of a Class A Member may enter into with lenders; provided, however, that (i) the requirements set forth in Section 9.2(a), Section 9.2(d), Section 9.2(e(f), Section 9.2(f(g), (i), (j) and Section 9.2(h(p) shall be satisfied in respect of any such grant of a security interest; , and (bii) Any the requirements set forth in Xxxxxxx 0.0(x), (x), (x), (x), (x), (x), (x), (x) and (p) shall be satisfied in respect of any Transfer in connection with any foreclosure or other exercise of remedies in respect of any Membership Interest subject to a security interest referred to in this Section 9.3(a9.3(b); (c) The Transfer of any Membership Interest solely to an Affiliate of a Member; provided that the requirements set forth in Section 9.2 are satisfied; and (d) Any Transfer in accordance with Section 9.5 (Purchase/Call Option), Section 9.6(Termination Purchase Option) or Section 9.7 (Buyout Events); provided, however, that the requirements set forth in Sections 9.2(a) through 9.2(fXxxxxxx 0.0(x), (x), (x), (x), (x), (x) and Section 9.2(h(p) shall be satisfied in respect of any such Transfer; (c) Any Transfer to a non-Member Affiliate in accordance with Section 9.4; provided, however, that the requirements in Section 9.2(b), Section 9.2(c), Section 9.2(d), Section 9.2(e), Section 9.2(f) and Section 9.2(h) shall be satisfied in respect of any such Transfer; (d) A sale of Class A Membership Interests pursuant to Section 9.4 of this Agreement; and (e) Any Transfer of a Class A Membership Interest by Investor after the Recapture Period; provided, that the requirements in Section 9.2(a) through Section 9.2(d) and in Section 9.2(f) through Section 9.2(h) shall be satisfied. No Permitted Transfer shall release the transferring Member from any liabilities to the Company or the other Members arising prior to or in connection with such Permitted Transfer.

Certain Permitted Transfers. Except as otherwise provided in this Section 9.39.5, notwithstanding Section 9.2the provisions set forth in Sections 9.2 and 9.3, the following Transfers (the “Permitted Transfers”) may be made at any time and from time to time, without restriction and without notice to, approval of, filing with, consent by, or other action of or by, any Member or other Person, so long as, in the case of a Transfer by a Class B Member, such Transfer does not result, and is not reasonably expected to result, in any recapture, loss or disallowance of all or a portion of a Tax Credit: (a) The initial sale of the Membership Interests being sold by UPC Wind and purchased by the Purchasers pursuant to the Purchase Agreement; (b) The grant of any security interest in any Membership Interest pursuant to any pledge or security agreement any Member may enter into with lenders; provided, however, that the requirements set forth in Section Sections 9.2(a), Section 9.2(d(d), Section 9.2(e(e), Section 9.2(f(f), (g), (h), (i), (j), (k) and Section 9.2(h(1) shall be satisfied in respect of any such grant of a security interest; , and (bii) Any any Transfer in connection with any foreclosure or other exercise of remedies in respect of any Membership Interest subject to a security interest referred to in this Section 9.3(a9.5(b)(i); provided, however, that the requirements set forth in Sections 9.2(a) through 9.2(f), (b), (c), (d), (e), (f), (g), (h), (i), (j), (k) and Section 9.2(h(1) shall be satisfied in respect of any such Transfer; (c) Any The Transfer of any Membership Interest solely to an Affiliate of a non-Member Affiliate in accordance with Section 9.4Member; provided, however, that the requirements set forth in Section 9.2(bSections 9.2(a), Section 9.2(c(b), Section 9.2(d(c), Section 9.2(e(d), Section 9.2(f) and Section 9.2(h) shall be satisfied in respect of any such Transfer; (d) A sale of Class A Membership Interests pursuant to Section 9.4 of this Agreement; and (e) Any Transfer of a Class A Membership Interest by Investor after the Recapture Period; provided), that the requirements in Section 9.2(a) through Section 9.2(d) and in Section 9.2(f) through Section 9.2(h) shall be satisfied. No Permitted Transfer shall release the transferring Member from any liabilities to the Company or the other Members arising prior to or in connection with such Permitted Transfer.(f), (g),

