Common use of Conditions to Permitted Transfers Clause in Contracts

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 hereof unless and until the following conditions are satisfied: (a) The transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer. The Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) The transferor and transferee shall furnish the Company with the transferee's taxpayer identification number, sufficient information to determine the transferee's initial tax basis in the Interest transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest until it has received such information. (c) The transferee of Interests (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (and, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interest. (d) The transferor shall not be relieved of its obligations hereunder.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 10.2 hereof unless and until the following conditions are satisfied: (a) The Except in the case of a Transfer involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Company (i) such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer. The In the case of a Transfer of Units involuntarily by operation of law, the Transfer shall be confirmed by presentation to the Company of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Company. In all cases, the Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) The transferor and transferee shall furnish the Company with the transferee's ’s taxpayer identification number, sufficient information to determine the transferee's ’s initial tax basis in the Interest Units transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest Units until it has received such information. (c) The transferee of Interests (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (and, Except in the case of clause a Transfer of Units involuntarily by operation of law, either (iiia) belowsuch Units shall be registered under the Securities Act, and any applicable state securities laws, or (b) such Transfer shall be exempt from all applicable registration requirements and will not violate any applicable laws regulating the transferor Member)Transfer of securities, (i) make representations and warranties in the opinion of counsel to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred InterestCompany. (d) The Except in the case of a Transfer of Units involuntarily by operation of law, such Transfer will not cause the Company to be deemed to be an “investment company” under the Investment Company Act of 1940, in the opinion of counsel to the Company. (e) Except in the case of a Transfer of Units involuntarily by operation of law, such Transfer will not cause the Company to be deemed to be a “publicly-traded limited partnership” under applicable provisions of the Code, in the opinion of counsel to the Company. (f) Unless otherwise approved by the Board, no Transfer of Units shall be made except upon terms which would not, in the opinion of counsel chosen by and mutually acceptable to the Board and the transferor Member, result in the termination of the Company within the meaning of Section 708 of the Code or cause the application of the rules of Sections 168(g)(1)(B) and 168(h) of the Code or similar rules to apply to the Company. In determining whether a particular proposed Transfer will result in a termination of the Company, counsel to the Company shall not take into account the existence of prior written commitments to Transfer made pursuant to this Agreement and such commitments shall always be relieved given precedence over subsequent proposed Transfers. (g) No notice or request initiating the procedures contemplated by Section 10.3 may be given by any Member after a Dissolution Event has occurred. No Member may Transfer all or any portion of its obligations hereunderUnits after a Dissolution Event has occurred. The Board shall have the authority to waive any legal opinion or other condition required in this Section10.3.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 hereof unless and until the Directors have approved such Transfer as set forth in Section 9.2 and the following conditions are satisfied: (a) The Except in the case of a Transfer involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer. The In the case of a Transfer of Units involuntarily by operation of law, the Transfer shall be confirmed by presentation to the Company of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Company. In all cases, the Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) The transferor and transferee shall furnish the Company with the transferee's ’s taxpayer identification number, sufficient information to determine the transferee's ’s initial tax basis in the Interest Units transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest Units until it has received such information. (c) The transferee Except in the case of Interests (other thana Transfer of any Units involuntarily by operation of law, with respect to clauses either (i) such Units shall be registered under the Securities Act, and any applicable state securities laws, or (ii) belowthe transferor shall provide an opinion of counsel, a transferee that was a Member prior to the Transfer) shall, by written instrument in form which opinion and substance counsel shall be reasonably satisfactory to the nontransferring Member (andDirectors, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept effect that such Transfer is exempt from all applicable registration requirements and adopt that such Transfer will not violate any applicable laws regulating the terms and provisions Transfer of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interestsecurities. (d) The Except in the case of a Transfer of Units involuntarily by operation of law, the transferor shall provide an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Directors, to the effect that such Transfer will not cause the Company to be relieved deemed to be an “investment company” under the Investment Company Act of 1940. (e) Unless otherwise approved by the Directors and a 75% majority in interest of the Members, no Transfer of Units shall be made except upon terms which would not, in the opinion of counsel chosen by and mutually acceptable to the Directors and the transferor Member, result in the termination of the Company within the meaning of Section 708 of the Code or cause the application of the rules of Sections 168(g)(1)(B) and 168(h) of the Code or similar rules to apply to the Company. If the immediate Transfer of such Unit would, in the opinion of such counsel, cause a termination within the meaning of Section 708 of the Code, then if, in the opinion of such counsel, the following action would not precipitate such termination, the transferor Member shall be entitled to (or required, as the case may be) (i) immediately Transfer only that portion of its obligations hereunderUnits as may, in the opinion of such counsel, be transferred without causing such a termination and (ii) enter into an agreement to Transfer the remainder of its Units, in one or more Transfers, at the earliest date or dates on which such Transfer or Transfers may be effected without causing such termination. The purchase price for the Units shall be allocated between the immediate Transfer and the deferred Transfer or Transfers pro rata on the basis of the percentage of the aggregate Units being transferred, each portion to be payable when the respective Transfer is consummated, unless otherwise agreed by the parties to the Transfer. In the case of a Transfer by one Member to another Member, the deferred purchase price shall be deposited in an interest-bearing escrow account unless another method of securing the payment thereof is agreed upon by the transferor Member and the transferee Member(s). (f) No notice or request initiating the procedures contemplated by Section 9.3 may be given by any Member after a Dissolution Event has occurred. No Member may sell all or any portion of its Units after a Dissolution Event has occurred. (g) No Person shall Transfer any Unit if, in the determination of the Directors, such Transfer would cause the Company to be treated as a “publicly traded partnership” within the meaning of Section 7704(b) of the Code. The Directors shall have the authority to waive any legal opinion or other condition required in this Section 9.3 other than the member approval requirement set forth in Section 9.3(e).

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 10.2.2 hereof unless and until the following conditions are satisfied:satisfied (except to the extent that a General Partner shall waive any or all of such conditions): (a) 10.2.3.1. The transferor and transferee shall execute and deliver to the Company Partnership such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company Partnership to effect such Transfer and to confirm the agreement of the transferee to be bound by the provisions of this Section 10. In any case not described in the preceding sentence, the Transfer shall be confirmed by presentation to the Partnership of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Partnership. The Company In all cases, the Partnership shall be reimbursed by the transferor 24 and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) 10.2.3.2. The transferor shall furnish to the Partnership an opinion of counsel, which counsel and opinion shall be satisfactory to the Partnership, that the Transfer will not cause the Partnership to terminate for federal income tax purposes. 10.2.3.3. The transferor and transferee shall furnish the Company Partnership with the transferee's taxpayer identification number, sufficient information to determine the transferee's initial tax basis in the Interest interests transferred, and any other information reasonably necessary to permit the Company Partnership to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company Partnership shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest interests until it has received such information. (c) 10.2.3.4. The transferee transferor shall provide an opinion of Interests (other thancounsel, with respect to clauses (i) which opinion and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably counsel shall be satisfactory to the nontransferring Member (andPartnership, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept effect that such Transfer is exempt from all applicable registration requirements and adopt that such Transfer will not violate any applicable laws regulating the terms and provisions Transfer of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interestsecurities. (d) The transferor shall not be relieved of its obligations hereunder.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 8.2 hereof unless and until the following conditions are satisfied: (a) The Except in the case of a Transfer involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Company Partnership such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company Partnership to effect such Transfer and to confirm the agreement of the transferee to be bound by the provisions of this Article VIII. In any case not described in the preceding sentence, the Transfer shall be confirmed by presentation to the Partnership of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Partnership. The Company In all cases, the Partnership shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) Except in the case of a Transfer involuntarily by operation of law, the transferor shall furnish to the Partnership an opinion of counsel, which counsel and opinion shall be satisfactory to the Partnership, that the Transfer will not cause the Partnership to terminate for federal income tax purposes or to be classified other than a partnership for federal income tax purposes. (c) The transferor and transferee shall furnish the Company Partnership with the transferee's ’s taxpayer identification number, sufficient information to determine the transferee's ’s initial tax basis in the Interest Interests transferred, and any other information reasonably necessary to permit the Company Partnership to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company Partnership shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest Interests until it has received such information. (cd) The transferee of Interests (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (and, Except in the case of clause a Transfer involuntarily by operation of law, either: (iiii) belowsuch Interests shall be registered under the Securities Act of 1933, as amended, and any applicable state securities laws; or (ii) the transferor shall provide an opinion of counsel, which opinion of counsel shall be satisfactory to the Partnership, to the effect that such Transfer is exempt from all applicable registration requirements and that such Transfer will not violate any applicable laws regulating the Transfer of securities. (e) Except in the case of a Transfer involuntarily by operation of law, the transferor Member)may not Transfer all or any part of its Partnership interest, (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, includingor any rights therein, without limitation, this Section 9 and Section 11, and (iii) assume the obligations consent of the transferor Member under this Agreement with respect to General Partner and Limited Partners owning more than 50% of the transferred InterestPartnership Interests of the Limited Partners. (d) The transferor shall not be relieved of its obligations hereunder.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 11.2 hereof unless and until the following conditions are satisfied: (a) The transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in to effectuate such Transfer and to confirm the opinion agreement of counsel the transferee to the Company to effect such Transfer. The Company shall be reimbursed bound by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transferprovisions of this Agreement. (b) The transferor Such Transfer will be exempt from all applicable registration requirements and transferee shall furnish will not violate any applicable laws regulating the Company with the transferee's taxpayer identification numberTransfer of securities, sufficient information to determine the transferee's initial tax basis and, except in the case of a Transfer of a Membership Interest transferredto another Member or to a Wholly Owned Affiliate of any Member, and any other information reasonably necessary to permit including the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoingtransferor, the Company transferor shall not be required provide an opinion of nationally recognized counsel to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest until it has received such informationeffect. (c) Such Transfer will not cause the Company to be deemed to be an “investment company” under the Investment Company Act of 1940, as amended and the transferor shall provide an opinion of nationally recognized counsel to such effect. The transferee of Interests (Company and the other than, with respect Members shall provide to clauses (i) and (ii) below, a transferee that was a Member prior such counsel any information available to the Transfer) shallCompany or to such other Members, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (and, in as the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11may be, and (iii) assume the obligations of the transferor Member under this Agreement with respect relevant to the transferred Interestsuch opinion. (d) The transferor shall not No notice or request initiating the procedures contemplated by Article 12 may be relieved given by any Member, while any notice, purchase or Transfer is pending under Article 12, as the case may be, or after a Dissolution Event has occurred. No Member may sell any portion of its obligations hereunderMembership Interest pursuant to Article 12 during any period that, as provided above, it may not give the notice initiating the procedures contemplated by such Article or thereafter until it has given such notice and otherwise complied with the provisions of such Article.

Conditions to Permitted Transfers. A Except for Transfers pursuant to the Call Option or the Put Option, a Transfer shall not be treated as a Permitted Transfer under Section 9.2 10.2 hereof unless and until the following conditions are satisfied: (a) The transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may reasonably be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer. The Transfer and to confirm the agreement of the transferee to be bound by the provisions of this Article X. In addition, the Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) The transferor and transferee shall furnish the Company with the transferee's ’s taxpayer identification number, sufficient information to determine the transferee's ’s initial tax basis in the Interest transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest until it has received such information. (c) The transferee of Interests (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (and, Except in the case of clause (iii) belowa Transfer to an Affiliate of Ref-Fuel Company or AWP, the transferor Member), (i) make representations successors or transferees of either of them and warranties their transferees shall execute certificates substantially similar to the nontransferring Member equivalent to those set forth in Section 6certificates (the “Form Transferor Certificate” and the “Form Transferee Certificate”) attached hereto as Exhibit A-l and Exhibit A-2, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interestrespectively. (d) The transferor shall not Immediately following such Transfer, at least one Person other than a state or any political subdivision thereof, will be relieved a Member of its obligations hereunderthe Company owning a capital and profits interest therein.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 hereof unless and until the Directors have approved such Transfer as set forth in Section 9.2 and the following conditions are satisfied: (a) The Except in the case of a Transfer involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer. The In the case of a Transfer of Units involuntarily by operation of law, the Transfer shall be confirmed by presentation to the Company of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Company. In all cases, the Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) The transferor and transferee shall furnish the Company with the transferee's taxpayer identification number, sufficient information to determine the transferee's initial tax basis in the Interest Units transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest Units until it has received such information. (c) The transferee Except in the case of Interests (other thana Transfer of any Units involuntarily by operation of law, with respect to clauses either (i) such Units shall be registered under the Securities Act, and any applicable state securities laws, or (ii) belowthe transferor shall provide an opinion of counsel, a transferee that was a Member prior to the Transfer) shall, by written instrument in form which opinion and substance counsel shall be reasonably satisfactory to the nontransferring Member (andDirectors, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept effect that such Transfer is exempt from all applicable registration requirements and adopt that such Transfer will not violate any applicable laws regulating the terms and provisions Transfer of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interestsecurities. (d) The Except in the case of a Transfer of Units involuntarily by operation of law, the transferor shall provide an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Directors, to the effect that such Transfer will not cause the Company to be relieved deemed to be an "investment company" under the Investment Company Act of 1940. (e) Unless otherwise approved by the Directors and a 75% majority in interest of the Members, no Transfer of Units shall be made except upon terms which would not, in the opinion of counsel chosen by and mutually acceptable to the Directors and the transferor Member, result in the termination of the Company within the meaning of Section 708 of the Code or cause the application of the rules of Sections 168(g)(1)(B) and 168(h) of the Code or similar rules to apply to the Company. If the immediate Transfer of such Unit would, in the opinion of such counsel, cause a termination within the meaning of Section 708 of the Code, then if, in the opinion of such counsel, the following action would not precipitate such termination, the transferor Member shall be entitled to (or required, as the case may be) (i) immediately Transfer only that portion of its obligations hereunderUnits as may, in the opinion of such counsel, be transferred without causing such a termination and (ii) enter into an agreement to Transfer the remainder of its Units, in one or more Transfers, at the earliest date or dates on which such Transfer or Transfers may be effected without causing such termination. The purchase price for the Units shall be allocated between the immediate Transfer and the deferred Transfer or Transfers pro rata on the basis of the percentage of the aggregate Units being transferred, each portion to be payable when the respective Transfer is consummated, unless otherwise agreed by the parties to the Transfer. In the case of a Transfer by one Member to another Member, the deferred purchase price shall be deposited in an interest-bearing escrow account unless another method of securing the payment thereof is agreed upon by the transferor Member and the transferee Member(s). (f) No notice or request initiating the procedures contemplated by Section 9.3 may be given by any Member after a Dissolution Event has occurred. No Member may sell all or any portion of its Units after a Dissolution Event has occurred. (g) No Person shall Transfer any Unit if, in the determination of the Directors, such Transfer would cause the Company to be treated as a "publicly traded partnership" within the meaning of Section 7704(b) of the Code. The Directors shall have the authority to waive any legal opinion or other condition required in this Section 9.3 other than the member approval requirement set forth in Section 9.3(e).

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 12.2 hereof unless and until the following conditions are satisfied: (a) The Except in the case of a Transfer involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer and to confirm the agreement of the transferee to be bound by the provisions of this Section 12, and to comply with the requirements of Code Section 6050K. In the case of a Transfer of Interests involuntarily by operation of law, the Transfer shall be confirmed by presentation to the Company of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Company. The In all cases, unless the requirements of this sentence have been waived by the Governing Board, the Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) The transferor and transferee shall furnish the Company with the transferee's taxpayer identification number, sufficient information to determine the transferee's initial tax basis in the Interest transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest until it has received such information. (c) The transferee of Interests (other than, with respect to clauses Either (i) the Transfer occurs pursuant to an effective registration statement under the Securities Act and any applicable state securities law or (ii) belowthe Transfer is exempt from registration or is otherwise in compliance with the Securities Act and applicable state securities law, a transferee that was a Member prior and the transferor has furnished to the TransferCompany evidence (which may but need not in the discretion of the Governing Board include an opinion of counsel) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (and, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred InterestGoverning Board. (d) The Transfer will not cause the Company to be deemed to be an "investment company" under the Investment Company Act of 1940, as amended, and the transferor shall provide an opinion of counsel to such effect, unless the Governing Board waives the requirement that such opinion be provided. Such opinion and counsel shall be reasonably satisfactory to the Governing Board. (e) The Transfer will not cause the Company to be relieved of its obligations hereunderdeemed to be a publicly traded partnership under Code Section 7704.

Conditions to Permitted Transfers. A Notwithstanding Section 9.1(b), a Transfer shall will not be treated as a Permitted Transfer under Section 9.2 hereof unless and until the following conditions are satisfied: (ai) The transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the reasonable opinion of counsel to the Company Board to effect such TransferTransfer and to confirm the agreement of the transferee to be bound by the provisions of this Agreement. The In all cases, the Company shall will be reimbursed by the transferor and/or and transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (bii) The transferor and transferee shall will furnish the Company with the transferee's ’s taxpayer identification number, sufficient information to determine the transferee's initial tax basis in the Interest transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall will not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest Units until it has received such information. (ciii) Either (x) such Units will be registered under the Securities Act of 1933, as amended, and any applicable state securities laws, or (y) the Transfer will be exempt from all applicable registration requirements and will not violate any applicable laws regulating the transfer of securities. (iv) The transferor may grant to any transferee of Interests (other thanUnits pursuant to a Permitted Transfer, the right to become a substitute Member, with respect to clauses (i) the Units transferred; provided, however, that no transferee shall be admitted as a substitute Member unless and (ii) below, until the admission of such transferee as a transferee that was a substitute Member prior to is approved by the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (andBoard, in the case of clause (iii) below, the transferor Member), (i) make representations its sole and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interestabsolute discretion. (dv) The transferor All transferees hereunder shall not be relieved bound by the terms of its obligations hereunderthis Agreement in the same manner as the transferors, and any Units so Transferred shall continue to be subject to the restrictions, liabilities and benefits associated therewith.

Conditions to Permitted Transfers. A Transfer No transfer otherwise permitted by any provisions of this Agreement shall not be treated as a Permitted Transfer under Section 9.2 hereof valid unless and until the following conditions are satisfied:satisfied (any of which may be waived by the Board of Managers in its discretion): (a) The transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer. The Company transfer and confirm the agreement of the transferee to be bound by the provisions of this Agreement; provided, however, that in the case of a transfer of Shares at death or involuntarily by operation of law, the transfer shall be reimbursed confirmed by presentation to the transferor and/or transferee for all costs Company of legal evidence of such transfer, in form and expenses that it reasonably incurs in connection with such Transfersubstance satisfactory to counsel of the Company. (b) Except in the case of a transfer of Shares at death or involuntarily by operation of law, where no opinion of counsel is required, the transferor shall furnish to the Company an opinion of counsel, which counsel and opinion shall be satisfactory to the Company, to the effect that: (i) The transfer will not cause the Company’s status as a partnership to terminate for federal income tax purposes under Code Section 708 or cause the Company to be treated as a “publicly traded partnership” within the meaning of Code Section 7704; (ii) The transfer is exempt from all applicable registration requirements and such transfer will not violate any applicable federal and state laws regulating the transfer of securities; and (iii) The transfer will not cause the Company to be deemed to be an “investment company” under the Investment Company Act of 1940. (c) The transferor and transferee shall furnish the Company with the transferee's ’s taxpayer identification number, sufficient information to determine the transferee's ’s initial tax basis in the Interest transferred, Shares transferred and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the The Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest Shares until it has received such information. (cd) The transferee of Interests (other than, shall reimburse the Company for all costs and expenses reasonably incurred by the Company in connection with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (and, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, such transfer including, without limitation, this Section 9 legal fees and Section 11, and (iii) assume the obligations costs of the transferor Member under this Agreement with respect preparation, execution, filing or publishing of any amendment to the transferred InterestCertificate of Formation or this Agreement. (d) The transferor shall not be relieved of its obligations hereunder.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 10.1 hereof unless and until the following conditions are satisfied: (a) All Class A Members of the Company have consented to such Transfer. (b) The transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in to effectuate such Transfer and to confirm the opinion agreement of counsel the transferee to the Company to effect such Transfer. The Company shall be reimbursed bound by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) The transferor and transferee shall furnish the Company with the transferee's taxpayer identification numberprovisions of this Agreement, sufficient information which instrument may be a counterpart signature page to determine the transferee's initial tax basis in the Interest transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest until it has received such informationAgreement. (c) The transferee Such Transfer will be exempt from all applicable registration requirements and will not violate any Applicable Laws regulating the Transfer of Interests (other thansecurities, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (and, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties shall provide an Opinion of Counsel to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interestsuch effect. (d) The Company and the other Members shall provide to such counsel any information available to the Company or to such other Members, as the case may be, and relevant to any such required Opinions of Counsel. (e) With respect to any Transfer, such Opinions of Counsel as the Board of Directors, in its reasonable discretion, may require. (f) The transferor and its transferee shall not be relieved pay, or reimburse the Company for, all reasonable costs and expenses incurred by the Company in connection with the Transfer and the admission of its obligations hereunderthe transferee as a Member, including the legal fees, if any, incurred in connection with the legal opinions referred to in Section 10.2.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 10.2.2 hereof unless and until the following conditions are satisfied:satisfied (except to the extent that a General Partner shall waive any or all of such conditions): (a) 10.2.3.1. The transferor and transferee shall execute and deliver to the Company Partnership such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company Partnership to effect such Transfer and to confirm the agreement of the transferee to be bound by the provisions of this Section 10. In any case not described in the preceding sentence, the Transfer shall be confirmed by presentation to the Partnership of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Partnership. The Company In all cases, the Partnership shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) 10.2.3.2. The transferor shall furnish to the Partnership an opinion of counsel, which counsel and opinion shall be satisfactory to the Partnership, that the Transfer will not cause the Partnership to terminate for federal income tax purposes. 10.2.3.3. The transferor and transferee shall furnish the Company Partnership with the transferee's taxpayer identification number, sufficient information to determine the transferee's initial tax basis in the Interest interests transferred, and any other information reasonably necessary to permit the Company Partnership to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company Partnership shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest interests until it has received such information. (c) 10.2.3.4. The transferee transferor shall provide an opinion of Interests (other thancounsel, with respect to clauses (i) which opinion and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably counsel shall be satisfactory to the nontransferring Member (andPartnership, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept effect that such Transfer is exempt from all applicable registration requirements and adopt that such Transfer will not violate any applicable laws regulating the terms and provisions Transfer of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interestsecurities. (d) The transferor shall not be relieved of its obligations hereunder.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 10.2 hereof unless and until the following conditions are satisfied: (a) The Except in the case of a Transfer of Interests involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Company Partnership such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company Partnership to effect such TransferTransfer and to confirm the agreement of the transferee to be bound by the provisions of this Section 10. The Company In the case of a Transfer of Interests involuntarily by operation of law, the Transfer shall be reimbursed confirmed by presentation to the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with Partnership of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Partnership. (b) Except in the case of a Transfer involuntarily by operation of law, the transferor shall furnish to the Partnership an opinion of counsel, which counsel and opinion shall be satisfactory to the Partnership, that the Transfer will not cause the Partnership to terminate for federal income tax purposes. (c) The transferor and transferee shall furnish the Company Partnership with the transferee's ’s taxpayer identification number, sufficient information to determine the transferee's ’s initial tax basis in the Interest Interests transferred, and any other information reasonably necessary to permit the Company Partnership to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company Partnership shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest Interests until it has received such information. (cd) The transferee of Interests (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (and, in In the case of clause (iii) belowa Transfer of a Limited Partner’s Interest, the transferor Member), (i) make representations and warranties must obtain the prior consent of all Partners to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interestsuch Transfer. (d) The transferor shall not be relieved of its obligations hereunder.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 hereof unless and until the following conditions are satisfied: (a) The Except in the case of a Transfer of all or any portion of an Interest at death or involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Company Partnership such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company Partnership to effect such Transfer and to confirm the agreement of the transferee to be bound by the provisions of this Article IX. In any case not described in the preceding sentence, the Transfer shall be confirmed by presentation to the Partnership of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Partnership. The Company In all cases, the Partnership shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) The transferor and transferee shall furnish the Company Partnership with the transferee's taxpayer identification number, sufficient information to determine the transferee's initial tax basis in the Interest transferred, and any other information reasonably necessary to permit the Company Partnership to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company Partnership shall not be required to make any distribution otherwise provided for in In this Agreement with respect to any transferred Interest until it has received such information. (c) The transferee Except in the case of Interests a Transfer of all or any portion of an Interest at death or involuntarily by operation of law, either (other thana) such interests shall be registered under the Securities Act of 1933, with respect to clauses as amended, and any applicable state securities laws, or (ib) and (ii) belowthe transferor shall provide an opinion of counsel, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance which opinion of counsel shall be reasonably satisfactory to the nontransferring Member (andPartnership, to the effect that such Transfer is exempt from all applicable registration requirements and that such Transfer will not violate any applicable laws regulating the Transfer of securities and that such Transfer will not result in the case Partnership being treated as an "investment company" required to register as such under the Investment Company Act of clause (iii) below1940, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11as amended, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interestregulations thereunder. (d) The transferor shall not be relieved Provide evidence that any filings under the federal securities laws required as a result of its obligations hereundersuch Transfer have been made.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 10.02 hereof unless and until the following conditions are satisfied: (a) The transferor and transferee shall execute and deliver to the Company (i) such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such TransferTransfer and to confirm the agreement of the transferee to be bound by the provisions of this Article X, and (ii) except in the case of a Transfer to a Wholly Owned Affiliate of an IMS Health Member, in the case of the transferee, a confidentiality agreement substantially in the form of the confidentiality agreement attached hereto as Exhibit B (the “Form Confidentiality Agreement”). The In addition, unless the requirements of this sentence have been waived by the Managing Member, the Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) The Transfer will not cause the Company to terminate for federal income tax purposes, and the transferor shall provide the Company an opinion of counsel to such effect. Such counsel and opinion shall be reasonably satisfactory to the Managing Member, and the Managing Member and the other Members shall provide to such counsel any information available to the Managing Member or to such other Members, as the case may be, and relevant to such opinion. (c) The transferor and transferee shall furnish the Company with the transferee's ’s taxpayer identification number, sufficient information to determine the transferee's ’s initial tax basis in the Interest transferredInterests Transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest Transferred Interests until it has received such information. (cd) The transferee Such Transfer will be exempt from all applicable registration requirements and will not violate any applicable laws regulating the Transfer of securities, and, except in the case of a Transfer of Interests (other thanto another Member or to a Wholly Owned Affiliate of any Member, with respect including the transferor, the transferor shall provide an opinion of counsel to clauses (i) such effect. Such counsel and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance opinion shall be reasonably satisfactory to the nontransferring Managing Member. (e) Such Transfer will not cause the Company to be deemed to be an “investment company” under the Investment Company Act of 1940, as amended and the transferor shall provide an opinion of counsel to such effect. Such counsel and opinion shall be reasonably satisfactory to the Managing Member, and the Managing Member and the other Members shall provide to such counsel any information available to the Managing Member or to such other Members, as the case may be, and relevant to such opinion. (and, f) Except in the case of clause (iii) belowa Transfer to a Wholly Owned Affiliate of an IMS Health Member, each Class A Member and the transferor Member), (i) make representations and warranties transferee of such Class A Member shall execute certificates substantially similar to the nontransferring Member equivalent to those set forth in Section 6certificates (the “Form Transferor Certificate” and the “Form Transferee Certificate”) attached hereto as Exhibit C-1 and Exhibit C-2, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interestrespectively. (d) The transferor shall not be relieved of its obligations hereunder.

