Common use of Conditions to Transfer Clause in Contracts

Conditions to Transfer. Any Transfer by a Limited Partner pursuant to the terms of this Section 17 (Transfers; Substitute Partners) shall (unless waived by the General Partner) require the prior written consent of the General Partner, which shall not be unreasonably withheld if (i) the Person to whom such Transfer is to be made (the “Transferee”) is an Affiliate of the Limited Partner proposing to effect such Transfer (the “Transferor”) or (ii) such Transfer meets the following criteria: the Transferor or the Transferee shall have undertaken to pay all reasonable expenses incurred by the Fund and (unless otherwise waived by the General Partner) the General Partner in connection therewith (whether or not such proposed Transfer is completed) and such amounts paid shall not be treated as Capital Contributions and shall not reduce the Transferor’s or Transferee’s Remaining Commitment; the General Partner shall have received from the Transferee and Transferor: confirmation of the identity of the Transferee; confirmation that the Transferee is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act [and a “qualified purchaser” as such term is defined under the Investment Company Act]; a completed Subscription Agreement with respect to the Interest that is the subject of the Transfer, and such assignment agreement and other documents, instruments and certificates as may be reasonably requested by the General Partner, pursuant to which such Transferee shall have agreed to be bound by this Agreement, including if requested a counterpart of this Agreement executed by or on behalf of such Transferee; a certificate or representation to the effect that the representations set forth in the Subscription Agreement of such Transferor are (except as otherwise disclosed to and consented to by the General Partner) true and correct with respect to such Transferee as of the date of such Transfer; and such other documents, opinions, instruments and certificates as the General Partner shall have reasonably requested; the Transferee will constitute only one Partner of the Fund within the meaning of Regulations Section 1.7704-1(h); the Transfer will not cause (i) all or any portion of the assets of the Fund to constitute Plan Assets or be subject to Applicable Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner pursuant to ERISA, the Code or the applicable provisions of any Applicable Law; and the Transfer will not cause the Fund, the General Partner or any Limited Partner to be in violation of the Securities Act, or “Blue Sky” or other applicable securities or other laws, or to become subject to any laws, regulations or taxation to which the Fund, the General Partner or such Limited Partner is not subject but for such Transfer (including, by way of example and not in limitation, cause the Interests to be required to be registered under the Securities Exchange Act of 1934 or cause the Fund to be required to register as an “investment company” under the Investment Company Act). Notwithstanding anything to the contrary provided herein, upon the acceptance by the Fund and the General Partner of the Subscription Agreement provided by a Transferee in relation to the Interest that is the subject of a Transfer, the Transferee shall be admitted to the Fund as a substitute partner of the Fund (a “Substitute Partner”), and shall succeed to all of the rights and obligations of the Transferor, with respect to such Interest, and the General Partner shall list any such Substitute Partner as a partner of the Fund in the Register.

Conditions to Transfer. Any purported Transfer of a Share by a Limited Partner an Investor pursuant to the terms of this Section 17 (Transfers; Substitute Partners) shall (unless waived by the General Partner) require Article 9 shall, in addition to requiring the prior written consent referred to in Section 9.1, be subject to the satisfaction of the General Partner, which shall not be unreasonably withheld if following conditions: 9.2.1. the Investor that proposes to effect such Transfer (ia “Transferor”) or the Person to whom such Transfer is to be made (the a “Transferee”) is an Affiliate of the Limited Partner proposing to effect such Transfer (the “Transferor”) or (ii) such Transfer meets the following criteria: the Transferor or the Transferee shall have undertaken to pay paid all reasonable expenses incurred by the Fund and (unless otherwise waived by Fund, the General Partner) Manager or the General Partner Manager in connection therewith (whether or not such proposed Transfer is completed) and such amounts paid consummated); 9.2.2. the Manager shall not be treated as Capital Contributions and shall not reduce have been given at least 30 days’ prior written notice of the Transferor’s or Transferee’s Remaining Commitment; proposed Transfer; 9.2.3. the General Partner Fund shall have received from the Transferee and Transferor: confirmation and, in the case of clause (C) below, from the identity of the Transferee; confirmation that the Transferee is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act [and a “qualified purchaser” as such term is defined under the Investment Company Act]; a completed Subscription Agreement with respect Transferor to the Interest that is extent specified by the subject of the TransferManager, and (A) such assignment agreement and other documents, instruments and certificates as may be reasonably requested by the General PartnerManager, pursuant to which such Transferee shall have agreed to be bound by this Agreement, including if requested a counterpart of this Agreement executed by or on behalf of such Transferee; , (B) a certificate or representation to the effect that the representations set forth in the Subscription Agreement of such Transferor are (except as otherwise disclosed to and consented to by the General PartnerManager) true and correct with respect to such Transferee as of the date of such Transfer; Transfer and (C) such other documents, opinions, instruments and certificates as the General Partner Manager shall have reasonably requested; ; 9.2.4. such Transferor or Transferee shall have delivered to the Fund the opinion of counsel, which counsel and opinion shall be reasonably satisfactory to the Manager, described in Section 9.3; 9.2.5. each of the Transferor and the Transferee shall have provided a certificate or representation to the effect that: (A) the proposed Transfer will constitute only one Partner not be effected on or through (1) a U.S. national, regional or local securities exchange, (2) a non U.S. securities exchange or (3) an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers, and (B) it is not, and its proposed Transfer or acquisition (as the case may be) will not be made by, through or on behalf of (1) a Person, such as a broker or a dealer, making a market in interests in the Fund or (2) a Person that makes available to the public bid or offer quotes with respect to interests in the Fund; 9.2.6. (A) such Transfer will not be made on a “secondary market or the substantial equivalent thereof” within the meaning of Regulations Section 1.7704-1(h); 1 of the Transfer will not cause Regulations, unless: (i) all such Transfer is disregarded in determining whether interests in the Fund are readily tradable on a secondary market or any portion the substantial equivalent thereof under Section 1.7704-1 of the assets of the Fund to constitute Plan Assets or be subject to Applicable LawRegulations (other than Section 1.7704-1(e)(1)(x) thereof), or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner pursuant to ERISAFund satisfies the requirements of Section 1.7704-1(h) of the Regulations at all times during the taxable year of such Transfer, and (B) such Transfer will not be made on an “established securities market” within the Code or meaning of Section 1.7704-1 of the applicable provisions of any Applicable LawRegulations; and the and 9.2.7. (A) such Transfer will not cause the FundFund to constitute “plan assets” for purposes of ERISA, if the General Partner or any Limited Partner assets of the Fund are not considered by the Manager to be in violation plan assets under ERISA at the time of Transfer, or (B) to the extent the assets of the Securities Act, or “Blue Sky” or other applicable securities or other laws, or to become subject to any laws, regulations or taxation to which Fund are considered by the Fund, the General Partner or such Limited Partner is not subject but for such Transfer (including, by way of example and not in limitation, cause the Interests Manager to be required to be registered under the Securities Exchange Act of 1934 or cause the Fund to be required to register as an “investment companyplan assets” under the Investment Company Act). Notwithstanding anything DOL Regulations at the time of Transfer, if requested by the Manager, any Transferee that is subject to ERISA has taken such action as is necessary, if any, to appoint the Manager as investment manager (as defined in Section 3(38) of ERISA) and fiduciary (as defined in Section 3(21) of ERISA) with respect to the contrary provided herein, upon the acceptance by the Fund and the General Partner portion of the Subscription Agreement provided by a Transferee Fund’s assets deemed to be assets of such Transferee. The Manager may in relation to the Interest that is the subject of a Transfer, the Transferee shall be admitted to the Fund as a substitute partner of the Fund (a “Substitute Partner”), and shall succeed to its sole discretion waive any or all of the rights and obligations of conditions set forth in this Section 9.2, other than the Transferor, with respect to such Interest, and the General Partner shall list any such Substitute Partner as a partner of the Fund conditions set forth in the RegisterSection 9.2.6.

Conditions to Transfer. Any (a) No Transfer by a Limited Partner pursuant of part or all of any Partnership Interest shall be made unless in the opinion of responsible counsel (which may be counsel for the Partnership), which opinion of counsel shall be reasonably satisfactory to the terms Managing General Partner and which opinion may be waived, in whole or in part, in the sole and absolute discretion of this Section 17 (Transfers; Substitute Partners) shall (unless waived by the Managing General Partner) require the prior written consent of the General Partner, which shall not be unreasonably withheld if : (i) the Person to whom such Transfer is would not violate the Securities Act or any state securities or “Blue Sky” laws or the securities laws of any other jurisdiction applicable to the Partnership or the Partnership Interests to be made (the “Transferee”) is an Affiliate of the Limited Partner proposing to effect such Transfer (the “Transferor”) assigned or transferred; (ii) such Transfer meets would not cause the following criteria: Partnership to lose its status as a partnership for U.S. federal income tax purposes or cause the Transferor or Partnership to become subject to the Transferee shall have undertaken Investment Company Act; (iii) such Transfer would not cause the Partnership to pay all reasonable expenses incurred by the Fund and (unless otherwise waived by the General Partner) the General Partner in connection therewith (whether or not such proposed Transfer is completed) and such amounts paid shall not be treated as Capital Contributions and shall not reduce the Transferor’s or Transferee’s Remaining Commitment; the General Partner shall have received from the Transferee and Transferor: confirmation of the identity of the Transferee; confirmation that the Transferee is an a “accredited investorpublicly traded partnership” within the meaning of Regulation D promulgated under the Securities Act [and a “qualified purchaser” as such term is defined under the Investment Company Act]; a completed Subscription Agreement with respect to the Interest that is the subject Section 7704 of the Transfer, Code and the Regulations promulgated thereunder; (iv) such assignment agreement and other documents, instruments and certificates as may be reasonably requested by the General Partner, pursuant to which such Transferee shall have agreed to be bound by this Agreement, including if requested a counterpart of this Agreement executed by or on behalf of such Transferee; a certificate or representation to the effect that the representations set forth in the Subscription Agreement of such Transferor are (except as otherwise disclosed to and consented to by the General Partner) true and correct with respect to such Transferee as of the date of such Transfer; and such other documents, opinions, instruments and certificates as the General Partner shall have reasonably requested; the Transferee will constitute only one Partner of the Fund within the meaning of Regulations Section 1.7704-1(h); the Transfer will would not cause (iA) all or any portion of the assets of the Fund Partnership (1) to constitute Plan Assets “plan assets” (under ERISA, the Code or the applicable provisions of any Similar Law) of any existing or contemplated investor, or (2) to be subject to Applicable the provisions of ERISA, the Code or any applicable Similar Law, or (iiB) the Managing General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner investor, pursuant to ERISA, the Code ERISA or the applicable provisions of any Applicable Similar Law; and the , or otherwise; (v) such Transfer will would not cause a termination of the FundPartnership under Code Section 708; and (vi) such Transfer would not violate or result in a violation of the Constituent Documents of any Operating Company in which the Partnership has a direct or indirect interest. (b) No Transfer of a Partnership Interest, in whole or in part, may be made if, in the opinion of legal counsel to the Partnership, (i) such Transfer would result in the Partnership’s being treated as an association taxable as a corporation; or (ii) such Transfer would result in the Partnership no longer qualifying for the Private Placement PTP Exemption. (c) If, and beginning with the first day of the first taxable year in which, the Partnership no longer qualifies for the Private Placement PTP Exemption, no Transfer of a Partnership Interest, in whole or in part, may be made unless such Transfer constitutes a Private Transfer. (d) Any purported Transfer attempted in contravention of any of the provisions of this Section 10.5 shall be void ab initio and ineffectual and shall not be binding upon, or recognized by, the Managing General Partner or the Partnership. Prior to the consummation of any Limited Transfer by any Partner, such Partner shall deliver to be in violation of the Securities Act, or “Blue Sky” or other applicable securities or other laws, or to become subject to any laws, regulations or taxation to which the Fund, the Managing General Partner or such Limited Partner is not subject but for such Transfer (includinglegal opinions, by way of example certificates and not in limitation, cause other documents as the Interests to be required to be registered under the Securities Exchange Act of 1934 or cause the Fund to be required to register as an “investment company” under the Investment Company Act). Notwithstanding anything to the contrary provided herein, upon the acceptance by the Fund and the General Partner of the Subscription Agreement provided by a Transferee in relation to the Interest that is the subject of a Transfer, the Transferee shall be admitted to the Fund as a substitute partner of the Fund (a “Substitute Partner”), and shall succeed to all of the rights and obligations of the Transferor, with respect to such Interest, and the Managing General Partner shall list any reasonably request in connection with such Substitute Partner as a partner Transfer. (e) Redemptions of the Fund in the RegisterPartnership Interests pursuant to Sections 3.8, 3.9 or 3.10 shall not be considered Transfers for purposes of this Section 10.5.

Conditions to Transfer. 17.2.1 Any Transfer by a Limited Partner pursuant to the terms of this Section 17 (Transfers; Substitute Partners) shall (unless waived by the General Partner) require the prior written consent of the General Partner, which shall not be unreasonably withheld if (i) the Person to whom such Transfer is to be made (the “Transferee”) is an Affiliate of the Limited Partner proposing to effect such Transfer (the “Transferor”) or (ii) such Transfer meets the following criteria: : 17.2.1.1 the Transferor or the Transferee shall have undertaken to pay all reasonable expenses incurred by the Fund and (unless otherwise waived by the General Partner) the General Partner in connection therewith (whether or not such proposed Transfer is completed) and such amounts paid shall not be treated as Capital Contributions and shall not reduce the Transferor’s or Transferee’s Remaining Commitment; ; 17.2.1.2 the General Partner shall have received from the Transferee and Transferor: : (a) confirmation of the identity of the Transferee; ; (b) confirmation that the Transferee is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act [and a “qualified purchaser” as such term is defined under the Investment Company Act]; ; (c) a completed Subscription Agreement with respect to the Interest that is the subject of the Transfer, and such assignment agreement and other documents, instruments and certificates as may be reasonably requested by the General Partner, pursuant to which such Transferee shall have agreed to be bound by this Agreement, including if requested a counterpart of this Agreement executed by or on behalf of such Transferee; ; (d) a certificate or representation to the effect that the representations set forth in the Subscription Agreement of such Transferor are (except as otherwise disclosed to and consented to by the General Partner) true and correct with respect to such Transferee as of the date of such Transfer; and and (e) such other documents, opinions, instruments and certificates as the General Partner shall have reasonably requested; ; 17.2.1.3 the Transferee will constitute only one Partner of the Fund within the meaning of Regulations Section 1.7704-1(h); ; 17.2.1.4 the Transfer will not cause (i) all or any portion of the assets of the Fund to constitute Plan Assets or be subject to Applicable Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner pursuant to ERISA, the Code or the applicable provisions of any Applicable Law; and and 17.2.1.5 the Transfer will not cause the Fund, the General Partner or any Limited Partner to be in violation of the Securities Act, or “Blue Sky” or other applicable securities or other laws, or to become subject to any laws, regulations or taxation to which the Fund, the General Partner or such Limited Partner is not subject but for such Transfer (including, by way of example and not in limitation, cause the Interests to be required to be registered under the Securities Exchange Act of 1934 or cause the Fund to be required to register as an “investment company” under the Investment Company Act). . 17.2.2 Notwithstanding anything to the contrary provided herein, upon the acceptance by the Fund and the General Partner of the Subscription Agreement provided by a Transferee in relation to the Interest that is the subject of a Transfer, the Transferee shall be admitted to the Fund as a substitute partner of the Fund (a “Substitute Partner”), and shall succeed to all of the rights and obligations of the Transferor, with respect to such Interest, and the General Partner shall list any such Substitute Partner as a partner of the Fund in the Register. 17.2.3 If any BHCA Partner’s interest in the Fund exceeds 24.99% of all Interests, or if any BHCA Partner delivers an opinion of counsel setting forth a basis for its reasonable belief that its continued interest in the Fund will violate the BHCA, the General Partner shall consent to the Transfer of all or any portion of such BHCA Partner’s Interest in the Fund upon full satisfaction (as reasonably determined by the General Partner) of the other provisions of this Section 17.2 (Conditions to Transfer).