Certain Permitted Transfers. Except as otherwise provided in this Section 9.3, notwithstanding Section 9.2, the following Transfers (the “Permitted Transfers”) may be made at any time and from time to time, without restriction and without notice to, approval of, filing with, consent by, or other action of or by, any Member or other Person, so long as, in the case of a Transfer by a Class B Member, such Transfer does not result, and is not reasonably expected to result, in any recapture, loss or disallowance of all or a portion of a Tax Credit: (a) The grant of any security interest in any Membership Interest pursuant to any pledge or security agreement any Member may enter into with lenderslenders none of which is an Affiliate of such Member; provided, however, that the requirements in Section 9.2(a), Section 9.2(d), Section 9.2(e), Section 9.2(f), Section 9.2(h) and Section 9.2(h9.2(i) shall be satisfied in respect of any such grant of a security interest; (b) Any Transfer in connection with any foreclosure or other exercise of remedies in respect of any Membership Interest subject to a security interest referred to in Section 9.3(a); provided, however, that the requirements in Sections 9.2(a9.2(b) through 9.2(f), Section 9.2(h) and Section 9.2(h9.2(i) shall be satisfied in respect of any such TransferTransfer (a “Permitted Foreclosure”); (c) Any Transfer to a non-Member Affiliate in accordance with Section 9.4; provided, however, that the requirements in Section Sections 9.2(b) through 9.2(f), Section 9.2(c), Section 9.2(d), Section 9.2(e), Section 9.2(f9.2(h) and Section 9.2(h9.2(i) shall be satisfied in respect of any such Transfer; (d) A sale of Class A Membership Interests pursuant to Section 9.4 of this Agreement; and; (e) Any Transfer of a Class A Membership Interest by Investor after the Recapture Period; provided, that the requirements in Section 9.2(a) through Section 9.2(d) and in Section 9.2(f) through Section 9.2(h) shall be satisfied; and (f) Any Change of Member Control; provided, that the requirements in Sections 9.2(d) through 9.2(f), Section 9.2(h) and Section 9.2(i) shall be satisfied. No Permitted Transfer shall release the transferring Member from any liabilities to the Company or the other Members arising prior to or in connection with such Permitted Transfer. In the case of a Permitted Foreclosure of the Membership Interest of Sponsor Sub pursuant to which Sponsor Sub ceases to be the Managing Member, Class A Member agrees that (i) it shall look only to Sponsor Sub for the performance of the Managing Member’s obligations hereunder until such time as a Person shall have succeeded Sponsor Sub as the Managing Member, and (ii) Sponsor Sub shall be solely liable (and the transferee pursuant to such Permitted Foreclosure shall have no liability) for any and all of Sponsor Sub’s obligations and liabilities (including indemnification obligations) incurred or arising prior to the date of such Permitted Foreclosure, regardless of whether a claim is brought in respect of such obligations and liabilities on, prior to or after the date of such Permitted Foreclosure. 10. A new Section 10.5 is hereby added, as follows:

Certain Permitted Transfers. Except as otherwise provided in Section 9.1 and this Section 9.39.5, notwithstanding Section 9.2the provisions set forth in Sections 9.2 and 9.3, the following Transfers (the “Permitted Transfers”) may be made at any time and from time to time, without restriction and without notice to, approval of, filing with, consent by, or other action of or by, any Member or other Person, so long as, in the case of a Transfer by a Class B Member, such Transfer does not result, and is not reasonably expected to result, in any recapture, loss or disallowance of all or a portion of a Tax Credit: (a) The issuance of Class B Membership Interests to Mehetia pursuant to the ECCA; (b) (i) The grant of any security interest in any Class A Membership Interest or any Class B Membership Interest pursuant to any pledge or security agreement any Class A Member or Class B Member, as applicable, may enter into with lenders; provided, however, provided that the requirements in Section Sections 9.2(a), Section 9.2(d(c), Section 9.2(e), Section 9.2(f(d) and Section 9.2(h(e) shall be satisfied in respect of any such grant of a security interest; interest in Class A Membership Interests, and Sections 9.3(a), (bc), (d) Any and (e) shall be satisfied in respect of a grant of a security interest in a Class B Membership Interest, and (ii) any Transfer in connection with any foreclosure or other exercise of remedies in respect of any Class A Membership Interest or Class B Membership Interest subject to a security interest referred to in this Section 9.3(a9.5(b)(i); provided, however, that the requirements in Sections 9.2(a), (b), (c), (d), (e), (f), (h), (i), (j), (k), (l) through and (m) shall be satisfied in respect of any such Transfer of Class A Membership Interests and the requirements in Sections 9.3(a), (b), (c), (d), (e), (f), (h), (i), (j), (k), (l) and (m) shall be satisfied in respect of any such Transfer of Class B Membership Interests; and provided, further that the provisions of Section 9.2(f) (with respect to Class A Membership Interests) and Section 9.2(h9.3(f) (with respect to Class B Membership Interests) shall not apply to any Transfer resulting from foreclosure upon, or subsequent transfer of, such Membership Interests; (c) The Transfer of any Membership Interest solely to an Affiliate of a Member; provided, the requirements set forth in Sections 9.2(a), (b), (c), (d), (e), (f), (g), (h), (i), (j), (k), (l), and (m) shall be satisfied in respect to such Transfer of Class A Membership Interests, and, in the case of a Transfer by a Class B Member, the requirements set forth in Sections 9.3, except the requirement in Section 9.3(a), which requirement shall be deemed satisfied upon a three day notice, and except the requirements in Sections 9.3(b), (g), (k), (l), (n), (p) and (q), shall be satisfied with respect to such Transfer of Class B Membership Interests (though the requirement in Section 9.3(k) must be met if the transferee is an entity other than an association taxable as a corporation for federal income tax purposes); and (d) Any Transfer in accordance with Section 9.7 (Purchase Option) or Section 9.8 (Sale Option); provided, however, that the requirements in Sections 9.3(b) and (c) shall be satisfied in respect of any such Transfer; (c) Any Transfer , and solely with respect to a non-Member Affiliate in accordance with Section 9.4; providedTransfer pursuant to Xxxxxxx 0.0, however, that the requirements in Section 9.2(bXxxxxxxx 0.0(x), Section 9.2(c(x), Section 9.2(d(x), Section 9.2(e(x), Section 9.2(f(x), (x) and Section 9.2(h) (k), shall be satisfied in respect of any such Transfer; (d) A sale of Class A Membership Interests pursuant to Section 9.4 of this Agreement; and (e) Any Transfer of a Class A Membership Interest by Investor after the Recapture Period; provided, that the requirements in Section 9.2(a) through Section 9.2(d) and in Section 9.2(f) through Section 9.2(h) shall be satisfied. No Permitted Transfer shall release the transferring Member from any liabilities to the Company or the other Members arising prior to or in connection with such Permitted Transfer.