Conditions to Permitted Transfers. A Transfer of a Membership Interest shall not be treated as a Permitted Transfer under Section 9.2 hereof unless and until the following conditions are satisfied: (a) The Except in the case of a Transfer involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be reasonably necessary or appropriate in the opinion of counsel to the Company to effect such Transfer. The Company In the case of a Transfer of a Membership Interest involuntarily by operation of law, the Transfer shall be reimbursed confirmed by presentation to the Company of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Company. In all cases, the transferor and/or transferee shall reimburse the Company for all costs and expenses that it the Company reasonably incurs in connection with such Transfer. (b) The transferor and transferee shall furnish the Company with the transferee's taxpayer identification number, sufficient information to determine the transferee's initial tax basis in the Interest transferred, number and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information information, statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Membership Interest until it has received such information. (c) The transferee Except in the case of Interests (other thana Transfer of a Membership Interest involuntarily by operation of law, with respect to clauses either (i) such Membership Interest shall be registered under the Securities Act and any applicable state securities laws or (ii) below, a transferee that was a Member prior to the Transfertransferor shall provide (unless waived by the Management Committee) shall, by written instrument in form an opinion of counsel which opinion and substance counsel shall be reasonably satisfactory to the nontransferring Member (and, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties Management Committee to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept effect that such Transfer is exempt from all applicable registration requirements and adopt that such Transfer will not violate any applicable laws regulating the terms and provisions Transfer of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interestsecurities. (d) The transferor Prior to any such Transfer, the Transferee shall not deliver to each Member a written commitment from such Transferee to be relieved bound by this Agreement and to comply with the applicable provisions of its obligations hereunderSection 9.6.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 10.2 hereof unless and until approved by the Manager and the following conditions are satisfied: (a) The transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in to effect such Transfer and to confirm the agreement of the transferee to be bound by the provisions of this Article X. (b) The Transfer will not cause the Company to terminate for federal income tax purposes, and the transferor shall provide the Company an opinion of counsel to the Company to effect such Transfereffect. The Company Such counsel and opinion shall be reimbursed by found satisfactory to the transferor and/or transferee for all costs and expenses that it reasonably incurs Manager in connection with such TransferManager’s sole judgment. (bc) The transferor and transferee shall furnish the Company with the transferee's taxpayer identification number, sufficient information to determine the transferee's initial tax basis in the Interest transferredTransferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Operating Agreement with respect to any transferred Transferred Interest until it has received such information. (cd) The transferee Such Transfer will be exempt from all applicable registration requirements and will not violate any applicable laws regulating the Transfer of Interests (other thansecurities, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (and, except in the case of clause (iii) belowa Transfer of an Interest to another Member or to a Wholly-Owned Affiliate of any Member, including the transferor, the transferor Member), (i) make representations shall provide an opinion of counsel to such effect. Such counsel and warranties opinion shall be found satisfactory to the nontransferring Member equivalent to those set forth Manager in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred InterestManager’s sole judgment. (de) The Such Transfer will not cause the Company to be deemed to be an "investment company" under the Investment Company Act of 1940, as amended and the transferor shall not provide an opinion of counsel to such effect. Such counsel and opinion shall be relieved of its obligations hereunderfound satisfactory to the Manager in Manager’s sole judgment.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 12.2 hereof unless and until the following conditions are satisfied: (a) The Except in the case of a Transfer involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer and to confirm the agreement of the transferee to be bound by the provisions of this Section 12, and to comply with the requirements of Code Section 6050K. In the case of a Transfer of Interests involuntarily by operation of law, the Transfer shall be confirmed by presentation to the Company of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Company. The In all cases, unless the requirements of this sentence have been waived by the Governing Board, the Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) The transferor and transferee shall furnish the Company with the transferee's taxpayer identification number, sufficient information to determine the transferee's initial tax basis in the Interest transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest until it has received such information. (cd) The transferee Transfer will not cause the Company to be deemed to be an "investment company" under the Investment Company Act of Interests (other than1940, with respect as amended, and the transferor shall provide an opinion of counsel to clauses (i) such effect, unless the Governing Board waives the requirement that such opinion be provided. Such opinion and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance counsel shall be reasonably satisfactory to the nontransferring Member (and, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred InterestGoverning Board. (de) The transferor shall Transfer will not cause the Company to be relieved of its obligations hereunderdeemed to be a publicly traded partnership under Code Section 7704.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 hereof unless and until the following conditions are satisfied: (a) The Except in the case of a Transfer involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Company Partnership such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company Partnership to effect such Transfer. The Company In the case of a Transfer of an Interest involuntarily by operation of law, the Transfer shall be confirmed by presentation to the Partnership of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Partnership. In all cases, the Partnership shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer.Transfer (including reasonable attorneys' fees and expenses, but excluding the portion of the costs of determining Net Equity that are to be borne by the Partnership as provided in Section 11.2(b)); (b) Except in the case of a Transfer involuntarily by operation of law, the transferee of an Interest (other than, with respect to clauses (A) and (B) below, a transferee that was a Partner prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the Partnership Board (and, in the case of clause (C) below, the transferor Partner), (A) make representations and warranties to the nontransferring Partners equivalent to those set forth in Section 9.1, (B) accept and adopt the terms and provisions of this Agreement, including this Section 12, and (C) assume the obligations of the transferor Partner under this Agreement with respect to the Transferred Interest. The transferor Partner shall be released from all such assumed obligations except (x) as otherwise provided in Section 6 in the case of a Transfer to a Controlled Affiliate, (y) those obligations or liabilities of the transferor Partner arising out of a breach of this Agreement or pursuant to Section 5.4 or 6.6 and (z) in the case of a Transfer to any Person other than a Partner or any of its Controlled Affiliates, those obligations or liabilities of the transferor Partner based on events occurring, arising or maturing prior to the date of Transfer; (c) Except in the case of a Transfer involuntarily by operation of law, the transferor of any Interest and its Affiliates will be obligated to sell to the transferee, and the transferee will be obligated to buy from the transferor and its Affiliates, a percentage of the Partner Loans (if any) held directly or indirectly by the transferor or an Affiliate thereof equal to the percentage of the transferor's Interest being Transferred to the transferee. If the transferee is a Partner or a Controlled Affiliate thereof, the terms of such purchase will be as provided in Section 2.7. In connection with any such purchase of Partner Loans, the transferee shall surrender to the Partnership the promissory note or notes evidencing such Partner Loans in exchange for the issuance by the Partnership of a new promissory note made payable to the order of the transferee in a principal amount equal to the outstanding balance of such Partner Loans and otherwise having the same terms as the promissory note surrendered therefor; (d) Except in the case of a Transfer involuntarily by operation of law, the transferor of an Interest will be obligated to sell to the transferee, and the transferee will be obligated to buy from the transferor, a portion of the MinorCo Interest owned by the transferor representing the same percentage of the transferor's MinorCo Interest as the percentage of the transferor's Interest being Transferred to the transferee. Election by a Partner to purchase all or any portion of another Partner's Interest pursuant to Section 5.1(l)(ii), 6.4(f), 11, 12.4, 12.5, 12.6 or 14.7 shall also constitute an election to purchase an equivalent portion of the transferor's MinorCo Interest, and each purchasing Partner shall be obligated to purchase a portion of such MinorCo Interest equal to the percentage of the transferor's Interest such purchasing Partner is obligated to purchase for a price equal to the "Net Equity" of the transferor's MinorCo Interest (determined as provided in Section 11.3 as if all references therein and in any defined term used therein to the Partnership were deemed references to MinorCo and all references to Section 14 contained therein were deemed references to the corresponding provisions of the Agreement of Limited Partnership of MinorCo dated as of March 28, 1995) (except in the case of a Transfer pursuant to Section 12.4, in which case the terms of the Purchase Offer shall apply, and except in the case of a Transfer pursuant to Section 12.6, in which case the Public Market Value shall apply); (e) Except in the case of a Transfer involuntarily by operation of law, if required by the Partnership Board, the transferee shall deliver to the Partnership an opinion, satisfactory in form and substance to the Partnership Board, of counsel reasonably satisfactory to the Partnership Board to the effect that the Transfer of the Interest is in compliance with applicable state and Federal securities laws; (f) Except in the case of a Transfer involuntarily by operation of law, if required by the Partnership Board, the transferee (other than a transferee that was a Partner prior to the Transfer) shall deliver to the Partnership evidence of the authority of such Person to become a Partner and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Partnership Board reasonably deems necessary or appropriate to effect, and as a condition to, such Transfer, including amendments to the Certificate or any other instrument filed with the State of Delaware or any other state or governmental agency; (g) Unless otherwise approved by the Partnership Board (with the Representatives of the transferor General Partner abstaining), no Transfer of an Interest shall be made except upon terms which would not, in the opinion of counsel chosen by and mutually acceptable to the Partnership Board and the transferor Partner, result in the termination of the Partnership within the meaning of Section 708 of the Code or cause the application of the rules of Sections 168(g)(1)(B) and 168(h) of the Code or similar rules to apply to the Partnership. If the immediate Transfer of such Interest would, in the opinion of such counsel, cause a termination within the meaning of Section 708 of the Code, then if, in the opinion of such counsel, the following action would not precipitate such termination, the transferor Partner shall be entitled (or required, as the case may be) (i) immediately to Transfer only that portion of its Interest as may, in the opinion of counsel to the Partnership, be Transferred without causing such a termination and (ii) to enter into an agreement to Transfer the remainder of its Interest, in one or more Transfers, at the earliest date or dates on which such Transfer or Transfers may be effected without causing such termination. The purchase price for the Interest shall be allocated between the immediate Transfer and the deferred Transfer or Transfers pro rata on the basis of the percentage of the aggregate Interest being Transferred, each portion to be payable when the respective Transfer is consummated, unless otherwise agreed by the parties to the Transfer. In the case of a Transfer by one Partner to another Partner, the deferred purchase price shall be deposited in an interest-bearing escrow account unless another method of securing the payment thereof is agreed upon by the transferor Partner and the transferee Partner(s). In determining whether a particular proposed Transfer will result in a termination of the Partnership, counsel to the Partnership shall take into account the existence of prior written commitments to Transfer made pursuant to this Agreement and such commitments shall always be given precedence over subsequent proposed Transfers. Each Partner agrees that, solely for purposes of this Section 12.3(g), any Transfer of an ownership interest in a Partner that has the same effect as a Transfer of such Partner's Interest for purposes of determining whether the Partnership has been terminated within the meaning of Section 708 of the Code shall be treated as a Transfer of such Partner's Interest. Each Partner shall notify the Partnership and each other Partner in writing not less than five (5) days prior to any Transfer of an ownership interest in such Partner to which this Section 12.3(g) applies. No Partner shall be deemed to have breached this Section 12.3(g) to the extent that such Partner's failure to comply with the foregoing provisions in connection with a Transfer of an ownership interest in such Partner resulted solely from the failure of any other Partner to comply with the notice obligation set forth in the preceding sentence; (h) The transferor or transferee shall furnish the Company Partnership with the transferee's taxpayer identification number, sufficient information to determine the transferee's initial tax basis in the Interest transferredTransferred, and any other information reasonably necessary to permit the Company Partnership to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company Partnership shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Transferred Interest until it has received such information.; (c) The transferee of Interests (other than, with respect to clauses (i) Except in the case of a Transfer of an Interest involuntarily by operation of law, if the transferor is a General Partner, the transferor and (ii) belowtransferee shall provide the Partnership with an opinion of counsel, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance which opinion of counsel shall be reasonably satisfactory to the nontransferring Member (andother Partners, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent effect that such Transfer will not cause the Partnership to those set forth in Section 6become taxable as a corporation for federal income tax purposes; and (j) If the Parent of a transferee is not the same Person as the Parent of the transferring Partner, then the Parent of the transferee (iiother than a transferee Partner) accept shall execute and adopt deliver to the terms Partnership and the other Parents a Parent Undertaking. If a Partner ceases to be a Controlled Affiliate of its former Parent as a result of a Permitted Transaction, then the new Parent of such Partner shall execute and deliver a Parent Undertaking to the Partnership and the other Parents. Upon completion of any Permitted Transfer and compliance with the provisions of this AgreementSection 12.3, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations transferee of the transferor Member under this Agreement with respect to the transferred InterestInterest (if not already a Partner) shall be admitted as a Partner without any further action. (d) The transferor shall not be relieved of its obligations hereunder.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 11.2 hereof unless and until the following conditions are satisfied: (a) The transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in to effectuate such Transfer and to confirm the opinion agreement of counsel the transferee to the Company to effect such Transfer. The Company shall be reimbursed bound by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) The transferor and transferee shall furnish the Company with the transferee's taxpayer identification number, sufficient information to determine the transferee's initial tax basis in the Interest transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest until it has received such information. (c) The transferee of Interests (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (and, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitationin the case of a Transfer of the Management Units, this Section 9 the agreement of the transferee to assume the rights and Section 11duties of the Managing Member. (b) Such Transfer will be exempt from all applicable registration requirements and will not violate any applicable laws regulating the Transfer of securities, and, except in the case of a Transfer of a Membership Interest to another Member or to a Wholly Owned Affiliate of any Member, including the transferor, the transferor shall provide an opinion of nationally recognized counsel to such effect. (c) Such Transfer will not cause the Company or any of its Affiliates to be deemed to be an “investment company” under the Investment Company Act of 1940, as amended, and (iii) assume the obligations of the transferor Member under this Agreement with respect shall provide an opinion of nationally recognized counsel to such effect. The Company and the other Members shall provide to such counsel any information available to the transferred InterestCompany or to such other Members, as the case may be, and relevant to such opinion. (d) The transferor shall not No notice or request initiating the procedures contemplated by Article XII may be relieved given by any Member while any notice, purchase or Transfer is pending under Article XII, as the case may be, or after a Dissolution Event has occurred. No Member may sell any portion of its obligations hereunderMembership Interest pursuant to Article XII during any period that, as provided above, it may not give the notice initiating the procedures contemplated by such Article or thereafter until it has given such notice and otherwise complied with the provisions of such Article.

Conditions to Permitted Transfers. A No Transfer --------------------------------- otherwise permitted by any provisions of this Agreement shall not be treated as a Permitted Transfer under Section 9.2 hereof valid unless and until the following conditions are satisfied:satisfied (any of which may be waived by the Board of Managers in its discretion): (a) The transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer. The Company Transfer and confirm the agreement of the transferee to be bound by the provisions of this Agreement; provided, however, that in the case of an involuntary Transfer of any -------- ------- portion or all of a Membership Interest by operation of law, the Transfer shall be reimbursed confirmed by presentation to the Company of legal evidence of such Transfer, in form and substance satisfactory to counsel of the Company. (b) Except in the case of an involuntary Transfer of any portion or all of a Membership Interest by operation of law, where no opinion of counsel is required, the transferor and/or transferee shall furnish to the Company an opinion of counsel, which counsel and opinion shall be satisfactory to the Company, to the effect that: (i) The Transfer will not cause the Company to terminate for federal income tax purposes under Section 708 of the Code; (ii) The Transfer is either exempt from all costs applicable registration requirements and expenses that it reasonably incurs in connection with such Transfer will not violate any applicable federal and state laws regulating the Transfer of securities, or the Membership Interest to be transferred is duly and properly registered under all applicable federal and state securities laws; and (iii) The Transfer will not cause the Company to be deemed to be an "investment company" under the Investment Company Act of 1940. (c) The transferor shall provide written notice to the Members of the proposed Transfer at least fifteen (15) days prior to the proposed effective date of the Transfer. (bd) The transferor and transferee shall furnish the Company with the transferee's taxpayer identification number, sufficient information to determine the transferee's initial tax basis in the Membership Interest transferred, transferred and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information information, statements or returns. Without limiting the generality of the foregoing, the The Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Transferred Membership Interest until it has received such information. (ce) The transferee of Interests (other thanshall reimburse the Company for all costs and expenses reasonably incurred by the Company in connection with such Transfer including, with respect to clauses without limitation, (i) the fees and expenses of any appraiser retained by the Company to determine the value of such Membership Interest; and (ii) below, all reasonable expenses in connection with admission as a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (and, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 legal fees and Section 11, and (iii) assume the obligations costs of the transferor Member under this Agreement with respect preparation, execution, filing or publishing of any amendment to the transferred InterestCertificate of Formation or this Agreement. (d) The transferor shall not be relieved of its obligations hereunder.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 hereof unless and until the Directors have approved such Transfer as set forth in Section 9.2 and the following conditions are satisfied: (a) The Except in the case of a Transfer involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer. The In the case of a Transfer of Units involuntarily by operation of law, the Transfer shall be confirmed by presentation to the Company of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Company. In all cases, the Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) The transferor and transferee shall furnish the Company with the transferee's ’s taxpayer identification number, sufficient information to determine the transferee's ’s initial tax basis in the Interest Units transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest Units until it has received such information. (c) The transferee Except in the case of Interests (other thana Transfer of any Units involuntarily by operation of law, with respect to clauses either (i) such Units shall be registered under the Securities Act, and any applicable state securities laws, or (ii) belowthe transferor shall provide an opinion of counsel, a transferee that was a Member prior to the Transfer) shall, by written instrument in form which opinion and substance counsel shall be reasonably satisfactory to the nontransferring Member (andDirectors, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept effect that such Transfer is exempt from all applicable registration requirements and adopt that such Transfer will not violate any applicable laws regulating the terms and provisions Transfer of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interestsecurities. (d) The Except in the case of a Transfer of Units involuntarily by operation of law, the transferor shall provide an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Directors, to the effect that such Transfer will not cause the Company to be relieved deemed to be an “investment company” under the Investment Company Act of 1940. (e) Unless otherwise approved by the Directors and Members representing in the aggregate a 75% supermajority of the Membership Voting Interests, no Transfer of Units shall be made except upon terms which would not, in the opinion of counsel chosen by and mutually acceptable to the Directors and the transferor Member, result in the termination of the Company within the meaning of Section 708 of the Code or cause the application of the rules of Sections 168(g)(1)(B) and 168(h) of the Code or similar rules to apply to the Company. If the immediate Transfer of such Unit would, in the opinion of such counsel, cause a termination within the meaning of Section 708 of the Code, then if, in the opinion of such counsel, the following action would not precipitate such termination, the transferor Member shall be entitled to (or required, as the case may be) (i) immediately Transfer only that portion of its Units as may, in the opinion of such counsel, be transferred without causing such a termination and (ii) enter into an agreement to Transfer the remainder of its Units, in one or more Transfers, at the earliest date or dates on which such Transfer or Transfers may be effected without causing such termination. The purchase price for the Units shall be allocated between the immediate Transfer and the deferred Transfer or Transfers pro rata on the basis of the percentage of the aggregate Units being transferred, each portion to be payable when the respective Transfer is consummated, unless otherwise agreed by the parties to the Transfer. In the case of a Transfer by one Member to another Member, the deferred purchase price shall be deposited in an interest-bearing escrow account unless another method of securing the payment thereof is agreed upon by the transferor Member and the transferee Member(s). (f) No notice or request initiating the procedures contemplated by this Section 9.3 may be given by any Member after a Dissolution Event has occurred. No Member may sell all or any portion of its Units after a Dissolution Event has occurred. (g) No Person shall Transfer any Unit if, in the determination of the Directors, such Transfer would cause the Company to be treated as a “publicly traded partnership” within the meaning of Section 7704(b) of the Code. (h) The Transfer will not result in the number of Class A Unit Holders of record equaling three hundred (300) or more, or such other number as required to maintain suspension of the Company’s reporting obligations hereunderunder the Securities and Exchange Act of 1934, as amended, unless otherwise consented to by the Board of Directors. (i) The Transfer will not result in the number of Class B or Class C Unit Holders of record equaling five hundred (500) or more, or such other number that would otherwise require the Company to register its Class B or Class C Units with the Securities and Exchange Commission, unless otherwise consented to by the Board of Directors. The Directors shall have the authority to waive any legal opinion or other condition required in this Section 9.3 other than the member approval requirement set forth in Section 9.3(e).

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 12.2 hereof unless and until the following conditions are satisfied: (a) The Except in the case of a Transfer involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Company (i) such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer. The In the case of a Transfer of Units involuntarily by operation of law, the Transfer shall be confirmed by presentation to the Company of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Company. In all cases, the Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) The transferor and transferee shall furnish the Company with the transferee's taxpayer identification number, sufficient information to determine the transferee's initial tax basis in the Interest Units transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest Units until it has received such information. (c) The transferee Except in the case of Interests a Transfer of Units involuntarily by operation of law, either (other thana) such Units shall be registered under the Securities Act, with respect to clauses and any applicable state securities laws, or (ib) the transferor shall provide an opinion of counsel, which opinion and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance counsel shall be reasonably satisfactory to the nontransferring Member (andManagement Board, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept effect that such Transfer is exempt from all applicable registration requirements and adopt that such Transfer will not violate any applicable laws regulating the terms and provisions Transfer of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interestsecurities. (d) The Except in the case of a Transfer of Units involuntarily by operation of law, the transferor shall provide an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Management Board, to the effect that such Transfer will not cause the Company to be relieved deemed to be an "investment company" under the Investment Company Act of 1940. (e) Unless otherwise approved by the Management Board, no Transfer of Units shall be made except upon terms which would not, in the opinion of counsel chosen by and mutually acceptable to the Management Board and the transferor Member, result in the termination of the Company within the meaning of Section 708 of the Code or cause the application of the rules of Sections 168(g)(1)(B) and 168(h) of the Code or similar rules to apply to the Company. If the immediate Transfer of such Units would, in the opinion of such counsel, cause a termination within the meaning of Section 708 of the Code, then if, in the opinion of such counsel, the following action would not precipitate such termination, the transferor Member shall be entitled (or required, as the case may be) (i) immediately to Transfer only that portion of its obligations hereunderUnits as may, in the opinion of such counsel, be transferred without causing such a termination and (ii) to enter into an agreement to Transfer the remainder of its Units, in one or more Transfers, at the earliest date or dates on which such Transfer or Transfers may be effected without causing such termination. The purchase price for the Units shall be allocated between the immediate Transfer and the deferred Transfer or Transfers pro rata on the basis of the percentage of the aggregate Units being transferred, each portion to be payable when the respective Transfer is consummated, unless otherwise agreed by the parties to the Transfer. In the case of a Transfer by one Member to another Member, the deferred purchase price shall be deposited in an interest-bearing escrow account unless another method of securing the payment thereof is agreed upon by the transferor Member and the transferee Member(s). In determining whether a particular proposed Transfer will result in a termination of the Company, counsel to the Company shall take into account the existence of prior written commitments to Transfer made pursuant to this Agreement and such commitments shall always be given precedence over subsequent proposed Transfers. (f) No notice or request initiating the procedures contemplated by Section 12.4 may be given by any Member, while any notice, purchase or Transfer is pending under Section 12.4 or after a Dissolution Event has occurred. No Member may sell any portion of its Units pursuant to Section 12.4 during any period that, as provided above, it may not give the notice initiating the procedures contemplated by such Section or thereafter until it has given such notice and otherwise complied with the provisions of such Section.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 10.2 hereof unless and until the following conditions are satisfied: (a) The Except in the case of a Transfer involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Company (i) such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer. The In the case of a Transfer of Units involuntarily by operation of law, the Transfer shall be confirmed by presentation to the Company of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Company. In all cases, the Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) The transferor and transferee shall furnish the Company with the transferee's ’s taxpayer identification number, sufficient information to determine the transferee's ’s initial tax basis in the Interest Units transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest Units until it has received such information. (c) The transferee Except in the case of Interests a Transfer of Units involuntarily by operation of law, either (other thana) such Units shall be registered under the Securities Act, with respect to clauses and any applicable state securities laws, or (ib) the transferor provides an opinion of counsel, which opinion and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance counsel shall be reasonably satisfactory to the nontransferring Member (andBoard, in to the case of clause (iii) below, the transferor Member), effect that (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interest. (d) The transferor shall not be relieved of its obligations hereunder.such Transfer is exempt from

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 hereof unless and until the following conditions are satisfied: (a) The Except in the case of a Transfer of Interests involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Company Partnership such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company Partnership to effect such Transfer and to confirm the agreement of the transferee to be bound by the provisions of this Agreement. In the case of a Transfer of Interests involuntarily by operation of law, the Transfer shall be confirmed by presentation to the Partnership of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Partnership. The Company In all cases, the Partnership shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) Except in the case of a Transfer involuntarily by operation of law, the Transfer will not cause the Partnership to terminate for federal income tax purposes and the Transfer will not cause the application of the rules of Code Sections 168(g)(1)(B) and 168(h) (generally referred to as the "tax exempt entity leasing rules") or similar rules to apply to the Partnership, Partnership Property, or the General Partner and Interest Holders and the transferor shall furnish to the Partnership an opinion of counsel to such effect. Such counsel and opinion shall be reasonably satisfactory to the General Partner, and the General Partner shall provide to such counsel any information available to such General Partner relevant to such opinion. (c) The transferor and transferee shall furnish the Company Partnership with the transferee's taxpayer identification number, sufficient information to determine the transferee's initial tax basis in the Interest transferredInterests transferred (or the transferee's tax basis in the Partnership Property), and any other information reasonably necessary to permit the Company Partnership to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company Partnership shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest Interests until it has received such information. (cd) The transferee Except in the case of a Transfer of Interests involuntarily by operation of law, either (other thana) such Interests shall be registered under the Securities Act of 1933, with respect as amended, and any applicable state securities laws, or (b) such Transfer will be exempt from all applicable registration requirements and will not violate any applicable laws regulating the Transfer of securities and, except in the case of a transfer to clauses (i) another Partner, the transferor shall provide an opinion of counsel, which opinion and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance counsel shall be reasonably satisfactory to the nontransferring Member (andGeneral Partner, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interestsuch effect. (d) The transferor shall not be relieved of its obligations hereunder.

