Common use of Restricted Transfer Clause in Contracts

Restricted Transfer. (a) No Member will directly or indirectly Transfer any Unit or Units (including all or any portion of any Management Incentive Unit) or all or any part of the economic or other rights that comprise such Member’s interest in the Company except (i) Transfers to a Permitted Transferee in compliance with this Article VIII, (ii) with the prior written consent of the Managing Member, (iii) a Permitted Pledge Transfer or (iv) solely in the case of a limited partner in an investment fund that indirectly holds Units, indirect Transfers of Units by such limited partner in connection with the Transfer of its interest in the applicable investment fund. Any attempted Transfer not in compliance with the terms of this Article VIII will be null and void and the Company will not in any way give effect to any such Transfer. In addition to the foregoing, no Member will, and each Member will cause its Affiliates not to, circumvent the provisions of this Agreement by Transferring (or permitting the Transfer of) its securities or any entity whose primary purpose is to hold (directly or indirectly) Units unless such Transfer is otherwise in compliance with the terms of this Article VIII. (b) Any Member who assigns any Units or other interest represented by such Units in the Company (any such Member, an “Assignor”) in accordance with this Article VIII will cease to be a Member of the Company with respect to such Units or other interest represented by such Units and will no longer have any rights or privileges of a Member with respect to such Units or such portion of its interest represented by such Units (but will still be bound by this Agreement in accordance with this Article VIII, subject to Section 8.03), including the power and right to vote (in proportion to the extent of the interest Transferred) on any matter submitted to the Members, and, for voting purposes, such interest will not be counted as outstanding in proportion to the extent of the interest Transferred unless and until the Transferee is admitted as a Member in accordance with Section 8.03. (c) Subject to the terms of this Article VIII, any Person who acquires in any manner whatsoever any Interest (any such Person, an “Assignee”), irrespective of whether such Person has accepted and adopted in writing the terms and provisions of this Agreement, will be deemed by the acceptance of the benefits of the acquisition thereof to have agreed to be subject to and bound by all of the terms, conditions and obligations (but will be entitled to none of the rights or benefits) of this Agreement that any Transferor of such Interest of such Person was subject to or by which such Transferor was bound. (d) Notwithstanding any other provision of this Agreement to the contrary, except as otherwise agreed by each of the Managing Member, the Intel Member and the TPG Member, no Member shall Transfer all or any part of its Units or any right or economic interest pertaining thereto if such Transfer, in the reasonable discretion of the Managing Member, would cause the Company to (i) be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Regulations promulgated thereunder or (ii) fail to qualify for the safe harbor contained in Treasury Regulations Section 1.7704-1(h), it being understood that the Company is not expected to qualify for such safe harbor for the 2020 taxable year. Without limiting any of the foregoing, and notwithstanding any other provision of this Agreement to the contrary, no Member shall Transfer all or any part of its Units or any right or economic interest pertaining thereto during the 2020 taxable year of the Company unless such Transfer either (x) qualifies as a block transfer under Treasury Regulations Section 1.7704-1(e)(2), or (y) is disregarded pursuant to Treasury Regulations Sections 1.7704-1(e)(1)(i) or (ii). Any purported Transfer in contravention of this Section 8.01(d) will be null and void ab initio. (e) For the avoidance of doubt, in addition to any restrictions on Transfer set forth in this Article VIII that may apply to such Transfer, any Transfer of Units by any Member shall be subject to the restrictions on Transfer applicable thereto pursuant to any Award Agreement or other policy, agreement or arrangement with or of PubCo, the Company of any of their Affiliates applicable to such Member.