Certain Permitted Transfers. Except as otherwise provided in Section 9.1 and this Section 9.39.5, notwithstanding the provisions set forth in Section 9.29.3, the following Transfers (the “Permitted Transfers”) may be made at any time and from time to time, without restriction and without notice to, approval of, filing with, consent by, or other action of or by, any Member or other Person, so long as, in the case of a Transfer by a Class B Member, such Transfer does not result, and is not reasonably expected to result, in any recapture, loss or disallowance of all or a portion of a Tax Credit: (a) The grant of any security interest in any Class B Membership Interest pursuant to any pledge or security agreement any Class B Member may enter into with lenders; providedprovided that, howeverafter the final Funding Date under the ECCA, that the requirements in Section 9.2(a), Section 9.2(d), Section 9.2(e), Section 9.2(f) and Section 9.2(h9.3(a)(i) shall be satisfied in respect of any such a grant of a security interest;interest in a Class B Membership Interest, (b) Any any Transfer in connection with any foreclosure or other exercise of remedies in respect of any Class B Membership Interest subject to a security interest referred to in Section 9.3(a9.5(a); provided, however, that the requirements in Sections 9.2(a) through 9.2(f) 9.3(a)(i), (ii), (iv), and Section 9.2(h(vi) shall be satisfied in respect of any such Transfer;Transfer of Class B Membership Interests, (c) Any Transfer to a non-Member Affiliate the redemption of Mehetia Inc.’s membership interest in accordance with DSGH including under Section 9.4; provided, however, that 3.12(o) of the requirements in Section 9.2(b), Section 9.2(c), Section 9.2(d), Section 9.2(e), Section 9.2(f) and Section 9.2(h) shall be satisfied in respect of any such Transfer;DSGH LLCA, (d) A sale the transfer of Class A Membership Interests Mehetia Inc.’s membership interest in DSGH pursuant to Section 9.4 of this Agreement; the Sale Option or Purchase Option (each as defined under the DSGH LLCA) or otherwise, and (e) Any Transfer any transfer of a Class A Membership Interest by Investor after the Recapture Period; provided, that the requirements in Section 9.2(a) through Section 9.2(d) and in Section 9.2(f) through Section 9.2(h) shall be satisfied. No Permitted Transfer shall release the transferring Member from any liabilities to the Company stock of Mehetia Inc. or the other Members arising prior to equity interests of any of its direct or in connection with such Permitted Transferindirect owners.

Certain Permitted Transfers. Except as otherwise provided in this Section 9.3, notwithstanding Section 9.2, the following Transfers (the “Permitted Transfers”) may be made at any time and from time to time, without restriction and without notice to, approval of, filing with, consent by, or other action of or by, any Member or other Person, so long as, in the case of a Transfer by a Class B Member, such Transfer does not result, and is not reasonably expected to result, in any recapture, loss or disallowance of all or a portion of a Tax Credit: (a) The grant of any security interest in any Membership Interest pursuant to any pledge or security agreement any Member may enter into with lenderslenders none of which is an Affiliate of such Member; provided, however, that the requirements in Section 9.2(a), Section 9.2(d), Section 9.2(e), Section 9.2(f), Section 9.2(h) and Section 9.2(h9.2(i) shall be satisfied in respect of any such grant of a security interest; (b) Any Transfer in connection with any foreclosure or other exercise of remedies in respect of any Membership Interest subject to a security interest referred to in Section 9.3(a); provided, however, that the requirements in Sections 9.2(a9.2(b) through 9.2(f), Section 9.2(h) and Section 9.2(h9.2(i) shall be satisfied in respect of any such TransferTransfer (a “Permitted Foreclosure”); (c) Any Transfer to a non-Member Affiliate in accordance with Section 9.4; provided, however, that the requirements in Section Sections 9.2(b) through 9.2(f), Section 9.2(c), Section 9.2(d), Section 9.2(e), Section 9.2(f9.2(h) and Section 9.2(h9.2(i) shall be satisfied in respect of any such Transfer; (d) A sale of Class A Membership Interests pursuant to Section 9.4 of this Agreement; and; (e) Any Transfer of a Class A Membership Interest by Investor after the Recapture Period; provided, that the requirements in Section 9.2(a) through Section 9.2(d) and in Section 9.2(f) through Section 9.2(h) shall be satisfied; and (f) Any Change of Member Control; provided, that the requirements in Sections 9.2(d) through 9.2(f), Section 9.2(h) and Section 9.2(i) shall be satisfied. No Permitted Transfer shall release the transferring Member from any liabilities to the Company or the other Members arising prior to or in connection with such Permitted Transfer. In the case of a Permitted Foreclosure of the Membership