Conditions to Permitted Transfers. A Except for Transfers pursuant to the Call Option or the Put Option, a Transfer shall not be treated as a Permitted Transfer under Section 9.2 10.2 hereof unless and until the following conditions are satisfied: (a) The transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may reasonably be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer. The Transfer and to confirm the agreement of the transferee to be bound by the provisions of this Article X. In addition, the Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) The transferor and transferee shall furnish the Company with the transferee's ’s taxpayer identification number, sufficient information to determine the transferee's ’s initial tax basis in the Interest transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest until it has received such information. (c) The transferee of Interests (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (and, Except in the case of clause (iii) belowa Transfer to an Affiliate of Ref-Fuel Company or AWP, the transferor Member), (i) make representations successors or transferees of either of them and warranties their transferees shall execute certificates substantially similar to the nontransferring Member equivalent to those set forth in Section 6certificates (the “Form Transferor Certificate” and the “Form Transferee Certificate”) attached hereto as Exhibit A-1 and Exhibit A-2, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interestrespectively. (d) The transferor shall not Immediately following such Transfer, at least one Person other than a state or any political subdivision thereof, will be relieved a Member of its obligations hereunderthe Company owning a capital and profits interest therein.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 hereof Sections 11.2 unless and until the following conditions are satisfied: (a) The transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company reasonably required to effect such Transfer. The Company shall Transfer and to confirm the agreement of the transferee to be reimbursed bound by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transferprovisions of this Agreement applicable to the relevant Member. (b) The transferor and transferee In the case of any Transfer by a Class A Limited Member of any portion of its Class A Limited Membership Interests, such Transfer shall furnish not cause (i) the Class A Limited Membership Interests to be owned by more than 10 persons as determined in accordance with Regulations Section 1.7704-1(h) or (ii) as a result of such Transfer, the Company to otherwise be treated as a “publicly traded partnership” within the meaning of Code Section 7704 and the Regulations promulgated thereunder, assuming for purposes of this Section 11.3(b)(ii) that the Class B Limited Membership Interests are held by 90 Persons. Any purported Transfer of any Class A Limited Membership Interest that does not comply with the transferee's taxpayer identification numberconditions set forth in this Section 11.3(b) shall be null and void and of no force or effect whatsoever. (c) In the case of any Transfer of a Class A Limited Membership Interest, sufficient information the transferee represents and agrees in a written certification, unless such requirement is waived in writing by Managing Member in its sole discretion, that either (A) it is not, for U.S. federal income tax purposes, a partnership, grantor trust, or “S corporation” (each a “Flow-Through Entity") or (B) it is a Flow-Through Entity but, after giving effect to determine such purchase of the transferee's initial tax basis Class A Limited Membership Interest, less than 50% of the value of any beneficial owner’s interest in the Interest transferred, and any other information reasonably necessary Flow-Through Entity is attributable to the Flow-Through Entity’s direct or indirect interest in the Company or a principal purpose in using the Flow-Through Entity to purchase the Class A Limited Membership Interests is not to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality have more than 10 owners of the foregoing, Class A Membership Interests or to have more than 100 “partners” within the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest until it has received such informationmeaning of Regulations Section 1.7704-1(h)(1)(ii). (c) The transferee of Interests (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (and, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interest. (d) The transferor shall not be relieved of its obligations hereunder.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 hereof unless and until the following conditions are satisfied: (a1) The Except in the case of a Transfer involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer. The In the case of a Transfer of Interests involuntarily by operation of law, the Transfer shall be confirmed by presentation to the Company of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Company. In all cases, the Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer.Transfer (including reasonable attorneys' fees and expenses, but excluding the portion of the costs of determining Net Equity that are to be borne by the Company as provided in Section 7.4(d)); (b2) Except in the case of a Transfer involuntarily by operation of law, the transferee of an Interest (other than, with respect to clause (A) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the Managing Member (and, in the case of clause (B) below, the transferor Member), (A) accept and adopt the terms and provisions of this Agreement, including this Section 8, and (B) assume the obligations of the transferor Member under this Agreement with respect to the Transferred Interest. The transferor Member shall be released from all such assumed obligations except (x) as otherwise provided in Section 10.7, (y) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement and (z) in the case of a transfer to any Person other than a Member or any of its Controlled Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer; (3) Except in the case of a Transfer involuntarily by operation of law, the transferor and its Affiliates will be obligated to sell to the transferee, and the transferee will be obligated to buy from the transferor and its Affiliates, all Member Loans of the Company held directly or indirectly by the transferor or an Affiliate thereof. If the transferee is a Member or a Controlled Affiliate thereof, the terms of such purchase will include those provided in Section 2.5; (4) Except in the case of a Transfer involuntarily by operation of law, if required by the Managing Member, the transferee shall deliver to the Company an opinion, satisfactory in form and substance to the Managing Member, of counsel reasonably satisfactory to the Managing Member to the effect that the Transfer of the Interest is in compliance with applicable state and federal securities laws; (5) Except in the case of a Transfer involuntarily by operation of law, if required by the Managing Member, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Managing Member reasonably deems necessary or appropriate to effect, and as a condition to, such Transfer, including amendments to the Certificate or any other instrument filed with the State of Delaware or any other state or governmental agency; (6) Unless otherwise approved by the Managing Member, no Transfer of an Interest shall be made except upon terms which would not, in the opinion of counsel chosen by the Managing Member, result in the termination of the Company within the meaning of Section 708 of the Code or cause the application of the rules of Sections 168(g)(1)(B) and 168(h) of the Code or similar rules to apply to the Company. If the immediate Transfer of such Interest would, in the opinion of such counsel, cause a termination within the meaning of Section 708 of the Code, then if, in the opinion of such counsel, the following action would not precipitate such termination, the transferor Member shall be entitled (or required, as the case may be) (i) immediately to Transfer only that portion of its Interest as may, in the opinion of counsel to the Company, be transferred without causing such a termination and (ii) to enter into an agreement to Transfer the remainder of its Interest, in one or more Transfers, at the earliest date or dates on which such Transfer or Transfers may be effected without causing such termination. The purchase price for the Interest shall be allocated between the immediate Transfer and the deferred Transfer or Transfers pro rata on the basis of the percentage of the aggregate Interest being transferred, each portion to be payable when the respective Transfer is consummated, unless otherwise agreed by the parties to the Transfer. In the case of a Transfer by one Member to another Member, the deferred purchase price shall be deposited in an interest-bearing escrow account unless another method of securing the payment thereof is agreed upon by the transferor Member and the transferee Member(s). In determining whether a particular proposed Transfer will result in a termination of the Company, counsel to the Company shall take into account the existence of prior written commitments to Transfer made pursuant to this Agreement and such commitments shall always be given precedence over subsequent proposed Transfers; (7) The transferor and or transferee shall furnish the Company with the transferee's taxpayer identification number, sufficient information to determine the transferee's initial tax basis in the Interest transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest until it has received such information.; and (c) The 8) Except in the case of a Transfer of an Interest involuntarily by operation of law, the transferor and transferee shall provide the Company with an opinion of Interests (other thancounsel, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance which opinion of counsel shall be reasonably satisfactory to the nontransferring Member (andother Members, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent effect that such Transfer will not cause the Company to those set forth in Section 6, (ii) accept become taxable as a corporation for federal income tax purposes. Upon completion of any Permitted Transfer and adopt compliance with the terms and provisions of this AgreementSection 7.3, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations transferee of the transferor Interest (if not already a Member) shall be admitted as a Member under this Agreement with respect to the transferred Interestwithout any further action. (d) The transferor shall not be relieved of its obligations hereunder.

Conditions to Permitted Transfers. A Without limiting the authority or discretion of the Board provided elsewhere in this Agreement to approve or not approve a Transfer or to approve or not approve the admission of a person as a Member, no Transfer shall not be treated as a Permitted Transfer under Section 9.2 10.2 hereof unless and until the following conditions are satisfied: (a) The Transfer would not in the opinion of the Board have a material adverse impact on the Company or its operations; (b) Except in the case of a Transfer involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Company (i) such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer. The In the case of a Transfer of Units involuntarily by operation of law, the Transfer shall be confirmed by presentation to the Company of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Company. In all cases, the Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (bc) The transferor and transferee shall furnish the Company with the transferee's ’s taxpayer identification number, sufficient information to determine the transferee's ’s initial tax basis in the Interest Units transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest Units until it has received such information. (cd) The transferee of Interests (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (and, Except in the case of clause a Transfer of Units involuntarily by operation of law, either (iiii) belowsuch Units shall be registered under the Securities Act, and any applicable state securities laws, or (ii) such Transfer shall be exempt from all applicable registration requirements and will not violate any applicable laws regulating the Transfer of securities, in the opinion of counsel to the Company. (e) Except in the case of a Transfer of Units involuntarily by operation of law, such Transfer will not cause the Company to be deemed to be an “investment company” under the Investment Company Act of 1940, in the opinion of counsel to the Company. (f) Except in the case of a Transfer of Units involuntarily by operation of law, such Transfer will not cause the Company to be deemed to be a “publicly-traded partnership” under applicable provisions of the Code, in the opinion of counsel to the Company. (g) Unless otherwise approved by the Board, no Transfer of Units shall be made except upon terms which would not, in the opinion of counsel chosen by and mutually acceptable to the Board and the transferor Member), (iresult in the termination of the Company within the meaning of Section 708 of the Code or cause the application of the rules of Sections 168(g)(1)(B) make representations and warranties 168(h) of the Code or similar rules to apply to the nontransferring Member equivalent to those set forth Company. In determining whether a particular proposed Transfer will result in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations a termination of the transferor Member under Company, counsel to the Company shall take into account the existence of prior written commitments to Transfer made pursuant to this Agreement with respect to the transferred Interestand such commitments shall always be given precedence over subsequent proposed Transfers. (dh) The transferor shall not No notice or request initiating the procedures contemplated by Section 10.3 may be relieved given by any Member after a Dissolution Event has occurred. No Member may Transfer all or any portion of its obligations hereunderUnits after a Dissolution Event has occurred. The Board shall have the authority to waive any legal opinion or other condition required in this Section 10.3.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 hereof unless and until the following conditions are satisfied: (a) The Except in the case of a Transfer of an Interest at death or involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Company Partnership such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company Partnership to effect such Transfer and to confirm the agreement of the transferee to be bound by the provisions of this Section 9. In any case not described in the preceding sentence, the Transfer shall be confirmed by presentation to the Partnership of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Partnership. The Company In all cases, the Partnership shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) Except in the case of a Transfer at death or involuntarily by operation of law, the Partnership shall have obtained an opinion of counsel that the Transfer would not cause the Partnership to terminate for federal income tax purposes and that such Transfer would not cause the application of the rules of Code Sections 168 (g) (1) (B) and 168 (h) (generally referred to as the "tax exempt entity leasing rules") or similar rules to apply to the Partnership, Partnership Property, or the Interest Holders. (c) The transferor and transferee shall furnish the Company Partnership with the transferee's taxpayer identification number, sufficient information to determine the transferee's initial tax basis in the Interest transferred, and any other information reasonably necessary to permit the Company Partnership to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company Partnership shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest until it has received such information. (c) The transferee of Interests (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (and, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interest. (d) The transferor shall not be relieved of its obligations hereunder.

Conditions to Permitted Transfers. A Transfer No transfer otherwise permitted by any provisions of this Agreement shall not be treated as a Permitted Transfer under Section 9.2 hereof valid unless and until the following conditions are satisfied:satisfied (any of which conditions may be waived by the Manager in its discretion): (a) The the transferor and the transferee, as the case may be, shall provide such legal opinions, documentation and agreements as the Manager may reasonably request, including, without limitation, (i) an instrument in form acceptable to the Manager pursuant to which such transferee makes certain representations, warranties and undertakings, assumes each and every obligation of the transferring Member under this Agreement and agrees to be bound by and observe the terms of this Agreement; and (ii) an opinion of counsel satisfactory to the Manager that such Transfer is exempt from registration under the Securities Act and shall execute and deliver not otherwise violate applicable law; provided, however, that in the case of a transfer of Units at death or involuntarily by operation of law, the transfer shall be confirmed by presentation to the Company of legal evidence of such documents transfer, in form and instruments substance satisfactory to counsel of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer. The Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such TransferCompany. (b) The transferor and transferee shall furnish certify to the Company with Company, if requested by the transferee's taxpayer identification numberManager, sufficient information to determine that the transferee's initial tax basis in transferee is an “accredited investor” within the Interest transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality meaning of the foregoingSecurities Act of 1933, as amended (the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest until it has received such information“Securities Act”). (c) The transferee of Interests (other than, shall reimburse the Company for all costs and expenses reasonably incurred by the Company in connection with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (and, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, such transfer including, without limitation, this Section 9 limitation all legal fees and Section 11, and (iii) assume the obligations costs of the transferor Member under this Agreement with respect preparation, execution, filing or publishing of any amendment to the transferred InterestArticles of Organization or this Agreement. (d) The transferor shall not be relieved of its obligations hereunder.

Conditions to Permitted Transfers. A Transfer No transfer otherwise permitted by any provisions of this Agreement shall not be treated as a Permitted Transfer under Section 9.2 hereof valid unless and until the following conditions are satisfied:satisfied (any of which may be waived by the Board of Managers in its discretion): (a) The transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer. The Company transfer and confirm the agreement of the transferee to be bound by the provisions of this Agreement; provided, however, that in the case of a transfer of Percentage Interests at death or involuntarily by operation of law, the transfer shall be reimbursed confirmed by presentation to the transferor and/or transferee for all costs Company of legal evidence of such transfer, in form and expenses that it reasonably incurs in connection with such Transfersubstance satisfactory to counsel of the Company. (b) Except in the case of a transfer of Percentage Interests at death or involuntarily by operation of law, where no opinion of counsel is required, the transferor shall furnish to the Company an opinion of counsel, which counsel and opinion shall be satisfactory to the Company, to the effect that: (i) The transfer will not cause the Company's status as a partnership to terminate for federal income tax purposes under Code Section 707 or cause the Company to be treated as a "publicly traded partnership" within the meaning of Code Section 7704; (ii) The transfer is exempt from all applicable registration requirements and such transfer will not violate any applicable federal and state laws regulating the transfer of securities; and (iii) The transfer will not cause the Company to be deemed to be an "investment company" under the Investment Company Act of 1840. (c) The transferor and transferee shall furnish the Company with the transferee's taxpayer identification number, sufficient information to determine the transferee's initial tax basis in the Percentage Interest transferred, transferred and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the The Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Percentage Interest until it has received such information. (cd) The transferee of Interests (other than, shall reimburse the Company for all costs and expenses reasonably incurred by the Company in connection with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (and, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, such transfer including, without limitation, this Section 9 legal fees and Section 11, and (iii) assume the obligations costs of the transferor Member under this Agreement with respect preparation, execution, filing or publishing of any amendment to the transferred InterestCertificate of Formation or this Agreement. (d) The transferor shall not be relieved of its obligations hereunder.

Conditions to Permitted Transfers. A Transfer otherwise permitted under this Section 10.2 shall not be treated as a Permitted Transfer under Section 9.2 hereof and any attempted Transfer of a Partner's interest to a Permitted Transferee shall be null and void and of no force or effect whatever unless and until the following conditions are satisfiedsatisfied or waived by the other Partners: (ai) The Except in the case of a Permitted Transfer to a Partner's Personal Representative, the transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance and assumption as may be necessary or appropriate in the opinion of counsel to the Company Partnership to effect such Transfer. The Company shall Transfer and to confirm the Permitted Transferee's agreement to be reimbursed bound by the provisions of this Article X and assumption of all monetary obligations of the transferor and/or transferee for all costs Partner with respect to the interest being transferred and expenses that it reasonably incurs in connection with the transferor Partner's agreement to guarantee the prompt payment and performance of such Transferassumed obligations. (bii) In the case of a Permitted Transfer to a Partner's Personal Representative, the Permitted Transferee shall deliver such assurances as may be necessary or appropriate in the opinion of counsel to the Partnership to confirm such Transfer and that such transferor Partner (and/or his estate) remains liable to perform all monetary obligations with respect to such interest. (iii) Except in the case of a Permitted Transfer to a Partner's Personal Representative, the Partnership shall receive, prior to such Transfer, an opinion of counsel satisfactory to the Partnership confirming that such Transfer will not terminate the Partnership for federal income tax purposes. (iv) The transferor and transferee shall furnish the Company Partnership with the transferee's taxpayer identification number, sufficient information to determine the transferee's initial tax basis in the Interest interest transferred, and any other information reasonably necessary to permit the Company Partnership to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company Partnership shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest interest until it has received such information. (cv) The transferee A Partner making a Permitted Transfer of Interests (other than, all or a portion of his Partnership interest and the Permitted Transferee thereof shall pay all reasonable costs and expenses incurred by the Partnership in connection with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the such Transfer) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (and, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interest. (d) The transferor shall not be relieved of its obligations hereunder.

Conditions to Permitted Transfers. A Transfer shall will not be treated as a Permitted Transfer under Section 9.2 hereof above unless and until all of the following conditions are satisfied: (a) The Except in the case of a Transfer by operation of law, the transferor and transferee shall will execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer. The In the case of a Transfer of Units involuntarily by operation of law, the Transfer must be confirmed by presentation to the Company shall be reimbursed by of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Company. In all cases, the transferor and/or transferee must reimburse the Company for all costs and expenses that it reasonably the Company incurs in connection with such Transfer. (b) The transferor and transferee shall must furnish the Company with the transferee's ’s taxpayer identification number, sufficient information to determine the transferee's ’s initial tax basis in the Interest Units transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally legally-required information statements or returns. Without limiting the generality of the foregoing, the Company shall is not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest Units until it the Company has received such information. (c) The transferee of Interests (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (andNo Transfer may be made except upon terms which do not, in the case opinion of clause (iii) belowcounsel chosen by the Company, result in the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations termination of the transferor Company within the meaning of Section 708 of the Code, except upon the issuance of a final and non-appealable order or directive of a governmental agency of any jurisdiction, including the Nevada gaming authorities, disqualifying such Member under this Agreement from holding any registration, license, approval or permit required for the business of the Company, or directing that the other Company or any of its Affiliates terminate its relationship with respect to the transferred Interestsuch Member. (d) The Except in the case of a Transfer of Units involuntarily by operation of law, either (i) such Units must be registered under the Securities Act and any applicable state securities laws, or (ii) unless waived by the non-transferring Members, the transferor must provide an opinion of counsel, which opinion and counsel must be reasonably satisfactory to the non-transferring Members, to the effect that such Transfer is exempt from all applicable registration requirements and that such Transfer will not violate any applicable laws regulating the Transfer of securities. (e) Notwithstanding anything to the contrary in this Agreement, no Member shall not be relieved permitted to Transfer its Units or any portion thereof to the extent such Transfer would be in violation of its obligations hereunderapplicable law (including without limitation securities laws and regulations and all Gaming Laws) or would cause a default under any agreement or instrument to which the Company is a party or by which it is bound. Without limiting the foregoing, at such time as the Company is a Nevada gaming registrant and/or licensee, no Transfer of Units or any portion thereof shall be valid or effective unless such transfer is first approved by the Nevada gaming authorities. (f) Without the consent of MGM Mirage, no Transfer may be made to any Person that is a competitor of MGM Mirage.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 10.2 hereof unless and until the following conditions are satisfied: (a) The Except in the case of a Transfer involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Joint Sales Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Joint Sales Company to effect such Transfer. The In the case of a Transfer of Units involuntarily by operation of law, the Transfer shall be confirmed by presentation to the Joint Sales Company of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Joint Sales Company. In all cases, the Joint Sales Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) The transferor and transferee shall furnish the Joint Sales Company with the transferee's taxpayer identification number, sufficient information to determine the transferee's initial tax basis in the Interest Units transferred, and any other information reasonably necessary to permit the Joint Sales Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Joint Sales Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest Units until it has received such information. (c) The transferee Except in the case of Interests a Transfer of Units involuntarily by operation of law, either (other thana) such Units shall be registered under the Securities Act, with respect to clauses and any applicable state securities laws, or (ib) and (ii) below, a transferee that was a Member prior the transferor shall provide to the Transfer) shallJoint Sales Company and the other Member an opinion of counsel, by written instrument in form which opinion and substance counsel shall be reasonably satisfactory to the nontransferring Member (andBoard of Directors, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept effect that such Transfer is exempt from all applicable * CONFIDENTIAL TREATMENT REQUESTED registration requirements and adopt that such Transfer will not violate any applicable laws regulating the terms and provisions Transfer of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interestsecurities. (d) The Except in the case of a Transfer of Units involuntarily by operation of law, the transferor shall provide to the Joint Sales Company and the other Member an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Board of Directors, to the effect that such Transfer will not cause the Joint Sales Company to be relieved deemed to be an "investment company" under the Investment Company Act of its obligations hereunder1940.

