Common use of Transfer of Interest of Members Clause in Contracts

Transfer of Interest of Members. (a) A Member may not Transfer all or any portion of its Interest in the Company to any Person without the consent of the Managing Member (which consent shall not be unreasonably withheld or delayed); provided that, subject to Section 9.3, a Member may, without the consent of the Managing Member or any other Member, Transfer all or a portion of its Interest in the Company (i) to one or more of its Permitted Transferees or (ii) pursuant to the Exchange Agreement. The Managing Member may not Transfer all or any portion of its Interest in the Company to any Person without the consent of the Oaktree Member, so long as the Oaktree Member owns at least 10% of the then outstanding Units, and the Stonehill Member, so long as the Stonehill Member owns at least 10% of the then outstanding Units, other than in connection with a change of control transaction with respect to which all of the Units held by Members (other than the Managing Member) are exchanged pursuant to the terms of the Exchange Agreement. (b) The Transferee of a Member’s Interest in the Company may be admitted to the Company as a Substituted Member upon the prior written consent of the Managing Member (which consent shall not be unreasonably withheld or delayed). Unless a Transferee of a Member’s Interest in the Company is admitted as a Substituted Member under this Section 9.2(b), it shall have none of the powers of a Member hereunder and shall have only such rights of an assignee under the Act as are consistent with this Agreement. No Transferee of a Member’s Interest shall become a Substituted Member unless such Transfer shall be made in compliance with Sections 9.2(a) and 9.3. (c) Upon the Transfer of the entire Interest in the Company of a Member and effective upon the admission of its Transferee as a Member, the Transferor shall be deemed to have withdrawn from the Company as a Member. (d) Upon the death, dissolution, resignation or withdrawal in contravention of Section 10.1, or the bankruptcy of a Member (the “Withdrawing Member”), the Company shall have the right to treat such Member’s successor(s)-in-interest as assignee(s) of such Member’s Interest in the Company, with none of the powers of a Member hereunder and with only such rights of an assignee under the Act as are consistent with this Agreement. For purposes of this Section 9.2(d), if a Withdrawing Member’s Interest in the Company is held by more than one Person (for purposes of this clause (d), the “Assignees”), the Assignees shall appoint one Person with full authority to accept notices and distributions with respect to such Interest in the Company on behalf of the Assignees and to bind them with respect to all matters in connection with the Company or this Agreement. (e) Upon request of the Company, each Member agrees to provide to the Company information regarding its adjusted tax basis in its Interests along with documentation substantiating such amount, and any other information, documentation and certification necessary for the Company to comply with Code section 743 and the Regulations thereunder. (f) The Company shall reflect each Transfer and admission of a Member authorized under this Article 9 by amending the Schedule of Members maintained pursuant to Section 3.1. (g) To the extent that any Units are Transferred in accordance with this Article 9 by any Member (other than the Managing Member), the Transferor shall Transfer to the Transferee an equal number of shares of Class B Common Stock. No Member (other than the Managing Member) shall Transfer any such shares except to a Transferee of an equal number of Units pursuant to a Transfer made in accordance with this Article 9.

Transfer of Interest of Members. (a) A Except as otherwise provided in Section 9.2(d), Section 9.2(e) and Article X, a Member may not Transfer all or any portion of its Interest in the Company to any Person without the prior consent of the Managing Member (which consent shall not be unreasonably withheld or delayed); provided that, subject to Section 9.3, a Member may, without the consent of the Managing Member or any each other Member, Transfer all which consent may be given or a portion of withheld in each such Members’ sole discretion and may include any terms and conditions that any such Member shall deem appropriate in its Interest in the Company (i) to one or more of its Permitted Transferees or (ii) pursuant to the Exchange Agreement. The Managing Member may not Transfer all or any portion of its Interest in the Company to any Person without the consent of the Oaktree Member, so long as the Oaktree Member owns at least 10% of the then outstanding Units, and the Stonehill Member, so long as the Stonehill Member owns at least 10% of the then outstanding Units, other than in connection with a change of control transaction with respect to which all of the Units held by Members (other than the Managing Member) are exchanged pursuant to the terms of the Exchange Agreementsole discretion. (b) The