Restricted Transfer. (a) No Member will directly or indirectly Transfer any Unit or Units (including all or any portion of any Management Incentive Unit) or all or any part of its Units or the economic or other rights that comprise such Member’s interest in the Company Interest except (i) Transfers to a Permitted Transferee in compliance with this Article VIII11 and Article 12, (ii) with the prior written consent of the Managing Member, (iii) a Permitted Pledge Transfer or (iv) solely in the case of a limited partner in an investment fund that indirectly holds Units, indirect Transfers of Units by such limited partner in connection with the Transfer of its interest in the applicable investment fund. Any and any attempted Transfer not in compliance with the terms of this Article VIII 11 or Article 12 will be null and void and the Company will not in any way recognize or give effect to any such Transfer, in each case to the greatest extent permitted by applicable Law. In addition to the foregoing, no Member will, and each Member will cause its Affiliates not to, circumvent take any action or make any arrangement to avoid the provisions of this Agreement Agreement, including by making one or more Transfers to one or more Permitted Transferees and then disposing of all or any portion of such party’s interest in any such Permitted Transferee or by Transferring (or permitting the Transfer of) its securities or of any entity whose primary purpose is to hold (directly or indirectly) Units. Transfers with respect to Units unless such Transfer is otherwise or Member’s Interests may only be undertaken and completed in compliance with this Agreement and the terms of this Article VIIIrestrictions on Transfer contained herein. (b) Any Member who assigns any Units or other interest represented by such Units in the Company (any such Member, an “Assignor”) in accordance with this Article VIII 11 or Article 12 will cease to be a Member of the Company with respect to such Units or other interest represented by such Units and will no longer have any rights or privileges of a Member with respect to such Units or such portion of its other interest represented by such Units (but will still be bound by this Agreement in accordance with this Article VIII, subject to Section 8.0311), including the power and right to vote (in proportion to the extent of the interest Transferred) on any matter submitted to the Members, and, for voting purposes, such interest will not be counted as outstanding in proportion to the extent of the interest Transferred unless and until the Transferee is admitted as a Member in accordance with Section 8.03. (c) Subject to the terms of this Article VIII11, any Person who acquires in any manner whatsoever any Interest Units or other interest in the Company (any such Person, an “Assignee”), irrespective of whether such Person has accepted and adopted in writing the terms and provisions of this Agreement, will be deemed by the acceptance of the benefits of the acquisition thereof to have agreed to be subject to and bound by all of the terms, conditions and obligations (but will be entitled to none of the rights or benefits) of this Agreement that any Transferor transferor of such Interest Units or other interest in the Company of such Person was subject to or by which such Transferor transferor was bound. (d) Notwithstanding any other provision of this Agreement anything to the contrary, except as otherwise agreed by each of the Managing Member, the Intel Member and the TPG Membercontrary in this Agreement, no Member shall Transfer all will be made (directly or any part of its Units or any right or economic interest pertaining thereto if such Transferindirectly), in the reasonable discretion of the Managing Member, which would cause the Company to (i) be classified treated as a “publicly traded partnership” as that term is defined in within the meaning of Section 7704 7704(b) of the Code and Regulations promulgated thereunder or (ii) fail to qualify for the safe harbor contained in and/or Treasury Regulations Regulation Section 1.7704-1(h), it being understood that the Company is not expected to qualify for such safe harbor for the 2020 taxable year. Without limiting any of the foregoing, and notwithstanding any other provision of this Agreement to the contrary, no Member shall Transfer all or any part of its Units or any right or economic interest pertaining thereto during the 2020 taxable year of the Company unless such Transfer either (x) qualifies as a block transfer under Treasury Regulations Section 1.7704-1(e)(2), or (y) is disregarded pursuant to Treasury Regulations Sections 1.7704-1(e)(1)(i) or (ii). Any purported Transfer in contravention of this Section 8.01(d) will be null and void ab initio1.7704 -1. (e) For Notwithstanding anything to the avoidance contrary herein, for purposes of doubtArticle 11 and Article 12, transfers by Waterton or Gryphon (or any other Person holding interests in any entity holding an Interest) of interests in any entity holding an Interest (such Transfers, “Indirect Transfers”) will be treated as though such entity, in addition its capacity as a Member, were making a Transfer of Interests, and in such event, the provisions of Article 11 and Article 12 shall be read and construed so as to provide the parties all of the same rights, terms, conditions and restrictions with respect to any restrictions on Transfer set forth in this Article VIII that may apply such Indirect Transfers as would pertain to Transfers of Interests pursuant to such Transfer, any Transfer of Units by any Member shall be subject to the restrictions on Transfer applicable thereto pursuant to any Award Agreement or other policy, agreement or arrangement with or of PubCo, the Company of any of their Affiliates applicable to such Memberprovisions.

