Restrictions on Disposition of Private Owner Interest. 8.1. Limitations on Disposition of Private Owner Interest. Except as otherwise provided in this Article VIII, the Private Owner shall not, and may not, Dispose of all or any part of the Private Owner Interest; provided, however, that the Private Owner may (A) make a direct, outright transfer of its entire (but not less than its entire) Private Owner Interest if, and only if, (i) (x) the transferee is a single Person that is a Qualified Transferee, (y) such transferee delivers to the Initial Member a Purchaser Eligibility Certification and the representations and warranties made by such transferee therein shall be true and correct both before and after giving effect to such transfer of 44 the Private Owner Interest, and (z) the Private Owner first obtains the prior written consent of the Initial Member to such transfer, or (ii) such Disposition is done by or at the direction of the Initial Member pursuant to Section 3.13 or 3.14; provided, further, that it is understood that a direct or indirect Disposition of an interest of a third party in the Private Owner (i.e., as opposed to a Disposition of any nature by the Private Owner itself) does not violate this sentence (it being further understood that such transaction might nevertheless violate other provisions of the Transaction Document (such as for example Section 8.2 or 10.1 hereof), and (B) make a direct outright transfer of its right to receive the Interim Management Fee or Management Fee payments as set forth in (and subject to) Section 12.5. Transfers of the entire Private Owner Interest satisfying the foregoing criteria/criteria set forth in clause (A) of the preceding sentence are hereinafter referred to as “Permitted Dispositions.”
Restrictions on Disposition of Private Owner Interest