Conditions to Transfer. Any purported Transfer by a Limited Partner pursuant to the terms of this Section 17 (Transfers; Substitute Partners) shall (unless waived by the General Partner) require 11 shall, in addition to requiring the prior written consent referred to in Section 11.1(a), be subject to the satisfaction of the General Partner, which shall not be unreasonably withheld if following conditions: (i) the Limited Partner that proposes to effect such a Transfer (a "TRANSFEROR") or the Person to whom such Transfer is to be made (the “Transferee”a "TRANSFEREE") is an Affiliate of the Limited Partner proposing to effect such Transfer (the “Transferor”) or (ii) such Transfer meets the following criteria: the Transferor or the Transferee shall have undertaken to pay all reasonable expenses incurred by the Fund Partnership or the General Partner on behalf of the Partnership in connection therewith; (ii) the Partnership shall receive from the Transferee (and in the case of clause (unless otherwise waived C) below, from the Transferor to the extent specified by the General Partner) the General Partner in connection therewith (whether or not A) such proposed Transfer is completed) and such amounts paid shall not be treated as Capital Contributions and shall not reduce the Transferor’s or Transferee’s Remaining Commitment; the General Partner shall have received from the Transferee and Transferor: confirmation of the identity of the Transferee; confirmation that the Transferee is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act [and a “qualified purchaser” as such term is defined under the Investment Company Act]; a completed Subscription Agreement with respect to the Interest that is the subject of the Transfer, and such assignment agreement and other documents, instruments and certificates as may be reasonably requested by the General Partner, pursuant to which such Transferee shall have agreed to be become bound by this Agreement, including if requested including, without limitation, a counterpart of this Agreement executed by or on behalf of such Transferee; , (B) a certificate or representation to the effect that the representations set forth in the Subscription Agreement of such Transferor Transferee are (except as otherwise disclosed to and consented to by the General Partner) true and correct with respect to such Transferee as of the date of such Transfer; Transfer and (C) such other documents, opinions, instruments and certificates as the General Partner shall have reasonably requested; request; (iii) such Transferor or Transferee shall, prior to making any such Transfer, deliver to the Partnership the opinion of counsel described in Section 11.1(c); (iv) the General Partner may, in its sole discretion, require any Limited Partner wishing to make a Transfer under this Section 11 or such Transferee to pay to the Partnership such amount in immediately available funds as is sufficient to cover all expenses incurred by or on behalf of the Partnership in connection with such substitution or Transfer, and in connection therewith, to execute and deliver such documents, instruments, certificates and opinions of counsel as the General Partner shall request; (v) the General Partner shall be given at least 30 days' prior written notice of such desired Transfer; (vi) the Transferor and the Transferee shall each provide a certificate to the effect that (A) the proposed Transfer will constitute only one Partner not be effected on or through (1) a U.S. national, regional or local securities exchange, (2) a non-U.S. securities exchange or (3) an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers (including, without limitation, NASDAQ or a foreign equivalent thereto) and (B) it is not, and its proposed Transfer or acquisition (as the case may be) will not be made by, through or on behalf of, (1) a Person, such as a broker or a dealer, making a market in interests in the Partnership or (2) a Person who makes available to the public bid or offer quotes with respect to interests in the Partnership; (vii) such Transfer will not be effected on or through an "established securities market" or a "secondary market or the substantial equivalent thereof," as such terms are used in section 1.7704-1 of the Fund Treasury Regulations; and (viii) such Transfer would not result in the Partnership at any time during its taxable year having more than 100 partners within the meaning of Regulations Section section 1.7704-1(h); the Transfer will not cause (i1(h)(1)(ii) all or any portion of the assets Treasury Regulations (taking into account section 1.7704-1(h)(3) of the Fund to constitute Plan Assets or be subject to Applicable Law, or (ii) the Treasury Regulations). The General Partner to become a fiduciary with respect to may waive any existing or contemplated Limited Partner pursuant to ERISA, the Code or the applicable provisions of any Applicable Law; and the Transfer will not cause the Fund, the General Partner or any Limited Partner to be in violation of the Securities Act, or “Blue Sky” or other applicable securities or other laws, or to become subject to any laws, regulations or taxation to which the Fund, the General Partner or such Limited Partner is not subject but for such Transfer (including, by way of example and not in limitation, cause the Interests to be required to be registered under the Securities Exchange Act of 1934 or cause the Fund to be required to register as an “investment company” under the Investment Company Act). Notwithstanding anything to the contrary provided herein, upon the acceptance by the Fund and the General Partner of the Subscription Agreement provided by a Transferee in relation to the Interest that is the subject of a Transfer, the Transferee shall be admitted to the Fund as a substitute partner of the Fund (a “Substitute Partner”), and shall succeed to all of the rights and obligations conditions set forth in this Section 11.1(b) (other than clause (vii) hereof) if in its sole discretion, it deems it in the best interest, or not opposed to the interest, of the Transferor, with respect Partnership to such Interest, and the General Partner shall list any such Substitute Partner as a partner of the Fund in the Registerdo so.

Conditions to Transfer. ‌ 17.2.1 Any Transfer by a Limited Partner pursuant to the terms of this Section 17 (Transfers; Substitute Partners) shall (unless waived by the General Partner) require the prior written consent of the General Partner, which shall not be unreasonably withheld if (i) the Person to whom such Transfer is to be made (the “Transferee”) is an Affiliate of the Limited Partner proposing to effect such Transfer (the “Transferor”) or (ii) such Transfer meets the following criteria: criteria:‌ 17.2.1.1 the Transferor or the Transferee shall have undertaken to pay all reasonable expenses incurred by the Fund and (unless otherwise waived by the General Partner) the General Partner in connection therewith (whether or not such proposed Transfer is completed) and such amounts paid shall not be treated as Capital Contributions and shall not reduce the Transferor’s or Transferee’s Remaining Commitment; ; 17.2.1.2 the General Partner shall have received from the Transferee and Transferor: : (a) confirmation of the identity of the Transferee; ; (b) confirmation that the Transferee is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act [and a “qualified purchaser” as such term is defined under the Investment Company Act]; ; (c) a completed Subscription Agreement with respect to the Interest that is the subject of the Transfer, and such assignment agreement and other documents, instruments and certificates as may be reasonably requested by the General Partner, pursuant to which such Transferee shall have agreed to be bound by this Agreement, including if requested a counterpart of this Agreement executed by or on behalf of such Transferee; ; (d) a certificate or representation to the effect that the representations set forth in the Subscription Agreement of such Transferor are (except as otherwise disclosed to and consented to by the General Partner) true and correct with respect to such Transferee as of the date of such Transfer; and and (e) such other documents, opinions, instruments and certificates as the General Partner shall have reasonably requested; ; 17.2.1.3 the Transferee will constitute only one Partner of the Fund within the meaning of Regulations Section 1.7704-1(h); ; 17.2.1.4 the Transfer will not cause (i) all or any portion of the assets of the Fund to constitute Plan Assets or be subject to Applicable Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner pursuant to ERISA, the Code or the applicable provisions of any Applicable Law; and and 17.2.1.5 the Transfer will not cause the Fund, the General Partner or any Limited Partner to be in violation of the Securities Act, or “Blue Sky” or other applicable securities or other laws, or to become subject to any laws, regulations or taxation to which the Fund, the General Partner or such Limited Partner is not subject but for such Transfer (including, by way of example and not in limitation, cause the Interests to be required to be registered under the Securities Exchange Act of 1934 or cause the Fund to be required to register as an “investment company” under the Investment Company Act). . 17.2.2 Notwithstanding anything to the contrary provided herein, upon the acceptance by the Fund and the General Partner of the Subscription Agreement provided by a Transferee in relation to the Interest that is the subject of a Transfer, the Transferee shall be admitted to the Fund as a substitute partner of the Fund (a “Substitute Partner”), and shall succeed to all of the rights and obligations of the Transferor, with respect to such Interest, and the General Partner shall list any such Substitute Partner as a partner of the Fund in the RegisterRegister.‌ 17.2.3 If any BHCA Partner’s interest in the Fund exceeds 24.99% of all Interests, or if any BHCA Partner delivers an opinion of counsel setting forth a basis for its reasonable belief that its continued interest in the Fund will violate the BHCA, the General Partner shall consent to the Transfer of all or any portion of such BHCA Partner’s Interest in the Fund upon full satisfaction (as reasonably determined by the General Partner) of the other provisions of this Section 17.2 (Conditions to Transfer).

Conditions to Transfer. Any purported Transfer by a Limited Partner Member pursuant to the terms of this Section 17 (Transfers; Substitute Partners) 13 shall (unless waived by be subject to the General Partner) require the prior written consent satisfaction of the General Partner, which shall not be unreasonably withheld if following conditions: (i) the transferring Member or transferee shall undertake to pay all reasonable expenses incurred by the Company in connection therewith; (ii) the Company shall received from the transferring Member a legal opinion, in form and substance reasonably satisfactory to the nontransferring Members, to the effect that the transfer will not result (directly or indirectly) in (A) a termination of the Company under any Section of the Code that would require the non-transferring Members to recognize gain under Section 731 of the Code, or (B) treatment of the Company as an entity other than a partnership for purposes of the Code; and (iii) the Company shall receive from the Person to whom such Transfer is to be made (the “Transferee”) is an Affiliate of the Limited Partner proposing to effect such Transfer (the “Transferor”) or (iiA) such Transfer meets the following criteria: the Transferor or the Transferee shall have undertaken to pay all reasonable expenses incurred by the Fund and (unless otherwise waived by the General Partner) the General Partner in connection therewith (whether or not such proposed Transfer is completed) and such amounts paid shall not be treated as Capital Contributions and shall not reduce the Transferor’s or Transferee’s Remaining Commitment; the General Partner shall have received from the Transferee and Transferor: confirmation of the identity of the Transferee; confirmation that the Transferee is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act [and a “qualified purchaser” as such term is defined under the Investment Company Act]; a completed Subscription Agreement with respect to the Interest that is the subject of the Transfer, and such assignment agreement and other documents, instruments and certificates as may be reasonably requested by the General PartnerCompany, pursuant to which such Transferee transferee shall have agreed agree to be bound by this Agreement, including if requested (B) such other documents, opinions, instruments and certificates as the Company shall reasonably request and (C) a counterpart of this Agreement executed by or on behalf of such Transferee; a certificate Person. (iv) if RSP desires to sell all or representation any portion of his Percentage Interest other than to trusts established for the principal benefit of RSP's immediate family members ("Permitted Transferees") (provided that (a) any transfers to Permitted Transferees shall remain subject to the effect terms of this Agreement and (b) the Permitted Transferees shall execute documents in form and substance satisfactory to HBL acknowledging that the representations set forth in Percentage Interest so transferred remain subject to the Subscription Agreement terms of such Transferor are this Agreement) to a third party, he shall first give notice (except as otherwise disclosed "ROFR Notice") to and consented HBL of his intention to by the General Partner) true and correct with respect to such Transferee as of the date of such Transfer; and such other documents, opinions, instruments and certificates as the General Partner sell. HBL shall have reasonably requested; the Transferee will constitute only one Partner of the Fund within the meaning of Regulations Section 1.7704-1(h); the Transfer will not cause (i) right to purchase all or any portion of the assets Percentage Interest proposed to be sold as set forth in the ROFR Notice at a purchase price equal to the lesser of (i) the Fund price at which the Percentage Interest is proposed to constitute Plan Assets or be subject to Applicable Law, sold and set forth in the ROFR Notice or (ii) the General Partner Fair Market Value as of the date of notice. If HBL does not notify RSP of an intention to become a fiduciary exercise this right of first refusal within ten (10) days from the date of receipt of the ROFR Notice, the right of first refusal with respect to any existing or contemplated Limited Partner pursuant the Percentage Interest described in the ROFR Notice shall terminate and RSP shall be entitled to ERISAconsummate the proposed sale of his Percentage Interest as described in the ROFR Notice; provided, however, that such sale must be consummated within twenty (20) Business Days after the Code or expiration of the applicable provisions right of any Applicable Law; first refusal. In the event HBL gives written notice to RSP of its intention to exercise this right of first refusal and the Transfer will not cause the Fund, the General Partner to purchase all or any Limited Partner portion of the Percentage Interest described to be sold in violation the ROFR Notice on the terms and conditions stated in the ROFR Notice, RSP shall have the right to designate the time, date, and place of closing provided that the date of closing shall be within twenty (20) Business Days after receipt of the Securities Act, or “Blue Sky” or other applicable securities or other laws, or to become subject to any laws, regulations or taxation to which the Fund, the General Partner or such Limited Partner is not subject but for such Transfer (including, by way of example and not in limitation, cause the Interests to be required to be registered under the Securities Exchange Act of 1934 or cause the Fund to be required to register as an “investment company” under the Investment Company Act). Notwithstanding anything to the contrary provided herein, upon the acceptance by the Fund and the General Partner of the Subscription Agreement provided by a Transferee in relation to the Interest that is the subject of a Transfer, the Transferee shall be admitted to the Fund as a substitute partner of the Fund (a “Substitute Partner”), and shall succeed to all of the rights and obligations of the Transferor, with respect to such Interest, and the General Partner shall list any such Substitute Partner as a partner of the Fund in the RegisterROFR Notice.

Conditions to Transfer. Any A Partner may Transfer by a Limited Partner pursuant an interest in the Partnership subject to the terms of this Section 17 (Transfers; Substitute Partners) shall (unless waived by the General Partner) require the prior written consent satisfaction of the General Partner, which shall not be unreasonably withheld if following conditions: (ia) the Partner (the "Transferor") or the Person to whom such Transfer is to be made (the “a "Transferee”") is an Affiliate of the Limited Partner proposing to effect such Transfer (the “Transferor”) or (ii) such Transfer meets the following criteria: the Transferor or the Transferee shall have undertaken to pay all reasonable expenses incurred by the Fund and (unless otherwise waived by the General Partner) the General Partner Partnership in connection therewith (whether or not such proposed Transfer is completedconsummated); (b) and such amounts paid shall not be treated as Capital Contributions and shall not reduce the Transferor’s or Transferee’s Remaining Commitment; the General Partner (in the case of a Transfer by any Limited Partner) or the APAX Limited Partner (in the case of a Transfer by the General Partner) (such Partner, the "Approving Partner"), as the case may be, shall have been given at least 30 days' prior written notice of the proposed Transfer; (c) the Partnership shall have received from the Transferee and Transferor: confirmation and, in the case of clause (ii) below, from the identity of the Transferee; confirmation that the Transferee is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act [and a “qualified purchaser” as such term is defined under the Investment Company Act]; a completed Subscription Agreement with respect Transferor to the Interest that is extent specified by the subject of the TransferApproving Partner, and (i) such assignment agreement and other documents, instruments instruments, certificates and certificates representations as may be reasonably requested by the General Approving Partner, pursuant to which such Transferee shall have agreed to be bound by this Agreement, including if requested a counterpart of this Agreement executed by or on behalf of such Transferee; a certificate or representation to the effect that the representations set forth in the Subscription Agreement of such Transferor are Transferee and (except as otherwise disclosed to and consented to by the General Partnerii) true and correct with respect to such Transferee as of the date of such Transfer; and such other documents, opinions, instruments and certificates as the General Approving Partner shall have reasonably requested; . (d) in the Transferee will constitute only one Partner case of the Fund within the meaning of Regulations Section 1.7704-1(h); the a Transfer will not cause (i) all or any portion of the assets of the Fund to constitute Plan Assets or be subject to Applicable Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner pursuant to ERISA, the Code or the applicable provisions of any Applicable Law; and the Transfer will not cause the Fund, by the General Partner or any a Lauder Limited Partner to be in violation of the Securities Act, or “Blue Sky” or other applicable securities or other laws, or to become subject to any laws, regulations or taxation to which the Fund, the General Partner or such Limited Partner is not subject but for such Transfer (including, by way of example and not in limitation, cause the Interests to be required to be registered under the Securities Exchange Act of 1934 or cause the Fund to be required to register as an “investment company” under the Investment Company Act). Notwithstanding anything to the contrary provided herein, upon the acceptance by the Fund and the General Partner of the Subscription Agreement provided by a Transferee in relation to the Interest that is the subject of a TransferPartner, the Transferee shall be admitted an RSL Permitted Transferee, (ii) by the APAX Limited Partner or the Designated Limited Partner, the Transferee shall be an APAX Permitted Transferee, or (iii) to a Person providing financing to the Fund Partnership, such Transferee shall be bona fide pledgee of interests in the Partnership. Notwithstanding the foregoing, Partnership interests may be transferred from one Partner to another or as provided in Section 9.2; and (e) in the case of a substitute partner Transfer by a Limited Partner, the prior written consent of the Fund (a “Substitute General Partner to such Transfer shall have been obtained by such Limited Partner”), and shall succeed to . The Approving Partner may in its sole discretion waive any or all of the rights and obligations of the Transferor, with respect to such Interest, and the General Partner shall list any such Substitute Partner as a partner of the Fund conditions set forth in the Registerthis Section 9.1.