Restricted Transfer. (a) No Member will directly or indirectly Limited Partner shall Transfer any Unit or Units (including all or any portion of any Management Incentive Unit) or all or any part of the economic or other rights that comprise such Member’s interest in the Company except (i) Transfers to a Permitted Transferee in compliance with this Article VIII, (ii) with without the prior written consent of the Managing MemberGeneral Partner, and such of TPG Cayman and Oaktree Cayman as, directly or indirectly (iii) through a Permitted Pledge Transfer direct or (iv) solely indirect ownership interest in any Limited Partner other than through ownership of TMHC Common Stock), then has an ownership interest in Units or Interests in the case of a limited partner in an investment fund that indirectly holds Units, indirect Transfers of Units by such limited partner in connection with the Transfer of its interest in the applicable investment fundPartnership. Any attempted Transfer not in compliance with the terms of this Article VIII will 11 shall be null and void and the Company will Partnership shall not in any way give effect to any such Transfer. In addition , provided that (i) a Management Limited Partner may Transfer any of such Management Limited Partner’s Vested Common Units to the foregoing, no Member will, and each Member will cause its Affiliates not to, circumvent the provisions of this Agreement by Transferring (or permitting the Transfer of) its securities or any entity whose primary purpose is to hold (directly or indirectly) Units unless Management Permitted Transferee thereof if such Transfer is otherwise in compliance with the terms of this Article VIII11 and the Management Permitted Transferee agrees to assume the obligations of the applicable Management Rollover Agreement and (ii) any Limited Partner may at any time Transfer any of such Limited Partner’s Common Units (except for Unvested Common Units) pursuant to the Exchange Agreement without the consent of the General Partner or any Limited Partner, and the Partnership shall give effect to each such Transfer. (b) Any Member Limited Partner who assigns shall Transfer any Units or other interest represented by such Units in the Company (any such MemberPartner, an “Assignor”) in accordance with this Article VIII will 11, shall cease to be a Member Limited Partner of the Company Partnership with respect to such Units or other interest represented by such Units and will shall no longer have any rights or privileges of a Member Limited Partner with respect to such Units or such portion of its interest represented by such Units (but will shall still be bound by this Agreement in accordance with this Article VIII, subject to Section 8.0311), including the power and right to vote (in proportion to the extent of the interest Transferred) on any matter submitted to the Members, and, for voting purposes, such interest will not be counted as outstanding in proportion to the extent of the interest Transferred unless and until the Transferee is admitted as a Member in accordance with Section 8.03. (c) Subject Notwithstanding anything to the terms of this Article VIII, any Person who acquires contrary in any manner whatsoever any Interest (any such Person, an “Assignee”), irrespective of whether such Person has accepted and adopted in writing the terms and provisions of this Agreement, no Transfer will be deemed by made if, in the acceptance opinion of legal counsel or a qualified tax advisor to the benefits of Partnership, there is a material risk that such Transfer would cause the acquisition thereof to have agreed Partnership to be subject to and bound by all classified as a “publicly traded partnership” within the meaning of the terms, conditions and obligations (but will be entitled to none of the rights or benefitsCode Section 7704(b) of this Agreement that any Transferor of such Interest of such Person was subject to or by which such Transferor was boundand/or Treasury Regulation Section 1.7704-1. (d) Notwithstanding any other provision of this Agreement to the contrary, except as otherwise agreed by each of the Managing Member, the Intel Member and the TPG MemberAgreement, no Member shall change of name of a Limited Partner, no Transfer all or any part of its Units or any right or economic interest pertaining thereto if such Transfer, in the reasonable discretion a Unit of the Managing Member, would cause the Company to (i) a Limited Partner and no admission of an additional Limited Partner will be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Regulations promulgated thereunder or (ii) fail to qualify effective for the safe harbor contained in Treasury Regulations Section 1.7704-1(h), it being understood that the Company is not expected to qualify for such safe harbor for the 2020 taxable year. Without limiting any of the foregoing, and notwithstanding any other provision purposes of this Agreement to the contraryuntil such change, no Member shall Transfer all or any part of its Units or any right or economic interest pertaining thereto during the 2020 taxable year of the Company unless such Transfer either (x) qualifies as a block transfer under Treasury Regulations Section 1.7704-1(e)(2), or (y) is disregarded pursuant to Treasury Regulations Sections 1.7704-1(e)(1)(i) or (ii). Any purported Transfer in contravention of this Section 8.01(d) will be null and void ab initio. (e) For the avoidance of doubt, in addition to any restrictions on Transfer set forth in this Article VIII that may apply to such Transfer, any Transfer of Units by any Member shall be subject to the restrictions on Transfer applicable thereto pursuant to any Award Agreement substitution or other policy, agreement or arrangement with or of PubCo, the Company of any of their Affiliates applicable to such Memberaddition is duly reflected in Exhibit 3.1.