Conditions to Permitted Transfers. A Transfer shall will not be treated as a Permitted Transfer under Section 9.2 hereof 10.2 unless and until the following conditions are satisfied: (a) The transferor and transferee shall execute each executes and deliver delivers to the Company such the documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transferthe Transfer and to confirm the transferee's agreement to be bound by this Agreement. The Company shall be reimbursed by the transferor and/or transferee will reimburse the Company for all costs and expenses that it the Company reasonably incurs in connection with such the Transfer. (b) The transferor and transferee shall furnish the Company with the transferee's taxpayer identification number, sufficient information to determine the transferee's initial tax basis in the Interest Units transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest until it has received such information. (c) The transferee transferor, if the Company requests, furnishes opinions of Interests (other thancounsel, with respect which counsel and opinions will be satisfactory to clauses the Company, for each of the following items, to the effect that: (i) The Transfer will not cause the Company to terminate for federal income tax purposes and the Transfer will not cause the application of the rules of Code Sections 168(g)(1)(B) and 168(h) (generally referred to as the "tax exempt entity leasing rules") or similar rules to apply to the Company, Property, or the Members and Unit Holders; (ii) belowEither (A) the Units will be registered under the Securities Act of 1933, a transferee that was a Member prior to as amended, and any applicable state securities laws, or (B) the Transfer) shall, by written instrument in form Transfer is exempt from all applicable registration requirements and substance reasonably satisfactory to the nontransferring Member (Transfer will not violate any applicable laws regulating the Transfer of securities; and, in the case of clause (iii) below, The Transfer will not cause the transferor Member), (i) make representations and warranties Company to be deemed to be an "investment company" under the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions Investment Company Act of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interest1940. (d) The transferor shall not be relieved of its obligations hereunder.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 hereof 10.02 unless and until the following conditions are satisfied: (a) The transferor and transferee shall execute and deliver to the Company Partnership (i) such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company Partnership to effect such TransferTransfer and to confirm the agreement of the transferee to be bound by the provisions of this Article X, and (ii) except in the case of a Transfer to a Wholly Owned Affiliate of a D&B Partner, in the case of the transferee, a confidentiality agreement substantially in the form of the confidentiality agreement attached hereto as Exhibit C (the "Form Confidentiality Agreement"). The Company In addition, unless the requirements of this sentence have been waived by the General Partner, the Partnership shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) The Transfer will not cause the Partnership to terminate for federal income tax purposes, and the transferor shall provide the Partnership an opinion of counsel to such effect. Such counsel and opinion shall be reasonably satisfactory to the General Partner, and the General Partner and the other Partners shall provide to such counsel any information available to the General Partner or to such other Partners, as the case may be, and relevant to such opinion. (c) The transferor and transferee shall furnish the Company Partnership with the transferee's taxpayer identification number, sufficient information to determine the transferee's initial tax basis in the Interest transferredInterests Transferred, and any other information reasonably necessary to permit the Company Partnership to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company Partnership shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest Transferred Interests until it has received such information. (cd) The transferee Such Transfer will be exempt from all applicable registration requirements and will not violate any applicable laws regulating the Transfer of securities, and, except in the case of a Transfer of Interests (other thanto another Partner or to a Wholly Owned Affiliate of any Partner, with respect including the transferor, the transferor shall provide an opinion of counsel to clauses (i) such effect. Such counsel and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance opinion shall be reasonably satisfactory to the nontransferring Member General Partner. (ande) Such Transfer will not cause the Partnership to be deemed to be an "investment company" under the Investment Company Act of 1940, as amended and the transferor shall provide an opinion of counsel to such effect. Such counsel and opinion shall be reasonably satisfactory to the General Partner, and the General Partner and the other Partners shall provide 50 45 to such counsel any information available to the General Partner or to such other Partners, as the case may be, and relevant to such opinion. (f) Except in the case of clause (iii) belowa Transfer to a Wholly Owned Affiliate of a D&B Partner, each Class A Limited Partner and the transferor Member), (i) make representations and warranties transferee of such Class A Limited Partner shall execute certificates substantially similar to the nontransferring Member equivalent to those set forth in Section 6certificates (the "Form Transferor Certificate" and the "Form Transferee Certificate") attached hereto as Exhibit D-1 and Exhibit D-2, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interestrespectively. (d) The transferor shall not be relieved of its obligations hereunder.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 hereof unless and until the following conditions are satisfied: (a) The Except in the case of a Transfer of an Interest at death or involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Company Partnership such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company Partnership to effect such Transfer and to confirm the agreement of the transferee to be bound by the provisions of this Section 9. In any case not described in the preceding sentence, the Transfer shall be confirmed by presentation to the Partnership of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Partnership. The Company In all cases, the Partnership shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) Except in the case of a Transfer at death or involuntarily by operation of law, the Partnership shall have obtained an opinion of counsel that the Transfer would not cause the Partnership to terminate for federal income tax purposes and that such Transfer would not cause the application of the rules of Code Sections 168 (g) (1) (B) and 168 (h) (generally referred to as the “tax exempt entity leasing rules”) or similar rules to apply to the Partnership, Partnership Property, or the Interest Holders. (c) The transferor and transferee shall furnish the Company Partnership with the transferee's ’s taxpayer identification number, sufficient information to determine the transferee's ’s initial tax basis in the Interest transferred, and any other information reasonably necessary to permit the Company Partnership to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company Partnership shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest until it has received such information. (c) The transferee of Interests (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (and, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interest. (d) The transferor shall not be relieved of its obligations hereunder.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 hereof unless and until the Directors have approved such Transfer as set forth in Section 9.2 and the following conditions are satisfied: (a) The Except in the case of a Transfer involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer. The In the case of a Transfer of Units involuntarily by operation of law, the Transfer shall be confirmed by presentation to the Company of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Company. In all cases, the Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) The transferor and transferee shall furnish the Company with the transferee's taxpayer identification number, sufficient information to determine the transferee's initial tax basis in the Interest Units transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest Units until it has received such information. (c) The transferee Except in the case of Interests (other thana Transfer of any Units involuntarily by operation of law, with respect to clauses either (i) such Units shall be registered under the Securities Act, and any applicable state securities laws, or (ii) belowthe transferor shall provide an opinion of counsel, a transferee that was a Member prior to the Transfer) shall, by written instrument in form which opinion and substance counsel shall be reasonably satisfactory to the nontransferring Member (andDirectors, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept effect that such Transfer is exempt from all applicable registration requirements and adopt that such Transfer will not violate any applicable laws regulating the terms and provisions Transfer of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interestsecurities. (d) The Except in the case of a Transfer of Units involuntarily by operation of law, the transferor shall provide an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Directors, to the effect that such Transfer will not cause the Company to be relieved deemed to be an "investment company" under the Investment Company Act of 1940. (e) Unless otherwise approved by the Directors and a 75% majority in interest of the Members, no Transfer of Units shall be made except upon terms which would not, in the opinion of counsel chosen by and mutually acceptable to the Directors and the transferor Member, result in the termination of the Company within the meaning of Section 708 of the Code or cause the application of the rules of Sections 168(g)(1)(B) and 168(h) of the Code or similar rules to apply to the Company. If the immediate Transfer of such Unit would, in the opinion of such counsel, cause a termination within the meaning of Section 708 of the Code, then if, in the opinion of such counsel, the following action would not precipitate such termination, the transferor Member shall be entitled to (or required, as the case may be) (i) immediately Transfer only that portion of its obligations hereunderUnits as may, in the opinion of such counsel, be transferred without causing such a termination and (ii) enter into an agreement to Transfer the remainder of its Units, in one or more Transfers, at the earliest date or dates on which such Transfer or Transfers may be effected without causing such termination. The purchase price for the Units shall be allocated between the immediate Transfer and the deferred Transfer or Transfers pro rata on the basis of the percentage of the aggregate Units being transferred, each portion to be payable when the respective Transfer is consummated, unless otherwise agreed by the parties to the Transfer. In the case of a Transfer by one Member to another Member, the deferred purchase price shall be deposited in an interest-bearing escrow account unless another method of securing the payment thereof is agreed upon by the transferor Member and the transferee Member(s). (f) No notice or request initiating the procedures contemplated by Section 9.3 may be given by any Member after a Dissolution Event has occurred. No Member may sell all or any portion of its Units after a Dissolution Event has occurred. (g) No Person shall Transfer any Unit if, in the determination of the Directors, such Transfer would cause the Company to be treated as a "publicly traded partnership" within the meaning of Section 7704(b) of the Code.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 10.2 hereof unless and until the following conditions are satisfied: (a) The Except in the case of a Transfer involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Company (i) such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer. The In the case of a Transfer of Units involuntarily by operation of law, the Transfer shall be confirmed by presentation to the Company of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Company. In all cases, the Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) The transferor and transferee shall furnish the Company with the transferee's ’s taxpayer identification number, sufficient information to determine the transferee's ’s initial tax basis in the Interest Units transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest Units until it has received such information. (c) The transferee Except in the case of Interests a Transfer of Units involuntarily by operation of law, either (other thana) such Units shall be registered under the Securities Act, with respect to clauses and any applicable state securities laws, or (ib) the transferor provides an opinion of counsel, which opinion and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance counsel shall be reasonably satisfactory to the nontransferring Member (andBoard, in to the case of clause (iii) below, the transferor Member), effect that (i) make representations such Transfer is exempt from Redfield Energy, LLC Second Amended and warranties to the nontransferring Member equivalent to those set forth in Section 6Restated Operating Agreement all applicable registration requirements, (ii) accept and adopt such Transfer will not violate any applicable laws regulating the terms and provisions Transfer of this Agreement, including, without limitation, this Section 9 and Section 11, securities and (iii) assume such Transfer will not cause the obligations Company to become subject to reporting requirements under the applicable provisions of the transferor Member under this Agreement with respect to the transferred InterestSecurities Exchange Act of 1934, as amended. (d) The Except in the case of a Transfer of Units involuntarily by operation of law, the transferor shall provide an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Board, to the effect that such Transfer will not cause the Company to be relieved deemed to be an “investment company” under the Investment Company Act of 1940. (e) Except in the case of a Transfer of Units involuntarily by operation of law, the transferor shall provide an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Board, to the effect that such Transfer will not cause the Company to be deemed to be a “publicly-traded limited partnership” under applicable provisions of the Code. (f) Unless otherwise approved by the Board, no Transfer of Units shall be made except upon terms which would not, in the opinion of counsel chosen by and mutually acceptable to the Board and the transferor Member, result in the termination of the Company within the meaning of Section 708 of the Code or cause the application of the rules of Sections 168(g)(1)(B) and 168(h) of the Code or similar rules to apply to the Company. In determining whether a particular proposed Transfer will result in a termination of the Company, counsel to the Company shall take into account the existence of prior written commitments to Transfer made pursuant to this Agreement and such commitments shall always be given precedence over subsequent proposed Transfers. (g) No notice or request initiating the procedures contemplated by Section 10.3 may be given by any Member after a Dissolution Event has occurred. No Member may Transfer all or any portion of its obligations hereunderUnits after a Dissolution Event has occurred. The Board shall have the authority to waive any legal opinion or other condition required in this Section 10.3.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 hereof unless and until the Class A Directors have approved such Transfer as set forth in Section 9.2 and the following conditions are satisfied: (a) The Except in the case of a Transfer involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer. The In the case of a Transfer of Units involuntarily by operation of law, the Transfer shall be confirmed by presentation to the Company of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Company. In all cases, the Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) The transferor and transferee shall furnish the Company with the transferee's ’s taxpayer identification number, sufficient information to determine the transferee's ’s initial tax basis in the Interest Units transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest Units until it has received such information. (c) The transferee Except in the case of Interests (other thana Transfer of any Units involuntarily by operation of law, with respect to clauses either (i) such Units shall be registered under the Securities Act, and any applicable state securities laws, or (ii) belowthe transferor shall provide an opinion of counsel, a transferee that was a Member prior to the Transfer) shall, by written instrument in form which opinion and substance counsel shall be reasonably satisfactory to the nontransferring Member (andClass A Directors, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept effect that such Transfer is exempt from all applicable registration requirements and adopt that such Transfer will not violate any applicable laws regulating the terms and provisions Transfer of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interestsecurities. (d) The Except in the case of a Transfer of Units involuntarily by operation of law, the transferor shall provide an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Class A Directors, to the effect that such Transfer will not cause the Company to be relieved deemed to be an “investment company” under the Investment Company Act of 1940. (e) Unless otherwise approved by the Class A Directors and a 75% majority in interest of the Members, no Transfer of Units shall be made except upon terms which would not, in the opinion of counsel chosen by and mutually acceptable to the Class A Directors and the transferor Member, result in the termination of the Company within the meaning of Section 708 of the Code or cause the application of the rules of Sections 168(g)(1)(B) and 168(h) of the Code or similar rules to apply to the Company. If the immediate Transfer of such Unit would, in the opinion of such counsel, cause a termination within the meaning of Section 708 of the Code, then if, in the opinion of such counsel, the following action would not precipitate such termination, the transferor Member shall be entitled to (or required, as the case may be) (i) immediately Transfer only that portion of its obligations hereunderUnits as may, in the opinion of such counsel, be transferred without causing such a termination and (ii) enter into an agreement to Transfer the remainder of its Units, in one or more Transfers, at the earliest date or dates on which such Transfer or Transfers may be effected without causing such termination. The purchase price for the Units shall be allocated between the immediate Transfer and the deferred Transfer or Transfers pro rata on the basis of the percentage of the aggregate Units being transferred, each portion to be payable when the respective Transfer is consummated, unless otherwise agreed by the parties to the Transfer. In the case of a Transfer by one Member to another Member, the deferred purchase price shall be deposited in an interest-bearing escrow account unless another method of securing the payment thereof is agreed upon by the transferor Member and the transferee Member(s). (f) No notice or request initiating the procedures contemplated by Section 9.3 may be given by any Member after a Dissolution Event has occurred. No Member may sell all or any portion of its Units after a Dissolution Event has occurred. (g) No Person shall Transfer any Unit if, in the determination of the Class A Directors, such Transfer would cause the Company to be treated as a “publicly traded partnership” within the meaning of Section 7704(b) of the Code. The Class A Directors shall have the authority to waive any legal opinion or other condition required in this Section 9.3 other than the member approval requirement set forth in Section 9.3(e).

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 hereof unless and until the following conditions are satisfied: (a) The Except in the case of a Transfer of Shares at death or involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer and to confirm the agreement of the transferee to be bound by the provisions of this Article IX. In the case of a Transfer of Shares at death or involuntarily by operation of law, the Transfer shall be confirmed by presentation to the Company of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Company. The In all cases, the Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it the Company reasonably incurs in connection with such Transfer. (b) Except in the case of a Transfer at death or involuntarily by operation of law, unless otherwise approved by the Board of Managers, no Transfer of Shares shall be made except upon terms that would not, in the opinion of counsel chosen by and mutually acceptable to the Board of Managers and the transferor Member, result in the termination of the Company within the meaning of Code Section 708 or cause the Company to cease to be classified as a “partnership” for federal income tax purposes. (c) The transferor and transferee shall furnish the Company with the transferee's ’s taxpayer identification number, number and sufficient information to determine the transferee's ’s initial tax basis in the Interest Shares transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest Shares until it has received such information. (cd) The transferee of Interests (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (and, Except in the case of clause a Transfer of Shares at death or involuntarily by operation of law, either (iiia) belowsuch Shares shall be registered under the Securities Act of 1933, as amended, and any applicable state securities laws, or (b) the transferor Member)shall provide an opinion of counsel, (i) make representations which opinion and warranties counsel shall be satisfactory to the nontransferring Member equivalent to those set forth in Section 6Company, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interesteffect that such Transfer is exempt from all applicable registration requirements and that such Transfer will not violate any applicable laws regulating the Transfer of securities. (d) The transferor shall not be relieved of its obligations hereunder.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 10.2 hereof unless and until the following conditions are satisfied: (a) The Except in the case of a Transfer involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Joint Sales Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Joint Sales Company to effect such Transfer. The In the case of a Transfer of Units involuntarily by operation of law, the Transfer shall be confirmed by presentation to the Joint Sales Company of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Joint Sales Company. In all cases, the Joint Sales Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer.. * CONFIDENTIAL TREATMENT REQUESTED 40 (b) The transferor and transferee shall furnish the Joint Sales Company with the transferee's taxpayer identification number, sufficient information to determine the transferee's initial tax basis in the Interest Units transferred, and any other information reasonably necessary to permit the Joint Sales Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Joint Sales Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest Units until it has received such information. (c) The transferee Except in the case of Interests a Transfer of Units involuntarily by operation of law, either (other thana) such Units shall be registered under the Securities Act, with respect to clauses and any applicable state securities laws, or (ib) and (ii) below, a transferee that was a Member prior the transferor shall provide to the Transfer) shallJoint Sales Company and the other Member an opinion of counsel, by written instrument in form which opinion and substance counsel shall be reasonably satisfactory to the nontransferring Member (andBoard of Directors, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept effect that such Transfer is exempt from all applicable registration requirements and adopt that such Transfer will not violate any applicable laws regulating the terms and provisions Transfer of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interestsecurities. (d) The Except in the case of a Transfer of Units involuntarily by operation of law, the transferor shall provide to the Joint Sales Company and the other Member an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Board of Directors, to the effect that such Transfer will not cause the Joint Sales Company to be relieved deemed to be an "investment company" under the Investment Company Act of its obligations hereunder1940.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 11.2 hereof unless and until the following conditions are satisfied: (a) The transferor and transferee shall execute and deliver to the Company (i) such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer. The In all cases, the Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) The transferor and transferee shall furnish the Company with the transferee's taxpayer identification number, sufficient information to determine the transferee's initial tax basis in the Membership Interest transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Membership Interest until it has received such information. (c) The transferee of Interests (other than, with respect Transfer would not cause the Company to clauses be (i) and treated as a "publicly traded partnership" within the meaning of Code Section 7704 or (ii) below, classified as a transferee that was a Member prior to corporation for state income tax purposes within the Transfermeaning of Code Section 7701(a) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (and, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interestor any similar state tax provision. (d) The transferor Unless otherwise approved by all the Members, no Transfer of a Membership Interest shall be made except upon terms which would not, in the opinion of counsel chosen by and mutually acceptable to all the Members, result in the termination of the Company within the meaning of Section 708 of the Code or cause the application of the rules of Sections 168(f)(5) and 168(i)(7) of the Code or similar rules to apply to the Company. (e) No notice or request initiating the procedures contemplated by Section 11.4 may be given by any Member, while any notice, purchase or Transfer is pending under Section 11.4 or Section 12, as the case may be, or after a Dissolution Event has occurred. If any Member is an Adverse Member, the other Members shall not be relieved offered any portion of the Adverse Member's Membership Interest pursuant to Section 11.4, during the period that the Company is pursuing any remedy specified in Section 12.1 with respect to such Member's status as an Adverse Member. No Member may sell any portion of its obligations hereunderMembership Interest pursuant to Section 11.4 during any period that, as provided above, it may not give the notice initiating the procedures contemplated by such Section or thereafter until it has given such notice and otherwise complied with the provisions of such Section.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 10.2 hereof unless and until the following conditions are satisfied: (a) The Except in the case of a Transfer involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Company (i) such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer. The In the case of a Transfer of Units involuntarily by operation of law, the Transfer shall be confirmed by presentation to the Company of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Company. In all cases, the Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) The transferor and transferee shall furnish the Company with the transferee's ’s taxpayer identification number, sufficient information to determine the transferee's ’s initial tax basis in the Interest Units transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest Units until it has received such information. (c) The transferee of Interests (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (and, Except in the case of clause a Transfer of Units involuntarily by operation of law, either (iiia) below, such Units shall be registered under the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11Securities Act, and any applicable state securities laws, or (iiib) assume such Transfer is exempt from all applicable registration requirements and such Transfer will not violate any applicable laws regulating the obligations Transfer of the transferor Member under this Agreement with respect to the transferred Interestsecurities. (d) The transferor Except in the case of a Transfer of Units involuntarily by operation of law, such Transfer will not cause the Company to be deemed to be an “investment company” under the Investment Company Act of 1940. (e) Except in the case of a Transfer of Units involuntarily by operation of law, such Transfer will not cause the Company to be deemed to be a “publicly traded partnership” under applicable provisions of the Code. (f) Unless otherwise approved by the Board, such Transfer of Units shall not result in the termination of the Company within the meaning of Section 708 of the Code or cause the application of the rules of Sections 168(g)(1)(B) and 168(h) of the Code or similar rules to apply to the Company. In determining whether a particular proposed Transfer will result in a termination of the Company, counsel to the Company shall take into account the existence of prior written commitments to Transfer made pursuant to this Agreement and such commitments shall always be relieved given precedence over subsequent proposed Transfers. (g) No notice or request initiating the procedures contemplated by Section 10.3 may be given by any Member after a Dissolution Event has occurred. No Member may Transfer all or any portion of its obligations hereunderUnits after a Dissolution Event has occurred. The Board shall have the authority to waive any legal opinion or other condition required in this Section l0.3.

Conditions to Permitted Transfers. A Transfer of a Membership Interest shall not be treated as a Permitted Transfer under Section 9.2 11.2 hereof unless and until the following conditions are satisfied: (a) The Except in the case of a Transfer of a Membership Interest involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer. The In the case of a Transfer of a Membership Interest involuntarily by operation of law, such Transfer shall be confirmed by presentation to the Company of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Company. In all cases, the Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfera Transfer of a Membership Interest. (b) The transferor and transferee shall furnish the Company with the transferee's ’s taxpayer identification number, sufficient information to determine the transferee's ’s initial tax basis in the Membership Interest transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Membership Interest until it has received such information. (c) The transferee Except in the case of Interests (other thana Transfer of a Membership Interest involuntarily by operation of law, with respect to clauses either (i) a transferred Membership Interest shall be registered under the Securities Act, and any applicable state securities laws, or (ii) belowthe transferor shall provide an opinion of counsel, a transferee that was a Member prior to the Transfer) shall, by written instrument in form which opinion and substance counsel shall be reasonably satisfactory to the nontransferring Member (andBoard of Managers, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept effect that such Transfer is exempt from all applicable registration requirements and adopt that such Transfer will not violate any applicable laws regulating the terms and provisions Transfer of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interestsecurities. (d) The Except in the case of a Transfer of a Membership Interest involuntarily by operation of law, the transferor shall provide an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Board of Managers, to the effect that such Transfer will not cause the Company to be relieved deemed to be an “investment company” under the Investment Company Act of its obligations hereunder1940.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 hereof unless and until the following conditions are satisfied: (a) The Except in the case of a Transfer involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Company Partnership such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company Partnership to effect such Transfer. The Company In the case of a Transfer of an Interest involuntarily by operation of law, the Transfer shall be confirmed by presentation to the Partnership of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Partnership. In all cases, the Partnership shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer.Transfer (including reasonable attorneys' fees and expenses, but excluding the portion of the costs of determining Net Equity that are to be borne by the Partnership as provided in Section 11.2(b)); (b) The transferor and transferee shall furnish the Company with the transferee's taxpayer identification number, sufficient information to determine the transferee's initial tax basis Except in the Interest transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality case of the foregoinga Transfer involuntarily by operation of law, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest until it has received such information. (c) The transferee of Interests an Interest (other than, with respect to clauses (iA) and (iiB) below, a transferee that was a Member Partner prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member Partnership Board (and, in the case of clause (iiiC) below, the transferor MemberPartner), (iA) make representations and warranties to the nontransferring Member Partners equivalent to those set forth in Section 69.1, (iiB) accept and adopt the terms and provisions of this Agreement, including, without limitation, including this Section 9 and Section 1112, and (iiiC) assume the obligations of the transferor Member Partner under this Agreement with respect to the transferred Transferred Interest. (d) . The transferor Partner shall not be relieved released from all such assumed obligations except (x) as otherwise provided in Section 6 in the case of a Transfer to a Controlled Affiliate, (y) those obligations or liabilities of the transferor Partner arising out of a breach of this Agreement or pursuant to Section 5.4 or 6.6 and (z) in the case of a Transfer to any Person other than a Partner or any of its Controlled Affiliates, those obligations hereunder.or liabilities of the transferor Partner based on events occurring, arising or maturing prior to the date of Transfer;

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 10.2 hereof unless and until the following conditions are satisfied: (a) The Except in the case of a Transfer involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Company (i) such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer. The In the case of a Transfer of Units involuntarily by operation of law, the Transfer shall be confirmed by presentation to the Company of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Company. In all cases, the Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) The transferor and transferee shall furnish the Company with the transferee's ’s taxpayer identification number, sufficient information to determine the transferee's ’s initial tax basis in the Interest Units transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest Units until it has received such information. (c) The transferee of Interests (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (and, Except in the case of clause a Transfer of Units involuntarily by operation of law, either (iiia) belowsuch Units shall be registered under the Securities Act, and any applicable state securities laws, or (b) such Transfer shall be exempt from all applicable registration requirements and will not violate any applicable laws regulating the transferor Member)Transfer of securities, (i) make representations and warranties in the opinion of counsel to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred InterestCompany. (d) The Except in the case of a Transfer of Units involuntarily by operation of law, such Transfer will not cause the Company to be deemed to be an “investment company” under the Investment Company Act of 1940, in the opinion of counsel to the Company. (e) Except in the case of a Transfer of Units involuntarily by operation of law, such Transfer will not cause the Company to be deemed to be a “publicly-traded partnership” under applicable provisions of the Code, in the opinion of counsel to the Company. (f) Unless otherwise approved by the Board, no Transfer of Units shall be made except upon terms which would not, in the opinion of counsel chosen by and mutually acceptable to the Board and the transferor Member, result in the termination of the Company within the meaning of Section 708 of the Code or cause the application of the rules of Sections 168(g)(1)(B) and 168(h) of the Code or similar rules to apply to the Company. In determining whether a particular proposed Transfer will result in a termination of the Company, counsel to the Company shall not take into account the existence of prior written commitments to Transfer made pursuant to this Agreement and such commitments shall always be relieved given precedence over subsequent proposed Transfers. (g) No notice or request initiating the procedures contemplated by Section 10.3 may be given by any Member after a Dissolution Event has occurred. No Member may Transfer all or any portion of its obligations hereunderUnits after a Dissolution Event has occurred. The Board shall have the authority to waive any legal opinion or other condition required in this Section10.3.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 10.2 hereof unless and until the following conditions are satisfied: (a) The Except in the case of a Transfer of a Person's Units in the Company at death or involuntarily by operation of law, the transferor and transferee Transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer and to confirm the agreement of the Transferee to be bound by the provisions of this Agreement. In the case of a Transfer of a Person's Units in the Company at death or involuntarily by operation of law, the Transfer shall be confirmed by presentation to the Company of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Company. The In all cases, the Company shall be reimbursed by the transferor and/or transferee Transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) Except in the case of a Transfer at death or involuntarily by operation of law, the transferor shall furnish to the Company an opinion of counsel, which counsel and opinion shall be satisfactory to the Company, that the Transfer will not cause the Company to terminate for federal income tax purposes or under the Act and that such Transfer will not cause the application of the rules of Code Sections 174(g)(1)(B) and 174(h) (generally referred to as the "tax-exempt entity leasing rules") or similar rules to apply to the Company, Company Property, or the Members. (c) The transferor and transferee Transferee shall furnish the Company with the transfereeTransferee's taxpayer identification number, sufficient information to determine the transfereeTransferee's initial tax basis in the Interest transferredinterests in the Company being Transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest Transfer until it has received such information. (cd) Except in the case of a Transfer of a Person's Units in the Company at death or involuntarily by operation of law, either (1) Such a Person's Units in the Company shall be registered under the Securities Act of 1933, as amended, and any applicable state securities laws, or (2) The transferee transferor shall provide an opinion of Interests (other thancounsel, with respect to clauses (i) which opinion and (ii) below, a transferee that was a Member prior counsel shall be satisfactory to the TransferCompany, to the effect that such Transfer is exempt from all applicable registration requirements and that such Transfer will not violate any applicable laws regulating the Transfer of securities. (e) shallExcept in the case of a Transfer of a Person's Units in the Company at death or involuntarily by operation of law, by written instrument in form the transferor shall provide an opinion of counsel, which opinion and substance counsel shall be reasonably satisfactory to the nontransferring Member (andother Members, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent effect that such Transfer will not cause the Company to those set forth in Section 6, (ii) accept and adopt be deemed to be an "investment company" under the terms and provisions Investment Company Act of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interest1940. (d) The transferor shall not be relieved of its obligations hereunder.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted permitted Transfer under Section 9.2 hereof Sections 11.1 or 11.2 above unless and until the following conditions are satisfied: (a) The transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such TransferTransfer or as may be required by this Agreement. The Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) The transferor and transferee shall furnish the Company with the transferee's ’s taxpayer identification number, sufficient information to determine the transferee's ’s initial tax basis in the Interest transferredUnits Transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest Units Transferred until it has received such information. (c) The transferee Unless otherwise approved by the Management Committee, no Transfer of Interests (other than, with respect to clauses (i) Units shall be made except upon terms and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (andconditions which would not, in the case opinion of clause (iii) below, counsel chosen by and mutually acceptable to the Management Committee and the transferor Member), (i) make representations and warranties to result in the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred InterestCompany being classified as a publicly traded partnership or association taxable as a corporation for federal income tax purposes. (d) The No notice initiating the procedures contemplated by Section 11.3 or 11.4 above may be given by any Member while any notice, purchase or Transfer is pending under Section 11.3 or 11.4 above or ARTICLE XII below, as the case may be, or after a Dissolution Event has occurred. (e) If there are any non-transferring Members, the transferee of Units shall execute and deliver to the Company and to each such non-transferring Member a Joinder Agreement. (f) In the case of a Transfer pursuant to Section 11.2(b) above, the transferor shall not be relieved of its obligations hereunder. (g) Except as set forth in Section 11.2, the Series A2 Preferred Units and Series B Preferred Units shall not be transferable without the consent of the holders of the Series A1 Preferred Units. (h) Notwithstanding Section 11.1 and except as otherwise expressly contemplated by Section 2.3, no Series C Preferred Member may Transfer any of its Series C Preferred Units, other than a Transfer to (i) any other Series C Preferred Member, (ii) any Wholly Owned Affiliate of another Series C Preferred Member, or (iii) any Wholly Owned Affiliate of such Series C Preferred Member. In addition, no Unlicensed Series C Member may Transfer any of its Series C Preferred Units for aggregate consideration (cash or otherwise) in excess of the Series C Face Amount thereof. (i) In the case of a Transfer made while the Option Agreement is in effect, the Company and the transferee shall execute and deliver to the Company and the Series B Preferred Member or Series A2 Preferred Member such documents as reasonably requested by the Series B Preferred Members to comply with Section 8.2(h) of the Option Agreement. (j) Any Transfer shall be subject to approval by the appropriate regulatory authority.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 hereof this Agreement unless and until the following conditions are satisfied: (a) The Except in the case of a Transfer of a Membership Interest at death or involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as the Company and its counsel may be deem necessary or appropriate to effect such Transfer and to confirm the agreement of the transferee to be bound by the provisions of this Agreement including this ARTICLE 13. In any case not described in the opinion preceding sentence, the Transfer shall be confirmed by presentation to the Company of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Company to effect such Transfer. The Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such TransferCompany. (b) The transferor and transferee shall furnish to the Company with the transferee's ’s taxpayer identification number, sufficient information to determine the transferee's ’s initial tax basis in the Membership Interest transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information information, statements or returns. Without limiting the generality of the foregoing, the The Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Membership Interest until it has received such information. (c) The transferee of Interests (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (and, Except in the case of clause (iii) belowa Transfer at death or involuntarily by operation of law, the transferor Member), either (i) make representations such Membership Interest shall be registered under the Securities Act, as amended, and warranties to the nontransferring Member equivalent to those set forth in Section 6any applicable state securities laws, or (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect shall, if required by the Company or its counsel, provide evidence satisfactory to the transferred InterestCompany and its counsel that such Transfer is exempt from all applicable registration requirements and will not violate any applicable laws regulating the Transfer of securities. (d) The transferor shall not be relieved of its obligations hereunderand/or the transferee reimburse the Company for all costs and expenses that it reasonably incurs in connection with such Transfer.