Conditions to Transfer. Any Transfer by a Limited Partner pursuant to the terms Notwithstanding any other provision of this Section 17 Agreement, no Transfer of a Unit (Transfers; Substitute Partnersor Equivalent Security) shall may be effected by any holder of a Unit (unless waived or Equivalent Security) unless: (i) such Transfer is in compliance with the Securities Act and all applicable state securities laws, and, if requested by the General Partner, such Transferring Partner has delivered an opinion of such Partner’s counsel to the Partnership, in form and substance reasonably satisfactory to the General Partner, to the effect that such Transfer is either exempt from the requirements of the Securities Act and the applicable securities laws of any state or that such registration requirements have been complied with, (ii) require such Transfer would not cause the prior written consent Partnership to be treated as a “publicly traded partnership” within the meaning of Code Section 7704 taxable as a corporation (and would not make the Partnership ineligible for “safe harbor” treatment under Code Section 7704 and the Treasury Regulations promulgated thereunder of this Agreement) and (iii) such Transfer would not cause the Partnership or any Partner to become subject to regulation under either the Investment Company Act of 1940, as amended, or the Investment Advisers Act of 1940, as amended. No Transferee of Units (or Equivalent Securities) shall become a Partner without the approval of the General Partner, which shall approval may not be unreasonably withheld if (i) the withheld, conditioned or delayed. Any Person to whom such Transfer is to be made (the “Transferee”) is an Affiliate admitted as a Partner of the Limited Partner proposing to effect such Transfer (the “Transferor”) or (ii) such Transfer meets the following criteria: the Transferor or the Transferee shall have undertaken to pay all reasonable expenses incurred by the Fund and (unless otherwise waived by the General Partner) the General Partner in connection therewith (whether or not such proposed Transfer is completed) and such amounts paid shall not be treated as Capital Contributions and shall not reduce the Transferor’s or Transferee’s Remaining Commitment; the General Partner shall have received from the Transferee and Transferor: confirmation of the identity of the Transferee; confirmation that the Transferee is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act [and a “qualified purchaser” as such term is defined under the Investment Company Act]; a completed Subscription Agreement with respect to the Interest that is the subject of the Transfer, and such assignment agreement and other documents, instruments and certificates as may be reasonably requested by the General Partner, Partnership pursuant to which such Transferee shall have agreed a Transfer made in accordance with the terms set forth above must agree to be bound by this Agreement, including if requested a counterpart the terms of this Agreement executed by or on behalf of such Transferee; a certificate or representation executing and delivering to the effect that the representations set forth in the Subscription Agreement of such Transferor are (except as otherwise disclosed to and consented to by the General Partner) true and correct with respect to such Transferee as of the date of such Transfer; and such other documents, opinions, instruments and certificates as the General Partner shall have reasonably requested; a joinder to this Agreement in the Transferee will constitute only one Partner of the Fund within the meaning of Regulations Section 1.7704-1(h); the Transfer will not cause (i) all or any portion of the assets of the Fund to constitute Plan Assets or be subject to Applicable Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner pursuant to ERISA, the Code or the applicable provisions of any Applicable Law; and the Transfer will not cause the Fund, the General Partner or any Limited Partner to be in violation of the Securities Act, or “Blue Sky” or other applicable securities or other laws, or to become subject to any laws, regulations or taxation to which the Fund, the General Partner or such Limited Partner is not subject but for such Transfer (including, by way of example and not in limitation, cause the Interests to be required to be registered under the Securities Exchange Act of 1934 or cause the Fund to be required to register form attached hereto as an “investment company” under the Investment Company Act). Notwithstanding anything to the contrary provided herein, upon the acceptance by the Fund and the General Partner of the Subscription Agreement provided by a Transferee in relation to the Interest that is the subject of a Transfer, the Transferee shall be admitted to the Fund as a substitute partner of the Fund Exhibit D (a “Substitute PartnerJoinder”), and shall succeed to all of the rights and obligations of the Transferor, with respect to such Interest, and the . The General Partner shall list will determine in its reasonable discretion after consultation with counsel whether the foregoing conditions have been satisfied and may, in its reasonable discretion, determine to waive any such Substitute Partner as a partner of conditions to the Fund in the Registerextent permitted by applicable law.

Conditions to Transfer. Any No Member shall be entitled to Transfer by all or any part of such Member's Membership Interest unless all of the following conditions have been met: (a) the Company shall have received a Limited Partner pursuant written notice of the proposed Transfer, setting forth the circumstances and details thereof; (b) the Company shall (at its option) have received written opinion from counsel reasonably satisfactory to the terms Company, which in the case of this a permitted Transfer contemplated by Section 17 (Transfers; Substitute Partners) 7.2 shall (unless waived by be the General Partner) require Company's counsel, in form and substance reasonably satisfactory to the prior written consent Company, specifying the nature and circumstances of the General Partnerproposed Transfer, which shall and based on such facts stating that the proposed Transfer will not be unreasonably withheld if in violation of any of the registration provisions of the Securities Act, or any applicable state securities laws; (ic) the Person to whom such Transfer is to be made (the “Transferee”) is an Affiliate of the Limited Partner proposing to effect such Transfer (the “Transferor”) or (ii) such Transfer meets the following criteria: the Transferor or the Transferee shall have undertaken to pay all reasonable expenses incurred by the Fund and (unless otherwise waived by the General Partner) the General Partner in connection therewith (whether or not such proposed Transfer is completed) and such amounts paid shall not be treated as Capital Contributions and shall not reduce the Transferor’s or Transferee’s Remaining Commitment; the General Partner Company shall have received from the Transferee and Transferor: confirmation of the identity of the Transferee; confirmation that the Transferee is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act [and transferee a “qualified purchaser” as such term is defined under the Investment Company Act]; a completed Subscription Agreement with respect to the Interest that is the subject of the Transfer, and such assignment agreement and other documents, instruments and certificates as may be reasonably requested by the General Partner, pursuant to which such Transferee shall have agreed written consent to be bound by this Agreement, including if requested a counterpart all of the terms and conditions of this Agreement executed by or on behalf and, if such Transfer is to PublicCo and the Transferring Member receives common stock of such Transferee; a certificate or representation to the effect that the representations set forth PublicCo in the Subscription Agreement exchange, a written consent from such Member not to Transfer the common stock of such Transferor are PublicCo for one-hundred eighty (except as otherwise disclosed to and consented to by 180) days -45- 60 after the General PartnerClass B Common Measuring Date; (d) true and correct with respect to such Transferee as of the date of such Transfer; and such other documents, opinions, instruments and certificates as the General Partner shall have reasonably requested; the Transferee will constitute only one Partner of the Fund within the meaning of Regulations Section 1.7704-1(h); the Transfer will not cause result in the loss of any license or regulatory approval or exemption that has been obtained by the Company and is materially useful in the conduct of its business as then being conducted or proposed to be conducted; (e) the Transfer will not result in a material limitation or restriction on the Company's operations; (f) the Company is reimbursed upon request for its reasonable out-of-pocket expenses, except in the case of a permitted Transfer contemplated by Section 7.2, in connection with the Transfer; (g) if the Transfer to the proposed transferee is not otherwise specifically authorized by Section 7.2, the Transfer has been approved by the Manager, which consent may be given or withheld, conditioned or delayed as the Manager may determine in its sole discretion; (h) if the proposed transferee is not a Member or the Transfer to the proposed transferee is not otherwise specifically authorized by Section 7.2, the Transfer receives the Approval of the Members; (i) all or any portion of the assets of the Fund to constitute Plan Assets or be subject to Applicable Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner pursuant to ERISA, the Code or the applicable provisions of any Applicable Law; and the Transfer will not cause the Fund, the General Partner or any Limited Partner Company to be in violation treated as a "publicly traded partnership" within the meaning of section 7704 of the Securities ActCode, or “Blue Sky” or other applicable securities or other laws, or to become subject to any laws, regulations or taxation to which (j) the Fund, the General Partner or such Limited Partner is Transfer will not subject but for such Transfer (including, by way of example and not in limitation, cause the Interests Company to be required to be registered under the Securities Exchange Act of 1934 or cause the Fund to be required to register treated as an “"investment company” under " within the meaning of section 3 of the Investment Company Act). Notwithstanding anything to the contrary provided hereinAct of 1940, upon the acceptance by the Fund and the General Partner of the Subscription Agreement provided by a Transferee in relation to the Interest that is the subject of a Transfer, the Transferee shall be admitted to the Fund as a substitute partner of the Fund (a “Substitute Partner”)amended, and shall succeed to all (k) the Transfer has satisfied the requirements of the rights and obligations of the Transferor, with respect to such Interest, and the General Partner shall list any such Substitute Partner as a partner of the Fund in the RegisterSection 7.3.

Conditions to Transfer. Any (a) In the case of Wet Funded Loans, by 12:00 p.m. (New York City time) on the related Transfer by a Limited Partner pursuant Date, the Issuer shall give notice to the terms Noteholder Agent of this Section 17 such upcoming Transfer Date and shall deliver or cause to be delivered to the Noteholder Agent: (Transfers; Substitute Partnersi) shall (unless waived by the General Partner) require the prior written consent an estimate of the General Partnernumber of Loans and aggregate Principal Balance of such Loans to be transferred on such Transfer Date (ii) a funding request amount and (iii) a Wet Funded Loan Schedule in computer-readable form with respect to the Loans requested to be transferred on such Transfer Date. (b) In the case of non-Wet Funded Loans, which two (2) Business Days prior to each Transfer Date, the Issuer shall not give notice to the Noteholder Agent of such upcoming Transfer Date and by no later than 12:00 p.m. (New York City time) on the Business Day preceding each Transfer Date, the Issuer shall deliver or cause to be unreasonably withheld if delivered to the Noteholder Agent: (i) an estimate of the number of Loans and aggregate Principal Balance of such Loans to be transferred on such Transfer Date (ii) a funding request amount and (iii) a final Loan Schedule in computer-readable form with respect to the Loans requested to be transferred on such Transfer Date. (c) On each Transfer Date, the Depositor or the applicable QSPE Affiliate shall convey to the Issuer, the Loans and the other property and rights related thereto described in the related S&SA Assignment, and the Issuer, only upon the satisfaction of each of the conditions set forth below on or prior to such Transfer Date, shall deposit or cause to be deposited cash in the amount of the Additional Note Principal Balance received from the Purchaser in the Advance Account in respect thereof, and the Paying Agent shall, promptly after such deposit, withdraw the amount deposited in respect of applicable Additional Note Principal Balance from the Advance Account, and distribute such amount to or at the direction of the Depositor or the applicable QSPE Affiliate. (d) As of the Closing Date and each Transfer Date: (i) the Person Depositor, the QSPE Affiliate and the Servicer, as applicable, shall have delivered to whom the Issuer and the Noteholder Agent duly executed Assignments, which shall have attached thereto a Loan Schedule setting forth the appropriate information with respect to all Loans conveyed on such Transfer is Date and shall have delivered to be made (the “Transferee”) is an Affiliate Noteholder Agent a computer readable transmission of the Limited Partner proposing to effect such Transfer (the “Transferor”) or Loan Schedule; (ii) the Depositor shall have deposited, or caused to be deposited, in the Collection Account all collections received with respect to each of the Loans on and after the applicable Transfer Cut-off Date; (iii) as of such Transfer meets Date, none of the following criteria: Loan Originator, the Transferor Depositor or the Transferee QSPE Affiliate, as applicable, shall (A) be insolvent, (B) be made insolvent by its respective sale of Loans or (C) have undertaken reason to pay all reasonable expenses incurred believe that its insolvency is imminent; (iv) the Revolving Period shall not have terminated; (v) as of such Transfer Date (after giving effect to the sale of Loans on such Transfer Date), there shall be no Overcollateralization Shortfall; (vi) Reserved; (vii) each of the representations and warranties made by the Fund and (unless otherwise waived by the General Partner) the General Partner Loan Originator contained in connection therewith (whether or not such proposed Transfer is completed) and such amounts paid shall not be treated as Capital Contributions and shall not reduce the Transferor’s or Transferee’s Remaining Commitment; the General Partner shall have received from the Transferee and Transferor: confirmation of the identity of the Transferee; confirmation that the Transferee is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act [and a “qualified purchaser” as such term is defined under the Investment Company Act]; a completed Subscription Agreement Exhibit E with respect to the Interest that is the subject Loans shall be true and correct in all material respects as of the Transferrelated Transfer Date with the same effect as if then made and the proviso set forth in Section 3.05 with respect to Loans sold by a QSPE Affiliate shall not be applicable to any Loans, and the Depositor or the QSPE Affiliate, as applicable, shall have performed all obligations to be performed by it under the Basic Documents on or prior to such assignment agreement Transfer Date; (viii) the Depositor or the QSPE Affiliate shall, at its own expense, within one Business Day following the Transfer Date, indicate in its computer files that the Loans identified in each S&SA Assignment have been sold to the Issuer pursuant to this Agreement and other documents, instruments and certificates as may be reasonably the S&SA Assignment; (ix) the Depositor or the QSPE Affiliate shall have taken any action requested by the General PartnerIndenture Trustee, the Issuer or the Noteholders required to maintain the ownership interest of the Issuer in the Trust Estate; (x) no selection procedures believed by the Depositor or the QSPE Affiliate to be adverse to the interests of the Noteholders shall have been utilized in selecting the Loans to be conveyed on such Transfer Date; (xi) the Depositor shall have provided the Issuer, the Indenture Trustee and the Noteholder Agent no later than two Business Days prior to such date a notice of Additional Note Principal Balance in the form of Exhibit A hereto; (xii) after giving effect to the Additional Note Principal Balance associated therewith, the Note Principal Balance will not exceed the Maximum Note Principal Balance; (xiii) all conditions precedent to the Depositor’s purchase of Loans pursuant to which such Transferee the Loan Purchase and Contribution Agreement shall have agreed been fulfilled as of such Transfer Date and, in the case of purchases from a QSPE Affiliate, all conditions precedent to be bound by this Agreementthe Issuer’s purchase of Loans pursuant to the Master Disposition Confirmation Agreement shall have been fulfilled as of such Transfer Date; (xiv) all conditions precedent to the Noteholders’ purchase of Additional Note Principal Balance pursuant to the Note Purchase Agreement shall have been fulfilled as of such Transfer Date; and (xv) with respect to each Loan acquired from any QSPE Affiliate that has a limited right of recourse to the Loan Originator under the terms of the applicable loan purchase agreement, including if requested a counterpart of this Agreement executed by the Loan Originator has not been required to pay any amount to or on behalf of such Transferee; a certificate or representation QSPE Affiliate that lowered the recourse to the effect that the representations set forth in the Subscription Agreement of such Transferor are (except as otherwise disclosed to and consented to by the General Partner) true and correct with respect Loan Originator available to such Transferee as QSPE Affiliate below the maximum recourse to the Loan Originator available to such QSPE Affiliate under the terms of the date related loan purchase contract providing for recourse by that QSPE Affiliate to the Loan Originator. (e) In the case of such Transfer; and such other documentsWet Funded Loans, opinions, instruments and certificates as by no later than 9:00 p.m. (New York City time) on the General Partner shall have reasonably requested; the Transferee will constitute only one Partner of the Fund within the meaning of Regulations Section 1.7704-1(h); the related Transfer will not cause (i) all or any portion of the assets of the Fund to constitute Plan Assets or be subject to Applicable Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner pursuant to ERISADate, the Code Issuer shall deliver or the applicable provisions of any Applicable Law; and the Transfer will not cause the Fund, the General Partner or any Limited Partner to be in violation of the Securities Act, or “Blue Sky” or other applicable securities or other laws, or to become subject to any laws, regulations or taxation to which the Fund, the General Partner or such Limited Partner is not subject but for such Transfer (including, by way of example and not in limitation, cause the Interests to be required to be registered under the Securities Exchange Act of 1934 or cause the Fund to be required to register as an “investment company” under the Investment Company Act). Notwithstanding anything delivered to the contrary provided hereinPurchaser the related Loan Schedule as finalized, upon the acceptance by the Fund and the General Partner of the Subscription Agreement provided by a Transferee in relation computer-readable form acceptable to the Interest that is the subject of a Transfer, the Transferee shall be admitted to the Fund as a substitute partner of the Fund (a “Substitute Partner”), and shall succeed to all of the rights and obligations of the Transferor, with respect to such Interest, and the General Partner shall list any such Substitute Partner as a partner of the Fund in the RegisterPurchaser.