Restricted Transfer. (a) No Member Limited Partner shall Transfer any Units without the prior written consent of the General Partner, and such of TPG Cayman and Oaktree Cayman as, directly or indirectly (through a direct or indirect ownership interest in any Limited Partner other than through ownership of TMHC Common Stock), then has an ownership interest in Units or Interests in the Partnership. Any attempted Transfer not in compliance with the terms of this Article 11 shall be null and void and the Partnership shall not in any way give effect to any such Transfer, provided that (i) a Management Limited Partner may Transfer any of such Management Limited Partner’s Vested Common Units to any Management Permitted Transferee thereof if such Transfer is otherwise in compliance with the terms of this Article 11 and the Management Permitted Transferee agrees to assume the obligations of the applicable Management Rollover Agreement and (ii) any Limited Partner may at any time Transfer any of such Limited Partner’s Common Units (except for Unvested Common Units) pursuant to the Exchange Agreement without the consent of the General Partner or any Limited Partner, and the Partnership shall give effect to each such Transfer. (b) Any Limited Partner who shall Transfer any Units (any such Partner, an “Assignor”) in accordance with this Article 11, shall cease to be a Limited Partner of the Partnership with respect to such Units and shall no longer have any rights or privileges of a Limited Partner with respect to such Units (but shall still be bound by this Agreement in accordance with this Article 11). (c) Notwithstanding anything to the contrary in this Agreement, no Transfer will be made if, in the opinion of legal counsel or a qualified tax advisor to the Partnership, there is a material risk that such Transfer would cause the Partnership to be classified as a “publicly traded partnership” within the meaning of Code Section 7704(b) and/or Treasury Regulation Section 1.7704-1. - 27 - (d) Notwithstanding any other provision of this Agreement, no change of name of a Limited Partner, no Transfer of a Unit of a Limited Partner and no admission of an additional Limited Partner will be effective for the purposes of this Agreement until such change, Transfer, substitution or addition is duly reflected in Exhibit 3.1. (e) No Limited Partner shall directly or indirectly Transfer any Unit or Units (including all or any portion of any Management Incentive Unit) or all or any part of the economic or other rights that comprise such MemberLimited Partner’s interest Interest if such Transfer would violate the Xxxxxxx Xxxxxxx Policy, then in the Company except effect, of TMHC (i) Transfers to a Permitted Transferee in compliance with it being understood, for purposes of this Article VIIIclause (f), (ii) with the prior written consent of the Managing Member, (iii) a Permitted Pledge Transfer or (iv) solely in the case of a limited partner in an investment fund that indirectly holds Units, indirect Transfers of Units such Limited Partner’s Interest shall be deemed securities governed by such limited partner in connection with the Transfer of its interest in the applicable investment fund. Any attempted Transfer not in compliance with the terms of this Article VIII will be null and void and the Company will not in any way give effect to any such Transfer. In addition to the foregoing, no Member will, and each Member will cause its Affiliates not to, circumvent the provisions of this Agreement by Transferring (or permitting the Transfer of) its securities or any entity whose primary purpose is to hold (directly or indirectly) Units unless such Transfer is otherwise in compliance with the terms of this Article VIIIXxxxxxx Xxxxxxx Policy). (b) Any Member who assigns any Units or other interest represented by such Units in the Company (any such Member, an “Assignor”) in accordance with this Article VIII will cease to be a Member of the Company with respect to such Units or other interest represented by such Units and will no longer have any rights or privileges of a Member with respect to such Units or such portion of its interest represented by such Units (but will still be bound by this Agreement in accordance with this Article VIII, subject to Section 8.03), including the power and right to vote (in proportion to the extent of the interest Transferred) on any matter submitted to the Members, and, for voting purposes, such interest will not be counted as outstanding in proportion to the extent of the interest Transferred unless and until the Transferee is admitted as a Member in accordance with Section 8.03. (c) Subject to the terms of this Article VIII, any Person who acquires in any manner whatsoever any Interest (any such Person, an “Assignee”), irrespective of whether such Person has accepted and adopted in writing the terms and provisions of this Agreement, will be deemed by the acceptance of the benefits of the acquisition thereof to have agreed to be subject to and bound by all of the terms, conditions and obligations (but will be entitled to none of the rights or benefits) of this Agreement that any Transferor of such Interest of such Person was subject to or by which such Transferor was bound. (d) Notwithstanding any other provision of this Agreement to the contrary, except as otherwise agreed by each of the Managing Member, the Intel Member and the TPG Member, no Member shall Transfer all or any part of its Units or any right or economic interest pertaining thereto if such Transfer, in the reasonable discretion of the Managing Member, would cause the Company to (i) be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Regulations promulgated thereunder or (ii) fail to qualify for the safe harbor contained in Treasury Regulations Section 1.7704-1(h), it being understood that the Company is not expected to qualify for such safe harbor for the 2020 taxable year. Without limiting any of the foregoing, and notwithstanding any other provision of this Agreement to the contrary, no Member shall Transfer all or any part of its Units or any right or economic interest pertaining thereto during the 2020 taxable year of the Company unless such Transfer either (x) qualifies as a block transfer under Treasury Regulations Section 1.7704-1(e)(2), or (y) is disregarded pursuant to Treasury Regulations Sections 1.7704-1(e)(1)(i) or (ii). Any purported Transfer in contravention of this Section 8.01(d) will be null and void ab initio. (e) For the avoidance of doubt, in addition to any restrictions on Transfer set forth in this Article VIII that may apply to such Transfer, any Transfer of Units by any Member shall be subject to the restrictions on Transfer applicable thereto pursuant to any Award Agreement or other policy, agreement or arrangement with or of PubCo, the Company of any of their Affiliates applicable to such Member.