Conditions to Permitted Transfers. A All Transfers are subject to the following conditions: a. If pursuant to the provisions of this Section 6, any Partner (a "TRANSFEROR") shall Transfer its Partnership Interest or any portion thereof to any Person (a "TRANSFEREE"), no such Transfer shall not be treated as made or shall be effective to make such Transferee a Permitted Transfer under Section 9.2 hereof unless and Partner or entitle such Transferee to any benefits or rights hereunder until the following conditions are satisfied: proposed Transferee agrees in writing to (ai) The transferor assume and transferee shall execute be bound by all of the terms and deliver provisions of this Agreement and all of the obligations of the Transferor, and (ii) be subject to all the restrictions to which the Transferor is subject under the terms of this Agreement and any further agreements with respect to the Company such documents and instruments of conveyance Partnership property or as may contemplated by this Agreement to which the Transferor is then subject or is then required to be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer. The Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfera party. (b) b. The transferor Transferor and transferee Transferee shall furnish the Company Partnership with the transfereeTransferee's taxpayer identification number, sufficient information to determine the transfereeTransferee's initial tax basis in the Interest Interests transferred, and any other information reasonably necessary to permit the Company Partnership to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company Partnership shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest Interests until it has received such information. c. Except in accordance with a Transfer in accordance with Section 7, neither any direct or indirect interest in Essaness nor Essaness' Partnership Interest shall be Transferred (cdirectly or indirectly) The transferee to any Person who is a Competitor of Interests (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (and, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred InterestTGI. (d) The transferor shall not be relieved of its obligations hereunder.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 10.2 hereof unless and until approved by the Manager and the following conditions are satisfied: (a) The transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in to effect such Transfer and to confirm the agreement of the transferee to be bound by the provisions of this Article X. (b) The Transfer will not cause the Company to terminate for federal income tax purposes, and the transferor shall provide the Company an opinion of counsel to the Company to effect such Transfereffect. The Company Such counsel and opinion shall be reimbursed by found not unsatisfactory to the transferor and/or transferee for all costs and expenses that it reasonably incurs Manager in connection with such TransferManager’s sole judgment. (bc) The transferor and transferee shall furnish the Company with the transferee's taxpayer identification number, sufficient information to determine the transferee's initial tax basis in the Interest transferredTransferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Operating Agreement with respect to any transferred Transferred Interest until it has received such information. (cd) The transferee Such Transfer will be exempt from all applicable registration requirements and will not violate any applicable laws regulating the Transfer of Interests (other thansecurities, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (and, except in the case of clause (iii) belowa Transfer of an Interest to another Member or to a Wholly-Owned Affiliate of any Member, including the transferor, the transferor Member), (i) make representations shall provide an opinion of counsel to such effect. Such counsel and warranties opinion shall be found not unsatisfactory to the nontransferring Member equivalent to those set forth Manager in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred InterestManager’s sole judgment. (de) The Such Transfer will not cause the Company to be deemed to be an "investment company" under the Investment Company Act of 1940, as amended and the transferor shall provide an opinion of counsel to such effect. Such counsel and opinion shall be found not be relieved of its obligations hereunderunsatisfactory to the Manager in Manager’s sole judgment.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 hereof unless and until the following conditions are satisfied: (a) The Except in the case of a Transfer involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Company Partnership such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company Partnership to effect such Transfer. The Company In the case of a Transfer of Interests involuntarily by operation of law, the Transfer shall be confirmed by presentation to the Partnership of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Partnership. In all cases, the Partnership shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer.Transfer (including reasonable attorneys' fees and expenses); (b) The transferor and transferee shall furnish the Company with the transferee's taxpayer identification number, sufficient information to determine the transferee's initial tax basis Except in the Interest transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality case of the foregoinga Transfer involuntarily by operation of law, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest until it has received such information. (c) The transferee of Interests an Interest (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member Partner prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member non-transferor Partner (and, in the case of clause (iii) below, the transferor MemberPartner), (i) make representations and warranties to the nontransferring Member non-transferor Partner equivalent to those set forth in Section 69.1, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, including this Section 9 and Section 1113, and (iii) assume the obligations of the transferor Member Partner under this Agreement with respect to the transferred Transferred Interest.. The transferor Partner shall be released from all such assumed obligations except (i) as otherwise provided in Section 6 in the case of a Transfer to a Controlled Affiliate, (ii) those obligations or liabilities of the transferor (c) Except in the case of a Transfer involuntarily by operation of law, the transferor of any Interest and its Affiliates will be obligated to sell to the transferee, and the transferee will be obligated to buy from the transferor and its Affiliates, a percentage of the Partner Loans (if any) held directly or indirectly by the transferor or an Affiliate thereof equal to the percentage of the transferor's Interest being Transferred to the transferee. If the transferee is a Partner or a Controlled Affiliate thereof, the terms of such purchase will be as provided in Section 2.6. In connection with any such purchase of Partner Loans, the transferee shall surrender to the Partnership the promissory note or notes evidencing such Partner Loans in exchange for the issuance by the Partnership of a new promissory note made payable to the order of the transferee in a principal amount equal to the outstanding balance of such Partner Loans and otherwise having the same terms as the promissory note surrendered therefor; (d) The Except in the case of a Transfer involuntarily by operation of law, the transferor of any Interest and its Affiliates will be obligated to sell to the transferee, and the transferee will be obligated to buy from the transferor and its Affiliates, a percentage of the Special Interests (if any) held directly or indirectly by the transferor or an Affiliate thereof equal to the percentage of the transferor's Interest being Transferred to the transferee. If the transferee is a Partner or a Controlled Affiliate thereof, the purchase price of such Special Interests shall not be relieved the Net Equity thereof. (e) Except in the case of a Transfer involuntarily by operation of law, the transferor of any Interest and its obligations hereunder.Affiliates will be obligated to sell to the transferee, and the transferee will be obligated to buy from the transferor and its Affiliates, a percentage of the LeasingCo Interests (if any) held directly or indirectly by the transferor or an Affiliate thereof equal to the percentage of the transferor's Interest being Transferred to the transferee. If the transferee is a Partner or a Controlled Affiliate thereof, the purchase price of such LeasingCo Interests shall be the "Net Equity" thereof (determined as provided in Section 12.3 as if all references therein and in any defined term used therein to the Partnership were deemed references to LeasingCo and all references to Section 15 contained therein were deemed references to the corresponding provisions of the Agreement of Limited Partnership of LeasingCo); (f) Except in the case of a Transfer involuntarily by operation of law, if required by the non-transferor Partner, the transferee shall deliver to the Partnership an opinion, satisfactory in form and substance to the non-transferor Partner, of counsel reasonably satisfactory to the non-transferor Partner to the effect that the Transfer of the Interest is in compliance with applicable state and Federal securities laws;

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 10.2 hereof unless and until the Directors have approved such Transfer as set forth in Section 10.2 and the following conditions are satisfied: (a) The Except in the case of a Transfer involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Company (i) such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer. The In the case of a Transfer of Units involuntarily by operation of law, the Transfer shall be confirmed by presentation to the Company of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Company. In all cases, the Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer.. BADGER STATE ETHANOL, LLC OPERATING AGREEMENT (b) The transferor and transferee shall furnish the Company with the transferee's taxpayer identification number, sufficient information to determine the transferee's initial tax basis in the Interest Units transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest Units until it has received such information. (c) The transferee Except in the case of Interests a Transfer of any Units involuntarily by operation of law, either (other thana) such Units shall be registered under the Securities Act, with respect to clauses and any applicable state securities laws, or (ib) the transferor shall provide an opinion of counsel, which opinion and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance counsel shall be reasonably satisfactory to the nontransferring Member (andDirectors, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept effect that such Transfer is exempt from all applicable registration requirements and adopt that such Transfer will not violate any applicable laws regulating the terms and provisions Transfer of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interestsecurities. (d) The Except in the case of a Transfer of Units involuntarily by operation of law, the transferor shall provide an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Directors, to the effect that such Transfer will not cause the Company to be relieved deemed to be an "investment company" under the Investment Company Act of 1940. (e) Unless otherwise approved by the Directors and a 75% majority in interest of the Members, no Transfer of Units shall be made except upon terms which would not, in the opinion of counsel chosen by and mutually acceptable to the Directors and the transferor Member, result in the termination of the Company within the meaning of Section 708 of the Code or cause the application of the rules of Sections 168(g)(1)(B) and 168(h) of the Code or similar rules to apply to the Company. If the immediate Transfer of such Unit would, in the opinion of such counsel, cause a termination within the meaning of Section 708 of the Code, then if, in the opinion of such counsel, the following action would not precipitate such termination, the transferor Member shall be entitled (or required, as the case may be) (i) immediately to Transfer only that portion of its obligations hereunderUnits as may, in the opinion of such counsel, be transferred without causing such a termination and (ii) to enter into an agreement to Transfer the remainder of its Units, in one or more Transfers, at the earliest date or dates on which such Transfer or Transfers may be effected without causing such termination. The purchase price for the Units shall be allocated between the immediate Transfer and the deferred Transfer or Transfers pro rata on the basis of the percentage of the aggregate Units being transferred, each portion to be payable when the respective Transfer is consummated, unless otherwise agreed by the parties to the Transfer. In the case of a Transfer by one Member to another Member, the deferred purchase price shall be deposited in an interest-bearing escrow account unless another method of securing the payment thereof is agreed upon by the transferor Member and the transferee Member(s). In determining whether a particular proposed Transfer will result in a termination of the Company, counsel to the Company shall take into account the existence of prior written commitments to BADGER STATE ETHANOL, LLC OPERATING AGREEMENT Transfer made pursuant to this Agreement and such commitments shall always be given precedence over subsequent proposed Transfers. (f) No notice or request initiating the procedures contemplated by Section 10.3 may be given by any Member after a Dissolution Event has occurred. No Member may sell all or any portion of its Units after a Dissolution Event has occurred. (g) No Person shall Transfer any Unit if, in the determination of the Directors, such Transfer would cause the Company to be treated as a "publicly traded partnership" within the meaning of Section 7704(b) of the Code. The Directors shall have the authority to waive any legal opinion or other condition required in this Section 10.3 other than the member approval requirement set forth in Section 10.3(e).

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 10.02 hereof unless and until the following conditions are satisfied: (a) The transferor and transferee shall execute and deliver to the Company Partnership (i) such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company Partnership to effect such TransferTransfer and to confirm the agreement of the transferee to be bound by the provisions of this Article X, and (ii) except in the case of a Transfer to a Wholly Owned Affiliate of an IMS Health Partner, in the case of the transferee, a confidentiality agreement substantially in the form of the confidentiality agreement attached hereto as Exhibit B (the “Form Confidentiality Agreement”). The Company In addition, unless the requirements of this sentence have been waived by the General Partner, the Partnership shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) The Transfer will not cause the Partnership to terminate for federal income tax purposes, and the transferor shall provide the Partnership an opinion of counsel to such effect. Such counsel and opinion shall be reasonably satisfactory to the General Partner, and the General Partner and the other Partners shall provide to such counsel any information available to the General Partner or to such other Partners, as the case may be, and relevant to such opinion. (c) The transferor and transferee shall furnish the Company Partnership with the transferee's ’s taxpayer identification number, sufficient information to determine the transferee's ’s initial tax basis in the Interest transferredInterests Transferred, and any other information reasonably necessary to permit the Company Partnership to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company Partnership shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest Transferred Interests until it has received such information. (cd) The transferee Such Transfer will be exempt from all applicable registration requirements and will not violate any applicable laws regulating the Transfer of securities, and, except in the case of a Transfer of Interests (other thanto another Partner or to a Wholly Owned Affiliate of any Partner, with respect including the transferor, the transferor shall provide an opinion of counsel to clauses (i) such effect. Such counsel and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance opinion shall be reasonably satisfactory to the nontransferring Member General Partner. (ande) Such Transfer will not cause the Partnership to be deemed to be an “investment company” under the Investment Company Act of 1940, as amended and the transferor shall provide an opinion of counsel to such effect. Such counsel and opinion shall be reasonably satisfactory to the General Partner, and the General Partner and the other Partners shall provide to such counsel any information available to the General Partner or to such other Partners, as the case may be, and relevant to such opinion. (f) Except in the case of clause (iii) belowa Transfer to a Wholly Owned Affiliate of an IMS Health Partner, each Class A Limited Partner and the transferor Member), (i) make representations and warranties transferee of such Class A Limited Partner shall execute certificates substantially similar to the nontransferring Member equivalent to those set forth in Section 6certificates (the “Form Transferor Certificate” and the “Form Transferee Certificate”) attached hereto as Exhibit C-1 and Exhibit C-2, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interestrespectively. (d) The transferor shall not be relieved of its obligations hereunder.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 hereof unless and until the following conditions are satisfied: (a) The transferor In the event a Member transfers full and transferee shall execute and deliver to the Company complete ownership of all or part of its Membership Interest (whether such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer. The Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) The transferor and transferee shall furnish the Company transfer is accomplished with the transferee's taxpayer identification number, sufficient information to determine the transferee's initial tax basis in the Interest transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality written consent of the foregoingMembers pursuant to Section 12.01 hereof or is a Permitted Transfer), the Company shall not continue and, except in the case of a transfer contemplated by subparagraph (b) of this Section 12.08, the transferee of such Membership Interest, upon compliance with the procedures set forth in the immediately following sentence, shall be required admitted to make any distribution otherwise provided for in the Company as a Member under the terms of this Agreement with respect the same rights and obligations to any transferred Interest until it has received such information. (c) The transferee participate in the management of Interests (other thanthe Company, the same rights in and to all distributions made by the Company, in liquidation or otherwise, and the same share of the Company's profits and losses for both financial accounting and income tax purposes as the transferring Member had with respect to clauses the transferred Membership Interest. The procedures, referred to in the immediately preceding sentence, with which a transferee must comply in order to be admitted to the Company as a Member, are as follows: (i) and (ii) below, the transferor Member must have executed a transferee that was a Member prior to the Transfer) shall, by written instrument of transfer of such Membership Interest in form and substance reasonably satisfactory to the nontransferring Member (and, in the case Board of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, Directors; (ii) accept the transferee must have executed a written agreement, in form and adopt substance satisfactory to the terms Board of Directors, to assume all of the duties and provisions of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement and to be bound by and subject to all of the terms and conditions of this Agreement; (iii) the transferor Member and the transferee must have executed a written agreement, in form and substance satisfactory to the Board of Directors, to indemnify and hold the Company and the Board of Directors harmless from and against any loss or liability arising out of the transfer; (iv) upon request by the Board of Directors, the transferor must have delivered to the Company a written opinion of counsel for the Company or of other counsel reasonably satisfactory to the Board of Directors (which opinion shall be obtained at the expense of the transferor) that such transfer will not result in (a) a violation of applicable law or this Agreement, (b) the Company being classified as an association taxable as a corporation, or (c) the Company being deemed terminated pursuant to Code Section 708 or any comparable future section of the Code; and (v) unless otherwise waived by the Board of Directors, the Board of Directors can, in its sole discretion, determine whether and to what extent either the transferor or transferee shall individually be responsible for all the expenses incurred by the Company in connection with the transfer of the Membership Interest and admission of the transferee to the Company. A transferee who does not become a substituted Member shall be treated merely as an assignee of an Economic Interest and will be entitled to receive only that portion of the distributions or allocations to which his transferor would have been entitled with respect to the transferred Interestinterest, and such transferee will not be entitled to vote on any matter and any Voting Interest that the transferor purported to transfer to him will not be considered to be outstanding for any purpose. (db) In the event of a transfer by Xxxxxxxxx of all or a portion of his Economic Interest pursuant to clause (iii) of Section 12.02, the transferee shall merely be an assignee of the Economic Interest so transferred and shall have no right to vote on any matter. The transferor transferee shall not be relieved deemed a Member of its obligations hereunderthe Company. The transferee also shall not be permitted to transfer all or any portion of the Economic Interest transferred to it by Xxxxxxxxx without the prior written consent of all Members unless such transfer is (i) being effected in connection with a transfer by JRH or Xxxxxxxxx of all or a portion of their remaining Membership Interest pursuant to Section 12.03, 12.04, 12.06 or 12.07 hereof and (ii) made in favor of the same transferee to whom JRH or Xxxxxxxxx is transferring all or a portion of his Membership Interest pursuant to any of said Sections. In connection with, and as a condition to, any transfer by Xxxxxxxxx of all or a portion of his Economic Interest pursuant to clause (iii) of Section 12.02, the transferee must execute a written agreement, in form and substance satisfactory to the Board of Directors, acknowledging and agreeing that the Economic Interest so transferred remains subject to all of the terms and conditions of this Agreement including, but not limited to, the right of CTFS or the Company to acquire all or a portion of such Economic Interest pursuant to Sections 12.03, 12.04, 12.06 and 12.07 hereof.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 10.3 hereof unless and until the following conditions are satisfied: (a) The Except in the case of a Transfer involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Company (i) such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer. The In the case of a Transfer of Units involuntarily by operation of law, the Transfer shall be confirmed by presentation to the Company of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Company. In all cases, the Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) The transferor and transferee shall furnish the Company with the transferee's ’s taxpayer identification number, sufficient information to determine the transferee's ’s initial tax basis in the Interest Units transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest Units until it has received such information. (c) The transferee of Interests (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (and, Except in the case of clause a Transfer of Units involuntarily by operation of law, either (iiia) belowsuch Units shall be registered under the Securities Act, and any applicable state securities laws, or (b) such Transfer shall be exempt from all applicable registration requirements and will not violate any applicable laws regulating the transferor Member)Transfer of securities, (i) make representations and warranties in the opinion of counsel to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred InterestCompany. (d) The transferor Except in the case of a Transfer of Units involuntarily by operation of law, such Transfer will not cause the Company to be deemed to be an “investment company” under the Investment Company Act of 1940, in the opinion of counsel to the Company. (e) Except in the case of a Transfer of Units involuntarily by operation of law, such Transfer will not cause the Company to be deemed to be a “publicly-traded partnership” under applicable provisions of the Code, in the opinion of counsel to the Company. (f) Unless otherwise approved by the Board and the non-transferring Member, no Transfer of Units shall not be relieved made except upon terms which would not, in the opinion of counsel chosen by and mutually acceptable to the Board and the non-transferring Member, result in the termination of the Company within the meaning of Section 708 of the Code or cause the application of the rules of Sections 168(g)(1)(B) and 168(h) of the Code or similar rules to apply to the Company. BIG RIVER RESOURCES GXXXXXXX, LLC OPERATING AGREEMENT (g) No notice or request initiating the procedures contemplated by Section 10.4 may be given by any Member after a Dissolution Event has occurred. No Member may Transfer all or any portion of its obligations hereunderUnits after a Dissolution Event has occurred. The Board shall have the authority to waive any legal opinion or other condition required in this Section10.4 upon the written consent of the non-transferring Member.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 hereof unless and until the following conditions are satisfied: (a) The Except in the case of a Transfer involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer. The In the case of a Transfer of Interests involuntarily by operation of law, the Transfer shall be confirmed by presentation to the Company of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Company. In all cases, the Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer.Transfer (including reasonable attorneys' fees and expenses, but excluding the portion of the costs of determining Net Equity that are to be borne by the Company as provided in Section 7.4(d)); (b) Except in the case of a Transfer involuntarily by operation of law, the transferee of an Interest (other than, with respect to clause (A) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the Managing Member (and, in the case of clause (B) below, the transferor Member), (A) accept and adopt the terms and provisions of this Agreement, including this Section 8, and (B) assume the obligations of the transferor Member under this Agreement with respect to the Transferred Interest. The transferor Member shall be released from all such assumed obligations except (x) as otherwise provided in Section 10.7, (y) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement and (z) in the case of a transfer to any Person other than a Member or any of its Controlled Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer; (c) Except in the case of a Transfer involuntarily by operation of law, the transferor and its Affiliates will be obligated to sell to the transferee, and the transferee will be obligated to buy from the transferor and its Affiliates, all Member Loans of the Company held directly or indirectly by the transferor or an Affiliate thereof. If the transferee is a Member or a Controlled Affiliate thereof, the terms of such purchase will include those provided in Section 2.5; (d) Except in the case of a Transfer involuntarily by operation of law, if required by the Managing Member, the transferee shall deliver to the Company an opinion, satisfactory in form and substance to the Managing Member, of counsel reasonably satisfactory to the Managing Member to the effect that the Transfer of the Interest is in compliance with applicable state and federal securities laws; (e) Except in the case of a Transfer involuntarily by operation of law, if required by the Managing Member, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Managing Member reasonably deems necessary or appropriate to effect, and as a condition to, such Transfer, including amendments to the Certificate or any other instrument filed with the State of Delaware or any other state or governmental agency; (f) Unless otherwise approved by the Managing Member, no Transfer of an Interest shall be made except upon terms which would not, in the opinion of counsel chosen by the Managing Member, result in the termination of the Company within the meaning of Section 708 of the Code or cause the application of the rules of Sections 168(g)(1)(B) and 168(h) of the Code or similar rules to apply to the Company. If the immediate Transfer of such Interest would, in the opinion of such counsel, cause a termination within the meaning of Section 708 of the Code, then if, in the opinion of such counsel, the following action would not precipitate such termination, the transferor Member shall be entitled (or required, as the case may be) (i) immediately to Transfer only that portion of its Interest as may, in the opinion of counsel to the Company, be transferred without causing such a termination and (ii) to enter into an agreement to Transfer the remainder of its Interest, in one or more Transfers, at the earliest date or dates on which such Transfer or Transfers may be effected without causing such termination. The purchase price for the Interest shall be allocated between the immediate Transfer and the deferred Transfer or Transfers pro rata on the basis of the percentage of the aggregate Interest being transferred, each portion to be payable when the respective Transfer is consummated, unless otherwise agreed by the parties to the Transfer. In the case of a Transfer by one Member to another Member, the deferred purchase price shall be deposited in an interest-bearing escrow account unless another method of securing the payment thereof is agreed upon by the transferor Member and the transferee Member(s). In determining whether a particular proposed Transfer will result in a termination of the Company, counsel to the Company shall take into account the existence of prior written commitments to Transfer made pursuant to this Agreement and such commitments shall always be given precedence over subsequent proposed Transfers; (g) The transferor or transferee shall furnish the Company with the transferee's taxpayer identification number, sufficient information to determine the transferee's initial tax basis in the Interest transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest until it has received such information.; and (ch) The Except in the case of a Transfer of an Interest involuntarily by operation of law, the transferor and transferee shall provide the Company with an opinion of Interests (other thancounsel, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance which opinion of counsel shall be reasonably satisfactory to the nontransferring Member (andother Members, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent effect that such Transfer will not cause the Company to those set forth in Section 6, (ii) accept become taxable as a corporation for federal income tax purposes. Upon completion of any Permitted Transfer and adopt compliance with the terms and provisions of this AgreementSection 7.3, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations transferee of the transferor Interest (if not already a Member) shall be admitted as a Member under this Agreement with respect to the transferred Interestwithout any further action. (d) The transferor shall not be relieved of its obligations hereunder.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 hereof 11.2 unless and until the following conditions are satisfiedsatisfied or otherwise waived by the Managing Member: (a) The transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company reasonably required to effect such TransferTransfer and to confirm the agreement of the transferee to be bound by the provisions of this Agreement applicable to the relevant Member. The In all cases, the Company shall be reimbursed by the transferor and/or or transferee for all costs and expenses Expenses that it reasonably incurs in connection with such Transfer. (b) Such Transfer shall not cause (i) the Transferred Membership Interest to be owned by more than twenty (20) persons as determined in accordance with Regulations Section 1.7704-1(h) or (ii) Company to otherwise be treated as a PTP. Any purported Transfer of any Membership Interest that does not comply with the conditions set forth in this Section 11.3(b) shall be null and void and of no force or effect whatsoever. (c) In the case of any Transfer of a Class A Limited Membership Interest, the transferee shall represent and agree in a written certification, unless such requirement is waived in writing by Managing Member in its sole discretion, that either (A) it is not, for U.S. federal income tax purposes, a Flow-Through Entity or (B) it is a Flow-Through Entity but, after giving effect to such purchase of the Class A Limited Membership Interest, less than 50% of the value of any beneficial owner’s interest in the Flow-Through Entity is attributable to the Flow-Through Entity’s direct or indirect interest in the Company and no principal purpose in using the Flow-Through Entity to purchase the Class A Limited Membership Interests is to permit there to be more than twenty (20) owners of the transferred Class A Limited Membership Interest or to permit the Company, or any entity of which the Company is a direct or indirect partner, to satisfy the 100-partner limitation set forth in Regulation Section 1.7704-1(h)(1)(ii). (d) The transferor and transferee shall furnish the Company with the transferee's ’s taxpayer identification number, sufficient information to determine the transferee's ’s initial tax basis in the Membership Interest transferredTransferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Transferred Membership Interest until it has received such information. (ce) The transferor and transferee shall make customary representations and warranties concerning the facts and circumstances establishing the basis for the availability of exemptions under the Securities Act and applicable state securities laws and other reasonable assurances of the basis for compliance with any other applicable laws. (f) The transferee shall provide an opinion of Interests (other thancounsel, with respect if reasonably requested by the Managing Member, which counsel and the form and substance of which opinion must be reasonably satisfactory to clauses the Managing Member that (i) the contemplated Transfer to such Person is exempt from registration under the Securities Act and (ii) belowthe contemplated Transfer of such Membership Interest, a transferee that was a Member prior or interest therein, to the Transfersuch Person does not violate any applicable federal law. (g) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (and, in the case of clause (iii) below, the transferor Member), Such transfer shall not (i) make representations and warranties cause the assets of the Company to the nontransferring Member equivalent to those set forth in Section 6be deemed “plan assets” under ERISA, (ii) accept and adopt cause the terms and Company to be subject to the provisions of this Agreement, including, without limitation, this Section 9 and Section 11, ERISA or section 4975 of the Code and (iii) assume result in any “prohibited transaction” under ERISA or the obligations of Code affecting the transferor Member under this Agreement with respect to the transferred InterestCompany. (d) The transferor shall not be relieved of its obligations hereunder.

