Common use of Sale of Units Clause in Contracts

Sale of Units. Subject to compliance with Section 10.4(c): (i) if the Drag-along Sale is structured as a sale of less than all of the Units of the Company on a Fully Diluted Basis to a Third Party Purchaser, then each Member shall sell, with respect to each type, class or series of Units proposed by the Board to be included in the Drag-along Sale, the number of Units and/or Unit Equivalents of such type, class or series equal to the product obtained by multiplying (i) the total number of such type, class or series of Units proposed to be purchased by the Third Party Purchaser by (ii) a fraction (x) the numerator of which is equal to the number of applicable Units on a Fully Diluted Basis that are held by such Member at such time and (y) the denominator of which is equal to the number of applicable Units on a Fully Diluted Basis that are held by all Members at such time; provided that the proceeds of any such Drag-along Sale which are paid to the Members and to which this Section 10.4(b)(i) applies will be allocated among the Members based upon the classes of Units included or deemed to be included in the Drag- along Sale by each of the Members as if the proceeds of such Drag-along Sale were paid to the Members pursuant to Section 13.3 of this Agreement in connection with a Distribution and the Units of the Members included or deemed to be included in such Drag-along Sale were the only outstanding Units of the Company at the time of such Distribution; and (ii) if the Drag-along Sale is structured as a sale of all or substantially all of the consolidated assets of the Company and the Company Subsidiaries or as a merger, consolidation, recapitalization, or reorganization of the Company or other transaction requiring the consent or approval of the Members, then notwithstanding anything to the contrary in this Agreement, each Member shall vote in favor of the transaction and otherwise consent to and raise no objection to such transaction, and shall take all actions to waive any dissenters’, appraisal or other similar rights that it may have in connection with such transaction. The Distribution of the aggregate consideration of such transaction shall be made in accordance with Section 13.3(c).

Sale of Units. Subject Prior to compliance with an Exchange Listing, and subject to Applicable Law and Section 10.4(c): (i) if 10.2 of this Agreement, the Drag-along Sale is structured as a sale of less than Managing Members may sell all or any portion of the Defaulting Member’s Units to any one or more of the Company on a Fully Diluted Basis to a Third Party Purchaser, then each Member shall sell, with respect to each type, class or series of Units proposed by the Board to be included in the Drag-along Sale, the number of Units and/or Unit Equivalents of such type, class or series equal to the product obtained by multiplying (i) the total number of such type, class Fund (which Units may or series of Units proposed to may not be purchased cancelled by the Third Party Purchaser by Investment Manager in its sole discretion), (ii) a fraction the other Members (xother than any Defaulting Members), such offer to be shared among such Members to the extent that they wish to participate in such purchase in proportion to their respective Capital Commitment Percentages, (iii) the numerator Managing Members or (iv) a third party or parties designated by the Managing Members (which third party or parties may be Affiliates of which is the Managing Members or any Member), in each case, at a purchase price equal to such price as the number of applicable Units on a Fully Diluted Basis that are held by such Member at such time Managing Members determine, in their sole discretion, is fair and (y) reasonable under the denominator of which is equal to the number of applicable Units on a Fully Diluted Basis that are held by all Members at such timecircumstances; provided that any such sale shall not be for a purchase price less than current NAV and provided further that prior to any sale to the proceeds Managing Members or any such third party pursuant to this Section 5.2(d), all non-Defaulting Members shall have first been offered an opportunity in writing to purchase the Defaulting Member’s Units as aforesaid, and such sale to the Managing Members or such third party shall only be made to the extent of the portion of the Defaulting Member’s Units that such Members have not purchased or as to which they have not indicated their acceptance of such offer to the Managing Members, in either case, within ten Business Days after receipt of such offer and the terms (including price) of such sale to the Managing Members or such third party shall not be materially more favorable to the Managing Members or such third party than the terms of such sale offered to any non-Defaulting Member under this Section 5.2(d). In addition, the Managing Member shall promptly notify all Members in writing in the event of any such Drag-along Sale which are sale to the Investment Manager or its Affiliates. Any purchase price to be paid to the Members and to which Defaulting Member for its Units under this Section 10.4(b)(i5.2(d) applies will may be allocated among offset by the Members based upon the classes aggregate amount of Units included or deemed to all costs and expenses for which such Member may be included in the Drag- along Sale by each of the Members as if the proceeds of such Drag-along Sale were paid to the Members liable pursuant to Section 13.3 of this Agreement in connection with a Distribution 5.2(g) and the Units of the Members included or deemed interest pursuant to be included in Section 5.2(e)(ii) and such Drag-along Sale were the only outstanding Units of the Company at the time of such Distribution; and (ii) if the Drag-along Sale is structured as a sale of all or substantially all of the consolidated assets of the Company and the Company Subsidiaries or as a merger, consolidation, recapitalization, or reorganization of the Company or other transaction requiring the consent or approval of the Members, then notwithstanding anything to the contrary in this Agreement, each Member shall vote in favor of the transaction and otherwise consent to and raise no objection to such transaction, and shall take all actions to waive any dissenters’, appraisal or other similar rights that it may have in connection with such transaction. The Distribution of the aggregate consideration of such transaction amounts shall be made in accordance with Section 13.3(c)retained by the Fund.