Restricted Transfer. (a) No Member will directly shall Transfer or indirectly permit the Transfer any Unit or Units (including all or any portion of any Management Incentive Unit) or all or any part of the economic or other rights that comprise such Member’s interest in the Company Units, except (i) Transfers to a Permitted Transferee in compliance with this Article VIII, 8; (ii) pursuant to the Intel Call Right as set forth in Article 10, and (iii) with the prior written consent of the Managing Intel Member and Co-Investor Member, (iii) a Permitted Pledge Transfer or (iv) solely in the case of a limited partner in an investment fund that indirectly holds Units, indirect Transfers of Units by such limited partner in connection with the Transfer of its interest in the applicable investment fund. Any attempted Transfer not in compliance with the terms of this Article VIII 8 will be null and void void, and the Company will not in any way give effect to any such Transfer. In addition Further, any Transfer in violation of this Section 8.1 shall result in a suspension of all information rights, voting rights (including with respect to Required Supermajority Approvals, in which case, the foregoing, no consent of any removed Board Members appointed by such Member willshall be deemed to have been provided) and distribution rights of the breaching Member, and all Board Members appointed by such Member shall be deemed immediately removed upon the occurrence of such breach, in each Member will cause its Affiliates not tocase, circumvent until the provisions earlier of this Agreement by Transferring the time at which (or permitting the Transfer ofx) its securities or any entity whose primary purpose is to hold (directly or indirectly) Units unless such Transfer is otherwise in compliance with rescinded or (y) the terms of Units subject to such impermissible Transfer are Transferred to a Person permitted by this Article VIIIAgreement. (b) Any Member who assigns any Units or other interest represented by such Units in the Company (any such Member, an “Assignor”) in accordance with this Article VIII 8 or Article 9 will cease to be a Member of the Company with respect to such Units or other interest in the Company represented by such assigned Units and will no longer have any rights or privileges of a Member with respect to such assigned Units or such portion of its interest represented by such assigned Units (but will still be bound by this Agreement in accordance with this Article VIII8, subject to Section 8.038.5), including the power and right to vote (in proportion to the extent of the interest Transferred) on any matter submitted to the Members, and, for voting purposes, such interest will not be counted as outstanding in proportion to the extent of the interest Transferred unless and until the Transferee transferee is admitted as a Member in accordance with Section 8.038.3. (c) Subject to the terms of this Article VIII8, any Person who acquires in any manner whatsoever any Interest Unit (any such Person, an “Assignee”), irrespective of whether such Person has accepted and adopted in writing the terms and provisions of this Agreement, will be deemed by the acceptance of the benefits of the acquisition thereof to have agreed to be subject to and bound by all of the terms, conditions and obligations (but will be entitled to none of the rights or benefits) of this Agreement that any Transferor of such Interest Unit of such Person was subject to or by which such Transferor was bound. (d) Notwithstanding any other provision of this Agreement to the contrary, except as otherwise agreed by each of the Managing Member, the Intel Member and the TPG Member, no Member shall Transfer all or any part of its Units or any right or economic interest pertaining thereto if such Transfer, in the reasonable discretion of the Managing Member, would cause the Company to (i) be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Regulations promulgated thereunder or (ii) fail to qualify for the safe harbor contained in Treasury Regulations Section 1.7704-1(h), it being understood that the Company is not expected to qualify for such safe harbor for the 2020 taxable year. Without limiting any of the foregoing, and notwithstanding any other provision of this Agreement to the contrary, no Member shall Transfer all or any part of its Units or any right or economic interest pertaining thereto during the 2020 taxable year of the Company unless such Transfer either (x) qualifies as a block transfer under Treasury Regulations Section 1.7704-1(e)(2), or (y) is disregarded pursuant to Treasury Regulations Sections 1.7704-1(e)(1)(i) or (ii). Any purported Transfer in contravention of this Section 8.01(d) will be null and void ab initio. (e) For the avoidance of doubt, in addition to any restrictions on Transfer set forth in this Article VIII that may apply to such Transfer, any Transfer of Units by any Member shall be subject to the restrictions on Transfer applicable thereto pursuant to any Award Agreement or other policy, agreement or arrangement with or of PubCo, the Company of any of their Affiliates applicable to such Member.

Restricted Transfer. (a) No Member Limited Partner shall Transfer any Units without the prior written consent of the General Partner, and such of TPG Cayman and Oaktree Cayman as, directly or indirectly (through a direct or indirect ownership interest in any Limited Partner other than through ownership of TMHC Common Stock), then has an ownership interest in Units or Interests in the Partnership. Any attempted Transfer not in compliance with the terms of this Article 11 shall be null and void and the Partnership shall not in any way give effect to any such Transfer, provided that (i) a Management Limited Partner may Transfer any of such Management Limited Partner’s Vested Common Units to any Management Permitted Transferee thereof if such Transfer is otherwise in compliance with the terms of this Article 11 and the Management Permitted Transferee agrees to assume the obligations of the applicable Management Rollover Agreement and (ii) any Limited Partner may at any time Transfer any of such Limited Partner’s Common Units (except for Unvested Common Units) pursuant to the Exchange Agreement without the consent of the General Partner or any Limited Partner, and the Partnership shall give effect to each such Transfer. (b) Any Limited Partner who shall Transfer any Units (any such Partner, an “Assignor”) in accordance with this Article 11, shall cease to be a Limited Partner of the Partnership with respect to such Units and shall no longer have any rights or privileges of a Limited Partner with respect to such Units (but shall still be bound by this Agreement in accordance with this Article 11). (c) Notwithstanding anything to the contrary in this Agreement, no Transfer will be made if, in the opinion of legal counsel or a qualified tax advisor to the Partnership, there is a material risk that such Transfer would cause