Transferee of a Member’s Interest in the Company may be admitted to the Company as a Substituted Member only upon the receipt of the prior written consent of the Managing Member (each other Member, which consent may be given or withheld in each such Member’s sole discretion and may include any terms and conditions that any such Member shall deem appropriate in its sole discretion. Except as required by law, an assignee of a Member’s Interest or any part thereof who does not become a Substituted Member pursuant to the provisions of this Section 9.2(b) shall have no right to require any information or account of the Company’s transactions, to inspect the Company’s books or to vote on any of the matters upon which a Member would be unreasonably withheld entitled to vote under this Agreement, or delayed)to any other rights of a Member under this Agreement or the Act, except that such assignee shall, to the extent of the interest transferred, be entitled to such Member’s share of the net profits, net losses and gains, and distributions. Unless a No Transferee of a Member’s Interest in the Company is admitted as a Substituted Member under this Section 9.2(b), it shall have none of the powers of a Member hereunder and shall have only such rights of an assignee under the Act as are consistent with this Agreement. No Transferee of a Member’s Interest shall become a Substituted Member unless such Transfer shall also be made in compliance with Sections 9.2(a) and 9.3. (c) Upon the Transfer of the a Member’s entire Interest in the Company of a Member and effective upon immediately after the admission of its Transferee such Member’s Transferee(s) as Substituted Member(s) pursuant to Section 9.2(b), a Member, the Transferor Member shall be deemed to have withdrawn resigned from the Company as a Member. (d) Any Member may Transfer all or any part of its Interest to a Wholly Owned Subsidiary of such Member’s Parent; provided, however, that except as set forth in the following proviso, such Transferee shall not be admitted to the Company as a Substituted Member except in accordance with Section 9.2(b); and provided further that in the event Regulations substantially in the form of proposed Sections 301.7701-2 and 301.7701-3, issued on May 10, 1996 (the “New Regulations”), are adopted and become effective (and to the extent that the New Regulations require an election in order for the Company to be classified as a partnership for Federal income tax purposes, such election has been made), such Transferee shall be admitted to the Company as a Substituted Member, effective as of the latest of (x) the effective date of the New Regulations, (y) the date of any such election and (z) the date of such Transfer, without the necessity of compliance with Section 9.2(b). (e) Upon the death, dissolutiondisability, resignation or withdrawal in contravention of Section 10.1, 10.1 or occurrence of the bankruptcy of a Member (the “Withdrawing Resigning Member”), the Company shall have the right to treat such Member’s successor(s)-in-interest as assignee(s) assignees of such Member’s the Interest in the Company, with none Company of the powers of a Member hereunder and Resigning Member, with only such rights of an assignee of a limited liability company interest under the Act as are consistent with the other terms and provisions of this Agreement and with no other rights under this Agreement. Without limiting the generality of the foregoing, the successor(s)-in-interest of the Resigning Member shall have only the rights to allocations and distributions provided in Articles IV, V and X, unless otherwise waived by all of the other Members in their sole discretion. For purposes of this Section 9.2(d), if a Withdrawing the Resigning Member’s Interest in the Company is held by more than one Person (for purposes of this clause (d)subsection, the “Assignees”), the Assignees shall appoint one Person with full authority to accept notices and distributions with respect to such Interest in the Company on behalf of the Assignees and to bind them with respect to all matters in connection with the Company or this Agreement. (e) Upon request of the Company, each Member agrees to provide to the Company information regarding its adjusted tax basis in its Interests along with documentation substantiating such amount, and any other information, documentation and certification necessary for the Company to comply with Code section 743 and the Regulations thereunder. (f) The Company shall reflect each Transfer and admission of a Member authorized under this Article 9 by amending the Schedule of Members maintained pursuant to Section 3.1. (g) To the extent that any Units are Transferred in accordance with this Article 9 by any Member (other than the Managing Member), the Transferor shall Transfer to the Transferee an equal number of shares of Class B Common Stock. No Member (other than the Managing Member) shall Transfer any such shares except to a Transferee of an equal number of Units pursuant to a Transfer made in accordance with this Article 9.

