Common use of Conditions to Permitted Transfers Clause in Contracts

Conditions to Permitted Transfers. Except with respect to an Exchange pursuant to Article IX, a Member shall be entitled to make a Transfer of all or any portion of its Interests only upon satisfaction of each of the following conditions: (a) such Transfer does not require the registration or qualification of such Interests pursuant to any applicable federal or state securities laws; (b) such Transfer does not result in a violation of applicable laws; (c) such Transfer would not cause the Company to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in ERISA Section 3(14)) or a “disqualified person” (as defined in Code Section 4975(c)); (d) such Transfer would not, in the opinion of legal counsel to the Company, cause any portion of the assets of the Company to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.2-101; (e) such Transfer is in compliance with, and does not cause a termination of the Company, or the Company to lose its status as a partnership, for federal and state income tax purposes; (f) such Transfer is not made to any person or entity who lacks the legal right, power or capacity to own Interests; (g) such Transfer does not cause the Company to become a “publicly traded partnership,” as such term is defined in Code Section 469(k)(2) or Code Section 7704(b); (h) such Transfer does not cause the Company to become a reporting company under the Exchange Act; (i) such Transfer does not subject the Company to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended; (j) such Transfer is not knowingly made to a Person that, in the good faith reasonable judgment of the Managing Member, is an actual competitor of, or is otherwise adverse to the interests of, the Company; provided, however, that this clause (j) shall not prohibit any Transfer to a Permitted Transferee except for Credit Suisse, Transfers to which shall be prohibited at the discretion of the Managing Member; (k) the Managing Member receives written instruments that are in a form satisfactory to the Managing Member, as determined in its reasonable discretion, including, without limitation, (i) copies of any instruments of Transfer, (ii) such Assignee’s consent to be bound by this Agreement as an Assignee, and (iii) if reasonably requested by the Managing Member (other than in connection with a Transfer to a Permitted Transferee or to another Member), an opinion of counsel to such Assignee, in form and substance reasonably acceptable to the Managing Member, to the effect that the conditions set forth in subsections (a)-(j) above have been reasonably satisfied; provided, however, that clause (j) above shall not apply in the case of any Transfer by the JLL Member, and (l) except in the case of a Transfer of Non-Voting Common Interests, the transferor must simultaneously Transfer to the transferee an equal number of Class B Shares.

Conditions to Permitted Transfers. Except with respect to an Exchange pursuant to Article IX, a A Member shall be entitled to make a Permitted Transfer of all or any portion of its Interests Units, subject to Section 8.1, only upon satisfaction of each of the following conditions:conditions (except that clauses (f) and (h) shall not apply after the consummation of a Conversion Transaction), in each case as determined by the Board in good faith. (a) such Transfer has been registered or does not require the registration or qualification of such Interests Units pursuant to any applicable federal or state securities laws; (b) such Transfer does not result in a violation of applicable lawslaw; (c) such Transfer would not cause the Company or any Series to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in ERISA Section 3(14)) or a “disqualified person” (as defined in Code Section 4975(c)); (d) such Transfer would not, in the opinion of legal counsel to the Company, cause any portion of the assets of the Company to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.2-101; (e) such Transfer is in compliance with, and does not cause a termination of the Company, or the Company or any Series to lose its status as a partnershippartnership for purposes of, for laws governing federal and state income tax purposestaxes; (f) such Transfer is not made to any person or entity Person who lacks the legal right, power or capacity to own InterestsUnits; (g) such Transfer does not cause the Company or any Series to become a “publicly traded partnership,” as such term is defined in Code Section 469(k)(2) or Code Section 7704(b); (h) such Transfer does not cause the Company to become a reporting company under the Exchange Act; (i) such Transfer does not subject the Company or any Series to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended; (j) such Transfer is not knowingly made to a Person that, in the good faith reasonable judgment of the Managing Member, is an actual competitor of, or is otherwise adverse to the interests of, the Company; provided, however, that this clause (j) shall not prohibit any Transfer to a Permitted Transferee except for Credit Suisse, Transfers to which shall be prohibited at the discretion of the Managing Member; (ki) the Managing Member Board receives written instruments that are in a form satisfactory to the Managing Board and the applicable Tax Matters Member, as determined in its reasonable discretion, sole and absolute discretion (including, without limitation, (i) copies of any instruments of Transfer, (ii) such Assignee’s consent to be bound by this Agreement as an Assignee, and (iii) if reasonably requested by the Managing Member (other than in connection with a Transfer to a Permitted Transferee or to another Member)Board, an opinion of counsel to such Assignee, in form and substance reasonably acceptable to the Managing MemberBoard, to the effect that the conditions set forth in subsections (a)-(ja)-(i) above have been reasonably satisfied); provided, howeverthat with respect to transfers to Affiliates of FCFI or AIG Capital, that delivery to the Company by such Affiliate of an executed joinder in the form of Exhibit A hereto shall be deemed to satisfy the requirements of this clause (j) above shall not apply in the case of any Transfer by the JLL Member, and (l) except in the case of a Transfer of Non-Voting Common Interests, the transferor must simultaneously Transfer to the transferee an equal number of Class B Sharesi).