Sale of Units. Subject to compliance with Section 10.4(c): (i) if the Drag-along Sale is structured as a sale of less than all of the Units of the Company on a Fully Diluted Basis to a Third Party Purchaser, then each Member shall sell, with respect to each type, class or series of Units proposed by the Board to be included in the Drag-along Sale, the number of Units and/or Unit Equivalents of such type, class or series equal to the product obtained by multiplying (i) the total number of such type, class or series of Units proposed to be purchased by the Third Party Purchaser by (ii) a fraction (x) the numerator of which is equal to the number of applicable Units on a Fully Diluted Basis that are held by such Member at such time and (y) the denominator of which is equal to the number of applicable Units on a Fully Diluted Basis that are held by all Members at such time; provided that the proceeds of any such Drag-along Sale which are paid to the Members and to which this Section 10.4(b)(i) applies will be allocated among the Members based upon the classes or series of Units included or deemed to be included in the Drag- Drag-along Sale by each of the Members as if the proceeds of such Drag-along Sale were paid to the Members pursuant to Section 13.3 of this Agreement in connection with a Distribution and the Units of the Members included or deemed to be included in such Drag-Drag- along Sale were the only outstanding Units of the Company at the time of such Distribution; and (ii) if the Drag-along Sale is structured as a sale of all or substantially all of the consolidated assets of the Company and the Company Subsidiaries or as a merger, consolidation, recapitalization, or reorganization of the Company or other transaction requiring the consent or approval of the Members, then notwithstanding anything to the contrary in this Agreement, each Member shall vote in favor of the transaction and otherwise consent to and raise no objection to such transaction, and shall take all actions to waive any dissenters’, appraisal or other similar rights that it may have in connection with such transaction. The Distribution of the aggregate consideration of such transaction shall be made in accordance with Section 13.3(c).

Sale of Units. Subject On the basis of the representations and warranties herein contained and subject to compliance with the terms and conditions herein set forth, the Partnership agrees to issue and sell from time to time through the Managers, acting as sales agents, or directly to the Managers acting as principals, and each Manager agrees to use its commercially reasonable efforts to sell, as sales agent for the Partnership, the Units on the following terms: (1) The Units are to be sold by any one of the Managers on a daily basis or otherwise as shall be agreed to by the Partnership and such Manager on any day that (A) is a trading day for the NYSE (other than a day on which the NYSE is scheduled to close prior to its regular weekday closing time), (B) the Partnership, through any of the individuals listed as authorized representatives of the Partnership on Exhibit A hereto (which may be updated from time to time by a certificate from the Partnership to the Managers) (the “Authorized Partnership Representatives”) has instructed any of the individuals listed as authorized representatives of such Manager on Exhibit A hereto (which may be updated from time to time by a certificate from such Manager to the Partnership) (the “Authorized Manager Representatives”) by telephone (confirmed promptly by electronic mail) to make such sales, (C) the Partnership has satisfied its obligations under Section 10.4(c): 6 of this Agreement and (D) no Manager shall have an obligation to offer or sell any Units in the event an offer or sale of the Units on behalf of the Partnership may, in the judgment of such Manager, constitute the sale of a “block” under Rule 10b-18(a)(5) under the Exchange Act or a “distribution” within the meaning of Rule 100 of Regulation M under the Exchange Act, or such Manager reasonably believes it may be deemed an “underwriter” under the Act in a transaction that is other than by means set forth under Section 3(a)(4) hereof. The Partnership will designate (i) if the Drag-along Sale is structured maximum amount of the Units to be sold by such Manager daily as agreed to by such Manager (in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement) and (ii) the minimum price per Unit at which such Units may be sold. Subject to the terms and conditions hereof, such Manager shall use its commercially reasonable efforts to sell on a sale of less than particular day all of the Units designated for the sale by the Partnership on such day. The gross sales price of the Company on a Fully Diluted Basis to a Third Party Purchaser, then each Member Units sold under this Section 3(a) shall sell, with respect to each type, class or series of be the prevailing market price for the Partnership’s Common Units proposed by the Board to be included in the Drag-along Sale, the number of Units and/or Unit Equivalents of such type, class or series equal to the product obtained by multiplying (i) the total number of such type, class or series of Units proposed to be purchased by the Third Party Purchaser by (ii) a