the Partnership to be classified as a “publicly traded partnership” within the meaning of Code Section 7704(b) and/or Treasury Regulation Section 1.7704-1. (d) Notwithstanding any other provision of this Agreement, no change of name of a Limited Partner, no Transfer of a Unit of a Limited Partner and no admission of an additional Limited Partner will be effective for the purposes of this Agreement until such change, Transfer, substitution or addition is duly reflected in Exhibit 3.1. (e) No Limited Partner shall directly or indirectly Transfer any Unit or Units (including all or any portion of any Management Incentive Unit) or all or any part of the economic or other rights that comprise such MemberLimited Partner’s interest Interest if such Transfer would violate the Xxxxxxx Xxxxxxx Policy, then in the Company except effect, of TMHC (i) Transfers to a Permitted Transferee in compliance with it being understood, for purposes of this Article VIIIclause (f), (ii) with the prior written consent of the Managing Member, (iii) a Permitted Pledge Transfer or (iv) solely in the case of a limited partner in an investment fund that indirectly holds Units, indirect Transfers of Units such Limited Partner’s Interest shall be deemed securities governed by such limited partner in connection with the Transfer of its interest in the applicable investment fund. Any attempted Transfer not in compliance with the terms of this Article VIII will be null and void and the Company will not in any way give effect to any such Transfer. In addition to the foregoing, no Member will, and each Member will cause its Affiliates not to, circumvent the provisions of this Agreement by Transferring (or permitting the Transfer of) its securities or any entity whose primary purpose is to hold (directly or indirectly) Units unless such Transfer is otherwise in compliance with the terms of this Article VIIIXxxxxxx Xxxxxxx Policy). (b) Any Member who assigns any Units or other interest represented by such Units in the Company (any such Member, an “Assignor”) in accordance with this Article VIII will cease to be a Member of the Company with respect to such Units or other interest represented by such Units and will no longer have any rights or privileges of a Member with respect to such Units or such portion of its interest represented by such Units (but will still be bound by this Agreement in accordance with this Article VIII, subject to Section 8.03), including the power and right to vote (in proportion to the extent of the interest Transferred) on any matter submitted to the Members, and, for voting purposes, such interest will not be counted as outstanding in proportion to the extent of the interest Transferred unless and until the Transferee is admitted as a Member in accordance with Section 8.03. (c) Subject to the terms of this Article VIII, any Person who acquires in any manner whatsoever any Interest (any such Person, an “Assignee”), irrespective of whether such Person has accepted and adopted in writing the terms and provisions of this Agreement, will be deemed by the acceptance of the benefits of the acquisition thereof to have agreed to be subject to and bound by all of the terms, conditions and obligations (but will be entitled to none of the rights or benefits) of this Agreement that any Transferor of such Interest of such Person was subject to or by which such Transferor was bound. (d) Notwithstanding any other provision of this Agreement to the contrary, except as otherwise agreed by each of the Managing Member, the Intel Member and the TPG Member, no Member shall Transfer all or any part of its Units or any right or economic interest pertaining thereto if such Transfer, in the reasonable discretion of the Managing Member, would cause the Company to (i) be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Regulations promulgated thereunder or (ii) fail to qualify for the safe harbor contained in Treasury Regulations Section 1.7704-1(h), it being understood that the Company is not expected to qualify for such safe harbor for the 2020 taxable year. Without limiting any of the foregoing, and notwithstanding any other provision of this Agreement to the contrary, no Member shall Transfer all or any part of its Units or any right or economic interest pertaining thereto during the 2020 taxable year of the Company unless such Transfer either (x) qualifies as a block transfer under Treasury Regulations Section 1.7704-1(e)(2), or (y) is disregarded pursuant to Treasury Regulations Sections 1.7704-1(e)(1)(i) or (ii). Any purported Transfer in contravention of this Section 8.01(d) will be null and void ab initio. (e) For the avoidance of doubt, in addition to any restrictions on Transfer set forth in this Article VIII that may apply to such Transfer, any Transfer of Units by any Member shall be subject to the restrictions on Transfer applicable thereto pursuant to any Award Agreement or other policy, agreement or arrangement with or of PubCo, the Company of any of their Affiliates applicable to such Member.

Restricted Transfer. (a) No Member will directly or indirectly Transfer any Unit or Management Holdco Units (including all or any portion of any Management Incentive Unit) or all or any part of the economic or other rights that comprise such Member’s interest in the Company except (i) Transfers to a Permitted Transferee in compliance with this Article VIII, (ii) with the prior written consent of the Managing Member, Member or (iii) a Permitted Pledge Transfer or (iv) solely in the case of a limited partner in an investment fund that indirectly holds Units, indirect Transfers of Units by such limited partner in connection with the Transfer of its interest in the applicable investment fund. Any attempted Transfer not in compliance with the terms of this Article VIII will be null and void and the Company will not in any way give effect to any such Transfer. In addition to the foregoing, no Member will, and each Member will cause its Affiliates not to, circumvent the provisions of this Agreement by Transferring Transfer of (or permitting the Transfer of) its securities or any entity whose primary purpose is to hold (directly or indirectly) Units unless such Transfer is otherwise in compliance with the terms of this Article VIII. (b) Any Member who assigns any Units or other interest represented by such Units in the Company (any such Member, an “Assignor”) in accordance with this Article VIII will cease to be a Member of the Company with respect to such Units or other interest represented by such Units and will no longer have any rights or privileges of a Member with respect to such Units or such portion of its interest represented by such Units (but will still be bound by this Agreement in accordance with this Article VIII, subject to Section 8.03), including the power and right to vote (in proportion to the extent of the interest Transferred) on any matter submitted to the Members, and, for voting purposes, such interest will not be