Conditions to Permitted Transfers. A Transfer shall not be treated as --------------------------------- a Permitted Transfer under Section 9.2 7.3 hereof unless and until the following conditions are satisfied: (a) The Except in the case of a Transfer of Interests at death or involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer and to confirm the agreement of the transferee to be bound by the provisions of this Section 7. In any case not described in the preceding sentence, the Transfer shall be confirmed by presentation to the Company of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Company. The In all cases, the Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) No Member shall assign, convey, sell, encumber, or in any way alienate all or any part of its Interest in the Company: (i) without registration under applicable federal and state securities laws, or unless it delivers an opinion of counsel satisfactory to the Company that registration under such laws is not required; and (ii) if the Interest to be sold or exchanged, when added to the total of all other Interests sold or exchanged, when added to the total of all other Interests sold or exchanged in the preceding twelve (12) consecutive months prior thereto, would result in the opinion of counsel to the Company in the termination of the Company under Section 708 of the code. (c) The transferor and transferee shall furnish the Company Partnership with the transferee's taxpayer identification number, sufficient information to determine the transferee's initial tax basis in the Interest Interests transferred, and any other information reasonably necessary to permit the Company Partnership to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company Partnership shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest Interests until it has received such information. (c) The transferee of Interests (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (and, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interest. (d) The transferor shall not be relieved of its obligations hereunder.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 7.2 hereof unless and until the following conditions are satisfiedsatisfied or waived by the Managing Member: (a) The Except in the case of a Transfer of a Company Interest at death or involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer and to confirm the agreement of the transferee to be bound by the provisions of this Section 7. In the case of a Transfer of a Company Interest at death or involuntarily by operation of law, the Transfer shall be confirmed by presentation to the Company of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Company. The In all cases, the Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) The transferor and transferee shall furnish the Company with the transferee's taxpayer identification number, sufficient information to determine the transferee's ’s initial tax basis in the Company Interest transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Company Interest until it has received such information. (c) The transferee Except in the case of Interests (other thana Transfer of a Company Interest at death or involuntarily by operation of law, with respect the transferor shall provide an opinion of counsel, which opinion and counsel shall be satisfactory to clauses the Company, to the effect that (i) such Transfer is exempt from all applicable registration requirements, including the Securities Act of 1933, as amended, and any applicable state securities laws, and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (and, such Transfer will not result in the case Company being deemed an investment company within the meaning of clause the Investment Company Act of 1940, (iii) below, such Transfer will not result in the transferor Member), (i) make representations and warranties Company or any person providing services to the nontransferring Member equivalent Company becoming subject to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11the Investment Adviser’s Act of 1940, and (iiiiv) assume such Transfer will not violate any applicable laws regulating the obligations Transfer of the transferor Member under this Agreement with respect to the transferred Interestsecurities. (d) The transferor shall not be relieved comply with the provisions of its obligations hereunderSection 7.8 and 7.11 hereof.

Conditions to Permitted Transfers. A Transfer of Interests shall not be treated as a Permitted Transfer under Section 9.2 hereof 10.02(a), (b), (c), (d) or (e) unless and until the following conditions are satisfied: (a) The transferor and transferee shall execute and deliver to the Company Partnership such documents and instruments of conveyance as may be necessary or appropriate in the reasonable opinion of counsel to the Company Partnership to effect such TransferTransfer and to confirm the agreement of the transferee to be bound by the provisions of this Agreement, the Exchange Agreement and the Lock-up Agreements (as defined in the Exchange Agreement). The Company In all cases, the Partnership shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) Unless the Managing General Partner has waived the requirements of this Section 10.03(b) with respect to a Transfer by Price LP, the transferor shall furnish to the Partnership an opinion of counsel, which counsel and opinion shall be reasonably satisfactory to the Managing General Partner that the Transfer will not cause the Partnership to terminate for federal income tax purposes; PROVIDED, however, that Price LP shall not be required to furnish such opinion if the Partnership termination results from (i) an Exchange, (ii) a Permitted Transfer (but only if such Permitted Transfer and all other Permitted Transfers pursuant to Section 10.02(e) occur in the same Allocation Year), or (iii) a Transfer to a pledgee or other third party pursuant to Section 10.02(d). (c) The transferor and transferee shall furnish the Company Partnership with the transferee's taxpayer identification number, sufficient information to determine the transferee's initial tax basis in the Interest Interests transferred, and any other information reasonably necessary to permit the Company Partnership to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company Partnership shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Transferred Interest until it has received such information. (c) The transferee of Interests (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (and, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interest. (d) The transferor shall provide an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Partnership, to the effect that such Transfer is exempt from all applicable registration requirements and that such Transfer will not be relieved violate any applicable laws regulating the Transfer of its obligations hereundersecurities.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 10.2 hereof unless and until the following conditions are satisfied: (a) The Except in the case of a Transfer involuntarily by operation of law, the transferor and transferee (i) shall execute and deliver to the Company Partnership such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company Partnership to effect such Transfer and to confirm the agreement of the transferee to be bound by the provisions of this Article X, and (ii) will comply with the requirements of Code Section 60501. In the case of a Transfer of Interest involuntarily by operation of law, the Transfer 'shall be confirmed by presentation to the Partnership of legal evidence of such Transfer, in form and-substance satisfactory to counsel to the Partnership. The Company In addition, unless the requirements of this sentence have been waived by the General Partner, the Partnership shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) The transferor and transferee shall furnish the Company Partnership with the transferee's taxpayer identification number, sufficient information to determine the transferee's initial tax basis in the Interest transferred, and any other information reasonably necessary to permit the Company Partnership to file all required federal and state required-tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company Partnership shall 'not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest until it has received such information. (c) The transferee Such Transfer will be exempt from all applicable registration requirements and will not violate any applicable laws regulating the transfer of Interests (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (securities and, except in the case of clause (iii) belowa Transfer of an Interest to another Partner or to an Affiliate of any Partner or involuntarily by operation of law, the transferor Member)shall provide an opinion of counsel to such effect, (i) make representations unless the Partners unanimously agree to waive the requirement that such opinion be provided. Such opinion and warranties counsel shall be reasonably satisfactory to all the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred InterestPartners. (d) The Transfer will not cause the Partnership to be deemed to be an "investment company" under the Investment Company Act of 1940, as amended, and, except in the case of a Transfer of an Interest involuntarily by operation of law, the transferor shall provide an opinion of counsel to such effect, unless the Partners unanimously agree to waive the requirement that such opinion be provided. Such opinion and counsel shall be reasonably satisfactory to all the Partners. (e) Except in the case of a Transfer of an Interest involuntarily by operation of law, if the transferor is a General Partner, the transferor and transferee shall provide the Partnership with an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Limited Partner, to the effect that such Transfer will not be relieved of its obligations hereundercause the Partnership to become taxable as a corporation for United States federal income tax purposes.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 hereof unless and until the Directors have approved such Transfer as set forth in Section 9.2 and the following conditions are satisfied: (a) The Except in the case of a Transfer involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer. The In the case of a Transfer of Units involuntarily by operation of law, the Transfer shall be confirmed by presentation to the Company of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Company. In all cases, the Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) The transferor and transferee shall furnish the Company with the transferee's ’s taxpayer identification number, sufficient information to determine the transferee's ’s initial tax basis in the Interest Units transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest Units until it has received such information. (c) The transferee Except in the case of Interests (other thana Transfer of any Units involuntarily by operation of law, with respect to clauses either (i) such Units shall be registered under the Securities Act, and any applicable state securities laws, or (ii) belowthe transferor shall provide an opinion of counsel, a transferee that was a Member prior to the Transfer) shall, by written instrument in form which opinion and substance counsel shall be reasonably satisfactory to the nontransferring Member (andDirectors, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept effect that such Transfer is exempt from all applicable registration requirements and adopt that such Transfer will not violate any applicable laws regulating the terms and provisions Transfer of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interestsecurities. (d) The Except in the case of a Transfer of Units involuntarily by operation of law, the transferor shall provide an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Directors, to the effect that such Transfer will not cause the Company to be relieved deemed to be an “investment company” under the Investment Company Act of 1940. (e) Unless otherwise approved by the Directors and a 75% majority in interest of the Members, no Transfer of Units shall be made except upon terms which would not, in the opinion of counsel chosen by and mutually acceptable to the Directors and the transferor Member, result in the termination of the Company within the meaning of Section 708 of the Code or cause the application of the rules of Sections 168(g)(1)(B) and 168(h) of the Code or similar rules to apply to the Company. If the immediate Transfer of such Unit would, in the opinion of such counsel, cause a termination within the meaning of Section 708 of the Code, then if, in the opinion of such counsel, the following action would not precipitate such termination, the transferor Member shall be entitled to (or required, as the case may be) (i) immediately Transfer only that portion of its obligations hereunderUnits as may, in the opinion of such counsel, be transferred without causing such a termination and (ii) enter into an agreement to Transfer the remainder of its Units, in one or more Transfers, at the earliest date or dates on which such Transfer or Transfers may be effected without causing such termination. The purchase price for the Units shall be allocated between the immediate Transfer and the deferred Transfer or Transfers pro rata on the basis of the percentage of the aggregate Units being transferred, each portion to be payable when the respective Transfer is consummated, unless otherwise agreed by the parties to the Transfer. In the case of a Transfer by one Member to another Member, the deferred purchase price shall be deposited in an interest-bearing escrow account unless another method of securing the payment thereof is agreed upon by the transferor Member and the transferee Member(s). (f) No notice or request initiating the procedures contemplated by Section 9.3 may be given by any Member after a Dissolution Event has occurred. No Member may sell all or any portion of its Units after a Dissolution Event has occurred. (g) No Person shall Transfer any Unit if, in the determination of the Directors, such Transfer would cause the Company to be treated as a “publicly traded partnership” within the meaning of Section 7704(b) of the Code.

Conditions to Permitted Transfers. A Subject to the provisions of Sections 10.3(d), 11.1 and 11.8, a Transfer shall will not be treated as a Permitted Transfer under Section 9.2 11.3 hereof unless and until the following conditions are satisfied: (ai) The transferor Except in the case of a Transfer involuntarily by operation of law, the Transferor and transferee Transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer. The In the case of a Transfer of Units involuntarily by operation of law, the Transfer shall be confirmed by presentation to the Company of legal evidence of such Transfer, in form and substance satisfactory to the Company. In all cases, except as provided in Section 11.8(b), the Company shall be reimbursed by the transferor and/or transferee Transferor or Transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (bii) The transferor Transferor and transferee Transferee shall furnish the Company with the transferee's Transferee’s taxpayer identification number, sufficient information to determine the transferee's Transferee’s initial tax basis in the Interest Units transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest Units until it has received such information. (ciii) The transferee Except in the case of Interests a Transfer of Units involuntarily by operation of law, unless such Units are registered under the Securities Act and any applicable state securities laws, the Transferor shall provide an opinion of counsel, which opinion and counsel are reasonably satisfactory to the Company, to the effect that such Transfer is exempt from all applicable registration requirements and that such Transfer will not violate any applicable laws regulating the Transfer of securities. (other thaniv) Except in the case of a Transfer of Units involuntarily by operation of law, with respect or as provided under Section 11.8, the Transferor shall provide an opinion of counsel, which opinion and counsel are reasonably satisfactory to clauses the Company, to the effect that (i) such Transfer will not cause the Company to be deemed to be an “investment company” under the Investment Company Act of 1940 and (ii) below, such Transfer will not cause the Company to be deemed to be a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (and, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and “publicly-traded limited partnership” under applicable provisions of this Agreement, including, without limitation, the Code. The Company has the authority to waive any condition required in this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interest11.3. (d) The transferor shall not be relieved of its obligations hereunder.

Conditions to Permitted Transfers. A Transfer of a Membership Interest shall not be treated as a Permitted Transfer under Section 9.2 hereof unless and until the following conditions are satisfied: (a) The Except in the case of a Transfer involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be reasonably necessary or appropriate in the opinion of counsel to the Company to effect such Transfer. The Company In the case of a Transfer of a Membership Interest involuntarily by operation of law, the Transfer shall be reimbursed confirmed by presentation to the Company of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Company. In all cases, the transferor and/or transferee shall reimburse the Company for all costs and expenses that it the Company reasonably incurs in connection with such Transfer. (b) The transferor and transferee shall furnish the Company with the transferee's taxpayer identification number, sufficient information to determine the transferee's initial tax basis in the Interest transferred, number and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Membership Interest until it has received such information. (c) The transferee Except in the case of Interests (other thana Transfer of a Membership Interest involuntarily by operation of law, with respect to clauses either (i) such Membership Interest shall be registered under the Securities Act and any applicable state securities laws or (ii) below, a transferee that was a Member prior to the Transfertransferor shall provide (unless waived by the Management Committee) shall, by written instrument in form an opinion of counsel which opinion and substance counsel shall be reasonably satisfactory to the nontransferring Member (and, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties Management Committee to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept effect that such Transfer is exempt from all applicable registration requirements and adopt that such Transfer will not violate any applicable laws regulating the terms and provisions Transfer of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interestsecurities. (d) Prior to any such transfer, the Transferee shall deliver to each Member a written commitment from such Transferee to be bound by this Agreement and complies with the applicable provisions of Section 9.6. (e) The transferor shall not be relieved Transferee receives the prior written consent of its obligations hereundereach other Member if the transfer would cause the Company to terminate under Section 708(b)(1)(B) of the Code and the Regulations thereunder solely as a result of such Transfer.

Conditions to Permitted Transfers. A Transfer No transfer otherwise permitted by any provisions of this Agreement shall not be treated as a Permitted Transfer under Section 9.2 hereof valid unless and until the following conditions are satisfied:satisfied (any of which may be waived by the Board of Managers in its discretion): (a) The transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer. The Company transfer and confirm the agreement of the transferee to be bound by the provisions of this Agreement; provided, however, that in the case of a transfer of Units at death or involuntarily by operation of law, the transfer shall be reimbursed confirmed by presentation to the transferor and/or transferee for all costs Company of legal evidence of such transfer, in form and expenses that it reasonably incurs in connection with such Transfersubstance satisfactory to counsel of the Company. (b) Except in the case of a transfer of Units at death or involuntarily by operation of law, where no opinion of counsel is required, the transferor shall furnish to the Company an opinion of counsel, which counsel and opinion shall be satisfactory to the Company, to the effect that: (i) The transfer will, or will not, cause the Company’s status as a partnership to terminate for federal income tax purposes under Code Section 708 or cause the Company to be treated as a “publicly traded partnership” within the meaning of Code Section 7704; (ii) The transfer is exempt from all applicable registration requirements and such transfer will not violate any applicable federal and state laws regulating the transfer of securities; and (iii) The transfer will not cause the Company to be deemed to be an “investment company” under the Investment Company Act of 1940. (c) The transferor and transferee shall furnish the Company with the transferee's ’s taxpayer identification number, sufficient information to determine the transferee's ’s initial tax basis in the Interest transferred, Units transferred and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the The Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest Units until it has received such information. (cd) The transferee shall reimburse the Company for all costs and expenses reasonably incurred by the Company in connection with such transfer including legal fees and costs of Interests (other thanthe preparation, with respect to clauses (i) and (ii) belowexecution, a transferee that was a Member prior filing or publishing of any amendment to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (and, in the case Certificate of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of Formation or this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interest. (d) The transferor shall not be relieved of its obligations hereunder.

Conditions to Permitted Transfers. A (a) Notwithstanding the provisions of Section 8.2, a Transfer shall not be treated as a Permitted Transfer under Section 9.2 hereof unless and until the following conditions are satisfied: (ai) The transferor and transferee shall must execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such TransferTransfer and to confirm the agreement of the transferee to be bound by the provisions of this Agreement. The In all cases, the Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (bii) The transferor and transferee shall furnish the Company with the transferee's ’s taxpayer identification number, sufficient information to determine the transferee's initial tax basis in the Interest transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally legally-required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest Units until it has received such information. (ciii) Either (A) such Units shall be registered under the Securities Act of 1933, as amended, and any applicable state securities laws, or (B) the transferor shall provide, upon the Company’s request, an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that such Transfer is exempt from all applicable registration requirements and that such Transfer does not violate any applicable laws regulating the transfer of securities. (iv) The transferor may grant to any transferee of Interests (other thanUnits pursuant to a Permitted Transfer the right to become a substitute Member, with respect to clauses the Units transferred; provided, however, that such assignee or transferee will not become a substitute Member unless and until the admission of such assignee or transferee is consented to in writing by the Board of Managers, whose consent may be withheld by the Board of Managers in its sole and unreviewable discretion, with or without cause, but otherwise must include the approval of any and all disinterested Managers. (iv) All transferees hereunder shall be bound by the terms of this Agreement in the same manner as the transferors and (ii) below, a transferee that was a Member prior any Units so transferred shall continue to be subject to the Transferrestrictions, liabilities and benefits associated therewith. (b) shall, by written instrument Notwithstanding anything else in form and substance reasonably satisfactory to the nontransferring Member (and, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, no Transfer (including, without limitation, this Section 9 and Section 11a Permitted Transfer) may be made if such Transfer would (i) violate any applicable laws or regulations, and (ii) result in the Company being taxable as a corporation, (iii) assume the obligations cause a termination of the transferor Member Company under this Agreement section 708(b)(1)(B) or any other section of the Code, (iv) result in the Company becoming a “publicly traded partnership” within the meaning of sections 469(k)(2) and 7704(b) of the Code, (v) be an event that would constitute a violation or breach (or, with respect the giving of notice or passage of time, would constitute a violation or breach) of any law, regulation, ordinance, agreement or instrument to which the transferred InterestCompany is a party or by which the Company, or any of its properties or assets, is bound or (vi) require the Company to register under the Investment Company Act of 1940, as amended. (dc) The transferor shall Notwithstanding anything to the contrary contained herein, in no event may any Member Transfer their Units to a Person who does not be relieved of meet any suitability standards under the Nevada Commercial Cannabis Laws or who would otherwise jeopardize the Company’s ability, directly or indirectly, to obtain and maintain appropriate licenses and/or operate its obligations hereunderbusiness in compliance with the Nevada Commercial Cannabis Laws (“Suitability Standards”).

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 hereof 11.2 unless and until the following conditions are satisfiedsatisfied or otherwise waived by the Managing Member: (a) The transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company reasonably required to effect such TransferTransfer and to confirm the agreement of the transferee to be bound by the provisions of this Agreement applicable to the relevant Member. The In all cases, the Company shall be reimbursed by the transferor and/or or transferee for all costs and expenses Expenses that it reasonably incurs in connection with such Transfer. (b) Such Transfer shall not cause (i) the Class A Limited Membership Interests and Class B Common Membership Interests (including only the Managing Member for purposes of counting holders of Class B Common Membership Interests), collectively, to be owned by more than fifty (50) persons as determined in accordance with Regulations Section 1.7704-1(h) or (ii) Company to otherwise be treated as a PTP. Any purported Transfer of any Membership Interest that does not comply with the conditions set forth in this Section 11.3(b) shall be null and void and of no force or effect whatsoever. (c) In the case of any Transfer of a Class A Limited Membership Interest, the transferee shall represent and agree in a written certification, unless such requirement is waived in writing by the Managing Member in its sole discretion, that either (A) it is not, for U.S. federal income tax purposes, a Flow-Through Entity or (B) it is a Flow-Through Entity but, (i) after giving effect to such purchase of the Class A Limited Membership Interest, less than 50% of the value of any beneficial owner’s interest in the Flow-Through Entity is attributable to the Flow-Through Entity’s direct or indirect interest in the Company or (ii) a principal purpose in using the Flow-Through Entity to purchase the Class A Limited Membership Interests is not, and at all times will not be, to permit there to be more than fifty (50) owners of the Class A Limited Membership Interests and Class B Common Membership Interests (including only the Managing Member for purposes of counting holders of Class B Common Membership Interests), collectively, or to permit the Company, or any entity of which the Company is a direct or indirect partner, to satisfy the 100-partner limitation set forth in Regulations Section 1.7704-1(h)(1)(ii). (d) The transferor and transferee shall furnish the Company with the transferee's ’s taxpayer identification number, sufficient information to determine the transferee's ’s initial tax basis in the Membership Interest transferredTransferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Transferred Membership Interest until it has received such information. (ce) The transferor and transferee shall make customary representations and warranties concerning the facts and circumstances establishing the basis for the availability of exemptions under the Securities Act and applicable state securities laws and other reasonable assurances of the basis for compliance with any other applicable laws. (f) The transferee shall provide an opinion of Interests (other thancounsel, with respect if reasonably requested by the Managing Member, which counsel and the form and substance of which opinion must be reasonably satisfactory to clauses the Managing Member that (i) the contemplated Transfer to such Person is exempt from registration under the Securities Act and (ii) belowthe contemplated Transfer of such Membership Interest, a transferee that was a Member prior or interest therein, to the Transfersuch Person does not violate any applicable federal law. (g) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (and, in the case of clause (iii) below, the transferor Member), Such transfer shall not (i) make representations and warranties cause the assets of the Company to the nontransferring Member equivalent to those set forth in Section 6be deemed “plan assets” under ERISA, (ii) accept and adopt cause the terms and Company to be subject to the provisions of this Agreement, including, without limitation, this Section 9 and Section 11, ERISA or section 4975 of the Code and (iii) assume result in any “prohibited transaction” under ERISA or the obligations of Code affecting the transferor Member under this Agreement with respect to the transferred InterestCompany. (d) The transferor shall not be relieved of its obligations hereunder.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 hereof unless and until the following conditions are satisfied: (a) The Except in the case of a Transfer involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Company Partnership such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company Partnership to effect such Transfer. The Company In the case of a Transfer of Interests involuntarily by operation of law, the Transfer shall be confirmed by presentation to the Partnership of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Partnership. In all cases, the Partnership shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer.Transfer (including reasonable attorneys' fees and expenses); (b) Except in the case of a Transfer involuntarily by operation of law, the transferee of an Interest (other than, with respect to clauses (i) and (ii) below, a transferee that was a Partner prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the non-transferor Partner (and, in the case of clause (iii) below, the transferor Partner), (i) make representations and warranties to the non-transferor Partner equivalent to those set forth in Section 9.1, (ii) accept and adopt the terms and provisions of this Agreement, including this Section 13, and (iii) assume the obligations of the transferor Partner under this Agreement with respect to the Transferred Interest. The transferor Partner shall be released from all such assumed obligations except (i) as otherwise provided in Section 6 in the case of a Transfer to a Controlled Affiliate, (ii) those obligations or liabilities of the transferor Partner arising out of a breach of this Agreement or pursuant to Section 5.4 or 6.5, (iii) in the case of a Transfer to any Person other than a Partner or any of its Controlled Affiliates, those obligations or liabilities of the transferor Partner based on events occurring, arising or maturing prior to the date of Transfer, and (iv) in the case of a Transfer to any of its Controlled Affiliates, any obligation of the transferor Partner to make any Capital Contribution under this Agreement; (c) Except in the case of a Transfer involuntarily by operation of law, the transferor of any Interest and its Affiliates will be obligated to sell to the transferee, and the transferee will be obligated to buy from the transferor and its Affiliates, a percentage of the Partner Loans (if any) held directly or indirectly by the transferor or an Affiliate thereof equal to the percentage of the transferor's Interest being Transferred to the transferee. If the transferee is a Partner or a Controlled Affiliate thereof, the terms of such purchase will be as provided in Section 2.6. In connection with any such purchase of Partner Loans, the transferee shall surrender to the Partnership the promissory note or notes evidencing such Partner Loans in exchange for the issuance by the Partnership of a new promissory note made payable to the order of the transferee in a principal amount equal to the outstanding balance of such Partner Loans and otherwise having the same terms as the promissory note surrendered therefor; (d) Except in the case of a Transfer involuntarily by operation of law, the transferor of any Interest and its Affiliates will be obligated to sell to the transferee, and the transferee will be obligated to buy from the transferor and its Affiliates, a percentage of the Special Interests (if any) held directly or indirectly by the transferor or an Affiliate thereof equal to the percentage of the transferor's Interest being Transferred to the transferee. If the transferee is a Partner or a Controlled Affiliate thereof, the purchase price of such Special Interests shall be the Net Equity thereof. (e) Except in the case of a Transfer involuntarily by operation of law, the transferor of any Interest and its Affiliates will be obligated to sell to the transferee, and the transferee will be obligated to buy from the transferor and its Affiliates, a percentage of the LeasingCo Interests (if any) held directly or indirectly by the transferor or an Affiliate thereof equal to the percentage of the transferor's Interest being Transferred to the transferee. If the transferee is a Partner or a Controlled Affiliate thereof, the purchase price of such LeasingCo Interests shall be the "Net Equity" thereof (determined as provided in Section 12.3 as if all references therein and in any defined term used therein to the Partnership were deemed references to LeasingCo and all references to Section 15 contained therein were deemed references to the corresponding provisions of the Agreement of Limited Partnership of LeasingCo); (f) Except in the case of a Transfer involuntarily by operation of law, if required by the non-transferor Partner, the transferee shall deliver to the Partnership an opinion, satisfactory in form and substance to the non-transferor Partner, of counsel reasonably satisfactory to the non-transferor Partner to the effect that the Transfer of the Interest is in compliance with applicable state and Federal securities laws; -82- December 12, 1996 (g) Except in the case of a Transfer involuntarily by operation of law, if required by the non-transferor Partner, the transferee (other than a transferee that was a Partner prior to the Transfer) shall deliver to the Partnership evidence of the authority of such Person to become a Partner and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the non- transferor Partner reasonably deems necessary or appropriate to effect, and as a condition to, such Transfer, including amendments to the Certificate or any other instrument filed with the State of Delaware or any other state or Governmental Authority; (h) Unless otherwise agreed to by the Partners, and except for any Transfer pursuant to Section 13.6, or any other Transfer by one Partner to the other Partner, no Transfer of an Interest shall be made except upon terms which would not, in the opinion of counsel chosen by and mutually acceptable to the Partners, result in the termination of the Partnership within the meaning of Code Section 708 or cause the application of the rules of Code Sections 168(g)(1)(B) and 168(h) or similar rules to apply to the Partnership. If the immediate Transfer of such Interest would, in the opinion of such counsel, cause a termination within the meaning of Code Section 708, then if, in the opinion of such counsel, the following action would not precipitate such termination, the transferor Partner shall be entitled (or required, as the case may be) (i) immediately to Transfer only that portion of its Interest as may, in the opinion of counsel to the Partnership, be Transferred without causing such a termination and (ii) to enter into an agreement to Transfer the remainder of its Interest, in one or more Transfers, at the earliest date or dates on which such Transfer or Transfers may be effected without causing such termination. The purchase price for the Interest shall be allocated between the immediate Transfer and the deferred Transfer or Transfers as agreed to by the parties to the Transfer. In determining whether a proposed Transfer will result in a termination of the Partnership, counsel to the Partnership shall take into account the existence of prior written commitments to Transfer made pursuant to this Agreement and such commitments shall always be given precedence over subsequent proposed Transfers. Each Partner agrees that, solely for purposes of this Section 13.3(h), any Transfer of an ownership interest in a Partner that has the same effect as a Transfer of such Partner's Interest for purposes of determining whether the Partnership has been terminated within the meaning of Code Section 708 shall be treated as a Transfer of such Partner's Interest. Each Partner shall notify the Partnership and each other Partner in writing not less than five (5) days prior to any Transfer of an ownership interest in such Partner to which this Section 13.3(h) applies. No Partner shall be deemed to have breached this Section 13.3(h) to the extent that such Partner's failure to comply with the foregoing provisions in connection with a Transfer of an ownership interest in such Partner resulted solely from the failure of any other Partner to comply with the notice obligation set forth in the preceding sentence; (i) The transferor or transferee shall furnish the Company Partnership with the transferee's taxpayer identification number, sufficient information to determine the transferee's initial tax basis in the Interest transferredTransferred, and any other information reasonably necessary to permit the Company Partnership to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company Partnership shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Transferred Interest until it has received such information.; (cj) The If the Parent of a transferee is not the same Person as the Parent of Interests the transferring Partner, then the Parent of the transferee (other than, with respect to clauses (i) and (ii) below, than a transferee that was a Member prior Partner) shall execute and deliver to the Transferother Partner a Parent Undertaking; (k) shallIf CPP ceases to be a Controlled Affiliate of Cox Parent as a result of a Permitted Transaction, by written instrument in form then the new Parent of CPP shall execute and substance reasonably satisfactory deliver a Parent Undertaking to the nontransferring Member Holdings; and (and, l) Except in the case of clause a Transfer involuntarily by operation of law, (iiiA) belowthe Partnership shall have received any consent or approval of the FCC legally required for the consummation of such Transfer, which consent or approval shall be deemed to have been received upon the issuance of any FCC order or ruling, regardless of whether any period for reconsideration has expired or whether any period for seeking judicial review of such FCC action or inaction has expired or whether any such review is pending, (B) no stay or injunction issued by any Governmental Authority shall be in effect that prohibits the consummation of such Transfer, and (C) if the lawful consummation of such Transfer requires that the FCC not have taken any action within an applicable time period to prohibit such Transfer, the transferor Member), (i) make representations FCC shall have failed to take such action within the applicable time period. Upon completion of any Permitted Transfer and warranties to compliance with the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this AgreementSection 13.3, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations transferee of the transferor Member under this Agreement with respect to the transferred InterestInterest (if not already a Partner) shall be admitted as a Partner without any further action. (d) The transferor shall not be relieved of its obligations hereunder.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 hereof unless and until the following conditions are satisfied: (a) The transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer. The Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) The transferor and transferee shall furnish the Company with the transferee's taxpayer identification number, sufficient information to determine the transferee's initial tax basis in the Interest transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest until it has received such information. (c) The transferee of Interests (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member Members (and, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member Members equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interest. (d) The transferor shall not be relieved of its obligations hereunder.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 hereof 14.2 unless and until the following conditions are satisfiedsatisfied or waived by the Board: (a) The Except in the case of a Transfer of a Company Interest pursuant to Section 14.2(a), the transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer and to confirm the agreement of the transferee to be bound by the provisions of this Agreement and assume all the transferor’s obligations hereunder. In the case of a Transfer of a Company Interest involuntarily by operation of law, the Transfer shall be confirmed by presentation to the Company of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Company. The In all cases, the Company shall 37 be reimbursed by the transferor and/or or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) Except in the case of a Transfer involuntarily by operation of law or a Transfer pursuant to Section 14.2(a), the transferor shall furnish to the Company an opinion of counsel, which counsel and opinion shall be satisfactory to the Company, that the Transfer shall not cause the Company to terminate for federal income tax purposes, unless such termination would not result in a Material Adverse Effect to the Company or any Member. (c) The transferor and transferee shall furnish the Company with the transferee's ’s taxpayer identification number, sufficient information to determine the transferee's ’s initial tax basis in the Company Interest transferred, transferred and any other information reasonably necessary to permit requested by the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Company Interest until it has received such information. (cd) The transferee Except in the case of Interests (other thana Transfer of a Company Interest involuntarily by operation of law or a Transfer pursuant to Section 14.2(a), with respect the transferor shall provide an opinion of counsel, which opinion and counsel shall be satisfactory to clauses the Company, to the effect that (i) such Transfer is exempt from all applicable registration requirements, including under the Securities Act of 1933, as amended, and any applicable state securities laws and (ii) below, a transferee that was a Member prior to such Transfer shall not violate any Applicable Laws regulating the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (and, in the case Transfer of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interestsecurities or any other matter. (de) The transferor shall not be relieved comply with the provisions of its obligations hereunderSection 14.13 and Section 14.15.