fraction (x) the numerator of which is equal to the number of applicable Units on a Fully Diluted Basis that are held sold by such Member at such time and (y) the denominator of which is equal to the number of applicable Units on a Fully Diluted Basis that are held by all Members at such time; provided that the proceeds of any such Drag-along Sale which are paid to the Members and to which Manager under this Section 10.4(b)(i3(a) applies will be allocated among on the Members based upon the classes of Units included or deemed to be included in the Drag- along Sale by each of the Members as if the proceeds of such Drag-along Sale were paid to the Members pursuant to Section 13.3 of this Agreement in connection with a Distribution and the Units of the Members included or deemed to be included in such Drag-along Sale were the only outstanding Units of the Company NYSE at the time of sale of such Distribution; andUnits. For the avoidance of doubt, the Partnership shall submit instructions to sell Units to only one Manager, if any, on any single trading day. (2) The Partnership acknowledges and agrees that (i) there can be no assurance that any Manager will be successful in selling Units, (ii) no Manager will incur any liability or obligation to the Partnership or any other person or entity if it does not sell Units for any reason other than a failure by such Manager to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Units as required under this Section 3 and (iii) no Manager shall be under any obligation to purchase Units on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by such Manager and the Drag-along Sale is structured as Partnership in writing pursuant to a sale of all or substantially all Terms Agreement. (3) Notwithstanding the foregoing, the Partnership, through any of the consolidated assets Authorized Partnership Representatives, may instruct the Authorized Manager Representatives by telephone (confirmed promptly by electronic mail) not to sell Units if such sales cannot be effected at or above the price designated by the Partnership in any such instruction. The Partnership or any Manager may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mail), suspend or terminate the offering of the Company Units with respect to which such Manager is acting as sales agent for any reason and at any time; provided, however, that such suspension or termination shall not affect or impair the Company Subsidiaries parties’ respective obligations with respect to the Units sold hereunder prior to the giving of such notice. During any such period of suspension, the Partnership shall not be obligated to deliver (or as a merger, consolidation, recapitalization, or reorganization cause to be delivered) any of the Company or other transaction requiring the consent or approval documents referred to in Sections 4(n)—(p), be deemed to affirm any of the Members, then notwithstanding anything to the contrary representations or warranties contained in this Agreement, each Member shall vote or be obligated to conduct any due diligence session as referred to in favor Section 4(l) until the termination of the transaction suspension and otherwise consent the recommencement of the offering of the Units pursuant to this Agreement (which recommencement shall constitute a Representation Date). (4) Subject to the terms of a Terms Agreement, the Managers may sell Units (i) by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the NYSE, on any other trading market for the Common Units, (ii) to or through a market maker, or (iii) directly on or through an electronic communication network, a “dark pool” or any similar market venue. Subject to the terms of a Terms Agreement, the Managers may also sell Units by any other method permitted by law, including but not limited to in privately negotiated transactions or by such other method as shall be agreed by the Partnership and raise no objection such Manager pursuant to a Terms Agreement. (5) The compensation to each Manager for sales of the Units with respect to which such Manager acts as sales agent under this Agreement shall be up to 2.0% of the gross sales price of the Units sold pursuant to this Section 3(a) and payable as described in Section 3(b) below. The foregoing rate of compensation shall not apply when any Manager acts as principal, in which case the Partnership may sell Units to such transaction, and Manager as principal at a price mutually agreed upon at the relevant Applicable Time pursuant to a Terms Agreement. (6) Each Manager acting as sales agent hereunder shall take all actions provide written confirmation (which may be by electronic mail) to waive any dissenters’, appraisal or other similar rights that it may have the Partnership following the close of trading on the NYSE each day in connection which the Units with respect to which such transaction. The Distribution Manager is acting as sales agent are sold under this Section 3(a) setting forth the number of the aggregate consideration of Units sold on such transaction shall be made in accordance day, the Gross Proceeds (as defined below), the compensation payable by the Partnership to such Manager with Section 13.3(c)respect to such sales and the Net Proceeds (as defined below) payable to the Partnership.