counted as outstanding in proportion to the extent of the interest Transferred unless and until the Transferee is admitted as a Member in accordance with Section 8.03. (c) Subject to the terms of this Article VIII, any Person who acquires in any manner whatsoever any Interest (any such Person, an “Assignee”), irrespective of whether such Person has accepted and adopted in writing the terms and provisions of this Agreement, will be deemed by the acceptance of the benefits of the acquisition thereof to have agreed to be subject to and bound by all of the terms, conditions and obligations (but will be entitled to none of the rights or benefits) of this Agreement that any Transferor of such Interest of such Person was subject to or by which such Transferor was bound. (d) Notwithstanding any other provision of this Agreement to the contrary, except as otherwise agreed by each of the Managing Member, the Intel GGC Member and the TPG BSMH Member, in each case, for so long as such Member holds Units, no Member shall Transfer all or any part of its Units or any right or economic interest pertaining thereto if such Transfer, in the reasonable discretion of the Managing Member, would cause the Company to (i) be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Regulations promulgated thereunder or (ii) fail to qualify for the safe harbor contained in Treasury Regulations Section 1.7704-1(h), it being understood that the Company is not expected to qualify for such safe harbor for the 2020 taxable year. Without limiting any of the foregoing, and notwithstanding any other provision of this Agreement to the contrary, no Member shall Transfer all or any part of its Units or any right or economic interest pertaining thereto during the 2020 taxable year of the Company unless such Transfer either (x) qualifies as a block transfer under Treasury Regulations Section 1.7704-1(e)(2), or (y) is disregarded pursuant to Treasury Regulations Sections 1.7704-1(e)(1)(i) or (ii). Any purported Transfer in contravention of this Section 8.01(d) will be null and void ab initio. (e) For the avoidance of doubt, in addition to any restrictions on Transfer set forth in this Article VIII that may apply to such Transfer, any Transfer of Units by any Member shall be subject to the restrictions on Transfer applicable thereto pursuant to any Award Agreement or other policy, agreement or arrangement with or of PubCo, Management Holdco, the Company of or any of their Affiliates applicable to such Member.

Restricted Transfer. (a) No Member will directly or indirectly Transfer any Unit or Units (including all or any portion of any Management Incentive Unit) or all or any part of the economic or other rights that comprise such Member’s interest in the Company except (i) Transfers to a Permitted Transferee in compliance with this Article ‎Article VIII, (ii) with the prior written consent of the Managing MemberManager, (iii) a Permitted Pledge Transfer or (iv) solely in the case of a limited partner in an investment fund that indirectly holds Units, indirect Transfers of Units by such limited partner in connection with the Transfer of its interest in the applicable investment fund, or (iv) any indirect Transfer of Units held by the Manager by virtue of any Transfer of Equity Securities in PubCo. Any attempted Transfer not in compliance with the terms of this Article ‎Article VIII will be null and void and the Company will not in any way give effect to any such Transfer. In addition to the foregoing, no Member will, and each Member will cause its Affiliates not to, circumvent the provisions of this Agreement by Transferring (or permitting the Transfer of) its securities or any entity whose primary purpose is to hold (directly or indirectly) Units unless such Transfer is otherwise in compliance with the terms of this Article ‎Article VIII. (b) Any Member who assigns any Units or other interest represented by such Units in the Company (any such Member, an “Assignor”) in accordance with this Article ‎Article VIII will cease to be a Member of the Company with respect to such Units or other interest represented by such Units and will no longer have any rights or privileges of a Member with respect to such Units or such portion of its interest represented by such Units (but will still be bound by this Agreement in accordance with this Article ‎Article VIII, subject to Section 8.03‎8.03), including the power and right to vote (in proportion to the extent of the interest Transferred) on any matter submitted to the Members, and, for voting purposes, such interest will not be counted as outstanding in proportion to the extent of the interest Transferred unless and until the Transferee is admitted as a Member in accordance with Section 8.03‎8. (c) Subject to the terms of this Article VIII, any Person who acquires in any manner whatsoever any Interest (any such Person, an “Assignee”), irrespective of whether such Person has accepted and adopted in writing the terms and provisions of this Agreement, will be deemed by the acceptance of the benefits of the acquisition thereof to have agreed to be subject to and bound by all of the terms, conditions and obligations (but will be entitled to none of the rights or benefits) of this Agreement that any Transferor of such Interest of such Person was subject to or by which such Transferor was bound. (d) Notwithstanding any other provision of this Agreement to the contrary, except as otherwise agreed by each of the Managing Member, the Intel Member and the TPG Member, no Member shall Transfer all or any part of its Units or any right or economic interest pertaining thereto if such Transfer, in the reasonable discretion of the Managing Member, would cause the Company to (i) be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Regulations promulgated thereunder or (ii) fail to qualify for the safe harbor contained in Treasury Regulations Section 1.7704-1(h), it being understood that the Company is not expected to qualify for such safe harbor for the 2020 taxable year. Without limiting any of the foregoing, and notwithstanding any other provision of this Agreement to the contrary, no Member shall Transfer all or any part of its Units or any right or economic interest pertaining thereto during the 2020 taxable year of the Company unless such Transfer either (x) qualifies as a block transfer under Treasury Regulations Section 1.7704-1(e)(2), or (y) is disregarded pursuant to Treasury Regulations Sections 1.7704-1(e)(1)(i) or (ii). Any purported Transfer in contravention of this Section 8.01(d) will be null and void ab initio. (e) For the avoidance of doubt, in addition to any restrictions on Transfer set forth in this Article VIII that may apply to such Transfer, any Transfer of Units by any Member shall be subject to the restrictions on Transfer applicable thereto pursuant to any Award Agreement or other policy, agreement or arrangement with or of PubCo, the Company of any of their Affiliates applicable to such Member.