Interest of Sponsor Sub [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. pursuant to which Sponsor Sub ceases to be the Managing Member, Class A Member agrees that (i) it shall look only to Sponsor Sub for the performance of the Managing Member’s obligations hereunder until such time as a Person shall have succeeded Sponsor Sub as the Managing Member, and (ii) Sponsor Sub shall be solely liable (and the transferee pursuant to such Permitted Foreclosure shall have no liability) for any and all of Sponsor Sub’s obligations and liabilities (including indemnification obligations) incurred or arising prior to the date of such Permitted Foreclosure, regardless of whether a claim is brought in respect of such obligations and liabilities on, prior to or after the date of such Permitted Foreclosure. 10. A new Section 10.5 is hereby added, as follows:

Certain Permitted Transfers. Except as otherwise provided Notwithstanding anything to the contrary in this Section 9.36.01(a), notwithstanding but subject to Section 9.2, the following Transfers 6.01(b) and Section 6.01(c): (the “Permitted Transfers”a) A Member may be made at any time and from time to time, without restriction and without notice to, approval of, filing with, consent by, or other action of or by, any Member or other Person, so long as, in the case of a Transfer by a Class B Member, such Transfer does not result, and is not reasonably expected to result, in any recapture, loss or disallowance of all or a portion of such Member’s Units (i) to the Company, (ii) as permitted by and in accordance with Sections 6.03, 6.04, and 6.05, and (iii) pursuant to a Tax Credit:Subsequent Acquisition in accordance with the terms and conditions set forth in the Master Agreement. In addition to any other notice requirements set forth herein, in the Master Agreement or in any other Transaction Document, a Transferring Member shall give notice to the Company of such Transfer at least five (5) Business Days prior to such Transfer. GNC shall not be permitted to Transfer any portion of GNC’s Units except in accordance with Section 6.01, and this Section 6.02(a) or pursuant to the Security Documents. In addition to the Transfers contemplated by Section 6.02(a)(i)-(iii), IVC may Transfer all or a portion of IVC’s Units to any Affiliate, provided such Transfer is completed in accordance with Section 6.01. (ab) The grant of any security interest in any Membership Interest A Transferee who becomes a Member pursuant to this Section 6.02 shall have, to the extent Transferred and upon compliance with all other terms and conditions applicable to such Transferee in this Agreement, the rights and powers, and shall be subject to the restrictions and liabilities, of a Member under this Agreement. (c) Each Member shall take or cause to be taken all such reasonable actions as may be necessary or reasonably desirable in order to expeditiously consummate a Transfer pursuant to Sections 6.03, 6.04 and 6.05 and any pledge related transactions, including voting, executing, acknowledging and delivering consents, assignments, waivers and other documents or security agreement any Member may enter into instruments, furnishing information and copies of documents, filing applications, reports, returns, filings and other documents or instruments with lendersGovernmental Authorities, and otherwise cooperating with the prospective selling Member(s) and the proposed purchaser(s) to the extent reasonably requested; provided, however, that the requirements in Section 9.2(a), Section 9.2(d), Section 9.2(e), Section 9.2(f) and Section 9.2(h) a Dragged Member or Tagging Member shall be satisfied obligated to become liable in respect of any such grant of a security interest; (b) Any Transfer in connection with any foreclosure representations, warranties, indemnities or other exercise of remedies in respect of any Membership Interest subject otherwise to a security interest referred the proposed purchaser solely to the extent provided in Section 9.3(a); provided6.03 or 6.04, however, that the requirements in Sections 9.2(a) through 9.2(f) and Section 9.2(h) shall be satisfied in respect of any such Transfer; (c) Any Transfer to a non-Member Affiliate in accordance with Section 9.4; provided, however, that the requirements in Section 9.2(b), Section 9.2(c), Section 9.2(d), Section 9.2(e), Section 9.2(f) and Section 9.2(h) shall be satisfied in respect of any such Transfer; (d) A sale of Class A Membership Interests pursuant to Section 9.4 of this Agreement; and (e) Any Transfer of a Class A Membership Interest by Investor after the Recapture Period; provided, that the requirements in Section 9.2(a) through Section 9.2(d) and in Section 9.2(f) through Section 9.2(h) shall be satisfied. No Permitted Transfer shall release the transferring Member from any liabilities to the Company or the other Members arising prior to or in connection with such Permitted Transferas applicable.