Sale of Units. Subject to compliance with Section 10.4(c10.04(d): (i) if If the Drag-along Sale is structured as a sale of less than all resulting in a majority of the Common Units (including Preferred Units on an as-converted to Common Units basis) of the Company on a Fully Diluted Basis to being held by a Third Party Purchaser, then each Drag-along Member shall sell, with respect to each type, class or series of Units proposed by the Board Dragging Member to be included in the Drag-along Sale, the number of Units and/or Unit Equivalents of such type, class or series equal to the product obtained by multiplying (ia) the total number of applicable Units on a Fully Diluted Basis held by such type, class or series of Units proposed to be purchased by the Third Party Purchaser Drag-along Member by (iib) a fraction (x) the numerator of which is equal to the number of applicable Units on a Fully Diluted Basis that are held by such the Dragging Member at such time proposes to sell in the Drag-along Sale and (y) the denominator of which is equal to the number of applicable Units on a Fully Diluted Basis that are held by all Members the Dragging Member at such time; provided that the proceeds of any such Drag-along Sale which are paid to the Members and to which this Section 10.4(b)(i) applies will be allocated among the Members based upon the classes of Units included or deemed to be included in the Drag- along Sale by each of the Members as if the proceeds of such Drag-along Sale were paid to the Members pursuant to Section 13.3 of this Agreement in connection with a Distribution and the Units of the Members included or deemed to be included in such Drag-along Sale were the only outstanding Units of the Company at the time of such Distribution; and (ii) if If the Drag-along Sale is structured as a sale of all or substantially all of the consolidated assets of the Company and the Company Subsidiaries or as a merger, consolidation, recapitalization, or reorganization of the Company or other transaction requiring the consent or approval of the Members, then notwithstanding anything to the contrary in this AgreementAgreement (including Section 4.06), each Drag- along Member shall vote in favor of the transaction and otherwise consent to and raise no objection to such transaction, and shall take all actions to waive any dissenters’, appraisal or other similar rights that it may have in connection with such transaction. The Distribution of the aggregate consideration of such transaction shall be made in accordance with Section 13.3(c13.03(c).

Sale of Units. Subject to compliance with Section 10.4(c6.03(d): (i) if If the Drag-along Sale is structured as a sale of less than all resulting in a majority of the Units of the Company on a Fully Diluted Basis to being held by a Third Party Purchaser, then each Drag-along Member shall sell, with respect to each type, class or series of Units proposed by the Board Dragging Member to be included in the Drag-along Sale, the number of Units and/or Unit Equivalents of such type, class or series (with Units, including Incentive Units treated as one class for this purpose) equal to the product obtained by multiplying (i) the total number of applicable Units on a Fully Diluted Basis held by such type, class or series of Drag-along Member (with all Units proposed to be purchased by the Third Party Purchaser treated as one class) by (ii) a fraction (x) the numerator of which is equal to the number of applicable Units on a Fully Diluted Basis that are held by such the Dragging Member at such time proposes to sell in the Drag-along Sale (with all Units treated as one class) and (y) the denominator of which is equal to the number of applicable Units on a Fully Diluted Basis that are held by all Members the Dragging Member at such time; provided that the proceeds of any such Drag-along Sale which are paid to the Members and to which this Section 10.4(b)(i) applies will be allocated among the Members based upon the classes of time (with all Units included or deemed to be included in the Drag- along Sale by each of the Members treated as if the proceeds of such Drag-along Sale were paid to the Members pursuant to Section 13.3 of this Agreement in connection with a Distribution and the Units of the Members included or deemed to be included in such Drag-along Sale were the only outstanding Units of the Company at the time of such Distributionone class); and (ii) if If the Drag-along Sale is structured as a sale of all or substantially all of the consolidated assets of the Company and the Company Subsidiaries Company’s subsidiaries or as a merger, consolidation, recapitalization, or reorganization of the Company or other transaction requiring the consent or approval of the Members, then notwithstanding anything to the contrary in this Agreement, each Drag-along Member shall vote in favor of the transaction and otherwise consent to and raise no objection to such transaction, and shall take all actions to waive any dissenters’, appraisal or other similar rights that it may have in connection with such transaction. The Distribution of the aggregate consideration of such transaction shall be made in accordance with Section 13.3(c)the terms of this Agreement.