Conditions to Permitted Transfers. Except with respect to an Exchange pursuant to Article IX, a A Member shall be entitled to make a Transfer of all or any portion of its Interests (excluding any Transfer of Put Interests to a Tag-Along Purchaser pursuant to Section 8.8 hereof or any Transfer of Call Interests to a Drag-Along Purchaser pursuant to Section 8.9 hereof), only upon satisfaction of each of the following conditions: (a) such Transfer does not require the registration or qualification of such Interests pursuant to any applicable federal or state securities laws; (b) such Transfer does not result in a violation of applicable laws; (c) such Transfer would not cause the Company to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in ERISA Section 3(14)) or a “disqualified person” (as defined in Code Section 4975(c)); (d) such Transfer would not, in the opinion of legal counsel to the Company, cause any portion of the assets of the Company to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.2-101; (e) such Transfer is in compliance with, and does not cause a termination of the Company, or the Company to lose its status as a partnership, for federal and state income tax purposes; (f) such Transfer is not made to any person or entity who lacks the legal right, power or capacity to own Interests; (g) such Transfer does not cause the Company to become a “publicly traded partnership,” as such term is defined in Code Section 469(k)(2) or Code Section 7704(b); (h) such Transfer does not cause the Company to become a reporting company under the Exchange Act; (i) such Transfer does not subject the Company to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended; (j) such Transfer is not knowingly made to a Person that, in the good faith reasonable judgment judgement of the Managing MemberBoard, is an actual competitor of, or is otherwise adverse to the interests of, the Company; provided, however, that this clause (j) shall not prohibit any Transfer except to a Permitted Transferee except for (other than Credit Suisse, Transfers to which shall be prohibited at the discretion of the Managing Member;); and (k) the Managing Member Board receives written instruments that are in a form satisfactory to the Managing MemberBoard, as determined in its reasonable discretion, including, without limitation, (i) copies of any instruments of Transfer, (ii) such Assignee’s consent to be bound by this Agreement as an Assignee, and (iii) if reasonably requested by the Managing Member Board (other than in connection with a Transfer to a Permitted Transferee or to another Member), an opinion of counsel to such Assignee, in form and substance reasonably acceptable to the Managing MemberBoard, to the effect that the conditions set forth in subsections (a)-(j) above have been reasonably satisfied; and (iv) if required pursuant to Section 7.4(b) of the Peach Merger Agreement, the joinder contemplated in Section 7.4(b) of the Peach Merger Agreement; provided, however, that clause clauses (a), (e) and (g) through (j) above shall not apply in the case of any Transfer by the JLL Member, and (l) except in the case of a Transfer of Non-Voting Common Interests, the transferor must simultaneously Transfer to the transferee an equal number of Class B Shares.

Conditions to Permitted Transfers. Except with respect to an Exchange pursuant to Article IX(a) Without limiting the restrictions on Transfers and other terms of Section 2.2, a Member the Holder shall be entitled to make a Permitted Transfer of all or any portion of its Interests only upon satisfaction of each of the following conditions, unless waived by the Company: (ai) such Transfer does not require the registration or qualification of such Interests Synthetic Equity Distribution Rights pursuant to any applicable federal or state securities lawsLaws; (bii) such Transfer does not result in a violation of applicable lawsLaws; (ciii) such Transfer would not cause the Company to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in ERISA Section 3(14)) or a “disqualified person” (as defined in Code Section 4975(c)); (div) such Transfer would not, in the opinion of legal counsel to the Company, cause any portion of the assets of the Company to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.2-101; (ev) such Transfer is in compliance with, and does not cause create a termination of the Company, or material risk that the Company to would lose its status as a partnershippartnership for federal, for federal and or, where applicable, state or local, income tax purposes; (fvi) such Transfer is not made to any person or entity Person who lacks the legal right, power or capacity to own InterestsUnits; (gvii) such Transfer does not cause create a material risk that the Company to would become a “publicly traded partnership,” as such term is defined in Code Section 469(k)(2) or Code Section 7704(b) and, to the extent requested by the Company, the Holder shall provide to the Company an opinion of counsel that the transferee in such Transfer will be treated as a single partner for purposes of the safe harbor described in Treasury Regulations Section 1.7704-1(h); (hviii) such Transfer does not cause the Company to become a reporting company under the Exchange Act; (iix) such Transfer does not subject the Company to regulation under the Investment Company Act of 1940, 1940 or the Investment Advisors Act of 1940 or ERISA, each as amended;1940; and (jx) such Transfer is not knowingly made with respect to a Person that, in the good faith reasonable judgment of the Managing Member, is an actual competitor of, or is otherwise adverse to the interests of, the Company; provided, however, that this clause (j) shall not prohibit any Transfer to a Permitted Transferee except for Credit Suisseliquidating trust pursuant to Section 2.2(a)(v), Transfers to which shall be prohibited at the discretion of the Managing Member; (k) the Managing Member receives written instruments that are in a form satisfactory to the Managing MemberCompany has determined, as determined in its reasonable discretion, including, without limitationthat (A) such liquidating trust also holds other assets of substantial value compared with the Synthetic Equity Distribution Rights as of the time the Synthetic Equity Distribution Rights are Transferred to such liquidating trust, (i) copies of any instruments of Transfer, (iiB) such Assignee’s consent Transfer would not pose a material risk that the Company (or a Company Offeror, if applicable) will be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and the related Treasury Regulations, or that the Company will become or will be required to be bound by this Agreement as an Assigneebecome a reporting company under any applicable federal or state securities Laws, and (iiiC) such Transfer would not result in the Company (or a Company Offeror, if reasonably requested by applicable) failing to qualify for the Managing Member safe harbor described in Treasury Regulations Section 1.7704-1(h). (other than b) Notwithstanding anything in connection with a Transfer to a Permitted Transferee or to another Member), an opinion of counsel to such Assignee, in form and substance reasonably acceptable Section 2.3 to the Managing Membercontrary, to the effect that none of the conditions set forth in subsections (a)-(j) above have been reasonably satisfied; provided, however, that clause (j) above Section 2.3 shall not apply in the case of to any Transfer by the JLL Member, and (l) except of Synthetic Equity Distributions Rights in the case connection with a Change of a Transfer of Non-Voting Common Interests, the transferor must simultaneously Control or any Transfer to the transferee an equal number of Class B Sharesa Tag-Along Purchaser or a Drag-Along Purchaser.