Transfer of Interest of Members. (a) A Member may not Transfer all or any portion of its Interest in the Company to any Person without the consent of the Managing Member (which consent shall not be unreasonably withheld withheld, conditioned or delayed); provided that, subject to Section 9.3, a Member may, without the consent of the Managing Member or any other Member, Transfer all or a portion of its Interest in the Company (i) to one or more of its Permitted Transferees or (ii) pursuant to the Exchange Agreement. The Managing Member may not Transfer all or any portion of its Interest in the Company to any Person without the consent of the Oaktree Member, so long as the Oaktree Member owns at least 10% of the then outstanding Units, and the Stonehill Member, so long as the Stonehill Member owns at least 10% of the then outstanding Units, other than in connection with a change of control transaction with respect to which all of the Units held by Members (other than the Managing Member) are exchanged pursuant to the terms of the Exchange Agreement. (b) The Transferee of a Member’s Interest in the Company may be admitted to the Company as a Substituted Member upon the prior written consent of the Managing Member (which consent shall not be unreasonably withheld withheld, conditioned or delayed). Unless a Transferee of a Member’s Interest in the Company is admitted as a Substituted Member under this Section 9.2(b), it shall have none of the powers of a Member hereunder and shall have only such rights of an assignee under the Act as are consistent with this Agreement. No Transferee of a Member’s Interest shall become a Substituted Member unless such Transfer shall be made in compliance with Sections 9.2(a) and 9.3. (c) Upon the Transfer of the entire Interest in the Company of a Member and effective upon the admission of its Transferee as a Member, the Transferor shall be deemed to have withdrawn from the Company as a Member. (d) Upon the death, dissolution, resignation or withdrawal in contravention of Section 10.112.1, or the bankruptcy of a Member (the “Withdrawing Member”), the Company shall have the right to treat such Member’s successor(s)-in-interest as assignee(s) of such Member’s Interest in the Company, with none of the powers of a Member hereunder and with only such rights of an assignee under the Act as are consistent with this Agreement. For purposes of this Section 9.2(d), if a Withdrawing Member’s Interest in the Company is held by more than one Person (for purposes of this clause (d), the “Assignees”), the Assignees shall appoint one Person with full authority to accept notices and distributions with respect to such Interest in the Company on behalf of the Assignees and to bind them with respect to all matters in connection with the Company or this Agreement. (e) Upon request of the Company, each Member agrees to provide to the Company information regarding its adjusted tax basis in its Interests along with documentation substantiating such amount, and any other information, documentation and certification necessary for the Company to comply with Code section 743 and the Regulations thereunder. (f) The Company shall reflect each Transfer and admission of a Member authorized under this Article 9 by amending the Schedule of Members maintained pursuant to Section 3.1. (g) To the extent that any Units are Transferred in accordance with this Article 9 by any Member (other than the Managing Member), the Transferor shall Transfer to the Transferee an equal number of shares of Class B Common Stock. No Member (other than the Managing Member) shall Transfer any such shares except to a Transferee of an equal number of Units pursuant to a Transfer made in accordance with this Article 9.

Transfer of Interest of Members. (a) A So long as the Company is taxed as a partnership for Federal income tax purposes, no Member may not Transfer all or any portion of its Interest in the Company to any Person without the consent of the Managing Member (Board of Directors or an officer of the Company designated by the Board of Directors, which consent shall not be unreasonably withheld or delayed); provided provided, that, subject to Section 9.3, a Member may, without the consent of the Managing Member or any other Member, may Transfer all or a portion of its Interest Common Units in the Company (i) to one or more of its Permitted Transferees or (ii) pursuant to the Exchange Agreement. The Managing Member may not Transfer all or any portion of its Interest in the Company to any Person without the consent of the Oaktree Member, so long as the Oaktree Member owns at least 10% Board of the then outstanding Units, and the Stonehill Member, so long as the Stonehill Member owns at least 10% of the then outstanding Units, other than in connection with a change of control transaction with respect to which all of the Units held by Members (other than the Managing Member) are exchanged pursuant to the terms of the Exchange AgreementDirectors. (b) The Transferee of a Member’s Interest in the Company may be admitted to the Company as a Substituted Member upon the prior written consent of the Managing Member (which consent shall not be unreasonably withheld or delayed)Board of Directors. Unless a Transferee of a Member’s Interest in the Company is admitted as a Substituted Member under this Section 9.2(b), it shall have none of the powers of a Member hereunder and shall have only such rights of an assignee under the Act as are consistent with this Agreement. No Transferee of a Member’s Interest shall become a Substituted Member unless such Transfer shall be made in compliance with Sections 9.2(a) and 9.3. (c) Upon the Transfer of the entire Interest in the Company of a Member and effective upon the admission of its Transferee as a Member, the Transferor shall be deemed to have withdrawn from the Company as a Member. (d) Upon the death, dissolution, resignation or withdrawal in contravention of Section 10.1, or the bankruptcy of a Member (the “Withdrawing Member”), the Company shall have the right to treat such Member’s successor(s)-in-interest as assignee(s) of such Member’s Interest in the Company, with none of the powers of a Member hereunder and with only such rights of an assignee under the Act as are consistent with this Agreement. For purposes of this Section 9.2(d), if a Withdrawing Member’s Interest in the Company is held by more than one Person (for purposes of this clause (d), the “Assignees”), the Assignees shall appoint one Person with full authority to accept notices and distributions with respect to such Interest in the Company on behalf of the Assignees and to bind them with respect to all matters in connection with the Company or this Agreement. (e) Upon request of the Company, each Member agrees to provide to the Company information regarding its adjusted tax basis in its Interests along with documentation substantiating such amount, and any other information, documentation documentations and certification certifications necessary for the Company to comply with Section 743 of the Code section 743 and the Treasury Regulations thereunder. (f) The Company shall reflect each Transfer and admission of a Member authorized under this Article 9 (including any terms and conditions imposed thereon by amending the Schedule Board of Members maintained pursuant Directors or an officer of the Company designated by the Board of Directors) by preparing an amendment to Section 3.1this Agreement, dated as of the date of such Transfer, to reflect such Transfer or admission. (g) To the extent that any Units are Transferred in accordance with this Article 9 by any Member (other than the Managing Member), the Transferor shall Transfer to the Transferee an equal number of shares of Class B Common Stock. No Member (other than the Managing Member) shall Transfer any such shares except to a Transferee of an equal number of Units pursuant to a Transfer made in accordance with this Article 9.