Sale of Units. Subject to compliance with Applicable Law and Section 10.4(c): (i) if 10.2 of this Agreement, the Drag-along Sale is structured as a sale of less than Managing Members may sell all or any portion of the Defaulting Member’s Units to any one or more of the Company on a Fully Diluted Basis to a Third Party Purchaser, then each Member shall sell, with respect to each type, class or series of Units proposed by the Board to be included in the Drag-along Sale, the number of Units and/or Unit Equivalents of such type, class or series equal to the product obtained by multiplying (i) the total number of such type, class Fund (which Units may or series of Units proposed to may not be purchased cancelled by the Third Party Purchaser by Investment Manager in its sole discretion), (ii) a fraction the other Members (xother than any Defaulting Members), such offer to be shared among such Members to the extent that they wish to participate in such purchase in proportion to their respective Capital Commitment Percentages, (iii) the numerator Managing Members or (iv) a third party or parties designated by the Managing Members (which third party or parties may be Affiliates of which is the Managing Members or any Member), in each case, at a purchase price equal to such price as the number of applicable Units on a Fully Diluted Basis that are held by such Member at such time Managing Members determine, in their sole discretion, is fair and (y) reasonable under the denominator of which is equal to the number of applicable Units on a Fully Diluted Basis that are held by all Members at such timecircumstances; provided that the proceeds of any such Dragsale shall not be for a purchase price less than current net asset value (“NAV”) and provided further that prior to any sale to the Managing Members or any such third party pursuant to this Section 5.2(d), all non-along Sale Defaulting Members shall have first been offered an opportunity in writing to purchase the Defaulting Member’s Units as aforesaid, and such sale to the Managing Members or such third party shall only be made to the extent of the portion of the Defaulting Member’s Units that such Members have not purchased or as to which are they have not indicated their acceptance of such offer to the Managing Members, in either case, within ten Business Days after receipt of such offer. Any purchase price to be paid to the Members and to which Defaulting Member for its Units under this Section 10.4(b)(i5.2(d) applies will may be allocated among offset by the Members based upon the classes aggregate amount of Units included or deemed to all costs and expenses for which such Member may be included in the Drag- along Sale by each of the Members as if the proceeds of such Drag-along Sale were paid to the Members liable pursuant to Section 13.3 of this Agreement in connection with a Distribution 5.2(g) and the Units of the Members included or deemed interest pursuant to be included in Section 5.2(e)(ii) and such Drag-along Sale were the only outstanding Units of the Company at the time of such Distribution; and (ii) if the Drag-along Sale is structured as a sale of all or substantially all of the consolidated assets of the Company and the Company Subsidiaries or as a merger, consolidation, recapitalization, or reorganization of the Company or other transaction requiring the consent or approval of the Members, then notwithstanding anything to the contrary in this Agreement, each Member shall vote in favor of the transaction and otherwise consent to and raise no objection to such transaction, and shall take all actions to waive any dissenters’, appraisal or other similar rights that it may have in connection with such transaction. The Distribution of the aggregate consideration of such transaction amounts shall be made in accordance with Section 13.3(c)retained by the Fund.