Conditions to Permitted Transfers. Except with respect to an Exchange pursuant to Article IX(a) Without limiting the restrictions on Transfers and other terms of Section 8.1, a Member shall be entitled to make a Permitted Transfer of all or any portion of its Interests only upon satisfaction of each of the following conditions, unless waived by the Board: (ai) such Transfer does not require the registration or qualification of such Interests Units pursuant to any applicable federal or state securities lawsLaws; (bii) such Transfer does not result in a violation of applicable lawsLaws; (ciii) such Transfer would not cause the Company to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in ERISA Section 3(14)) or a “disqualified person” (as defined in Code Section 4975(c)); (div) such Transfer would not, in the opinion of legal counsel to the Company, cause any portion of the assets of the Company to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.2-101; (ev) such Transfer is in compliance with, and does not cause a termination of the Company, or the Company to lose lose, its status as a partnershippartnership for federal, for federal and, where applicable, state and state local, income tax purposes; (fvi) such Transfer is not made to any person or entity Person who lacks the legal right, power or capacity to own InterestsUnits; (gvii) such Transfer does not cause create a material risk that the Company to would become a “publicly traded partnership,” that would be subject to tax as such term is defined in Code Section 469(k)(2) or Code Section 7704(b)a corporation for U.S. federal income tax purposes; (hviii) such Transfer does not cause the Company to become a reporting company under the Exchange Act;; and (iix) such Transfer does not subject the Company to regulation under the Investment Company Act of 1940, 1940 or the Investment Advisors Advisers Act of 1940 or ERISA, each as amended;1940. (jb) such Transfer is not knowingly made to a Person that, Notwithstanding anything in the good faith reasonable judgment of the Managing Member, is an actual competitor of, or is otherwise adverse Section 8.2(a) to the interests ofcontrary, the Company; provided, however, that this clause (j) shall not prohibit any Transfer to a Permitted Transferee except for Credit Suisse, Transfers to which shall be prohibited at the discretion none of the Managing Member; (k) the Managing Member receives written instruments that are in a form satisfactory to the Managing Member, as determined in its reasonable discretion, including, without limitation, (i) copies of any instruments of Transfer, (ii) such Assignee’s consent to be bound by this Agreement as an Assignee, and (iii) if reasonably requested by the Managing Member (other than in connection with a Transfer to a Permitted Transferee or to another Member), an opinion of counsel to such Assignee, in form and substance reasonably acceptable to the Managing Member, to the effect that the conditions set forth in subsections Section 8.2(a) shall apply to the following types of Transfers by Members: (a)-(ji) above have been reasonably satisfied; providedany Transfer of Units or other securities of the Company to a Company Offeror that is formed for the purpose of engaging in a Qualified IPO or that otherwise acts as the issuer in a Qualified IPO, however, that clause (jii) above shall not apply any Transfer in the case a Qualified IPO of Units or other securities of any Transfer by Company Offeror that is formed for the JLL Memberpurpose of engaging in a Qualified IPO or that otherwise acts as the issuer in a Qualified IPO, and (liii) except in the case of a any Transfer of NonUnits in connection with a Conversion Transaction, (iv) any Transfer of Units pursuant to Section 8.8, (v) any Transfer of Class A Units to a Tag-Voting Common InterestsAlong Purchaser pursuant to Section 8.9, the transferor must simultaneously (vi) any Transfer of Units to the transferee an equal number a Drag-Along Purchaser pursuant to Section 8.10 or (vii) any Transfer of Class B SharesUnits pursuant to a forfeiture, cancellation or repurchase provision of the Applicable Class B Unit Agreement.