Restricted Transfer. (a) No Member will directly shall Transfer or indirectly permit the Transfer any Unit or Units (including all or any portion of any Management Incentive Unit) Units or all or any part of the economic or other rights that comprise such Member’s interest in the Company Company, except (i) Transfers to a Permitted Transferee in compliance with this Article VIII10; provided, that if a Transfer to a Permitted Transferee results in a covered transaction as that term is defined 31 C.F.R. Part 800, such Transfer shall require prior written consent of the other Member, (ii) pursuant to the Intel Call Right as set forth in Article 12, and (iii) with the prior written consent of the Managing Member, (iii) a Permitted Pledge Transfer or (iv) solely in Intel Majority and the case of a limited partner in an investment fund that indirectly holds Units, indirect Transfers of Units by such limited partner in connection with the Transfer of its interest in the applicable investment fundBrookfield Majority. Any attempted Transfer not in compliance with the terms of this Article VIII 10 will be null and void void, and the Company will not in any way give effect to any such Transfer. In addition to Further, any Transfer in violation of this Section 10.1 shall result in a suspension of all voting rights of the foregoing, no Member willbreaching Member, and all Board Members appointed by such Member shall be deemed immediately removed upon the occurrence of such breach, in each Member will cause its Affiliates not tocase, circumvent until the provisions earlier of this Agreement by Transferring the time at which (or permitting the Transfer ofx) its securities or any entity whose primary purpose is to hold (directly or indirectly) Units unless such Transfer is otherwise in compliance with rescinded or (y) the terms of Units subject to such impermissible Transfer are Transferred to a Person permitted by this Article VIIIAgreement. (b) Any Member who assigns any Units or other interest represented by such Units in the Company (any such Member, an “Assignor”) in accordance with this Article VIII 10 or Article 11 will cease to be a Member of the Company with respect to such Units or other interest in the Company represented by such assigned Units and will no longer have any rights or privileges of a Member with respect to such assigned Units or such portion of its interest represented by such assigned Units (but will still be bound by this Agreement in accordance with this Article VIII10, subject to Section 8.0310.5), including the power and right to vote (in proportion to the extent of the interest Transferred) on any matter submitted to the Members, and, for voting purposes, such interest will not be counted as outstanding in proportion to the extent of the interest Transferred unless and until the Transferee transferee is admitted as a Member in accordance with Section 8.0310.3. (c) Subject to the terms of this Article VIII10, any Person who acquires in any manner whatsoever any Interest Unit (any such Person, an “Assignee”), irrespective of whether such Person has accepted and adopted in writing the terms and provisions of this Agreement, will be deemed by the acceptance of the benefits of the acquisition thereof to have agreed to be subject to and bound by all of the terms, conditions and obligations (but will be entitled to none of the rights or benefits) of this Agreement that any Transferor transferor of such Interest Unit of such Person was subject to or by which such Transferor transferor was bound. (d) Notwithstanding any other provision of this Agreement anything to the contrary, except as otherwise agreed by each of the Managing Member, the Intel Member and the TPG Membercontrary in this Agreement, no Member shall purported Transfer all will be recognized (directly or any part of its Units or any right or economic interest pertaining thereto indirectly) if such Transfer, in the reasonable discretion of the Managing Member, would cause the Company to (i) be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Regulations promulgated thereunder or (ii) fail to qualify for the safe harbor contained in Treasury Regulations Section 1.7704-1(h), it being understood that the Company Transfer is not expected to qualify for such safe harbor for the 2020 taxable year. Without limiting taken in accordance with any of the foregoing, and notwithstanding any other provision of this Agreement to the contrary, no Member shall Transfer all or any part of its Units or any right or economic interest pertaining thereto during the 2020 taxable year of the Company unless such Transfer either (x) qualifies as a block transfer under Treasury Regulations Section 1.7704-1(e)(2), or (y) is disregarded pursuant to Treasury Regulations Sections 1.7704-1(e)(1)(i) or (ii). Any purported Transfer mandatory CFIUS filing obligations in contravention of this Section 8.01(d) will be null and void ab initio31 C.F.R. Part 800. (e) For the avoidance of doubt, in addition to any restrictions on Transfer set forth in this Article VIII that may apply to such Transfer, any Transfer of Units by any Member shall be subject to the restrictions on Transfer applicable thereto pursuant to any Award Agreement or other policy, agreement or arrangement with or of PubCo, the Company of any of their Affiliates applicable to such Member.