Conditions to Transfer. Any A Transfer by of a Limited Partner Membership Interest in the Company shall be effective only upon satisfaction of the following conditions: (a) The Membership Interest with respect to which the transferee is admitted was acquired either in exchange for a Capital Contribution pursuant to Section 3.1 or 3.2(a) or by means of a Transfer permitted under subsection 6.1 hereof; (b) The transferee executes such documents and instruments as the Company may reasonably request as necessary or appropriate to confirm such transferee as a Member in the Company and such transferee’s agreement to be bound by the terms and conditions hereof; (c) The transferee furnishes copies of this Section 17 all instruments effecting the Transfer and such other certificates, instruments and documents as the Company may require; (Transfers; Substitute Partnersd) shall (unless waived by At the General Partner) require the prior written consent request of the General PartnerManager, which shall not be unreasonably withheld if the transferee provides the Company with an opinion of counsel stating: (i1) the Person to whom that such Transfer is may be effected without registration of the Membership Interest under the Securities Act of 1933, as amended; (2) that such Transfer does not cause the violation of any state or federal securities law (including any investment suitability standards); (3) that such Transfer will not result in a termination of the Company pursuant to Section 708(b)(1)(B) of the Code; (4) that such Transfer will not cause the Company or any entity in which the Company invests to be made subject to any state or federal registration requirements; and (5) such other matters as the “Transferee”Manager may reasonably request. 23 (e) is an Affiliate The transferee provides the Manager with a fully-executed and acknowledged written instrument of Transfer setting forth the intention of the Limited Partner proposing transferor that the transferee become a Member in his or its place and stead; (f) The transferee and the transferor execute and acknowledge such other instruments as the Manager may deem necessary or desirable to effect such Transfer admission, including the written acceptance and adoption by the transferee of the provisions of this Agreement (including the “Transferor”power of attorney contained in Section 10.9 hereof) or and the assumption by the transferee of all obligations of the transferor under this Agreement; and (iig) such Transfer meets the following criteria: the Transferor or the Transferee shall have undertaken to pay The transferee has paid all reasonable expenses incurred by the Fund Company (including any legal and (unless otherwise waived by the General Partneraccounting fees) the General Partner in connection therewith (whether or with such Transfer, including, but not such proposed Transfer is completed) and such amounts paid shall not be treated as Capital Contributions and shall not reduce limited to, the Transferor’s or Transferee’s Remaining Commitment; the General Partner shall have received from the Transferee and Transferor: confirmation cost of the identity preparation, filing and publishing of the Transferee; confirmation that the Transferee is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act [and a “qualified purchaser” as such term is defined under the Investment Company Act]; a completed Subscription Agreement with respect any amendment to the Interest that is the subject Company’s certificate of the Transfer, and such assignment agreement and other documents, instruments and certificates as may be reasonably requested by the General Partner, pursuant to which such Transferee shall have agreed to be bound by this Agreement, including if requested a counterpart of this Agreement executed by or on behalf of such Transferee; a certificate or representation to the effect that the representations set forth in the Subscription Agreement of such Transferor are (except as otherwise disclosed to and consented to by the General Partner) true and correct with respect to such Transferee as of the date of such Transfer; and such other documents, opinions, instruments and certificates as the General Partner shall have reasonably requested; the Transferee will constitute only one Partner of the Fund within the meaning of Regulations Section 1.7704-1(h); the Transfer will not cause (i) all formation or any portion of the assets of the Fund to constitute Plan Assets other amendments or be subject to Applicable Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner pursuant to ERISA, the Code or the applicable provisions of any Applicable Law; and the Transfer will not cause the Fund, the General Partner or any Limited Partner to be in violation of the Securities Act, or “Blue Sky” or other applicable securities or other laws, or to become subject to any laws, regulations or taxation to which the Fund, the General Partner or such Limited Partner is not subject but for such Transfer (including, by way of example and not in limitation, cause the Interests to be required to be registered under the Securities Exchange Act of 1934 or cause the Fund to be required to register as an “investment company” under the Investment Company Act). Notwithstanding anything to the contrary provided herein, upon the acceptance by the Fund and the General Partner of the Subscription Agreement provided by a Transferee in relation to the Interest that is the subject of a Transfer, the Transferee shall be admitted to the Fund as a substitute partner of the Fund (a “Substitute Partner”), and shall succeed to all of the rights and obligations of the Transferor, with respect to such Interest, and the General Partner shall list any such Substitute Partner as a partner of the Fund in the Registerfilings.

Conditions to Transfer. Any Transfer by a Limited Partner pursuant to the terms Notwithstanding any other provision of this Section 17 Agreement, no Transfer of a Unit may be effected by any holder of a Unit unless: (Transfers; Substitute Partnersi) shall (unless waived such Transfer is in compliance with the Securities Act and all applicable state securities laws, and, if requested by the General Partner, such Transferring Partner has delivered an opinion of such Partner’s counsel to the Partnership, in form and substance reasonably satisfactory to the Partnership, to the effect that such Transfer is either exempt from the requirements of the Securities Act and the applicable securities laws of any state or that such registration requirements have been complied with, (ii) require such Transfer would not cause the prior written consent Partnership to be treated as an association or “publicly traded partnership” taxable as a corporation and would not make the Partnership ineligible for “safe harbor” treatment under Code Section 7704 and the Treasury Regulations promulgated thereunder of this Agreement), (iii) such Transfer would not cause a termination of SXE for federal income tax purposes (provided that this Section 3.2(b)(iii) shall not apply to a BBTS’ distribution of all (and not less than all) of its Units pursuant to a BBTS Distribution if such distribution is made within three months after the Effective Date), and (iv) such Transfer would not cause the Partnership or any Partner to become subject to regulation under either the Investment Company Act of 1940, as amended, or the Investment Advisers Act of 1940, as amended. No Transferee of Units shall become a Partner without the approval of the General Partner, which shall approval may not be unreasonably withheld if (i) the withheld, conditioned or delayed. Any Person to whom such Transfer is to be made (the “Transferee”) is an Affiliate admitted as a Partner of the Limited Partner proposing to effect such Transfer (the “Transferor”) or (ii) such Transfer meets the following criteria: the Transferor or the Transferee shall have undertaken to pay all reasonable expenses incurred by the Fund and (unless otherwise waived by the General Partner) the General Partner in connection therewith (whether or not such proposed Transfer is completed) and such amounts paid shall not be treated as Capital Contributions and shall not reduce the Transferor’s or Transferee’s Remaining Commitment; the General Partner shall have received from the Transferee and Transferor: confirmation of the identity of the Transferee; confirmation that the Transferee is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act [and a “qualified purchaser” as such term is defined under the Investment Company Act]; a completed Subscription Agreement with respect to the Interest that is the subject of the Transfer, and such assignment agreement and other documents, instruments and certificates as may be reasonably requested by the General Partner, Partnership pursuant to which such Transferee shall have agreed a Transfer made in accordance with the terms set forth above must agree to be bound by this Agreement, including if requested a counterpart the terms of this Agreement executed by or on behalf of such Transferee; a certificate or representation executing and delivering to the effect that the representations set forth in the Subscription Agreement of such Transferor are (except as otherwise disclosed to and consented to by the General Partner) true and correct with respect to such Transferee as of the date of such Transfer; and such other documents, opinions, instruments and certificates as the General Partner shall have reasonably requested; a joinder to this Agreement in the Transferee will constitute only one Partner of the Fund within the meaning of Regulations Section 1.7704-1(h); the Transfer will not cause (i) all or any portion of the assets of the Fund to constitute Plan Assets or be subject to Applicable Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner pursuant to ERISA, the Code or the applicable provisions of any Applicable Law; and the Transfer will not cause the Fund, the General Partner or any Limited Partner to be in violation of the Securities Act, or “Blue Sky” or other applicable securities or other laws, or to become subject to any laws, regulations or taxation to which the Fund, the General Partner or such Limited Partner is not subject but for such Transfer (including, by way of example and not in limitation, cause the Interests to be required to be registered under the Securities Exchange Act of 1934 or cause the Fund to be required to register form attached hereto as an “investment company” under the Investment Company Act). Notwithstanding anything to the contrary provided herein, upon the acceptance by the Fund and the General Partner of the Subscription Agreement provided by a Transferee in relation to the Interest that is the subject of a Transfer, the Transferee shall be admitted to the Fund as a substitute partner of the Fund Exhibit C (a “Substitute PartnerJoinder”), and shall succeed to all of the rights and obligations of the Transferor, with respect to such Interest, and the . The General Partner shall list will determine in its sole discretion whether the foregoing conditions have been satisfied and may, in its sole discretion, determine to waive any such Substitute Partner as a partner of conditions to the Fund in the Registerextent permitted by applicable law.

Conditions to Transfer. Any No Member shall be entitled to Transfer all or any part of such Member’s Membership Interest unless all of the following conditions have been met: (a) the Company shall have received a written notice of the proposed Transfer, setting forth the circumstances and details thereof; (b) except for Transfers specifically authorized by Section 7.2.1, the Company shall (at its option) have received a Limited Partner pursuant written opinion from counsel reasonably satisfactory to the terms Company, which in the case of this a permitted Transfer contemplated by Section 17 (Transfers; Substitute Partners) 7.2 shall (unless waived by be the General Partner) require Company’s counsel, in form and substance reasonably satisfactory to the prior written consent Company, specifying the nature and circumstances of the General Partner, proposed Transfer and any related transactions of which shall not be unreasonably withheld if (i) the Person to whom such Transfer is to be made (the “Transferee”) is an Affiliate of the Limited Partner proposing to effect such Transfer (the “Transferor”) or (ii) such Transfer meets the following criteria: the Transferor or the Transferee shall have undertaken to pay all reasonable expenses incurred by the Fund and (unless otherwise waived by the General Partner) the General Partner in connection therewith (whether or not such proposed Transfer is completed) a part, and based on such amounts paid shall facts stating that the proposed Transfer and any related transactions will not be treated as Capital Contributions and shall not reduce the Transferor’s or Transferee’s Remaining Commitment; the General Partner shall have received from the Transferee and Transferor: confirmation in violation of any of the identity registration provisions of the TransfereeSecurities Act, or any applicable state securities laws; confirmation that the Transferee is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act [and a “qualified purchaser” as such term is defined under the Investment Company Act]; a completed Subscription Agreement with respect to the Interest that is the subject of the Transfer, and such assignment agreement and other documents, instruments and certificates as may be reasonably requested by the General Partner, pursuant to which such Transferee shall have agreed to be bound by this Agreement, including if requested a counterpart of this Agreement executed by or on behalf of such Transferee; a certificate or representation to the effect that the representations set forth in the Subscription Agreement of such Transferor are (except as otherwise disclosed to and consented to by the General Partnerc) true and correct with respect to such Transferee as of the date of such Transfer; and such other documents, opinions, instruments and certificates as the General Partner shall have reasonably requested; the Transferee will constitute only one Partner of the Fund within the meaning of Regulations Section 1.7704-1(h); the Transfer will not cause result in the loss of any license or regulatory approval or exemption that has been obtained by the Company and is materially useful in the conduct of its business as then being conducted or proposed to be conducted; (id) all the Transfer will not result in a material and adverse limitation or any portion restriction on the operations of Charter HoldCo taken as a whole; (e) the Company is reimbursed upon request for its reasonable out-of-pocket expenses, except in the case of a permitted Transfer contemplated by Section 7.2, in connection with the Transfer; (f) if the Transfer to the proposed transferee is not otherwise specifically authorized by Section 7.2, the Transfer has been approved by the Manager, which consent may be given or withheld, conditioned or delayed as the Manager may determine in its sole discretion; (g) if the proposed transferee is not a Member or the Transfer to the proposed transferee is not otherwise specifically authorized by Section 7.2, the Transfer receives the Approval of the assets of the Fund to constitute Plan Assets or be subject to Applicable Law, or Members; (iih) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner pursuant to ERISA, the Code or the applicable provisions of any Applicable Law; and the Transfer will not cause the Fund, the General Partner or any Limited Partner Company to be in violation treated as a “publicly traded partnership” within the meaning of section 7704 of the Securities ActCode, or “Blue Sky” or other applicable securities or other laws, or to become subject to any laws, regulations or taxation to which and (i) the Fund, the General Partner or such Limited Partner is Transfer will not subject but for such Transfer (including, by way of example and not in limitation, cause the Interests Company to be required to be registered under the Securities Exchange Act of 1934 or cause the Fund to be required to register treated as an “investment company” under within the meaning of section 3 of the Investment Company Act). Notwithstanding anything to the contrary provided hereinAct of 1940, upon the acceptance by the Fund and the General Partner of the Subscription Agreement provided by a Transferee in relation to the Interest that is the subject of a Transfer, the Transferee shall be admitted to the Fund as a substitute partner of the Fund (a “Substitute Partner”), and shall succeed to all of the rights and obligations of the Transferor, with respect to such Interest, and the General Partner shall list any such Substitute Partner as a partner of the Fund in the Registeramended.

Conditions to Transfer. (a) Any purported Transfer of Units by a Limited Partner Member (a “Transferring Member”) pursuant to the terms of this Section 17 Article IX shall be subject to the satisfaction of the following conditions (Transfers; Substitute Partnersany of which, other than those set forth in clause (v) shall (unless below, may be waived by the General Partner) require the prior written consent Board of the General Partner, which shall not be unreasonably withheld if Managers in its sole discretion): (i) The Transferring Member or the Person to whom such Transfer is to be made (the a “Transferee”) is an Affiliate shall pay or undertake to pay all expenses, including, without limitation, legal fees and expenses, incurred by the Company, the Board of the Limited Partner proposing to effect such Transfer (the “Transferor”) Managers or any other Member on behalf of Company in connection therewith; (ii) such Transfer meets the following criteria: the Transferor or the Transferee The Company shall have undertaken to pay all reasonable expenses incurred by the Fund and (unless otherwise waived by the General Partner) the General Partner in connection therewith (whether or not such proposed Transfer is completed) and such amounts paid shall not be treated as Capital Contributions and shall not reduce the Transferor’s or Transferee’s Remaining Commitment; the General Partner shall have received receive from the Transferee and TransferorTransferee: confirmation of the identity of the Transferee; confirmation that the Transferee is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act [and a “qualified purchaser” as (A) such term is defined under the Investment Company Act]; a completed Subscription Agreement with respect to the Interest that is the subject of the Transfer, and such assignment agreement and other documents, instruments and certificates as may be reasonably requested by the General PartnerBoard of Managers, pursuant to which such Transferee shall have agreed agree to be bound by this Agreement, including if requested a counterpart of this Agreement executed by or on behalf of such Transferee; a certificate or representation to the effect that the representations set forth in the Subscription Agreement of such Transferor are and (except as otherwise disclosed to and consented to by the General PartnerB) true and correct with respect to such Transferee as of the date of such Transfer; and such other documents, opinions, instruments and certificates as the General Partner Board of Managers shall have reasonably requested; request; (iii) The Transferring Member and the Transferee shall each provide a certificate to the effect that: (A) the proposed Transfer will constitute only not be effected on or through: (1) a United States national, regional or local securities exchange; (2) a foreign securities exchange; or (3) an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers (including, without limitation, the over-the-counter-market maintained by OTC Markets Group, Inc.); (B) it is not, and its proposed Transfer or acquisition (as the case may be) will not be made by, through or on behalf of, (1) a Person, such as a broker or a dealer, making a market in Units; or (2) a Person who makes available to the public bid or offer quotes with respect to Units; and (C) any offers to sell the Transferring Member’s Units by the Transferring Member did not violate any provisions of any applicable securities laws; (iv) Such Transfer will not be effected on or through an “established securities market” or a “secondary market or the substantial equivalent thereof,” as such terms are used in Treasury Regulations Section 1.7704-1; (v) Such Transfer would not result in the Company at any time during its taxable year having more than one Partner of the Fund hundred (100) partners, within the meaning of Treasury Regulations Section 1.7704-1(h1(h)(1)(ii) (taking into account Treasury Regulations Section 1.7704-1(h)(3); ); (vi) Such Transferring Member or Transferee shall, prior to making any such Transfer, deliver to the Company an opinion of counsel as described in Section 9.3(b); (vii) If the Transfer will not cause (i) all or any portion of the assets of the Fund to constitute Plan Assets or be subject to Applicable Law, or (ii) the General Partner to become is other than a fiduciary with respect to any existing or contemplated Limited Partner pursuant to ERISA, the Code or the applicable provisions of any Applicable Law; and the Transfer will not cause the Fund, the General Partner or any Limited Partner to be in violation of the Securities Act, or “Blue Sky” or other applicable securities or other laws, or to become subject to any laws, regulations or taxation to which the Fund, the General Partner or such Limited Partner is not subject but for such Transfer (including, by way of example and not in limitation, cause the Interests to be required to be registered under the Securities Exchange Act of 1934 or cause the Fund to be required to register as an “investment company” under the Investment Company Act). Notwithstanding anything to the contrary provided herein, upon the acceptance by the Fund and the General Partner of the Subscription Agreement provided by a Transferee in relation to the Interest that is the subject of a Permitted Transfer, the Transferee Non-Transferring Members shall be admitted to granted the Fund Rights of First Refusal as set forth in Section 9.3(c); (viii) If: (A) EFO is Transferring Units; and (B) the Transfer is other than a substitute partner Permitted Transfer of the Fund type set forth in Section 9.2, HMNY shall be granted the Tag-Along Rights as set forth in Section 9.3(d); and (ix) If: (A) HMNY is Transferring Units; and (B) the Transfer is other than a “Substitute Partner”), and shall succeed to all Permitted Transfer of the rights and obligations of type set forth in Section 9.2, HMNY shall be granted the Transferor, with respect to such Interest, and the General Partner shall list any such Substitute Partner Drag-Along Rights as a partner of the Fund set forth in the RegisterSection 9.3(e).