Sale of Units. Subject to compliance with Section 10.4(c9.02(d): (i) if If the Drag-along Sale is structured as a sale of less than all resulting in a majority of the Class A Units of the Company on a Fully Diluted Basis to being held by a Third Party Purchaser, then each Drag-along Member shall sell, with respect to each type, class or series of Units proposed by the Board Dragging Member to be included in the Drag-along Sale, the number of Units and/or Unit Equivalents of such type, class or series (with Class A Units and Class B Units treated as one class for this purpose) equal to the product obtained by multiplying (i) the total number of applicable Units held by such type, Drag-along Member (with Class A Units and Class B Units treated as one class or series of Units proposed to be purchased by the Third Party Purchaser for this purpose) by (ii) a fraction (x) the numerator of which is equal to the number of applicable Units on a Fully Diluted Basis that are held by such the Dragging Member at such time proposes to sell in the Drag-along Sale (with Class A Units and Class B Units treated as one class for this purpose) and (y) the denominator of which is equal to the number of applicable Units on a Fully Diluted Basis that are held by all Members the Dragging Member at such time; provided that the proceeds of any such Drag-along Sale which are paid to the Members time (with Class A Units and to which Class B Units treated as one class for this Section 10.4(b)(i) applies will be allocated among the Members based upon the classes of Units included or deemed to be included in the Drag- along Sale by each of the Members as if the proceeds of such Drag-along Sale were paid to the Members pursuant to Section 13.3 of this Agreement in connection with a Distribution and the Units of the Members included or deemed to be included in such Drag-along Sale were the only outstanding Units of the Company at the time of such Distributionpurpose); and (ii) if If the Drag-along Sale is structured as a sale of all or substantially all of the consolidated assets of the Company and the Company Subsidiaries or as a merger, consolidation, recapitalization, or reorganization of the Company or other transaction requiring the consent or approval of the Members, then notwithstanding anything to the contrary in this AgreementAgreement (including Section 4.05), each Drag-along Member entitled to vote shall vote in favor of the transaction and otherwise consent to and raise no objection to such transaction, and shall take all actions to waive any dissenters’, appraisal or other similar rights that it may have in connection with such transaction. . (iii) The Distribution of the aggregate consideration of such transaction any Drag-along Sale shall be made in accordance with Section 13.3(c12.03(c).

Sale of Units. Subject to compliance with Section 10.4(c11.04(d): (i) if If the Drag-along Sale is structured as a sale of less than all resulting in a majority of the Common Units of the Company on a Fully Diluted Basis to being held by a Third Party Purchaser, then each Drag-along Member shall sell, with respect to each type, class or series of Units proposed by the Board Dragging Member to be included in the Drag-along Sale, the number of Units and/or Unit Equivalents of such type, class or series (with Common Units and Incentive Units treated as one class for this purpose) equal to the product obtained by multiplying (i) the total number of applicable Units on a Fully Diluted Basis held by such type, class or series of Drag-along Member (with Common Units proposed to be purchased by the Third Party Purchaser and Incentive Units treated as one class) by (ii) a fraction (x) the numerator of which is equal to the number of applicable Units on a Fully Diluted Basis that are held by such the Dragging Member at such time proposes to sell in the Drag-along Sale (with Common Units and Incentive Units treated as one class) and (y) the denominator of which is equal to the number of applicable Units on a Fully Diluted Basis that are held by all Members the Dragging Member at such time; provided that the proceeds of any such Drag-along Sale which are paid to the Members time (with Common Units and to which this Section 10.4(b)(i) applies will be allocated among the Members based upon the classes of Incentive Units included or deemed to be included in the Drag- along Sale by each of the Members treated as if the proceeds of such Drag-along Sale were paid to the Members pursuant to Section 13.3 of this Agreement in connection with a Distribution and the Units of the Members included or deemed to be included in such Drag-along Sale were the only outstanding Units of the Company at the time of such Distributionone class); and (ii) if If the Drag-along Sale is structured as a sale of all or substantially all of the consolidated assets of the Company and the Company Subsidiaries or as a merger, consolidation, recapitalization, or reorganization of the Company or other transaction requiring the consent or approval of the Members, . then notwithstanding anything to the contrary in this AgreementAgreement (including Section 4.06), each Drag-along Member shall vote in favor of the transaction and otherwise consent to and raise no objection to such transaction, and shall take all actions to waive any dissenters’, appraisal or other similar rights that it may have in connection with such transaction. The Distribution of the aggregate consideration of such transaction shall be made in accordance with Section 13.3(c14.03(c).