Certain Permitted Transfers. Except as otherwise provided in Section 9.1 and this Section 9.39.5, notwithstanding Section 9.2the provisions set forth in Sections 9.2 and 9.3, the following Transfers (the “Permitted Transfers”) may be made at any time and from time to time, without restriction and without notice to, approval of, filing with, consent by, or other action of or by, any Member or other Person, so long as, in the case of a Transfer by a Class B Member, such Transfer does not result, and is not reasonably expected to result, in any recapture, loss or disallowance of all or a portion of a Tax Credit: (a) The issuance of Class B Membership Interests to Mehetia pursuant to the ECCA; (i) The grant of any security interest in any Class A Membership Interest or any Class B Membership Interest pursuant to any pledge or security agreement any Class A Member or Class B Member, as applicable, may enter into with lenders; provided, however, provided that the requirements in Section Sections 9.2(a), Section 9.2(d(c), Section 9.2(e), Section 9.2(f(d) and Section 9.2(h(e) shall be satisfied in respect of any such grant of a security interest; interest in Class A Membership Interests, and Sections 9.3(a), (bc), (d) Any and (e) shall be satisfied in respect of a grant of a security interest in a Class B Membership Interest, and (ii) any Transfer in connection with any foreclosure or other exercise of remedies in respect of any Class A Membership Interest or Class B Membership Interest subject to a security interest referred to in this Section 9.3(a9.5(b)(i); provided, however, that the requirements in Sections 9.2(a), (b), (c), (d), (e), (f), (h), (i), (j), (k), (l) through and (m) shall be satisfied in respect of any such Transfer of Class A Membership Interests and the requirements in Sections 9.3(a), (b), (c), (d), (e), (f), (h), (i), (j), (k), (l) and (m) shall be satisfied in respect of any such Transfer of Class B Membership Interests; and provided, further that the provisions of Section 9.2(f) (with respect to Class A Membership Interests) and Section 9.2(h9.3(f) (with respect to Class B Membership Interests) shall not apply to any Transfer resulting from foreclosure upon, or subsequent transfer of, such Membership Interests; (c) The Transfer of any Membership Interest solely to an Affiliate of a Member; provided, the requirements set forth in Sections 9.2(a), (b), (c), (d), (e), (f), (g), (h), (i), (j), (k), (l) and (m) shall be satisfied in respect to such Transfer of Class A Membership Interests, and, in the case of a Transfer by a Class B Member, the requirements set forth in Sections 9.3, DM_US 159585344-17.085887.0029 except the requirement in Section 9.3(a), which requirement shall be deemed satisfied upon a three day notice, and except the requirements in Sections 9.3(b), (g), (k), (l), (n), (p) and (q), shall be satisfied with respect to such Transfer of Class B Membership Interests (though the requirement in Section 9.3(k) must be met if the transferee is an entity other than an association taxable as a corporation for federal income tax purposes); and (d) Any Transfer in accordance with Section 9.7 (Purchase Option) or Section 9.8 (Sale Option); provided, however, that the requirements in Sections 9.3(b) and (c) shall be satisfied in respect of any such Transfer; (c) Any Transfer , and solely with respect to a non-Member Affiliate in accordance with Section 9.4; providedTransfer pursuant to Xxxxxxx 0.0, however, that the requirements in Section 9.2(bXxxxxxxx 0.0(x), Section 9.2(c(x), Section 9.2(d(x), Section 9.2(e(x), Section 9.2(f(x), (x) and Section 9.2(h) (k), shall be satisfied in respect of any such Transfer; (d) A sale of Class A Membership Interests pursuant to Section 9.4 of this Agreement; and (e) Any Transfer of a Class A Membership Interest by Investor after the Recapture Period; provided, that the requirements in Section 9.2(a) through Section 9.2(d) and in Section 9.2(f) through Section 9.2(h) shall be satisfied. No Permitted Transfer shall release the transferring Member from any liabilities to the Company or the other Members arising prior to or in connection with such Permitted Transfer.