Conditions to Transfer. Any purported Transfer of an interest in the Company by a Limited Partner Non-Managing Member pursuant to the terms of this Section 17 (Transfers; Substitute Partners) shall (unless waived by the General Partner) require Article XI shall, in addition to requiring the prior written consent referred to in Section 10.1(a), be subject to the satisfaction of the General Partner, which shall not be unreasonably withheld if following conditions: (i) the Non-Managing Member that proposes to effect such Transfer (a “Transferor”) or the Person to whom such Transfer is to be made (the a “Transferee”) is an Affiliate of the Limited Partner proposing to effect such Transfer (the “Transferor”) or (ii) such Transfer meets the following criteria: the Transferor or the Transferee shall have undertaken to pay paid all reasonable expenses incurred by the Fund Company and (unless otherwise waived by the General Partner) the General Partner Managing in connection therewith (whether or not such proposed Transfer is completedconsummated); (ii) and such amounts paid the Managing Member shall not be treated as Capital Contributions and shall not reduce have been given at least 30 days’ prior written notice of the Transferor’s or Transferee’s Remaining Commitment; proposed Transfer; (iii) the General Partner Company shall have received from the Transferee and Transferor: confirmation and, in the case of clause (C) below, from the identity of the Transferee; confirmation that the Transferee is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act [and a “qualified purchaser” as such term is defined under the Investment Company Act]; a completed Subscription Agreement with respect Transferor to the Interest that is extent specified by the subject of the Transfer, and Managing Member, (A) such assignment agreement and other documents, instruments and certificates as may be reasonably requested by the General PartnerManaging Member, pursuant to which such Transferee shall have agreed to be bound by this Agreement, including if requested a counterpart of this Agreement executed by or on behalf of such Transferee; , (B) a certificate or representation to the effect that the representations set forth in the Subscription Agreement of such Transferor are (except as otherwise disclosed to and consented to by the General PartnerManaging Member) true and correct with respect to such Transferee as of the date of such Transfer; Transfer and (C) such other documents, opinions, instruments and certificates as the General Partner Managing Member shall have reasonably requested; ; (iv) such Transferor or Transferee shall have delivered to the Company the opinion of counsel described in Section 11.1(c), which counsel and opinion shall be reasonably satisfactory to the Managing Member; (v) Such Transferee will constitute only one Partner of the Fund is an “accredited investor” within the meaning of Regulations Section 1.7704-1(h)Regulation D promulgated under the Securities Act; the and (vi) Such Transfer will not cause (i) all or any portion of the assets of the Fund to constitute Plan Assets or be subject to Applicable Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner pursuant to ERISA, the Code or the applicable provisions of any Applicable Law; and the Transfer will does not cause the FundManaging Member, any of its Affiliates, the General Partner Company or any Limited Partner of the Members to be in violation of subjected to any regulations or reporting requirements that the Securities Act, Managing Member reasonably believes to be significant or “Blue Sky” or other applicable securities or other laws, burdensome or to become subject to any lawstax obligation. The Managing Member may waive, regulations in its sole discretion, any or taxation to which the Fund, the General Partner or such Limited Partner is not subject but for such Transfer (including, by way of example and not in limitation, cause the Interests to be required to be registered under the Securities Exchange Act of 1934 or cause the Fund to be required to register as an “investment company” under the Investment Company Act). Notwithstanding anything to the contrary provided herein, upon the acceptance by the Fund and the General Partner of the Subscription Agreement provided by a Transferee in relation to the Interest that is the subject of a Transfer, the Transferee shall be admitted to the Fund as a substitute partner of the Fund (a “Substitute Partner”), and shall succeed to all of the rights and obligations of the Transferor, with respect to such Interest, and the General Partner shall list any such Substitute Partner as a partner of the Fund conditions set forth in the Registerthis Section 10.1(b).

Conditions to Transfer. Any No Stockholder may Transfer by all or any part of its Shares (including to any Permitted Transferee) unless all of the following conditions have been met: (a) the Company shall have received written notice of the proposed Transfer, setting forth the circumstances and details thereof; (b) the Company shall (at its option) have received an attorney's written opinion, in a Limited Partner pursuant form reasonably satisfactory to the terms of this Section 17 (Transfers; Substitute Partners) shall (unless waived by Company, specifying the General Partner) require the prior written consent nature and circumstances of the General Partnerproposed Transfer, which shall and based on such facts stating that the proposed Transfer will not be unreasonably withheld if in violation of any of the registration provisions of the Securities Act of 1933, as amended, or any applicable state securities laws; (ic) the Person to whom such Transfer is to be made (the “Transferee”) is an Affiliate of the Limited Partner proposing to effect such Transfer (the “Transferor”) or (ii) such Transfer meets the following criteria: the Transferor or the Transferee shall have undertaken to pay all reasonable expenses incurred by the Fund and (unless otherwise waived by the General Partner) the General Partner in connection therewith (whether or not such proposed Transfer is completed) and such amounts paid shall not be treated as Capital Contributions and shall not reduce the Transferor’s or Transferee’s Remaining Commitment; the General Partner Company shall have received from the Transferee (and Transferor: confirmation any Transferee's spouse if such spouse will receive a community property interest in the Shares) a written consent to be bound by all of the identity terms and conditions of this Agreement in the Transfereeform of Exhibit B hereto; confirmation that (d) the Transferee Transfer will not result in the loss of any license or regulatory approval or exemption which has been obtained by the Company and is an “accredited investor” within materially useful in the meaning conduct of Regulation D promulgated under its business as then being conducted; (e) the Securities Act [and a “qualified purchaser” as such term is defined under the Investment Company Act]; a completed Subscription Agreement with respect Board has consented to the Interest that Transfer, which consent may be given or withheld in its sole discretion; (f) the Company is the subject of reimbursed upon request for its reasonable expenses in connection with the Transfer, and such assignment agreement and other documents(g) the Transfer is made in compliance with the provisions of this Article 1. Notwithstanding the foregoing, instruments and certificates as may be reasonably requested by no party hereto shall avoid the General Partner, pursuant to which such Transferee shall have agreed to be bound by this Agreement, including if requested a counterpart provisions of this Agreement executed by making one or on behalf more Transfers to one or more Permitted Transferees and then disposing of such Transferee; a certificate or representation to the effect that the representations set forth in the Subscription Agreement of such Transferor are (except as otherwise disclosed to and consented to by the General Partner) true and correct with respect to such Transferee as of the date of such Transfer; and such other documents, opinions, instruments and certificates as the General Partner shall have reasonably requested; the Transferee will constitute only one Partner of the Fund within the meaning of Regulations Section 1.7704-1(h); the Transfer will not cause (i) all or any portion of the assets such party’s interest in any such Permitted Transferee. The provisions of the Fund to constitute Plan Assets or be subject to Applicable Law, or (ii) the General Partner to become a fiduciary with respect this Section 1.1 shall not apply to any existing or contemplated Limited Partner transfer of Shares by Dxxxxx Xxx Xxxxxxxx (“Sxxxxxxx”) to the Company pursuant to ERISA, the Code or the applicable provisions of any Applicable Law; and the Transfer will not cause the Fund, the General Partner or any Limited Partner to be in violation of the Securities Act, or “Blue Sky” or other applicable securities or other laws, or to become subject to any laws, regulations or taxation to which the Fund, the General Partner or such Limited Partner is not subject but for such Transfer (including, by way of example and not in limitation, cause the Interests to be required to be registered under the Securities Exchange Act of 1934 or cause the Fund to be required to register as an “investment company” under the Investment Company Act). Notwithstanding anything to the contrary provided herein, upon the acceptance by the Fund and the General Partner of the Subscription Agreement provided by a Transferee in relation to the Interest that is the subject of a Transfer, the Transferee shall be admitted to the Fund as a substitute partner of the Fund (a “Substitute Partner”), and shall succeed to all of the rights and obligations of the Transferor, with respect to such Interest, and the General Partner shall list any such Substitute Partner as a partner of the Fund in the RegisterStock Purchase Agreement.

Conditions to Transfer. Any purported Transfer of Units by a Limited Partner pursuant to the terms of this Section 17 (Transfers; Substitute Partners) shall (unless waived by 4.6 shall, in addition to any other requirements set forth in this Agreement, be subject to the General Partner) require the prior written consent satisfaction of the General Partner, which shall not be unreasonably withheld if following conditions: (i) the Person to whom such Transfer is to be made (Transferor and the “Transferee”) is an Affiliate of the Limited Partner proposing to effect such Transfer (the “Transferor”) or (ii) such Transfer meets the following criteria: the Transferor or the proposed Transferee shall have undertaken to pay all reasonable expenses incurred by the Fund Partnership and (unless otherwise waived by the General Partner) the General Partner in connection therewith with such Transfer; (whether or not such proposed Transfer is completedii) and such amounts paid shall not be treated as Capital Contributions and shall not reduce the Transferor’s or Transferee’s Remaining Commitment; the General Partner shall have been given at least 20 days’ prior written notice of the proposed Transfer; (iii) the Partnership shall have received from the proposed Transferee and Transferor: confirmation and, in the case of clause (C) below, from the identity of the Transferee; confirmation that the Transferee is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act [and a “qualified purchaser” as such term is defined under the Investment Company Act]; a completed Subscription Agreement with respect Transferor to the Interest that is extent specified by the subject of the TransferGeneral Partner, and (A) such assignment agreement and other documents, instruments and certificates as may be reasonably requested by the General Partner, pursuant to which such the proposed Transferee shall have agreed to be bound by this Agreement, including including, if requested by the General Partner, a counterpart of this Agreement executed by or on behalf of such Transferee; , (B) in the case of a Transfer of Units by a Limited Partner issued pursuant to a Contribution Agreement, a certificate or representation to the effect that the representations set forth in the Subscription applicable Contribution Agreement to which the Transferor (or the original Transferor of such Transferor Units, if applicable) is a party are (except as otherwise disclosed to and consented to by the General Partner) true and correct with respect to such proposed Transferee as of the date of such Transfer; , and (C) such other documents, opinions, instruments instruments, and certificates as the General Partner shall have reasonably requested; (iv) the Transferor and the proposed Transferee shall have delivered to the Partnership an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the General Partner, to the effect that: (A) such Transfer will not require registration under the Securities Act or violate any provision of any applicable non-U.S. securities laws; the Transferee will constitute only one Partner of the Fund within the meaning of Regulations Section 1.7704-1(h); (B) the Transfer will not cause require the Partnership to register as an investment company under the Investment Company Act; (iC) all such Transfer will not require any of the General Partner, the Advisor, or any portion of their respective Affiliates to register as an investment adviser under the assets of the Fund to constitute Plan Assets or be subject to Applicable Law, or Advisers Act; (iiD) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner pursuant to ERISA, the Code or the applicable provisions of any Applicable Law; and the such Transfer will not cause the FundPartnership to be treated as a corporation or an association taxable as a corporation under the Code; and (E) such Transfer will not violate either this Agreement or the laws, rules, or regulations of any state or any governmental authority applicable to the Partnership, the General Partner Transferor, the Transferee, or any Limited Partner such Transfer; (v) each of the Transferor and the proposed Transferee shall have provided a certificate or representation to the effect that: (A) the proposed Transfer will not be effected on or through (1) a U.S. national, regional or local securities exchange, (2) a non-U.S. securities exchange, or (3) an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers; (B) it is not, and its proposed Transfer or acquisition (as the case may be) will not be made by, through, or on behalf of, (1) a Person, such as a broker or a dealer, making a market in violation of interests in the Partnership, or (2) a Person that makes available to the public bid or offer quotes with respect to the Interests; (C) the Transferee is an “accredited investor,” as such term is defined under the Securities Act, or ; and (D) the Transferee is a “Blue Skyqualified purchaser” or other applicable securities or other laws, or to become subject to any laws, regulations or taxation to which the Fund, the General Partner or such Limited Partner is not subject but for such Transfer (including, by way as defined in Section 2(a)(51) of example and not in limitation, cause the Interests to be required to be registered under the Securities Exchange Act of 1934 or cause the Fund to be required to register as an “investment company” under the Investment Company Act); and (vi) such Transfer will not be effected on or through an “established securities market” or a “secondary market or the substantial equivalent thereof,” as such terms are used in Treasury Regulations Section 1.7704-1. Notwithstanding anything to the contrary provided herein, upon the acceptance A Person that acquires an Interest by the Fund and the General Partner of the Subscription Agreement provided by a Transferee Transfer in relation to the Interest that is the subject of a Transfer, the Transferee accordance with this Section 4.6(c) shall be admitted to the Fund Partnership as a substitute partner Limited Partner to the extent of the Fund (a “Substitute Partner”), and shall succeed to all of the rights and obligations of the Transferor, with respect to such Interest, and the General Partner shall list any such Substitute Partner as a partner of the Fund in the RegisterTransferred Units.

Conditions to Transfer. Any purported Transfer by a Limited Partner pursuant to the terms of this Section 17 (Transfers; Substitute Partners) shall (unless waived by the General Partner) require 11 shall, in addition to requiring the prior written consent referred to in Section 11.1(a), be subject to the satisfaction of the General Partner, which shall not be unreasonably withheld if following conditions: (i) the Limited Partner that proposes to effect such a Transfer (a "TRANSFEROR") or the Person to whom such Transfer is to be made (a "TRANSFEREE") shall pay all expenses M&M Capital Professionals Fund, L.P. Second Amended and Restated L.P. Agreement incurred by the “Transferee”) is an Affiliate Partnership or the General Partner on behalf of the Limited Partner proposing to effect such Transfer (the “Transferor”) or Partnership in connection therewith; (ii) such Transfer meets the following criteria: Partnership shall receive from the Transferee (and in the case of clause (C) below, from the Transferor or to the Transferee shall have undertaken to pay all reasonable expenses incurred by the Fund and (unless otherwise waived extent specified by the General Partner) the General Partner in connection therewith (whether or not A) such proposed Transfer is completed) and such amounts paid shall not be treated as Capital Contributions and shall not reduce the Transferor’s or Transferee’s Remaining Commitment; the General Partner shall have received from the Transferee and Transferor: confirmation of the identity of the Transferee; confirmation that the Transferee is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act [and a “qualified purchaser” as such term is defined under the Investment Company Act]; a completed Subscription Agreement with respect to the Interest that is the subject of the Transfer, and such assignment agreement and other documents, instruments and certificates as may be reasonably requested by the General Partner, pursuant to which such Transferee shall have agreed to be become bound by this Agreement, including if requested including, without limitation, a counterpart of this Agreement executed by or on behalf of such Transferee; , (B) a certificate or representation to the effect that the representations set forth in the Subscription Agreement of such Transferor Transferee are (except as otherwise disclosed to and consented to by the General Partner) true and correct with respect to such Transferee as of the date of such Transfer; Transfer and (C) such other documents, opinions, instruments and certificates as the General Partner shall have reasonably requested; request; (iii) such Transferor or Transferee shall, prior to making any such Transfer, deliver to the Partnership the opinion of counsel described in Section 11.1(c); (iv) the General Partner may, in its sole discretion, require any Limited Partner wishing to make a Transfer under this Section 11 or such Transferee to pay to the Partnership such amount in immediately available funds as is sufficient to cover all expenses incurred by or on behalf of the Partnership in connection with such substitution or Transfer, and in connection therewith, to execute and deliver such documents, instruments, certificates and opinions of counsel as the General Partner shall request; (v) the General Partner shall be given at least 30 days' prior written notice of such desired Transfer; (vi) the Transferor and the Transferee shall each provide a certificate to the effect that (A) the proposed Transfer will constitute only one Partner not be effected on or through (1) a U.S. national, regional or local securities exchange, (2) a non-U.S. securities exchange or (3) an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers (including, without limitation, NASDAQ or a foreign equivalent thereto) and (B) it is not, and its proposed Transfer or acquisition (as the case may be) will not be made by, through or on behalf of, (1) a Person, such as a broker or a dealer, making a market in interests in the Partnership or (2) a Person who makes available to the public bid or offer quotes with respect to interests in the Partnership; M&M Capital Professionals Fund, L.P. Second Amended and Restated L.P. Agreement (vii) such Transfer will not be effected on or through an "established securities market" or a "secondary market or the substantial equivalent thereof," as such terms are used in section 1.7704-1 of the Fund Treasury Regulations; and (viii) such Transfer would not result in the Partnership at any time during its taxable year having more than 100 partners within the meaning of section 1.7704- 1(h)(1)(ii) of the Treasury Regulations Section (taking into account section 1.7704-1(h); the Transfer will not cause (i1(h)(3) all or any portion of the assets of the Fund to constitute Plan Assets or be subject to Applicable Law, or (ii) the Treasury Regulations). The General Partner to become a fiduciary with respect to may waive any existing or contemplated Limited Partner pursuant to ERISA, the Code or the applicable provisions of any Applicable Law; and the Transfer will not cause the Fund, the General Partner or any Limited Partner to be in violation of the Securities Act, or “Blue Sky” or other applicable securities or other laws, or to become subject to any laws, regulations or taxation to which the Fund, the General Partner or such Limited Partner is not subject but for such Transfer (including, by way of example and not in limitation, cause the Interests to be required to be registered under the Securities Exchange Act of 1934 or cause the Fund to be required to register as an “investment company” under the Investment Company Act). Notwithstanding anything to the contrary provided herein, upon the acceptance by the Fund and the General Partner of the Subscription Agreement provided by a Transferee in relation to the Interest that is the subject of a Transfer, the Transferee shall be admitted to the Fund as a substitute partner of the Fund (a “Substitute Partner”), and shall succeed to all of the rights and obligations conditions set forth in this Section 11.1(b) (other than clause (vii) hereof) if in its sole discretion, it deems it in the best interest, or not opposed to the interest, of the Transferor, with respect Partnership to such Interest, and the General Partner shall list any such Substitute Partner as a partner of the Fund in the Registerdo so.