Sale of Units. Subject to compliance with Applicable Law and Section 10.4(c): (i) if 10.3 of this Agreement, the Drag-along Sale is structured as a sale of less than Managing Members may sell all or any portion of the Defaulting Member’s Units to any one or more of the Company on a Fully Diluted Basis to a Third Party Purchaser, then each Member shall sell, with respect to each type, class or series of Units proposed by the Board to be included in the Drag-along Sale, the number of Units and/or Unit Equivalents of such type, class or series equal to the product obtained by multiplying (i) the total number of such type, class Fund (which Units may or series of Units proposed to may not be purchased cancelled by the Third Party Purchaser by Investment Manager in its sole discretion), (ii) a fraction the other Members (xother than any Defaulting Members), such offer to be shared among such Members to the extent that they wish to participate in such purchase in proportion to their respective Capital Commitment Percentages, (iii) the numerator Managing Members or (iv) a third party or parties designated by the Managing Members (which third party or parties may be Affiliates of which is the Managing Members or any Member), in each case, at a purchase price equal to such price as the number of applicable Units on a Fully Diluted Basis that are held by such Member at such time Managing Members determine, in their sole discretion, is fair and (y) reasonable under the denominator of which is equal to the number of applicable Units on a Fully Diluted Basis that are held by all Members at such timecircumstances; provided that the proceeds of any such Dragsale shall not be for a purchase price less than current net asset value (“NAV”) and provided further that prior to any sale to the Managing Members or any such third party pursuant to this Section 5.2(d), all non-along Sale Defaulting Members shall have first been offered an opportunity in writing to purchase the Defaulting Member’s Units as aforesaid, and such sale to the Managing Members or such third party shall only be made to the extent of the portion of the Defaulting Member’s Units that such Members have not purchased or as to which are they have not indicated their acceptance of such offer to the Managing Members, in either case, within ten Business Days after receipt of such offer. Any purchase price to be paid to the Members and to which Defaulting Member for its Units under this Section 10.4(b)(i5.2(d) applies will may be allocated among offset by the Members based upon the classes aggregate amount of Units included or deemed to all costs and expenses for which such Member may be included in the Drag- along Sale by each of the Members as if the proceeds of such Drag-along Sale were paid to the Members liable pursuant to Section 13.3 of this Agreement in connection with a Distribution 5.2(g) and the Units of the Members included or deemed interest pursuant to be included in Section 5.2(e)(iii) and such Drag-along Sale were the only outstanding Units of the Company at the time of such Distribution; and (ii) if the Drag-along Sale is structured as a sale of all or substantially all of the consolidated assets of the Company and the Company Subsidiaries or as a merger, consolidation, recapitalization, or reorganization of the Company or other transaction requiring the consent or approval of the Members, then notwithstanding anything to the contrary in this Agreement, each Member shall vote in favor of the transaction and otherwise consent to and raise no objection to such transaction, and shall take all actions to waive any dissenters’, appraisal or other similar rights that it may have in connection with such transaction. The Distribution of the aggregate consideration of such transaction amounts shall be made in accordance with Section 13.3(c)retained by the Fund.

Sale of Units. Subject to compliance with Section 10.4(c10.04(d): (i) if If the Drag-along Sale is structured as a sale of less than all resulting in a majority of the Common Units of the Company on a Fully Diluted Basis to being held by a Third Party Purchaser, then each Drag-along Member shall sell, with respect to each type, class or series of Units proposed by the Board Dragging Member to be included in the Drag-along Sale, the number of Units and/or Unit Equivalents of such type, class or series (with Common Units and Incentive Units treated as one class for this purpose) equal to the product obtained by multiplying (i) the total number of applicable Units on a Fully Diluted Basis held by such type, class or series of Drag-along Member (with Common Units proposed to be purchased by the Third Party Purchaser and Incentive Units treated as one class) by (ii) a fraction (x) the numerator of which is equal to the number of applicable Units on a Fully Diluted Basis that are held by such the Dragging Member at such time proposes to sell in the Drag-along Sale (with Common Units and Incentive Units treated as one class) and (y) the denominator of which is equal to the number of applicable Units on a Fully Diluted Basis that are held by all Members the Dragging Member at such time; provided that the proceeds of any such Drag-along Sale which are paid to the Members time (with Common Units and to which this Section 10.4(b)(i) applies will be allocated among the Members based upon the classes of Incentive Units included or deemed to be included in the Drag- along Sale by each of the Members treated as if the proceeds of such Drag-along Sale were paid to the Members pursuant to Section 13.3 of this Agreement in connection with a Distribution and the Units of the Members included or deemed to be included in such Drag-along Sale were the only outstanding Units of the Company at the time of such Distributionone class); and (ii) if If the Drag-along Sale is structured as a sale of all or substantially all of the consolidated assets of the Company and the Company Subsidiaries or as a merger, consolidation, recapitalization, or reorganization of the Company or other transaction requiring the consent or approval of the Members, then notwithstanding anything to the contrary in this AgreementAgreement (including Section 4.06), each Drag-along Member shall vote in favor of the transaction and otherwise consent to and raise no objection to such transaction, and shall take all actions to waive any dissenters’, appraisal or other similar rights that it may have in connection with such transaction. The Distribution of the aggregate consideration of such transaction shall be made in accordance with Section 13.3(c13.03(c).