Conditions to Permitted Transfers. A Transfer Member shall not be treated as entitled to make a Permitted Transfer or a Transfer permitted under Section 9.2 11.1(a) hereof unless and until of all or any portion of its Equity Interests only upon satisfaction of each of the following conditions are satisfiedconditions: (a) The transferor such Transfer does not require the registration or qualification of such Equity Interests pursuant to any applicable federal or state securities laws, rules and transferee regulations; (b) such Transfer does not result in a violation of applicable laws, rules and regulations; (c) if Radio One is making such Permitted Transfer and the Permitted Transferee is an Affiliate of Radio One, the Permitted Transferee receiving such Transfer of Equity Interests shall be required to execute and deliver a joinder to the Company Radio One Change of Control Agreement and the Buy/Sell Agreement in accordance with Section 3.8 of such documents Agreements; (d) if Comcast is making such Permitted Transfer and the Permitted Transferee is an Affiliate of Comcast, the Permitted Transferee receiving such Transfer of Equity Interests shall be required to execute a joinder to the Radio One Change of Control Agreement and the Buy/Sell Agreement in accordance with Section 3.8 of such Agreements; (e) if any Member that is a party to the Buy/Sell Agreement is making such Permitted Transfer, the Person receiving such Transfer of Equity Interests shall be required to execute a joinder to the Buy/Sell Agreement agreeing to be bound as an “Investor” thereunder in accordance with Section 3.8 thereof (except for Comcast, Radio One or any of their respective Affiliates); (f) the Chairman receives written instruments that are in a form and substance satisfactory to the Chairman, as determined in his or her reasonable judgment (including, without limitation, (i) copies of any instruments of conveyance as may Transfer, (ii) such Person’s agreement to be necessary or appropriate bound by this Agreement in the same manner, and subject to the same obligations and restrictions (including without limitation the transfer restrictions set forth in this Article XI) as the Member making such Transfer, including by execution of a Joinder Agreement; provided, however, that no such agreement shall be required if the Person receiving such Transfer is also a Member hereunder, and (iii) if requested by the Chairman, an opinion of counsel to the Company to effect such Transfer. The Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) The transferor and transferee shall furnish the Company with the transferee's taxpayer identification numberPerson, sufficient information to determine the transferee's initial tax basis in the Interest transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest until it has received such information. (c) The transferee of Interests (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory acceptable to the nontransferring Member (andChairman, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those effect that the conditions set forth in Section 6, subsections (iia) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11, and (iiib) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interestabove have been satisfied). (d) The transferor shall not be relieved of its obligations hereunder.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 10.2 hereof unless and until the following conditions are satisfied: (a) The Except in the case of a Transfer involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Company (i) such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer. The In the case of a Transfer of Units involuntarily by operation Of law, the Transfer shall be confirmed by presentation to the Company of legal evidence' of such Transfer, in form and substance satisfactory to counsel to the Company. In all cases, the Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) The transferor and transferee shall furnish the Company with the transferee's taxpayer identification number, sufficient information to determine the transferee's initial tax basis in the Interest Units transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest Units until it has received such information. (c) The transferee Except in the case of Interests a Transfer of Units involuntarily by operation of law, either (other thana) such Units shall be registered under the Securities Act, with respect to clauses and any applicable state securities laws, or (ib) the transferor provides an opinion of counsel, which opinion and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance counsel shall be reasonably satisfactory to the nontransferring Member (andBoard, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept effect that such Transfer is exempt from all applicable registration requirements and adopt that such Transfer will not violate any applicable laws regulating the terms and provisions Transfer of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interestsecurities. (d) The Except in the case of a Transfer of Units involuntarily by operation of law, the transferor shall provide an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Board, to the effect that such Transfer will not cause the Company to be relieved deemed to be an "investment company" under the Investment Company Act of its obligations hereunder1940. (e) Except in the case of a Transfer of Units involuntarily by operation of law, the transferor shall provide an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Board, to the effect that such Transfer will not cause the Company to be deemed to be a "publicly-traded limited partnership" under applicable provisions of the Code. (f) Unless otherwise approved by the Board, no Transfer of Units shall be made except upon terms which would not, in the opinion of counsel chosen by and mutually acceptable to the Board and the transferor Member, result in the termination of the Company within the meaning of Section 708 of the Code or cause the application of the rules of Sections 168(g)(1)(B) and 168(h) of the Code or similar rules to apply to the Company. In determining whether a particular proposed Transfer will result in a termination of the Company, counsel to the Company shall take into account the existence of prior written commitments to Transfer made pursuant to this Agreement and such commitments shall always be given precedence over subsequent proposed Transfers. (g) No notice or request initiating the procedures contemplated by

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 10.2 hereof unless and until the Right of First Refusal provisions under Section 10.4 hereof have been met and the following conditions are satisfied: (a) The Except in the case of a Transfer involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Company (i) such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer. The In the case of a Transfer of Units involuntarily by operation of law, the Transfer shall be confirmed by presentation to the Company of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Company. In all cases, the Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) The transferor and transferee shall furnish the Company with the transferee's ’s taxpayer identification number, sufficient information to determine the transferee's ’s initial tax basis in the Interest Units transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest Units until it has received such information. (c) The transferee of Interests (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (and, Except in the case of clause a Transfer of Units involuntarily by operation of law, either (iiia) belowsuch Units shall be registered under the Securities Act, and any applicable state securities laws, or (b) such Transfer shall be exempt from all applicable registration requirements xlix 4850-8819-3010\6 LP BIOSCIENCES LLC amended and restated operating agreement and will not violate any applicable laws regulating the transferor Member)Transfer of securities, (i) make representations and warranties in the opinion of counsel to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred InterestCompany. (d) The Except in the case of a Transfer of Units involuntarily by operation of law, such Transfer will not cause the Company to be deemed to be an “investment company” under the Investment Company Act of 1940, in the opinion of counsel to the Company. (e) Except in the case of a Transfer of Units involuntarily by operation of law, such Transfer will not cause the Company to be deemed to be a “publicly-traded partnership” under applicable provisions of the Code, in the opinion of counsel to the Company. (f) Unless otherwise approved by the Board, no Transfer of Units shall be made except upon terms which would not, in the opinion of counsel chosen by and mutually acceptable to the Board and the transferor Member, result in the termination of the Company within the meaning of Section 708 of the Code or cause the application of the rules of Sections 168(g)(1)(B) and 168(h) of the Code or similar rules to apply to the Company. In determining whether a particular proposed Transfer will result in a termination of the Company, counsel to the Company shall not take into account the existence of prior written commitments to Transfer made pursuant to this Agreement and such commitments shall always be relieved given precedence over subsequent proposed Transfers. (g) No notice or request initiating the procedures contemplated by Section 10.3 may be given by any Member after a Dissolution Event has occurred. No Member may Transfer all or any portion of its obligations hereunderUnits after a Dissolution Event has occurred. The Board shall have the authority to waive any legal opinion or other condition required in this Section10.3.

Conditions to Permitted Transfers. A Transfer shall not No transfer otherwise permitted by any provisions of this Agreement will be treated as a Permitted Transfer under Section 9.2 hereof valid unless and until the following conditions are satisfied:satisfied (any of which may be waived by the Board of Managers in its discretion): (a) The transferor and transferee shall will execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer. The Company shall transfer and confirm the agreement of the transferee to be reimbursed bound by the transferor and/or transferee for all costs provisions of this Agreement; provided, however, that in the case of a transfer of Units at death or involuntarily by operation of law, the transfer will be confirmed by presentation to the Company of legal evidence of such transfer, in form and expenses that it reasonably incurs in connection with such Transfersubstance satisfactory to counsel of the Company. (b) Except in the case of a transfer of Units at death or involuntarily by operation of law, where no opinion of counsel is required, the transferor will furnish to the Company an opinion of counsel, which counsel and opinion will be satisfactory to the Company, to the effect that: (i) The transfer will not cause the Company to be treated as a “publicly traded partnership” within the meaning of Code Section 7704; (ii) The transfer is exempt from all applicable registration requirements and such transfer will not violate any applicable federal and state laws regulating the transfer of securities; and (iii) The transfer will not cause the Company to be deemed to be an “investment company” under the Investment Company Act of 1940. (c) The transferor and transferee shall will furnish the Company with the transferee's ’s taxpayer identification number, sufficient information to determine the transferee's ’s initial tax basis in the Interest transferred, Units transferred and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the The Company shall will not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest Units until it has received such information. (cd) The transferee of Interests (other than, will reimburse the Company for all costs and expenses reasonably incurred by the Company in connection with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (and, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, such transfer including, without limitation, this Section 9 legal fees and Section 11, and (iii) assume the obligations costs of the transferor Member under this Agreement with respect preparation, execution, filing or publishing of any amendment to the transferred InterestCertificate of Formation or this Agreement. (d) The transferor shall not be relieved of its obligations hereunder.

Conditions to Permitted Transfers. A Except for Transfers pursuant to the Call Option or the Put Option, a Transfer shall not be treated as a Permitted Transfer under Section 9.2 10.2 hereof unless and until the following conditions are satisfied: (a) The transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may reasonably be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer. The Transfer and to confirm the agreement of the transferee to be bound by the provisions of this Article X. In addition, the Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) The transferor and transferee shall furnish the Company with the transferee's ’s taxpayer identification number, sufficient information to determine the transferee's ’s initial tax basis in the Interest transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest until it has received such information. (c) The transferee of Interests (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (and, Except in the case of clause (iii) belowa Transfer to an Affiliate of Ref-Fuel Company or AWP, the transferor Member), (i) make representations successors or transferees of either of them and warranties their transferees shall execute certificates substantially similar to the nontransferring Member equivalent to those set forth in Section 6certificates (the “Form Transferor Certificate” and the “Form Transferee Certificatec”) attached hereto as Exhibit A-l and Exhibit A-2, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interestrespectively. (d) The transferor shall not Immediately following such Transfer, at least one Person other than a state or any political subdivision thereof, will be relieved a Member of its obligations hereunderthe Company owning a capital and profits interest therein.

Conditions to Permitted Transfers. A Transfer of Interests shall not be treated as a Permitted Transfer under Section 9.2 hereof 10.02(a), (b), (c), (d) or (e) unless and until the following conditions are satisfied: (a) The transferor and transferee shall execute and deliver to the Company Partnership such documents and instruments of conveyance as may be necessary or appropriate in the reasonable opinion of counsel to the Company Partnership to effect such TransferTransfer and to confirm the agreement of the transferee to be bound by the provisions of this Agreement, the Exchange Agreement and the Lock-up Agreements (as defined in the Exchange Agreement). The Company In all cases, the Partnership shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) Unless the Managing General Partner has waived the requirements of this Section 10.03(b) with respect to a Transfer by Price LP, the transferor shall furnish to the Partnership an opinion of counsel, which counsel and opinion shall be reasonably satisfactory to the Managing General Partner that the Transfer will not cause the Partnership to terminate for federal income tax purposes; provided, however, that Price LP shall not be required to furnish such opinion if the Partnership termination results from (i) an Exchange, (ii) a Permitted Transfer (but only if such Permitted Transfer and all other Permitted Transfers pursuant to Section 10.02(e) occur in the same Allocation Year), or (iii) a Transfer to a pledgee or other third party pursuant to Section 10.02(d). (c) The transferor and transferee shall furnish the Company Partnership with the transferee's taxpayer identification number, sufficient information to determine the transferee's initial tax basis in the Interest Interests transferred, and any other information reasonably necessary to permit the Company Partnership to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company Partnership shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Transferred Interest until it has received such information. (c) The transferee of Interests (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (and, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interest. (d) The transferor shall provide an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Partnership, to the effect that such Transfer is exempt from all applicable registration requirements and that such Transfer will not be relieved violate any applicable laws regulating the Transfer of its obligations hereundersecurities.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 10.02 hereof unless and until the following conditions are satisfied: (a) The transferor and transferee shall execute and deliver to the Company Partnership (i) such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company Partnership to effect such TransferTransfer and to confirm the agreement of the transferee to be bound by the provisions of this Article X, and (ii) except in the case of a Transfer to a Partner or a Wholly Owned Affiliate of a Partner, in the case of the transferee, a confidentiality agreement substantially in the form of the confidentiality agreement attached hereto as Exhibit B (the “Form Confidentiality Agreement”). The Company In addition, unless the requirements of this sentence have been waived by the General Partner, the Partnership shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) The Transfer will not cause the Partnership to terminate for federal income purposes, and the transferor shall provide the Partnership an opinion of counsel to such effect. Such counsel and opinion shall be reasonably satisfactory to the General Partner, and the General Partner and the other Partners shall provide to such counsel any information available to the General Partner or to such other Partners, as the case may be, and relevant to such opinion. (c) The transferor and transferee shall furnish the Company Partnership with the transferee's ’s taxpayer identification number, sufficient information to determine the transferee's ’s initial tax basis in the Interest transferredInterests Transferred, and any other information reasonably necessary to permit the Company Partnership to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company Partnership shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest Transferred Interests until it has received such information. (cd) The transferee Such Transfer will be exempt from all applicable registration requirements and will not violate any applicable laws regulating the Transfer of securities, and, except in the case of a Transfer of Interests (other thanto another Partner or to a Wholly Owned Affiliate of any Partner, with respect including the transferor, the transferor shall provide an opinion of counsel to clauses (i) such effect. Such counsel and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance opinion shall be reasonably satisfactory to the nontransferring Member (and, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred InterestGeneral Partner. (de) The Such Transfer will not cause the Partnership to be deemed to be an “investment company” under the Investment Company Act of 1940, as amended, and the transferor shall not provide an opinion of counsel to such effect. Such counsel and opinion shall be relieved of its obligations hereunderreasonably satisfactory to the General Partner, and the General Partner and the other Partners shall provide to such counsel any information available to the General Partner or to such other Partners, as the case may be, and relevant to such opinion.

Conditions to Permitted Transfers. A Transfer No transfer otherwise permitted by any provisions of this Agreement shall not be treated as a Permitted Transfer under Section 9.2 hereof valid unless and until the following conditions are satisfied:satisfied (any of which may be waived by the Board of Managers in its discretion): (a) The transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer. The Company transfer and confirm the agreement of the transferee to be bound by the provisions of this Agreement; provided, however, that in the case of a transfer of Units at death or involuntarily by operation of law, the transfer shall be reimbursed confirmed by presentation to the transferor and/or transferee for all costs Company of legal evidence of such transfer, in form and expenses that it reasonably incurs in connection with such Transfersubstance satisfactory to counsel of the Company. (b) Except in the case of a transfer of Units at death or involuntarily by operation of law, where no opinion of counsel is required, the transferor shall furnish to the Company an opinion of counsel, which counsel and opinion shall be (i) satisfactory to the Company and (ii) at transferor’s expense, to the effect that: (i) The transfer will not cause the Company’s status as a partnership to terminate for federal income tax purposes under Code Section 708 or cause the Company to be treated as a “publicly traded partnership” within the meaning of Code Section 7704; (ii) The transfer is exempt from all applicable registration requirements and such transfer will not violate any applicable federal and state laws regulating the transfer of securities; and (iii) The transfer will not cause the Company to be deemed to be an “investment company” under the Investment Company Act of 1940. (c) The transferor and transferee shall furnish the Company with the transferee's ’s taxpayer identification number, sufficient information to determine the transferee's ’s initial tax basis in the Interest transferred, Units transferred and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the The Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest Units until it has received such information. (cd) The transferee of Interests (other than, shall reimburse the Company for all costs and expenses reasonably incurred by the Company in connection with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (and, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, such transfer including, without limitation, this Section 9 legal fees and Section 11, and (iii) assume the obligations costs of the transferor Member under this Agreement with respect preparation, execution, filing or publishing of any amendment to the transferred InterestCertificate of Formation or this Agreement. (d) The transferor shall not be relieved of its obligations hereunder.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 hereof Sections 11.2 unless and until the following conditions are satisfied: (a) The transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company reasonably required to effect such Transfer. The Company shall Transfer and to confirm the agreement of the transferee to be reimbursed bound by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transferprovisions of this Agreement applicable to the relevant Member. (b) Such Transfer shall not cause the Company to have more than 100 Members for purposes of Regulation Section 1.7704-1(h)(1)(ii) or otherwise be treated as a PTP assuming, for the purposes of this Section 11.3(b) that (i) in the case of a Transfer of any Class B Limited Membership Interests, the Class A Limited Membership Interests held by RBDB are held by ten (10) Persons and (ii) in the case of a Transfer of any Class A Limited Membership Interests that the Class B Limited Membership Interests are held by 90 Persons. Any Transfer for which the Company does not receive a transferee letter shall be null and void. (c) The transferor and transferee shall furnish the Company with the transferee's ’s taxpayer identification number, sufficient information to determine the transferee's ’s initial tax basis in the Interest transferredTransferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Transferred Interest until it has received such information. (cd) The transferee of Interests (other than, with respect to clauses (i) shall represent and (ii) below, a transferee that was a Member prior warrant to the TransferCompany that the transferee: (1) shallis an institutional “accredited investor” (as such term is defined in Rule 501(a) promulgated under the Securities Act); (2) has sufficient knowledge and experience in financial and investment matters to be capable of evaluating the risks and merits involved in acquiring such Interest, by written instrument in form understands the risks and substance reasonably satisfactory merits applicable to the nontransferring Member such Interest (and, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11any legal, tax, and accounting issues inherent therein) and is financially able to bear such risks; (iii3) assume has sufficient knowledge of, and experience with, financial markets that it is able to determine that its acquiring such Interest is suitable for its financial and investment objectives; and (4) understands that the obligations of Interest is not registered or entitled to be registered under the transferor Member under this Agreement with respect to the transferred InterestSecurities Act or any state securities law or other applicable federal securities or other similar law. (de) The Each transferor and transferee of Class A Limited Membership Interests or Series B-2 Limited Membership Interests, as applicable, shall not be relieved execute certificates substantially similar to the certificates (the “Transferor Certificate” and Transferee Certificate”) attached hereto as Exhibit E and Exhibit F, respectively; provided that this Section 11.3(e) shall also apply to any transfer by GM Class B of its obligations hereunderSeries B-1 Limited Membership Interests to LBSFI. (f) In the case of a transferee of any of the Series B-1 Limited Membership Interests or Series B-2 Limited Membership Interests, unless waived by the Managing Member, and the Required Class A Limited Members each prospective purchaser will be required to sign and deliver to a Broker-Dealer a purchaser’s letter (a “Purchaser’s Letter”) substantially similar to the form attached hereto as Exhibit G, and will be deemed to have acknowledged, represented and agreed that:

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 hereof 11.2 unless and until the following conditions are satisfied: (a) The transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance conveyance, including such representations, warranties and certifications as the Company may reasonably request, as may be necessary or appropriate in to effect such Transfer and to confirm the agreement of the transferee to be bound by the provisions of this Agreement; (b) The Transfer will not cause the Company to terminate its partnership status for federal income tax purposes, and the transferor shall provide the Company an opinion of counsel to such effect if the Company to effect such Transferreasonably requests. The Company Such counsel and opinion shall be reimbursed by reasonably satisfactory to the transferor and/or transferee for all costs Executive Committee, and expenses that it reasonably incurs in connection with the Members shall provide to such Transfer.counsel any information available to the Members and relevant to such opinion; (bc) The transferor and transferee shall furnish the Company with the transferee's ’s taxpayer identification number, sufficient information to determine the transferee's ’s initial tax basis in the Interest transferredTransferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Transferred Interest until it has received such information.; (cd) The transferee Such Transfer will be exempt from all applicable federal securities registration requirements and will not violate any applicable laws regulating the Transfer of Interests securities; and (other thane) Such Transfer will not cause the Company to be deemed to be an “investment company” or to be controlled by an “investment company” under the Investment Company Act, with respect and the transferor shall provide an opinion of counsel to clauses (i) such effect if the Company reasonably requests. Such counsel and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance opinion shall be reasonably satisfactory to the nontransferring Member (andExecutive Committee, in and the case of clause (iii) below, the transferor Member), (i) make representations and warranties Members shall provide to such counsel any information available to the nontransferring Member equivalent Members and relevant to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interestsuch opinion. (d) The transferor shall not be relieved of its obligations hereunder.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 11.2 hereof unless and until the following conditions are satisfied: (a) The transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in to effectuate such Transfer and to confirm the opinion agreement of counsel the transferee to the Company to effect such Transfer. The Company shall be reimbursed bound by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transferprovisions of this Agreement. (b) The transferor Such Transfer will be exempt from all applicable registration requirements and transferee shall furnish will not violate any applicable laws regulating the Company with the transferee's taxpayer identification numberTransfer of securities, sufficient information to determine the transferee's initial tax basis and, except in the case of a Transfer of a Membership Interest transferredto another Member or to a Wholly Owned Affiliate of any Member, and any other information reasonably necessary to permit including the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoingtransferor, the Company transferor shall not be required provide an opinion of nationally recognized counsel to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest until it has received such informationeffect. (c) Such Transfer will not cause the Company to be deemed to be an “investment company” under the Investment Company Act of 1940, as amended and the transferor shall provide an opinion of nationally recognized counsel to such effect. The transferee of Interests (Company and the other than, with respect Members shall provide to clauses (i) and (ii) below, a transferee that was a Member prior such counsel any information available to the Transfer) shallCompany or to such other Members, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (and, in as the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11may be, and (iii) assume the obligations of the transferor Member under this Agreement with respect relevant to the transferred Interestsuch opinion. (d) The transferor shall not No notice or request initiating the procedures contemplated by Article XII may be relieved given by any Member, while any notice, purchase or Transfer is pending under Article XII, as the case may be, or after a Dissolution Event has occurred. No Member may sell any portion of its obligations hereunderMembership Interest pursuant to Article XII during any period that, as provided above, it may not give the notice initiating the procedures contemplated by such Article or thereafter until it has given such notice and otherwise complied with the provisions of such Article.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 hereof 14.2 unless and until the following conditions are satisfiedsatisfied or waived by the Board: (a) The Except in the case of a Transfer of a Company Interest pursuant to Section 14.2(a), the transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer and to confirm the agreement of the transferee to be bound by the provisions of this Agreement and assume all the transferor’s obligations hereunder. In the case of a Transfer of a Company Interest involuntarily by operation of law, the Transfer shall be confirmed by presentation to the Company of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Company. The In all cases, the Company shall be reimbursed by the transferor and/or or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) Except in the case of a Transfer involuntarily by operation of law or a Transfer pursuant to Section 14.2(a), the transferor shall furnish to the Company an opinion of counsel, which counsel and opinion shall be satisfactory to the Company, that the Transfer shall not cause the Company to terminate for federal income tax purposes, unless such termination would not result in a Material Adverse Effect to the Company or any Member. (c) The transferor and transferee shall furnish the Company with the transferee's ’s taxpayer identification number, sufficient information to determine the transferee's ’s initial tax basis in the Company Interest transferred, transferred and any other information reasonably necessary to permit requested by the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Company Interest until it has received such information. (cd) The transferee Except in the case of Interests (other thana Transfer of a Company Interest involuntarily by operation of law or a Transfer pursuant to Section 14.2(a), with respect the transferor shall provide an opinion of counsel, which opinion and counsel shall be satisfactory to clauses the Company, to the effect that (i) such Transfer is exempt from all applicable registration requirements, including under the Securities Act of 1933, as amended, and any applicable state securities laws and (ii) below, a transferee that was a Member prior to such Transfer shall not violate any Applicable Laws regulating the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (and, in the case Transfer of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interestsecurities or any other matter. (de) The transferor shall not be relieved comply with the provisions of its obligations hereunderSection 14.13 and Section 14.15.