Conditions to Transfer. Any No Member shall be entitled to Transfer all or any part of such Member’s Membership Interest unless all of the following conditions have been met: (a) the Company shall have received a written notice of the proposed Transfer, setting forth the circumstances and details thereof; (b) except for Transfers specifically authorized by Section 7.2.3, the Company shall (at its option) have received a Limited Partner pursuant written opinion from counsel reasonably satisfactory to the terms Company, which in the case of this a permitted Transfer contemplated by Section 17 (Transfers; Substitute Partners) 7.2 shall (unless waived by be the General Partner) require Company’s counsel, in form and substance reasonably satisfactory to the prior written consent Company, specifying the nature and circumstances of the General Partner, proposed Transfer and any related transactions of which shall not be unreasonably withheld if (i) the Person to whom such Transfer is to be made (the “Transferee”) is an Affiliate of the Limited Partner proposing to effect such Transfer (the “Transferor”) or (ii) such Transfer meets the following criteria: the Transferor or the Transferee shall have undertaken to pay all reasonable expenses incurred by the Fund and (unless otherwise waived by the General Partner) the General Partner in connection therewith (whether or not such proposed Transfer is completed) a part, and based on such amounts paid shall facts stating that the proposed Transfer and any related transactions will not be treated as Capital Contributions and shall not reduce in violation of any of the Transferor’s registration provisions of the Securities Act, or Transferee’s Remaining Commitmentany applicable state securities laws; (c) the General Partner Company shall have received from the Transferee and Transferor: confirmation of the identity of the Transferee; confirmation that the Transferee is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act [and transferee a “qualified purchaser” as such term is defined under the Investment Company Act]; a completed Subscription Agreement with respect to the Interest that is the subject of the Transfer, and such assignment agreement and other documents, instruments and certificates as may be reasonably requested by the General Partner, pursuant to which such Transferee shall have agreed written consent to be bound by all of the terms and conditions of this Agreement, including if requested a counterpart of this Agreement executed by or on behalf of such Transferee; a certificate or representation to the effect that the representations set forth in the Subscription Agreement of such Transferor are (except as otherwise disclosed to and consented to by the General Partnerd) true and correct with respect to such Transferee as of the date of such Transfer; and such other documents, opinions, instruments and certificates as the General Partner shall have reasonably requested; the Transferee will constitute only one Partner of the Fund within the meaning of Regulations Section 1.7704-1(h); the Transfer will not cause result in the loss of any license or regulatory approval or exemption that has been obtained by the Company and is materially useful in the conduct of its business as then being conducted or proposed to be conducted; (e) the Transfer will not result in a material and adverse limitation or restriction on the operations of the Company taken as a whole; (f) the Company is reimbursed upon request for its reasonable out-of-pocket expenses, except in the case of a permitted Transfer contemplated by Section 7.2, in connection with the Transfer; (g) if the Transfer to the proposed transferee is not otherwise specifically authorized by Section 7.2, the Transfer has been approved by the Manager, which consent may be given or withheld, conditioned or delayed as the Manager may determine in its sole discretion; (h) if the proposed transferee is not a Member or the Transfer to the proposed transferee is not otherwise specifically authorized by Section 7.2, the Transfer receives the Approval of the Members; (i) all or any portion of the assets of the Fund to constitute Plan Assets or be subject to Applicable Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner pursuant to ERISA, the Code or the applicable provisions of any Applicable Law; and the Transfer will not cause the Fund, the General Partner or any Limited Partner Company to be in violation treated as a “publicly traded partnership” within the meaning of section 7704 of the Securities ActCode, or “Blue Sky” or other applicable securities or other laws, or to become subject to any laws, regulations or taxation to which and (j) the Fund, the General Partner or such Limited Partner is Transfer will not subject but for such Transfer (including, by way of example and not in limitation, cause the Interests Company to be required to be registered under the Securities Exchange Act of 1934 or cause the Fund to be required to register treated as an “investment company” under within the meaning of section 3 of the Investment Company Act). Notwithstanding anything to the contrary provided hereinAct of 1940, upon the acceptance by the Fund and the General Partner of the Subscription Agreement provided by a Transferee in relation to the Interest that is the subject of a Transfer, the Transferee shall be admitted to the Fund as a substitute partner of the Fund (a “Substitute Partner”), and shall succeed to all of the rights and obligations of the Transferor, with respect to such Interest, and the General Partner shall list any such Substitute Partner as a partner of the Fund in the Registeramended.

Conditions to Transfer. Any Except as otherwise provided in this ARTICLE IX, no Member may Transfer all or any part of such Member’s Membership Interest, including an Economic Interest therein, unless (i) approved by the Board (which, prior to the Merger Deadline, must include all of the Vinco Managers), (ii) such Member complies with the provisions of this ARTICLE IX, as applicable, and (iii) unless waived by the Board, all of the following conditions have been met: (a) the Company has received written notice of the proposed Transfer at least forty-five (45) days prior to the proposed effective date of such Transfer setting forth the circumstances and details thereof (including, without limitation, the name of the transferee, evidence of financial ability to consummate the Transfer, and source of funding of the purchase price); (b) the Company has (at its option) received, from or on behalf of the transferring Member (at its expense), an attorney’s written opinion from a Limited Partner reputable and recognized law firm, in form and substance reasonably satisfactory to the Company, specifying the nature and circumstances of the proposed Transfer, and based on such facts stating that the proposed Transfer will not be in violation of any of the registration provisions of the Securities Act or any applicable state securities laws; (c) if the Transfer results in the transferee acquiring a Membership Interest in the Company, the Company has received from the transferee a written agreement substantially in the form of the Adoption Agreement attached hereto as Exhibit A, or in such other form as approved by the Board, to be bound by all of the terms and conditions of this Agreement; (d) if the Transfer results in the transferee acquiring a Membership Interest in the Company and the transferee is a natural person that is married, the Company has received a written consent substantially in the form of the Spousal Consent attached hereto as Exhibit B, or in such other form as approved by the Board, executed by such transferee’s spouse; (e) the Transfer will not result in the loss of any license or regulatory approval or exemption that has been obtained by the Company and is materially useful in the conduct of its business as then being conducted or proposed to be conducted; (f) the Transfer will not result in the violation of the Patriot Act or any other applicable law or regulation; (g) the Company is reimbursed upon request for its reasonable expenses in connection with the Transfer; (h) the transferring Member is not otherwise restricted from transferring such Membership Interest pursuant to the terms of this Section 17 (Transfers; Substitute Partners) shall (unless waived by an agreement between such Member and the General Partner) require the prior written consent of the General Partner, which shall not be unreasonably withheld if Company; (i) the Person to whom such Transfer is to be made (the “Transferee”) is an Affiliate of the Limited Partner proposing to effect such Transfer (the “Transferor”) or (ii) such Transfer meets the following criteria: the Transferor or the Transferee shall have undertaken to pay all reasonable expenses incurred by the Fund and (unless otherwise waived by the General Partner) the General Partner in connection therewith (whether or not such proposed Transfer is completed) and such amounts paid shall not be treated as Capital Contributions and shall not reduce the Transferor’s or Transferee’s Remaining Commitment; the General Partner shall have received from the Transferee and Transferor: confirmation of the identity of the Transferee; confirmation that the Transferee is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act [and a “qualified purchaser” as such term is defined under the Investment Company Act]; a completed Subscription Agreement with respect to the Interest that is the subject of the Transfer, and such assignment agreement and other documents, instruments and certificates as may be reasonably requested by the General Partner, pursuant to which such Transferee shall have agreed to be bound by this Agreement, including if requested a counterpart of this Agreement executed by or on behalf of such Transferee; a certificate or representation to the effect that the representations set forth in the Subscription Agreement of such Transferor are (except as otherwise disclosed to and consented to by the General Partner) true and correct with respect to such Transferee as of the date of such Transfer; and such other documents, opinions, instruments and certificates as the General Partner shall have reasonably requested; the Transferee will constitute only one Partner of the Fund within the meaning of Regulations Section 1.7704-1(h); the Transfer will not cause (i) all or any portion of the assets of the Fund to constitute Plan Assets or be subject to Applicable Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner pursuant to ERISA, the Code or the applicable provisions of any Applicable Law; and the Transfer will not cause the Fund, the General Partner or any Limited Partner Company to be in violation treated as a “publicly traded partnership” within the meaning of Section 7704 of the Securities ActCode, as determined by the Board or “Blue Sky” or pursuant to a ruling received from the IRS; and (j) the Transfer complies with all other applicable securities or other laws, or to become subject to any laws, regulations or taxation to which the Fund, the General Partner or such Limited Partner is not subject but for such Transfer (including, by way requirements of example and not in limitation, cause the Interests to be required to be registered under the Securities Exchange Act of 1934 or cause the Fund to be required to register as an “investment company” under the Investment Company Act). Notwithstanding anything to the contrary provided herein, upon the acceptance by the Fund and the General Partner of the Subscription Agreement provided by a Transferee in relation to the Interest that is the subject of a Transfer, the Transferee shall be admitted to the Fund as a substitute partner of the Fund (a “Substitute Partner”), and shall succeed to all of the rights and obligations of the Transferor, with respect to such Interest, and the General Partner shall list any such Substitute Partner as a partner of the Fund in the Registerthis Agreement.

Conditions to Transfer. Any No Member shall be entitled to Transfer all or any part of such Member's Membership Interest unless all of the following conditions have been met: (a) the Company shall have received a written notice of the proposed Transfer, setting forth the circumstances and details thereof; (b) except for Transfers specifically authorized by Section 7.2.3, the Company shall (at its option) have received a Limited Partner pursuant written opinion from counsel reasonably satisfactory to the terms Company, which in the case of this a permitted Transfer contemplated by Section 17 (Transfers; Substitute Partners) 7.2 shall (unless waived by be the General Partner) require Company's counsel, in form and substance reasonably satisfactory to the prior written consent Company, specifying the nature and circumstances of the General Partner, proposed Transfer and any related transactions of which shall not be unreasonably withheld if (i) the Person to whom such Transfer is to be made (the “Transferee”) is an Affiliate of the Limited Partner proposing to effect such Transfer (the “Transferor”) or (ii) such Transfer meets the following criteria: the Transferor or the Transferee shall have undertaken to pay all reasonable expenses incurred by the Fund and (unless otherwise waived by the General Partner) the General Partner in connection therewith (whether or not such proposed Transfer is completed) a part, and based on such amounts paid shall facts stating that the proposed Transfer and any related transactions will not be treated as Capital Contributions and shall not reduce in violation of any of the Transferor’s registration provisions of the Securities Act, or Transferee’s Remaining Commitmentany applicable state securities laws; (c) the General Partner Company shall have received from the Transferee and Transferor: confirmation of the identity of the Transferee; confirmation that the Transferee is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act [and transferee a “qualified purchaser” as such term is defined under the Investment Company Act]; a completed Subscription Agreement with respect to the Interest that is the subject of the Transfer, and such assignment agreement and other documents, instruments and certificates as may be reasonably requested by the General Partner, pursuant to which such Transferee shall have agreed written consent to be bound by this Agreement, including if requested a counterpart all of the terms and conditions of this Agreement executed by or on behalf and, if such Transfer is to PublicCo and the Transferring Member receives common stock of such Transferee; a certificate or representation to the effect that the representations set forth PublicCo in the Subscription Agreement exchange, a written consent from such Member not to Transfer the common stock of such Transferor are PublicCo for one-hundred eighty (except as otherwise disclosed to and consented to by 180) days after the General PartnerClass B Common Measuring Date; (d) true and correct with respect to such Transferee as of the date of such Transfer; and such other documents, opinions, instruments and certificates as the General Partner shall have reasonably requested; the Transferee will constitute only one Partner of the Fund within the meaning of Regulations Section 1.7704-1(h); the Transfer will not cause result in the loss of any license or regulatory approval or exemption that has been obtained by the Company and is materially useful in the conduct of its business as then being conducted or proposed to be conducted; (e) the Transfer will not result in a material and adverse limitation or restriction on the operations of the Company taken as a whole; (f) the Company is reimbursed upon request for its reasonable out-of-pocket expenses, except in the case of a permitted Transfer contemplated by Section 7.2, in connection with the Transfer; (g) if the Transfer to the proposed transferee is not otherwise specifically authorized by Section 7.2, the Transfer has been approved by the Manager, which consent may be given or withheld, conditioned or delayed as the Manager may determine in its sole discretion; (h) if the proposed transferee is not a Member or the Transfer to the proposed transferee is not otherwise specifically authorized by Section 7.2, the Transfer receives the Approval of the Members; (i) all or any portion of the assets of the Fund to constitute Plan Assets or be subject to Applicable Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner pursuant to ERISA, the Code or the applicable provisions of any Applicable Law; and the Transfer will not cause the Fund, the General Partner or any Limited Partner Company to be in violation treated as a "publicly traded partnership" within the meaning of section 7704 of the Securities ActCode, or “Blue Sky” or other applicable securities or other laws, or to become subject to any laws, regulations or taxation to which and (j) the Fund, the General Partner or such Limited Partner is Transfer will not subject but for such Transfer (including, by way of example and not in limitation, cause the Interests Company to be required to be registered under the Securities Exchange Act of 1934 or cause the Fund to be required to register treated as an “"investment company” under " within the meaning of section 3 of the Investment Company Act). Notwithstanding anything to the contrary provided hereinAct of 1940, upon the acceptance by the Fund and the General Partner of the Subscription Agreement provided by a Transferee in relation to the Interest that is the subject of a Transfer, the Transferee shall be admitted to the Fund as a substitute partner of the Fund (a “Substitute Partner”), and shall succeed to all of the rights and obligations of the Transferor, with respect to such Interest, and the General Partner shall list any such Substitute Partner as a partner of the Fund in the Registeramended.