Sale of Units. Subject to compliance with Section 10.4(c9.03(d): (i) if If the Drag-along Along Sale is structured as a sale of less than all resulting in a majority of the Common Units of the Company on a Fully Diluted Basis to being held by a Third Party Purchaser, then each Drag-Along Member shall sell, with respect to each type, class or series of Units proposed by the Board Dragging Member to be included in the Drag-along Along Sale, the number of Units and/or Unit Equivalents of such type, class or series (with Common Units and Incentive Units treated as one class for this purpose) equal to the product obtained by multiplying (i) the total number of applicable Units on a Fully Diluted Basis held by such type, class or series of Drag-Along Member (with Common Units proposed to be purchased by the Third Party Purchaser and Incentive Units treated as one class) by (ii) a fraction (x) the numerator of which is equal to the number of applicable Units on a Fully Diluted Basis that are held by such the Dragging Member at such time proposes to sell in the Drag-Along Sale (with Common Units and Incentive Units treated as one class) and (y) the denominator of which is equal to the number of applicable Units on a Fully Diluted Basis that are held by all Members the Dragging Member at such time; provided that the proceeds of any such Drag-along Sale which are paid to the Members time (with Common Units and to which this Section 10.4(b)(i) applies will be allocated among the Members based upon the classes of Incentive Units included or deemed to be included in the Drag- along Sale by each of the Members treated as if the proceeds of such Drag-along Sale were paid to the Members pursuant to Section 13.3 of this Agreement in connection with a Distribution and the Units of the Members included or deemed to be included in such Drag-along Sale were the only outstanding Units of the Company at the time of such Distributionone class); and (ii) if If the Drag-along Along Sale is structured as a sale of all or substantially all of the consolidated assets of the Company and the Company Subsidiaries or as a merger, consolidation, recapitalization, or reorganization of the Company or other transaction requiring the consent or approval of the Members, then notwithstanding anything to the contrary in this AgreementAgreement (including Section 4.06), each Drag-Along Member shall vote in favor of the transaction and otherwise consent to and raise no objection to such transaction, and shall take all actions to waive any dissenters’, appraisal or other similar rights that it may have in connection with such transaction. The Distribution of the aggregate consideration of such transaction shall be made in accordance with Section 13.3(c12.03(c).

Sale of Units. Subject to compliance with Section 10.4(c10.04(d): (i) if If the Drag-along Sale is structured as a sale of less than all resulting in a majority of the Common Units of the Company on a Fully Diluted Basis to being held by a Third Party Purchaser, then each Drag-along Member shall sell, with respect to each type, class or series of Units proposed by the Board Dragging Member to be included in the Drag-along Sale, the number of Units and/or Unit Equivalents of such type, class or series (with Common Units and Incentive Units treated as one class for this purpose) equal to the product obtained by multiplying (i) the total number of applicable Units on a Fully Diluted Basis held by such type, class or series of Drag-along Member (with Common Units proposed to be purchased by the Third Party Purchaser and Incentive Units treated as one class) by (ii) a fraction (x) the numerator of which is equal to the number of applicable Units on a Fully Diluted Basis that are held by such the Dragging Member at such time proposes to sell in the Drag-along Sale (with Common Units and Incentive Units treated as one class) and (y) the denominator of which is equal to the number of applicable Units on a Fully Diluted Basis that are held by all Members the Dragging Member at such time; provided that the proceeds of any such Drag-along Sale which are paid to the Members time (with Common Units and to which this Section 10.4(b)(i) applies will be allocated among the Members based upon the classes of Incentive Units included or deemed to be included in the Drag- along Sale by each of the Members treated as if the proceeds of such Drag-along Sale were paid to the Members pursuant to Section 13.3 of this Agreement in connection with a Distribution and the Units of the Members included or deemed to be included in such Drag-along Sale were the only outstanding Units of the Company at the time of such Distributionone class); and (ii) if If the Drag-along Sale is structured as a sale of all or substantially all of the consolidated assets of the Company and the Company Subsidiaries or as a merger, consolidation, recapitalization, or reorganization of the Company or other transaction requiring the consent or approval of the Members, then notwithstanding anything to the contrary in this Agreement, each Drag-along Member shall vote in favor of the transaction and otherwise consent to and raise no objection to such transaction, and shall take all actions to waive any dissenters’, appraisal or other similar rights that it may have in connection with such transaction. The Distribution of the aggregate consideration of such transaction shall be made in accordance with Section 13.3(c13.03(c).