Certain Permitted Transfers. Except as otherwise provided in Section 9.1 and this Section 9.39.5, notwithstanding Section 9.2the provisions set forth in Sections 9.2 and 9.3, the following Transfers (the “Permitted Transfers”) may be made at any time and from time to time, without restriction and without notice to, approval of, filing with, consent by, or other action of or by, any Member or other Person, so long as, in the case of a Transfer by a Class B Member, such Transfer does not result, and is not reasonably expected to result, in any recapture, loss or disallowance of all or a portion of a Tax Credit: (a) The issuance of Class B Membership Interests to [***] pursuant to the ECCA; [***] Confidential Treatment Requested (b) (i) The grant of any security interest in any Class A Membership Interest or any Class B Membership Interest pursuant to any pledge or security agreement any Class A Member or Class B Member, as applicable, may enter into with lenders; provided, however, provided that the requirements in Section Sections 9.2(a), Section 9.2(d(c), Section 9.2(e), Section 9.2(f(d) and Section 9.2(h(e) shall be satisfied in respect of any such grant of a security interest; interest in Class A Membership Interests, and Sections 9.3(a), (bc), (d) Any and (e) shall be satisfied in respect of a grant of a security interest in a Class B Membership Interest, and (ii) any Transfer in connection with any foreclosure or other exercise of remedies in respect of any Class A Membership Interest or Class B Membership Interest subject to a security interest referred to in this Section 9.3(a9.5(b)(i); provided, however, that the requirements in Sections 9.2(a), (b), (c), (d), (e), (f), (h), (i), (j), (k), (l) through and (m) shall be satisfied in respect of any such Transfer of Class A Membership Interests and the requirements in Sections 9.3(a), (b), (c), (d), (e), (f), (h), (i), (j), (k), (l) and (m) shall be satisfied in respect of any such Transfer of Class B Membership Interests; and provided, further that the provisions of Section 9.2(f) (with respect to Class A Membership Interests) and Section 9.2(h9.3(f) (with respect to Class B Membership Interests) shall not apply to any Transfer resulting from foreclosure upon, or subsequent transfer of, such Membership Interests; (c) The Transfer of any Membership Interest solely to an Affiliate of a Member; provided, the requirements set forth in Sections 9.2(a), (b), (c), (d), (e), (f), (g), (h), (i), (j), (k), (l), and (m) shall be satisfied in respect to such Transfer of Class A Membership Interests, and, in the case of a Transfer by a Class B Member, the requirements set forth in Sections 9.3, except the requirement in Section 9.3(a), which requirement shall be deemed satisfied upon a three day notice, and except the requirements in Sections 9.3(b), (g), (k), (l), (n), (p) and (q), shall be satisfied with respect to such Transfer of Class B Membership Interests (though the requirement in Section 9.3(k) must be met if the transferee is an entity other than an association taxable as a corporation for federal income tax purposes); and (d) Any Transfer in accordance with Section 9.7 (Purchase Option) or Section 9.8 (Sale Option); provided, however, that the requirements in Sections 9.3(b) and (c) shall be satisfied in respect of any such Transfer; (c) Any Transfer , and solely with respect to a non-Member Affiliate in accordance with Section 9.4; providedTransfer pursuant to Xxxxxxx 0.0, however, that the requirements in Section 9.2(bXxxxxxxx 0.0(x), Section 9.2(c(x), Section 9.2(d(x), Section 9.2(e(x), Section 9.2(f(x), (x) and Section 9.2(h) (k), shall be satisfied in respect of any such Transfer; (d) A sale of Class A Membership Interests pursuant to Section 9.4 of this Agreement; and (e) Any Transfer of a Class A Membership Interest by Investor after the Recapture Period; provided, that the requirements in Section 9.2(a) through Section 9.2(d) and in Section 9.2(f) through Section 9.2(h) shall be satisfied. No Permitted Transfer shall release the transferring Member from any liabilities to the Company or the other Members arising prior to or in connection with such Permitted Transfer.