Conditions to Transfer. Any Transfer by a Limited Partner pursuant to the terms Notwithstanding any other provision of this Section 17 Agreement, no Transfer of a Unit may be effected by any holder of a Unit unless: (Transfers; Substitute Partnersi) shall (unless waived such Transfer is in compliance with the Securities Act and all applicable state securities laws, and, if requested by the General Partner, such Transferring Partner has delivered an opinion of such Partner’s counsel to the Partnership, in form and substance reasonably satisfactory to the Partnership, to the effect that such Transfer is either exempt from the requirements of the Securities Act and the applicable securities laws of any state or that such registration requirements have been complied with, (ii) require such Transfer would not cause the Partnership to be treated as an association or “publicly traded partnership” taxable as a corporation and would not make the Partnership ineligible for “safe harbor” treatment under Code Section 7704 and the Treasury Regulations promulgated thereunder, (iii) such Transfer would not cause a termination of SXE for federal income tax purposes (provided that this Section 3.4(b) shall not apply to a BBTS’ distribution of all (and not less than all) of its Units pursuant to a BBTS Distribution if such distribution is made prior written consent to December 5, 2014), and (iv) such Transfer would not cause the Partnership or any Partner to become subject to regulation under either the Investment Company Act of 1940, as amended, or the Investment Advisers Act of 1940, as amended. No Transferee of Units other than a Permitted Transferee shall become a Partner without the approval of the General Partner, which shall approval may not be unreasonably withheld if (i) the withheld, conditioned or delayed. Any Person to whom such Transfer is to be made (the “Transferee”) is an Affiliate admitted as a Partner of the Limited Partner proposing to effect such Transfer (the “Transferor”) or (ii) such Transfer meets the following criteria: the Transferor or the Transferee shall have undertaken to pay all reasonable expenses incurred by the Fund and (unless otherwise waived by the General Partner) the General Partner in connection therewith (whether or not such proposed Transfer is completed) and such amounts paid shall not be treated as Capital Contributions and shall not reduce the Transferor’s or Transferee’s Remaining Commitment; the General Partner shall have received from the Transferee and Transferor: confirmation of the identity of the Transferee; confirmation that the Transferee is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act [and a “qualified purchaser” as such term is defined under the Investment Company Act]; a completed Subscription Agreement with respect to the Interest that is the subject of the Transfer, and such assignment agreement and other documents, instruments and certificates as may be reasonably requested by the General Partner, Partnership pursuant to which such Transferee shall have agreed a Transfer made in accordance with the terms set forth above must agree to be bound by this Agreement, including if requested a counterpart the terms of this Agreement executed by or on behalf of such Transferee; a certificate or representation executing and delivering to the effect that the representations set forth in the Subscription Agreement of such Transferor are (except as otherwise disclosed to and consented to by the General Partner) true and correct with respect to such Transferee as of the date of such Transfer; and such other documents, opinions, instruments and certificates as the General Partner shall have reasonably requested; a joinder to this Agreement in the Transferee will constitute only one Partner of the Fund within the meaning of Regulations Section 1.7704-1(h); the Transfer will not cause (i) all or any portion of the assets of the Fund to constitute Plan Assets or be subject to Applicable Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner pursuant to ERISA, the Code or the applicable provisions of any Applicable Law; and the Transfer will not cause the Fund, the General Partner or any Limited Partner to be in violation of the Securities Act, or “Blue Sky” or other applicable securities or other laws, or to become subject to any laws, regulations or taxation to which the Fund, the General Partner or such Limited Partner is not subject but for such Transfer (including, by way of example and not in limitation, cause the Interests to be required to be registered under the Securities Exchange Act of 1934 or cause the Fund to be required to register form attached hereto as an “investment company” under the Investment Company Act). Notwithstanding anything to the contrary provided herein, upon the acceptance by the Fund and the General Partner of the Subscription Agreement provided by a Transferee in relation to the Interest that is the subject of a Transfer, the Transferee shall be admitted to the Fund as a substitute partner of the Fund Exhibit B (a “Substitute PartnerJoinder”), and shall succeed to all of the rights and obligations of the Transferor, with respect to such Interest, and the . The General Partner shall list will determine in its sole discretion whether the foregoing conditions have been satisfied and may, in its sole discretion, determine to waive any such Substitute Partner as a partner of conditions to the Fund in the Registerextent permitted by applicable law.

Conditions to Transfer. Any Transfer purported transfer by a Limited Partner pursuant to the terms of this Section 17 11 shall, in addition to requiring the prior written consent referred to in Section 11.1(a), be subject to the satisfaction of the following conditions: (Transfers; Substitute Partnersi) the estate or legal representative of the Limited Partner whose interest in the Partnership is proposed to be transferred (a "TRANSFEROR") or the Person to whom such transfer is made (a "TRANSFEREE") shall pay all expenses incurred by the Partnership or the General Partner on behalf of the Partnership in connection therewith; (unless waived ii) the Partnership shall receive from the Transferee (and in the case of clause (c) below, from the Transferor to the extent specified by the General Partner) require the prior written consent of the General Partner, which shall not be unreasonably withheld if (i) the Person to whom such Transfer is to be made (the “Transferee”) is an Affiliate of the Limited Partner proposing to effect such Transfer (the “Transferor”) or (iiA) such Transfer meets the following criteria: the Transferor or the Transferee shall have undertaken to pay all reasonable expenses incurred by the Fund and (unless otherwise waived by the General Partner) the General Partner in connection therewith (whether or not such proposed Transfer is completed) and such amounts paid shall not be treated as Capital Contributions and shall not reduce the Transferor’s or Transferee’s Remaining Commitment; the General Partner shall have received from the Transferee and Transferor: confirmation of the identity of the Transferee; confirmation that the Transferee is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act [and a “qualified purchaser” as such term is defined under the Investment Company Act]; a completed Subscription Agreement with respect to the Interest that is the subject of the Transfer, and such assignment agreement and other documents, instruments and certificates as may be reasonably requested by the General Partner, pursuant to which such Transferee shall have agreed to be become bound by this Agreement, including if requested including, without limitation, a counterpart of this Agreement executed by or on behalf of such Transferee; , (B) a certificate or representation to the effect that the representations set forth in the Subscription Agreement of such Transferor Transferee are (except as otherwise disclosed to and consented to by the General Partner) true and correct with respect to such Transferee as of the date of such Transfer; transfer and (C) such other documents, opinions, instruments and certificates as the General Partner shall have reasonably requested; request; (iii) such transferor or Transferee shall, prior to making any such transfer, deliver to the Transferee will constitute only one Partner Partnership the opinion of the Fund within the meaning of Regulations counsel described in Section 1.7704-1(h11.1(c); the Transfer will not cause ; (i) all or any portion of the assets of the Fund to constitute Plan Assets or be subject to Applicable Law, or (iiiv) the General Partner may, in its sole discretion, require any Limited Partner wishing to become make a fiduciary Transfer under this Section 11 or such Transferee to pay to the Partnership such amount in immediately available funds as is sufficient to cover all expenses incurred by or on behalf of the Partnership in connection with such substitution or Transfer, and in connection therewith, to execute and deliver such documents, instruments, certificates and opinions of counsel as the General Partner shall request; (v) the General Partner shall be given at least 30 days' prior written notice of such desired transfer; (vi) the Transferor and the Transferee shall each provide a certificate to the effect that (A) the proposed transfer shall not be effected on or through (1) a U.S. national, regional or local securities exchange, (2) a non-U.S. securities exchange or (3) an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers (including, without limitation, NASDAQ or a foreign equivalent thereto) and (B) it is not, and its proposed Transfer or acquisition (as the case may be) shall not be made by, through or on behalf of, (1) a Person, such as a broker or a dealer, making a market in interests in the Partnership or (2) a Person who makes available to the public bid or offer quotes with respect to any existing interests in the Partnership; (vii) such transfer shall not be effected on or contemplated Limited Partner pursuant to ERISA, the Code through an "established securities market" or a "secondary market or the applicable provisions of any Applicable Law; and the Transfer will not cause the Fund, the General Partner or any Limited Partner to be substantial equivalent thereof," as such terms are used in violation section 1.7704-1 of the Securities Act, or “Blue Sky” or other applicable securities or other laws, or Treasury Regulations; (viii) the Transferee is within the class of Persons referred to become subject to any laws, regulations or taxation to which the Fund, the General Partner or such Limited Partner is not subject but for such Transfer (including, by way in section 2(a)(13) of example and not in limitation, cause the Interests to be required to be registered under the Securities Exchange Act of 1934 or cause the Fund to be required to register as an “investment company” under the Investment Company Act); and (ix) the Transferee is an Eligible Employee. Notwithstanding anything to the contrary provided herein, upon the acceptance by the Fund and the The General Partner of the Subscription Agreement provided by a Transferee in relation to the Interest that is the subject of a Transfer, the Transferee shall be admitted to the Fund as a substitute partner of the Fund (a “Substitute Partner”), and shall succeed to may waive any or all of the rights and obligations conditions set forth in this Section 11.1(b) (other than clause (vii) hereof) if in its sole discretion, it deems it in the best interest or not opposed to the interest of the Transferor, with respect Partnership to such Interest, and the General Partner shall list any such Substitute Partner as a partner of the Fund in the Registerdo so.

Conditions to Transfer. Any Transfer by a Limited Partner No Transfers (other than pursuant to the terms exercise of this Section 17 a holder’s rights contained in Sections 2.5 or 2.6) of any Share may be made unless and until the Board of Directors shall have received all of the following (Transfers; Substitute Partnersto the extent applicable to the proposed Transfer): (a) shall (unless waived if requested by the General Partner) require Board of Directors, an opinion of responsible counsel (who may be counsel for the prior written consent Company), reasonably satisfactory in form and substance to the Board of Directors, to the General Partner, which shall not be unreasonably withheld if effect that: (i) the Person to whom such Transfer is would not violate the Securities Act or any state securities or “Blue Sky” laws applicable to the Company or any Share to be made (the “Transferee”) is an Affiliate of the Limited Partner proposing to effect such Transfer (the “Transferor”) or transferred; (ii) such Transfer meets would not require the following criteria: the Transferor Company or the Transferee shall have undertaken Board of Directors to pay all reasonable expenses incurred by the Fund and (unless otherwise waived by the General Partner) the General Partner in connection therewith (whether or not such proposed Transfer is completed) and such amounts paid shall not be treated register as Capital Contributions and shall not reduce the Transferor’s or Transferee’s Remaining Commitment; the General Partner shall have received from the Transferee and Transferor: confirmation of the identity of the Transferee; confirmation that the Transferee is an “accredited investor” within the meaning of Regulation D promulgated investment adviser under the Securities Investment Advisers Act [and a “qualified purchaser” of 1940, as such term is defined amended, or to register as an investment company under the Investment Company Act]; a completed Subscription Agreement Act of 1940, as amended; (b) the agreement in writing of such transferee to comply with respect to the Interest that is the subject all of the Transfer, terms and such assignment agreement and other documents, instruments and certificates as may be reasonably requested by the General Partner, pursuant to which such Transferee shall have agreed to be bound by this Agreement, including if requested a counterpart provisions of this Agreement and representations, warranties and covenants reasonably acceptable to the Board of Directors regarding those matters addressed in Article II of the Subscription Agreements; (c) the execution by the transferee of a Joinder Agreement; and (d) the applicable share certificates for cancellation accompanied by a transfer power duly executed by in blank (or, if the registered holder of a share certificate alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Company to indemnify the Company against any claim that may be made against the Company on behalf account of the alleged loss, theft or destruction of such Transferee; certificate). Notwithstanding the foregoing, it shall not be a certificate or representation condition to a Transfer consisting solely of the effect SL Stockholders pledging Shares to comply with this Section 2.2 unless and until the SL Debt Financing Sources acquire beneficial ownership of such Shares (it being understood that the representations set forth in possession or exercise of the Subscription Agreement of such Transferor are (except as otherwise disclosed right to and consented to by the General Partner) true and correct exercise remedies with respect to such Transferee as of the date Shares by a SL Debt Financing Source shall not constitute beneficial ownership of such Transfer; Shares by a SL Debt Financing Source unless and until such other documents, opinions, instruments and certificates as the General Partner shall have reasonably requested; the Transferee will constitute only SL Debt Financing Source Transfers such Shares to itself or to one Partner of the Fund within the meaning of Regulations Section 1.7704-1(hits Affiliates); provided, further, that any Transfer of Shares to the SL Debt Financing Sources or Transfer will of Shares by the SL Debt Financing Sources shall not cause (i) all or any portion of the assets of the Fund to constitute Plan Assets or be subject to Applicable Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner pursuant to ERISA, the Code or the applicable provisions of any Applicable Law; and the Transfer will not cause the Fund, the General Partner or any Limited Partner to be in violation of the Securities Act, or “Blue Sky” or other applicable securities or other laws, or to become subject to any laws, regulations or taxation to which the Fund, the General Partner or such Limited Partner is not subject but for such Transfer (including, by way of example and not in limitation, cause the Interests to be required to be registered under the Securities Exchange Act of 1934 or cause the Fund to be required to register as deliver an “investment company” under the Investment Company Act). Notwithstanding anything to the contrary provided herein, upon the acceptance by the Fund and the General Partner of the Subscription Agreement provided by a Transferee in relation to the Interest that is the subject of a Transfer, the Transferee shall be admitted to the Fund as a substitute partner of the Fund (a “Substitute Partner”), and shall succeed to all of the rights and obligations of the Transferor, with respect to such Interest, and the General Partner shall list any such Substitute Partner as a partner of the Fund in the Registeropinion pursuant Section 2.2(a) hereof.

Conditions to Transfer. Any Transfer by a Limited Partner pursuant to the terms of this Section Article 17 (Transfers; Substitute Partners) shall (unless waived by the General Partner) require requires the prior written consent of the General Partner, which shall not be unreasonably withheld or delayed if (i) the Person to whom such Transfer is to be made (the “"Transferee”") is an Affiliate of the Limited Partner proposing to effect such Transfer (the “"Transferor”) "), or (ii) such Transfer meets the following criteria: the Transferor or the Transferee shall have has undertaken to pay all reasonable expenses incurred by the Fund and (unless otherwise waived by the General Partner) the General Partner in connection therewith (whether or not such proposed Transfer is completed) ), and such amounts paid shall not be treated as Capital Contributions and shall not reduce the Transferor’s 's or Transferee’s 's Remaining Commitment; the General Partner shall have received from the Transferee and Transferor: confirmation of the identity of the Transferee; confirmation that the Transferee is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act [and a “qualified purchaser” as such term is defined under the Investment Company Act]; a completed Subscription Agreement Agreement149 with respect to the Interest that is the subject of the Transfer, and such assignment agreement evidencing such Transfer and other documents, instruments and certificates as may be reasonably requested by the General PartnerPartner as necessary or desirable, duly completed and signed by both parties to such Transfer, pursuant to which such the Transferee shall have has agreed to be bound by this Agreement, including if requested a counterpart of this Agreement executed signed by or on behalf of such the Transferee; a certificate or representation to the effect that the representations set forth in the Subscription Agreement of such the Transferor are (except as otherwise disclosed to and consented to by the General Partner) true and correct with respect to such Transferee as of the date of such Transfer; and such other documents, opinions, opinions,150 instruments and certificates as the General Partner shall have reasonably requested; the Transferee will constitute only one Partner of the Fund within the meaning of Regulations Section 1.7704-1(h); the Transfer will not cause (i) all may request as necessary or any portion of the assets of the Fund to constitute Plan Assets or be subject to Applicable Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner pursuant to ERISA, the Code or the applicable provisions of any Applicable Law; and the Transfer will not cause the Fund, the General Partner or any Limited Partner to be in violation of the Securities Act, or “Blue Sky” or other applicable securities or other laws, or to become subject to any laws, regulations or taxation to which the Fund, the General Partner or such Limited Partner is not subject but for such Transfer (including, by way of example and not in limitation, cause the Interests to be required to be registered under the Securities Exchange Act of 1934 or cause the Fund to be required to register as an “investment company” under the Investment Company Act)desirable. Notwithstanding anything to the contrary provided herein, upon Upon the acceptance by the Fund and the General Partner of the Subscription Agreement provided by a Transferee in relation to the Interest that is the subject of a Transfer, the Transferee shall be admitted to the Fund as a substitute partner of the Fund (a “"Substitute Partner”"), and shall succeed to all of the rights and obligations of the Transferor, with respect to such Interest, and will be deemed to make all of the representations and warranties, covenants and acknowledgements of a Limited Partner pursuant to this Agreement and to grant the power of attorney provided for in Article 19 (Amendments; Power of Attorney), and the General Partner shall list any such Substitute Partner as a partner of the Fund in the Register. The Transferee of any Limited Partner’s Interest shall be treated as having contributed all of the Capital Contributions contributed by, and received all of the allocations and distributions received by, the Transferor of such Interest.