Conditions to Permitted Transfers. A Transfer shall not only be treated as a Permitted Transfer under Section 9.2 hereof unless and until 11.02 upon the satisfaction of the following conditions are satisfiedconditions: (ai) The transferor and transferee shall execute and deliver to the Company Partnership such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company Partnership to effect such TransferTransfer and to confirm the agreement of the transferee to be bound by the provisions of this Agreement and (ii) unless the requirement of this clause (ii) has been waived by the General Partner, the transferee shall execute and deliver to the Partnership a confidentiality agreement, in substantially the form of Exhibit B attached hereto (a "Confidentiality Agreement"). The Company In addition, unless the requirements of this sentence have been waived by the General Partner, the Partnership shall be reimbursed by the transferor and/or transferee for all costs and expenses (including, without limitation, reasonable fees and expenses of counsel) that it reasonably incurs in connection with such Transfer. (b) The Transfer shall not cause the Partnership to terminate, within the meaning of Section 708(b)(1)(B) of the Code, for United States federal income tax purposes, and, unless the General Partner has waived the requirements of this Section 11.03(b) with respect to a Transfer by any Limited Partner, the transferor shall provide the Partnership a favorable opinion of counsel or a qualified tax advisor to such effect. Such counsel or qualified tax advisor, as the case may be, and opinion shall be reasonably satisfactory to the General Partner, and the General Partner and the other Partners shall provide to such counsel or qualified tax advisor any information available to the General Partner or such other Partners, as the case may be, as is relevant to such opinion. (c) The transferor and transferee shall furnish the Company Partnership with the transferee's federal taxpayer identification number, sufficient information to determine the transferee's initial tax basis in the Interest transferred, Interests Transferred and any other information reasonably necessary to permit the Company Partnership to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company Partnership shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest Transferred Interests until it has received such information. (cd) The transferee Such Transfer shall be exempt from all applicable registration requirements and shall not violate any applicable laws regulating the Transfer of securities, and, except in the case of a Transfer of Interests (to another Partner or to a Wholly Owned Subsidiary of the transferor or of any other thanPartner, with respect unless waived by the General Partner, the transferor shall provide an opinion of counsel to clauses (i) such effect. Such counsel and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance opinion shall be reasonably satisfactory to the nontransferring Member General Partner. (e) Such Transfer shall not cause the Partnership to be deemed to be an "investment company" under the Investment Company Act of 1940, as amended, and, in unless waived by the case of clause (iii) belowGeneral Partner, the transferor Member), (i) make representations shall provide an opinion of counsel to such effect. Such counsel 31 and warranties opinion shall be reasonably satisfactory to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11General Partner, and (iii) assume the obligations of General Partner and the transferor Member under this Agreement with respect other Partners shall provide to such counsel any information available to the transferred InterestGeneral Partner or to such other Partners, as the case may be, as is relevant to such opinion. (df) The If the transferor is the General Partner, the transferor and transferee shall provide the Partnership with an opinion of counsel to the effect that such Transfer will not cause the Partnership to become taxable as a corporation for federal income tax purposes. Such counsel and opinion shall be relieved reasonably satisfactory to the other Partners. (g) If the transferor is the Class A Limited Partner, unless waived by the General Partner, the Class A Limited Partner and the transferee of its obligations hereunderthe Class A Limited Partner shall execute certificates, in substantially the forms of Exhibits C and D attached hereto, respectively (the "Transferor Certificate" and the "Transferee Certificate", respectively).

Conditions to Permitted Transfers. A Transfer of a Membership Interest shall not be treated as a Permitted Transfer under Section 9.2 hereof unless and until the following conditions are satisfied: (a) The Except in the case of a Transfer involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be reasonably necessary or appropriate in the opinion of counsel to the Company to effect such Transfer. The Company In the case of a Transfer of a Membership Interest involuntarily by operation of law, the Transfer shall be reimbursed confirmed by presentation to the Company of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Company. In all cases, the transferor and/or transferee shall reimburse the Company for all costs and expenses that it the Company reasonably incurs in connection with such Transfer. (b) The transferor and transferee shall furnish the Company with the transferee's ’s taxpayer identification number, sufficient information to determine the transferee's initial tax basis in the Interest transferred, number and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Membership Interest until it has received such information. (c) The transferee Except in the case of Interests (other thana Transfer of a Membership Interest involuntarily by operation of law, with respect to clauses either (i) such Membership Interest shall be registered under the Securities Act and any applicable state securities laws or (ii) below, a transferee that was a Member prior to the Transfertransferor shall provide (unless waived by the Management Committee) shall, by written instrument in form an opinion of counsel which opinion and substance counsel shall be reasonably satisfactory to the nontransferring Member (and, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties Management Committee to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept effect that such Transfer is exempt from all applicable registration requirements and adopt that such Transfer will not violate any applicable laws regulating the terms and provisions Transfer of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interestsecurities. (d) Prior to any such transfer, the Transferee shall deliver to each Member a written commitment from such Transferee to be bound by this Agreement and complies with the applicable provisions of Section 9.6. (e) The transferor shall not be relieved Transferee receives the prior written consent of its obligations hereundereach other Member if the transfer would cause the Company to terminate under Section 708(b)(1)(B) of the Code and the Regulations thereunder solely as a result of such Transfer.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 10.1 hereof unless and until the following conditions are satisfied: (a) All Members of the Company have consented to such Transfer. (b) The transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in to effectuate such Transfer and to confirm the opinion agreement of counsel the transferee to the Company to effect such Transfer. The Company shall be reimbursed bound by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) The transferor and transferee shall furnish the Company with the transferee's taxpayer identification numberprovisions of this Agreement, sufficient information which instrument may be a counterpart signature page to determine the transferee's initial tax basis in the Interest transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest until it has received such informationAgreement. (c) The transferee Such Transfer will be exempt from all applicable registration requirements and will not violate any Applicable Laws regulating the Transfer of Interests (other thansecurities, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (and, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties shall provide an Opinion of Counsel to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interestsuch effect. (d) The Company and the other Members shall provide to such counsel any information available to the Company or to such other Members, as the case may be, and relevant to any such required Opinions of Counsel. (e) With respect to any Transfer, such Opinions of Counsel as the Board of Directors, in its reasonable discretion, may require. (f) The transferor and its transferee shall not be relieved pay, or reimburse the Company for, all reasonable costs and expenses incurred by the Company in connection with the Transfer and the admission of its obligations hereunderthe transferee as a Member, including the legal fees, if any, incurred in connection with the legal opinions referred to in Section 10.2.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 hereof unless and until the Class A Directors have approved such Transfer as set forth in Section 9.2 and the following conditions are satisfied: (a) The Except in the case of a Transfer involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer. The In the case of a Transfer of Units involuntarily by operation of law, the Transfer shall be confirmed by presentation to the Company of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Company. In all cases, the Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) The transferor and transferee shall furnish the Company with the transferee's taxpayer identification number, sufficient information to determine the transferee's initial tax basis in the Interest Units transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest Units until it has received such information. (c) The transferee Except in the case of Interests (other thana Transfer of any Units involuntarily by operation of law, with respect to clauses either (i) such Units shall be registered under the Securities Act, and any applicable state securities laws, or (ii) belowthe transferor shall provide an opinion of counsel, a transferee that was a Member prior to the Transfer) shall, by written instrument in form which opinion and substance counsel shall be reasonably satisfactory to the nontransferring Member (andClass A Directors, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept effect that such Transfer is exempt from all applicable registration requirements and adopt that such Transfer will not violate any applicable laws regulating the terms and provisions Transfer of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interestsecurities. (d) The Except in the case of a Transfer of Units involuntarily by operation of law, the transferor shall provide an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Class A Directors, to the effect that such Transfer will not cause the Company to be relieved deemed to be an "investment company" under the Investment Company Act of 1940. (e) Unless otherwise approved by the Class A Directors and a 75% majority in interest of the Members, no Transfer of Units shall be made except upon terms which would not, in the opinion of counsel chosen by and mutually acceptable to the Class A Directors and the transferor Member, result in the termination of the Company within the meaning of Section 708 of the Code or cause the application of the rules of Sections 168(g)(1)(B) and 168(h) of the Code or similar rules to apply to the Company. If the immediate Transfer of such Unit would, in the opinion of such counsel, cause a termination within the meaning of Section 708 of the Code, then if, in the opinion of such counsel, the following action would not precipitate such termination, the transferor Member shall be entitled to (or required, as the case may be) (i) immediately Transfer only that portion of its obligations hereunderUnits as may, in the opinion of such counsel, be transferred without causing such a termination and (ii) enter into an agreement to Transfer the remainder of its Units, in one or more Transfers, at the earliest date or dates on which such Transfer or Transfers may be effected without causing such termination. The purchase price for the Units shall be allocated between the immediate Transfer and the deferred Transfer or Transfers pro rata on the basis of the percentage of the aggregate Units being transferred, each portion to be payable when the respective Transfer is consummated, unless otherwise agreed by the parties to the Transfer. In the case of a Transfer by one Member to another Member, the deferred purchase price shall be deposited in an interest bearing escrow account unless another method of securing the payment thereof is agreed upon by the transferor Member and the transferee Member(s). (f) No notice or request initiating the procedures contemplated by Section 9.3 may be given by any Member after a Dissolution Event has occurred. No Member may sell all or any portion of its Units after a Dissolution Event has occurred. (g) No Person shall Transfer any Unit if, in the determination of the Class A Directors, such Transfer would cause the Company to be treated as a "publicly traded partnership" within the meaning of Section 7704(b) of the Code. The Class A Directors shall have the authority to waive any legal opinion or other condition required in this Section 9.3 other than the member approval requirement set forth in Section 9.3(e).

Conditions to Permitted Transfers. A Transfer shall not only be treated as a Permitted Transfer under Section 9.2 hereof unless and until 11.02 upon the satisfaction of the following conditions are satisfiedconditions: (ai) The transferor and transferee shall execute and deliver to the Company Partnership such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company Partnership to effect such TransferTransfer and to confirm the agreement of the transferee to be bound by the provisions of this Agreement and (ii) unless the requirement of this clause (ii) has been waived by the General Partner, the transferee shall execute and deliver to the Partnership a confidentiality agreement, in substantially the form of Exhibit B attached hereto (a "Confidentiality Agreement"). The Company In addition, unless the requirements of this sentence have been waived by the General Partner, the Partnership shall be reimbursed by the transferor and/or transferee for all costs and expenses (including, without limitation, reasonable fees and expenses of counsel) that it reasonably incurs in connection with such Transfer. (b) The Transfer shall not cause the Partnership to terminate, within the meaning of Section 708(b)(1)(B) of the Code, for United States federal income tax purposes, and, unless the General Partner has waived the requirements of this Section 11.03(b) with respect to a Transfer by any Limited Partner, the transferor shall provide the Partnership a favorable opinion of counsel or a qualified tax advisor to such effect. Such counsel or qualified tax advisor, as the case may be, and opinion shall be reasonably satisfactory to the General Partner, and the General Partner and the other Partners shall provide to such counsel or qualified tax advisor any information available to the General Partner or such other Partners, as the case may be, as is relevant to such opinion. (c) The transferor and transferee shall furnish the Company Partnership with the transferee's federal taxpayer identification number, sufficient information to determine the transferee's initial tax basis in the Interest transferred, Interests Transferred and any other information reasonably necessary to permit the Company Partnership to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company Partnership shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest Transferred Interests until it has received such information. (cd) The transferee Such Transfer shall be exempt from all applicable registration requirements and shall not violate any applicable laws regulating the Transfer of securities, and, except in the case of a Transfer of Interests (to another Partner or to a Wholly Owned Subsidiary of the transferor or of any other thanPartner, with respect unless waived by the General Partner, the transferor shall provide an opinion of counsel to clauses (i) such effect. Such counsel and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance opinion shall be reasonably satisfactory to the nontransferring Member General Partner. (e) Such Transfer shall not cause the Partnership to be deemed to be an "investment company" under the Investment Company Act of 1940, as amended, and, in unless waived by the case of clause (iii) belowGeneral Partner, the transferor Member), (i) make representations shall provide an opinion of counsel to such effect. Such counsel and warranties opinion shall be reasonably satisfactory to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11General Partner, and (iii) assume the obligations of General Partner and the transferor Member under this Agreement with respect other Partners shall provide to such counsel any information available to the transferred InterestGeneral Partner or to such other Partners, as the case may be, as is relevant to such opinion. (df) The If the transferor is the General Partner, the transferor and transferee shall provide the Partnership with an opinion of counsel to the effect that such Transfer will not cause the Partnership to become taxable as a corporation for federal income tax purposes. Such counsel and opinion shall be relieved reasonably satisfactory to the other Partners. (g) If the transferor is the Class A Limited Partner, unless waived by the General Partner, the Class A Limited Partner and the transferee of its obligations hereunderthe Class A Limited Partner shall execute certificates, in substantially the forms of Exhibits C and D attached hereto, respectively (the "Transferor Certificate" and the "Transferee Certificate", respectively).

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted permitted Transfer under Section 9.2 hereof Sections 11.1 or 11.2 above unless and until the following conditions are satisfied: (a) The transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such TransferTransfer or as may be required by this Agreement. The Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) The transferor and transferee shall furnish the Company with the transferee's ’s taxpayer identification number, sufficient information to determine the transferee's ’s initial tax basis in the Interest transferredUnits Transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest Units Transferred until it has received such information. (c) The transferee Unless otherwise approved by the Management Committee, no Transfer of Interests (other than, with respect to clauses (i) Units shall be made except upon terms and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (andconditions which would not, in the case opinion of clause (iii) below, counsel chosen by and mutually acceptable to the Management Committee and the transferor Member), (i) make representations and warranties to result in the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred InterestCompany being classified as a publicly traded partnership or association taxable as a corporation for federal income tax purposes. (d) The No notice initiating the procedures contemplated by Section 11.3 or 11.4 above may be given by any Member while any notice, purchase or Transfer is pending under Section 11.3 or 11.4 above or ARTICLE XII below, as the case may be, or after a Dissolution Event has occurred. (e) If there are any non-transferring Members, the transferee of Units shall execute and deliver to the Company and to each such non-transferring Member a Joinder Agreement. (f) In the case of a Transfer pursuant to Section 11.2(b) above, the transferor shall not be relieved of its obligations hereunder.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 11.2 hereof unless and until the following conditions are satisfied: (a) The transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in to effectuate such Transfer and to confirm the opinion agreement of counsel the transferee to the Company to effect such Transfer. The Company shall be reimbursed bound by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transferprovisions of this Agreement. (b) The transferor Such Transfer will be exempt from all applicable registration requirements and transferee shall furnish will not violate any applicable Laws regulating the Company with the transferee's taxpayer identification numberTransfer of securities, sufficient information to determine the transferee's initial tax basis and, except in the case of a Transfer of a Membership Interest transferredto another Member or to a Wholly-Owned Affiliate of any Member, and any other information reasonably necessary to permit including the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoingtransferor, the Company transferor shall not be required provide an opinion of nationally recognized counsel to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest until it has received such informationeffect. (c) Such Transfer will not cause the Company to be deemed to be an “investment company” under the Investment Company Act of 1940, as amended, and the transferor shall provide an opinion of nationally recognized counsel to such effect. The transferee of Interests (Company and the other than, with respect Members shall provide to clauses (i) and (ii) below, a transferee that was a Member prior such counsel any information available to the Transfer) shallCompany or to such other Members, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (and, in as the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11may be, and (iii) assume the obligations of the transferor Member under this Agreement with respect relevant to the transferred Interestsuch opinion. (d) The transferor shall not No notice or request initiating the procedures contemplated by Article 12 may be relieved given by any Member, while any notice, purchase or Transfer is pending under Article 12, as the case may be, or after a Dissolution Event has occurred. No Member may sell any portion of its obligations hereunderMembership Interest pursuant to Article 12 during any period that, as provided above, it may not give the notice initiating the procedures contemplated by such Article 12 or thereafter until it has given such notice and otherwise complied with the provisions of such Article 12.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 10.2 hereof unless and until each of the following conditions are satisfiedis satisfied or is waived by the Board: (a) The Except in the case of a Transfer of Interests involuntarily by operation of law (an “Involuntary Transfer”), the transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer and to confirm the agreement of the transferee to be bound by the provisions of this Article X. In the case of a Transfer of Interests involuntarily by operation of law, the Transfer shall be confirmed by presentation to the Company of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Company and shall be subject to the purchase rights set forth in Section 10.4. The In all cases, the Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer, including any and all accounting and other expenses incurred as a result of adjustments to basis of the Company’s assets pursuant to Code Section 743(b). (b) Except in the case of an Involuntary Transfer, the transferor shall furnish to the Company an opinion of counsel, which counsel and opinion shall be satisfactory to the Company, that the Transfer will not cause the Company to terminate for federal income tax purposes and that such Transfer will not cause the application of the rules of Code Sections 168(g)(1)(B) and 168(h) (generally referred to as the “tax exempt entity leasing rules”) or similar rules to apply to the Company, the Property, or the Members. (c) The transferor and transferee shall furnish the Company with the transferee's ’s taxpayer identification number, sufficient information to determine the transferee's ’s initial tax basis in the Interest Interests transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest Interests until it has received such information. (cd) The transferee of Interests (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (and, Except in the case of clause an Involuntary Transfer, either (iiia) belowsuch Interests shall be registered under the Securities Act of 1933, as amended, and any applicable state securities laws, or (b) the transferor Member)shall provide an opinion of counsel, (i) make representations which opinion and warranties counsel shall be satisfactory to the nontransferring Member equivalent to those set forth in Section 6Company, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interesteffect that such Transfer is exempt from all applicable registration requirements and that such Transfer will not violate any applicable laws regulating the Transfer of securities. (d) The transferor shall not be relieved of its obligations hereunder.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 8.2 hereof unless and until all of the applicable following conditions are satisfied: (a) The transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such TransferTransfer and to confirm the agreement of the transferee to be bound by the provisions of this Article VIII. The In all cases, the Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) The transferor shall furnish to the Company an opinion of counsel, which counsel and opinion shall be reasonably satisfactory to the other Members, that the Transfer will not cause the Company to terminate for federal income tax purposes and that such Transfer will not cause any licenses or permits necessary to operate the business of the Company to be suspended, revoked or modified in a manner that is adverse to the Company. (c) The transferor and transferee shall furnish the Company with the transferee's ’s taxpayer identification number, sufficient information to determine the transferee's ’s initial tax basis in the Interest Units transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest Units until it has received such information. (c) The transferee of Interests (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (and, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept and adopt the terms and provisions of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interest. (d) The transferor shall provide an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the other Members, to the effect that such Transfer is exempt from all applicable registration requirements and that such Transfer will not violate any applicable laws regulating the Transfer of securities. (e) The transferor shall provide an opinion of counsel, which opinion of counsel shall be relieved reasonably satisfactory to the other Members, to the effect that such Transfer will not cause the Company to be deemed to be an “investment company” under the Investment Company Act of its obligations hereunder1940.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 7.2 hereof unless and until the following conditions are satisfiedsatisfied or waived by the Managing Member: (a) The Except in the case of a Transfer of a Company Interest at death or involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer and to confirm the agreement of the transferee to be bound by the provisions of this Section 7. In the case of a Transfer of a Company Interest at death or involuntarily by operation of law, the Transfer shall be confirmed by presentation to the Company of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Company. The In all cases, the Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) The transferor and transferee shall furnish the Company with the transferee's taxpayer identification number, sufficient information to determine the transferee's initial tax basis in the Company Interest transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Company Interest until it has received such information.. -57- (c) The transferee of Interests (other than, with respect to clauses (i) and (ii) below, a transferee that was a Member prior to the Transfer) shall, by written instrument in form and substance reasonably satisfactory to the nontransferring Member (and, Except in the case of clause (iii) belowa Transfer of a Company Interest at death or involuntarily by operation of law, the transferor Member)shall provide an opinion of counsel, which opinion and counsel shall be satisfactory to the Company, to the effect that (i) make representations such Transfer is exempt from all applicable registration requirements, including the Securities Act of 1933, as amended, and warranties to the nontransferring Member equivalent to those set forth in Section 6any applicable state securities laws, (ii) accept and adopt such Transfer will not result in the terms and Company being deemed an investment company within the meaning of the Investment Company Act of 1940, (iii) such Transfer will not result in the Company or any person providing services to the Company becoming subject to the provisions of this Agreement, including, without limitation, this Section 9 and Section 11the Investment Adviser's Act of 1940, and (iiiiv) assume such Transfer will not violate any applicable laws regulating the obligations Transfer of the transferor Member under this Agreement with respect to the transferred Interestsecurities. (d) The transferor shall not be relieved comply with the provisions of its obligations hereunderSection 7.8 and 7.11 hereof.

Conditions to Permitted Transfers. A Transfer shall will not be treated as a Permitted Transfer under Section 9.2 hereof unless and until the following conditions are satisfied:. (a) The transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such TransferTransfer and to confirm the agreement of the transferee to be bound by the provisions of this Agreement. The In all cases, the Company shall will be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) The transferor and transferee shall will furnish the Company with the transferee's taxpayer identification number, sufficient information to determine the transferee's initial tax basis in the Interest transferred, and any other information reasonably necessary required to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall will not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest Units until it has received such information. (c) The transferee of Interests (other than, with respect to clauses Either (i) such Units will be registered under the Securities Act of 1933, as amended, and any applicable state securities laws, or (ii) belowthe transferor will provide, a transferee that was a Member prior to upon the Transfer) shallCompany's reasonable request, by written instrument in form and substance an opinion of counsel, which opinion will be reasonably satisfactory to the nontransferring Member (andCompany, in the case of clause (iii) below, the transferor Member), (i) make representations and warranties to the nontransferring Member equivalent to those set forth in Section 6, (ii) accept effect that such Transfer will be exempt from all applicable registration requirements and adopt that such Transfer will not violate any applicable laws regulating the terms and provisions transfer of this Agreement, including, without limitation, this Section 9 and Section 11, and (iii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Interestsecurities. (d) The transferor may grant to any transferee of Units pursuant to a Permitted Transfer, the right to become a substitute Member, with respect to the Units transferred. (e) All transferees hereunder shall be bound by the terms of this Agreement in the same manner as the transferors. (f) The transferor shall provide an opinion of counsel, which opinion and counsel are satisfactory to the Board, to the effect that: (i) the Transfer will not result in a termination of the Company under this Section 708 of the Code; (ii) the Transfer will not cause the Company to be relieved classified as an entity other than a partnership for purposes of its obligations hereunderthe Code; and (iii) the Transfer will not result in or create a "prohibited transaction" as defined in Section 4975(c) of the Code or result in or cause the Company or any Member to be liable for excise tax under Chapter 42 of the Code or result in or cause the Company or the Company's assets to become the assets of an employee benefit plan (as defined in Section 3(3) of ERISA).