Conditions to Transfer. Any (a) Each Shareholder agrees that as a condition precedent to any Transfer by permitted under this Agreement, (a) each such Transferee of such Equity Securities shall have executed a Limited Partner pursuant to the terms of this Section 17 joinder agreement (Transfers; Substitute Partners) shall (unless waived by the General Partner) require the prior written consent of the General Partner, which shall not be unreasonably withheld if (i) the Person to whom such Transfer is to be made (the “TransfereeJoinder”) is an Affiliate substantially in the form of the Limited Partner proposing to effect such Transfer (the “Transferor”) or (ii) such Transfer meets the following criteria: the Transferor or the Transferee shall have undertaken to pay all reasonable expenses incurred by the Fund and (unless otherwise waived by the General Partner) the General Partner in connection therewith (whether or not such proposed Transfer is completed) and such amounts paid shall not be treated as Capital Contributions and shall not reduce the Transferor’s or Transferee’s Remaining Commitment; the General Partner shall have received from the Transferee and Transferor: confirmation of the identity of the Transferee; confirmation that the Transferee is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act [and a “qualified purchaser” as such term is defined under the Investment Company Act]; a completed Subscription Agreement with respect to the Interest that is the subject of the Transfer, and such assignment agreement and other documents, instruments and certificates as may be reasonably requested by the General PartnerExhibit A, pursuant to which such Transferee shall have agreed to agrees to: (i) become party hereto as a Shareholder, (ii) be bound by the terms and conditions of this Agreement, including if requested a counterpart and (iii) have its Equity Securities be subject to the terms of this Agreement, (b) such Transfer must comply in all respects with the applicable provisions of this Agreement executed and Sections 4.7.4 and 6 of the Certificate of Incorporation, (c) such Transfer must comply in all respects with applicable federal and state securities laws, including the Securities Act (including any applicable exemptions), and (d) such Transfer must comply with Section 2.1. Any failure by or on behalf a Shareholder to comply with the foregoing sentence shall render such Transfer null and void ab initio. (b) Upon any proposed Transfer of Equity Securities, the Company shall not be obligated to register the Transfer of such Transferee; a certificate or representation Equity Securities on the share transfer books of the Company until the Company shall have received: (i) to the extent required to ensure compliance with the Securities Act and any other applicable laws, an opinion of counsel reasonably satisfactory to the Company, to the effect that the representations proposed Transfer of Equity Securities may be effected without registration under the Securities Act or any such other applicable laws and/or, (ii) representation letters in form and substance reasonably satisfactory to the Company to ensure compliance with the provisions of the Securities Act and any other applicable laws. Each certificate evidencing Equity Securities that have been duly Transferred in accordance with this Section 2 shall bear the legend set forth in Section 2.5. (c) Upon becoming a party to this Agreement by execution of a Joinder, a Transferee shall become a “Shareholder” hereunder and substituted for the Subscription Agreement of Transferor, and such Transferee shall enjoy the same rights and be subject to the same obligations as the Transferor are (except as otherwise disclosed to and consented to by the General Partner) true and correct hereunder with respect to such Transferee as of the date of such Transfer; and such other documents, opinions, instruments and certificates as the General Partner shall have reasonably requested; the Transferee will constitute only one Partner of the Fund within the meaning of Regulations Section 1.7704-1(h); the Transfer will not cause (i) all or any portion of the assets of the Fund to constitute Plan Assets or be subject to Applicable Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner pursuant to ERISA, the Code or the applicable provisions of any Applicable Law; and the Transfer will not cause the Fund, the General Partner or any Limited Partner to be in violation of the Securities Act, or “Blue Sky” or other applicable securities or other laws, or to become subject to any laws, regulations or taxation to which the Fund, the General Partner or such Limited Partner is not subject but for such Transfer (including, by way of example and not in limitation, cause the Interests to be required to be registered under the Securities Exchange Act of 1934 or cause the Fund to be required to register as an “investment company” under the Investment Company Act). Notwithstanding anything Common Stock that were Transferred to the contrary provided herein, upon the acceptance by the Fund and the General Partner of the Subscription Agreement provided by a Transferee in relation to the Interest that is the subject of a Transfer, the Transferee shall be admitted to the Fund as a substitute partner of the Fund (a “Substitute Partner”), and shall succeed to all of the rights and obligations of the Transferor, with respect to such Interest, and the General Partner shall list any such Substitute Partner as a partner of the Fund in the RegisterTransferee.

Conditions to Transfer. Any (a) In the case of Wet Funded Loans, by 12:00 p.m. (New York City time) on the related Transfer by a Limited Partner pursuant Date, the Issuer shall give notice to the terms Noteholder Agent of this Section 17 such upcoming Transfer Date and shall deliver or cause to be delivered to the Noteholder Agent: (Transfers; Substitute Partnersi) shall (unless waived by the General Partner) require the prior written consent an estimate of the General Partnernumber of Loans and aggregate Principal Balance of such Loans to be transferred on such Transfer Date (ii) a funding request amount and (iii) a Wet Funded Loan Schedule in computer-readable form with respect to the Loans requested to be transferred on such Transfer Date. (b) In the case of non-Wet Funded Loans, which two (2) Business Days prior to each Transfer Date, the Issuer shall not give notice to the Noteholder Agent of such upcoming Transfer Date and by no later than 4:00 p.m. (New York City time) on the Business Day preceding each Transfer Date, the Issuer shall deliver or cause to be unreasonably withheld if delivered to the Noteholder Agent: (i) an estimate of the number of Loans and aggregate Principal Balance of such Loans to be transferred on such Transfer Date (ii) a funding request amount and (iii) a final Loan Schedule in computer-readable form with respect to the Loans requested to be transferred on such Transfer Date. (c) On each Transfer Date, the Depositor or the applicable QSPE Affiliate shall convey to the Issuer, the Loans and the other property and rights related thereto described in the related S&SA Assignment, and the Issuer, only upon the satisfaction of each of the conditions set forth below on or prior to such Transfer Date, shall deposit or cause to be deposited cash in the amount of the Additional Note Principal Balance received from the Purchaser in the Advance Account in respect thereof, and the Paying Agent shall, promptly after such deposit, withdraw the amount deposited in respect of applicable Additional Note Principal Balance from the Advance Account, and distribute such amount to or at the direction of the Depositor or the applicable QSPE Affiliate. (d) As of the Closing Date and each Transfer Date: (i) the Person Depositor, the QSPE Affiliate and the Servicer, as applicable, shall have delivered to whom the Issuer and the Noteholder Agent duly executed Assignments, which shall have attached thereto a Loan Schedule setting forth the appropriate information with respect to all Loans conveyed on such Transfer is Date and shall have delivered to be made (the “Transferee”) is an Affiliate Noteholder Agent a computer readable transmission of the Limited Partner proposing to effect such Transfer (the “Transferor”) or Loan Schedule; (ii) the Depositor shall have deposited, or caused to be deposited, in the Collection Account all collections received with respect to each of the Loans on and after the applicable Transfer Cut-off Date; (iii) as of such Transfer meets Date, none of the following criteria: Loan Originator, the Transferor Depositor or the Transferee QSPE Affiliate, as applicable, shall (A) be insolvent, (B) be made insolvent by its respective sale of Loans or (C) have undertaken reason to pay all reasonable expenses incurred believe that its insolvency is imminent; (iv) the Revolving Period shall not have terminated; (v) as of such Transfer Date (after giving effect to the sale of Loans on such Transfer Date), there shall be no Overcollateralization Shortfall; (vi) Reserved; (vii) each of the representations and warranties made by the Fund and (unless otherwise waived by the General Partner) the General Partner Loan Originator contained in connection therewith (whether or not such proposed Transfer is completed) and such amounts paid shall not be treated as Capital Contributions and shall not reduce the Transferor’s or Transferee’s Remaining Commitment; the General Partner shall have received from the Transferee and Transferor: confirmation of the identity of the Transferee; confirmation that the Transferee is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act [and a “qualified purchaser” as such term is defined under the Investment Company Act]; a completed Subscription Agreement Exhibit E with respect to the Interest that is the subject Loans shall be true and correct in all material respects as of the Transferrelated Transfer Date with the same effect as if then made and the proviso set forth in Section 3.05 hereof with respect to Loans sold by a QSPE Affiliate shall not be applicable to any Loans, and the Depositor or the QSPE Affiliate, as applicable, shall have performed all obligations to be performed by it under the Basic Documents on or prior to such assignment agreement Transfer Date; (viii) the Depositor or the QSPE Affiliate shall, at its own expense, within one Business Day following the Transfer Date, indicate in its computer files that the Loans identified in each S&SA Assignment have been sold to the Issuer pursuant to this Agreement and other documents, instruments and certificates as may be reasonably the S&SA Assignment; (ix) the Depositor or the QSPE Affiliate shall have taken any action requested by the General PartnerIndenture Trustee, the Issuer or the Noteholders required to maintain the ownership interest of the Issuer in the Trust Estate; (x) no selection procedures believed by the Depositor or the QSPE Affiliate to be adverse to the interests of the Noteholders shall have been utilized in selecting the Loans to be conveyed on such Transfer Date; (xi) the Depositor shall have provided the Issuer, the Indenture Trustee and the Noteholder Agent no later than two Business Days prior to such date a notice of Additional Note Principal Balance in the form of Exhibit A hereto; (xii) after giving effect to the Additional Note Principal Balance associated therewith, the Note Principal Balance will not exceed the Maximum Note Principal Balance; (xiii) all conditions precedent to the Depositor's purchase of Loans pursuant to which such Transferee the Loan Purchase and Contribution Agreement shall have agreed been fulfilled as of such Transfer Date and, in the case of purchases from a QSPE Affiliate, all conditions precedent to be bound by this Agreementthe Issuer's purchase of Loans pursuant to the Master Disposition Confirmation Agreement shall have been fulfilled as of such Transfer Date; (xiv) all conditions precedent to the Noteholders' purchase of Additional Note Principal Balance pursuant to the Note Purchase Agreement shall have been fulfilled as of such Transfer Date; and (xv) with respect to each Loan acquired from any QSPE Affiliate that has a limited right of recourse to the Loan Originator under the terms of the applicable loan purchase agreement, including if requested a counterpart of this Agreement executed by the Loan Originator has not been required to pay any amount to or on behalf of such Transferee; a certificate or representation QSPE Affiliate that lowered the recourse to the effect that the representations set forth in the Subscription Agreement of such Transferor are (except as otherwise disclosed to and consented to by the General Partner) true and correct with respect Loan Originator available to such Transferee as QSPE Affiliate below the maximum recourse to the Loan Originator available to such QSPE Affiliate under the terms of the date related loan purchase contract providing for recourse by that QSPE Affiliate to the Loan Originator. (e) In the case of such Transfer; and such other documentsWet Funded Loans, opinions, instruments and certificates as by no later than 9:00 p.m. (New York City time) on the General Partner shall have reasonably requested; the Transferee will constitute only one Partner of the Fund within the meaning of Regulations Section 1.7704-1(h); the related Transfer will not cause (i) all or any portion of the assets of the Fund to constitute Plan Assets or be subject to Applicable Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner pursuant to ERISADate, the Code Issuer shall deliver or the applicable provisions of any Applicable Law; and the Transfer will not cause the Fund, the General Partner or any Limited Partner to be in violation of the Securities Act, or “Blue Sky” or other applicable securities or other laws, or to become subject to any laws, regulations or taxation to which the Fund, the General Partner or such Limited Partner is not subject but for such Transfer (including, by way of example and not in limitation, cause the Interests to be required to be registered under the Securities Exchange Act of 1934 or cause the Fund to be required to register as an “investment company” under the Investment Company Act). Notwithstanding anything delivered to the contrary provided hereinPurchaser the related Loan Schedule as finalized, upon the acceptance by the Fund and the General Partner of the Subscription Agreement provided by a Transferee in relation computer-readable form acceptable to the Interest that is the subject of a Transfer, the Transferee shall be admitted to the Fund as a substitute partner of the Fund (a “Substitute Partner”), and shall succeed to all of the rights and obligations of the Transferor, with respect to such Interest, and the General Partner shall list any such Substitute Partner as a partner of the Fund in the RegisterPurchaser.

Conditions to Transfer. Any No Member shall be entitled to Transfer by a Limited Partner pursuant to the terms all or any part of this Section 17 (Transfers; Substitute Partners) shall (such Member’s Membership Interest unless waived by the General Partner) require the prior written consent all of the General Partnerfollowing conditions have been met: (a) FilmCo shall have received written notice of the proposed Transfer, which shall not be unreasonably withheld if setting forth the circumstances and details thereof; (ib) the Person Transfer shall be of all (and not less than all) of such Member’s Membership Interest and shall be to whom such Transfer is a Permitted FilmCo Transferee or to another Member; (c) the Member shall remain liable for all Capital Contributions to be made by it hereunder, (d) FilmCo shall (at its option) have received an attorney’s written opinion, in form and substance reasonably satisfactory to FilmCo, specifying the “Transferee”) is an Affiliate nature and circumstances of the Limited Partner proposing to effect proposed Transfer, and based on such Transfer (facts stating that the “Transferor”) or (ii) such Transfer meets the following criteria: the Transferor or the Transferee shall have undertaken to pay all reasonable expenses incurred by the Fund and (unless otherwise waived by the General Partner) the General Partner in connection therewith (whether or not such proposed Transfer is completed) and such amounts paid shall will not be treated in violation of any of the registration provisions of the Securities Act of 1933, as Capital Contributions and shall not reduce the Transferor’s amended, or any applicable state securities laws; (e) if to a Permitted FilmCo Transferee’s Remaining Commitment; the General Partner , FilmCo shall have received from the Permitted FilmCo Transferee and Transferor: confirmation of the identity of the Transferee; confirmation that the Transferee is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act [and a “qualified purchaser” as such term is defined under the Investment Company Act]; a completed Subscription Agreement with respect to the Interest that is the subject of the Transfer, and such assignment its written agreement and other documents, instruments and certificates as may be reasonably requested by the General Partner, pursuant to which such Transferee shall have agreed to be bound by all of the terms and conditions of this Agreement, including if requested a counterpart of this Agreement executed by or on behalf of such Transferee; a certificate or representation to the effect that the representations set forth in the Subscription Agreement of such Transferor are (except as otherwise disclosed to and consented to by the General Partnerf) true and correct with respect to such Transferee as of the date of such Transfer; and such other documents, opinions, instruments and certificates as the General Partner shall have reasonably requested; the Transferee will constitute only one Partner of the Fund within the meaning of Regulations Section 1.7704-1(h); the Transfer will not cause result in the loss of any license or regulatory approval or exemption that has been obtained by FilmCo and is materially useful in the conduct of its business as then being conducted or proposed to be conducted; (ig) FilmCo is reimbursed upon request for its reasonable expenses in connection with the Transfer; and (h) the Transfer complies with all other applicable requirements of this Agreement. In addition to the foregoing, LGE agrees that it will not (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any of its Membership Interest or any portion securities convertible into or exercisable or exchangeable for any of its Membership Interest or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the assets economic consequences of ownership of its Membership Interest, whether any such transaction described in clauses (1) or (2) above is to be settled by delivery of the Fund to constitute Plan Assets or be subject to Applicable Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner pursuant to ERISA, the Code or the applicable provisions of any Applicable Law; and the Transfer will not cause the Fund, the General Partner or any Limited Partner to be in violation of the Securities Act, or “Blue Sky” or other applicable securities or other laws, or to become subject to any laws, regulations or taxation to which the Fund, the General Partner Membership Interest or such Limited Partner is not subject but for such Transfer (includingother securities, by way of example and not in limitation, cause the Interests to be required to be registered under the Securities Exchange Act of 1934 cash or cause the Fund to be required to register as an “investment company” under the Investment Company Act)otherwise. Notwithstanding anything to the contrary provided hereincontained in this Agreement, upon FundCo may pledge its Membership Interest in FilmCo to the acceptance by Collateral Agent (as defined in the Fund and Senior Debt Agreement) for the General Partner benefit of the Subscription Agreement provided by a Transferee Secured Parties under the Senior Debt Agreement, and LGE may pledge its Membership Interest in relation FilmCo to the Interest lenders under the LGE Credit Agreement or under another corporate financing arrangement which restructures, refinances, amends, replaces or supplements the LGE Credit Agreement (whether or not such arrangement is made with the same lenders or agents that is the subject of a Transfer, the Transferee shall be admitted are parties to the Fund as a substitute partner of the Fund (a “Substitute Partner”LGE Credit Agreement), and shall succeed to all of the rights and obligations of the Transferor, with respect to such Interest, and the General Partner shall list any such Substitute Partner as a partner of the Fund in the Register.