Transfer of Interest of Members. (a) A Notwithstanding anything to the contrary contained herein except as permitted by Section 10.2(c) or Section 10.5, no Member may Transfer its Units without the prior approval of Supermajority Consent, which consent may be granted or withheld for any reason. (b) If a Member proposes to Transfer any of its Units to a non-Affiliate (after obtaining the Supermajority Consent), the other Member(s) shall have a right of first refusal (but not an obligation) to purchase all or any portion of such Units proposed to be Transferred, at the same price and on the same terms and conditions as those offered to the prospective Transferee. (c) Subject to compliance with Section 10.3, any Member may, at any time and without the consent of any other Person, Transfer all or any portion of its Interest in the Company to any Person without the consent of the Managing Member (which consent shall not be unreasonably withheld or delayed); provided that, subject to Section 9.3, a Member may, without the consent of the Managing Member or any other Member, Transfer all or a portion of its Interest in the Company (i) Units to one or more of its Permitted Transferees or (ii) pursuant Affiliates, and such Transfer shall not be subject to the Exchange Agreement. right of first refusal provided in Section 10.2(b). (d) The Managing Member may not Transfer Transferee of all or any portion of its Interest in the Company to any Person without the consent of the Oaktree Member, so long as the Oaktree Member owns at least 10% of the then outstanding Units, and the Stonehill Member, so long as the Stonehill Member owns at least 10% of the then outstanding Units, other than in connection with a change of control transaction with respect to which all of the Units held by Members (other than the Managing Member) are exchanged pursuant to the terms of the Exchange Agreement. (b) The Transferee of a Member’s Interest Units pursuant to a direct Transfer made in accordance with the Company may provisions of this Article 10 shall be automatically admitted to the Company as a Substituted Member upon the prior written consent of the Managing Member (which consent shall not be unreasonably withheld or delayed)Member. Unless a Transferee of a Member’s Interest in the Company Units is admitted as a Substituted Member under this Section 9.2(b10.2(d), it such Transferee shall have none of the powers of a Member hereunder and shall have only such rights of an assignee under the Act DLLCA as are consistent with this Agreement. No Transferee of a Member’s Interest Units shall become a Substituted Member unless such Transfer shall be is a direct Transfer made in compliance with Sections 9.2(aSection 10.2(a), Section 10.2(b), Section 10.2(c) and 9.3Section 10.3. (ce) Upon the direct Transfer of all of the entire Interest in the Company of Units held by a Member and effective upon the admission of its Transferee as a Member, the Transferor shall thereafter cease to be deemed to have withdrawn from the Company as a Member. (df) Upon the death, dissolution, resignation or withdrawal made in in contravention of Section 10.111.1, or the bankruptcy an Insolvency Event of a Member (the “Withdrawing Member”), the Company Company, with the consent of the Managing Member, shall have the right to treat such Member’s successor(s)-in-interest as assignee(s) of such Member’s Interest in the CompanyUnits, with none of the powers of a Managing Member hereunder but with the same rights and powers that such Member had with only respect to such rights of an assignee Units immediately prior to such under the Act as are consistent with this Agreement. For purposes of this Section 9.2(d10.2(f), if a Withdrawing Member’s Interest in the Company is Units are held by more than one Person (for purposes of this clause (d), the “Assignees”), the Assignees shall appoint one Person with full authority to accept notices and distributions with respect to such Interest in the Company Units on behalf of the Assignees and to bind them with respect to all matters in connection with the Company or this Agreement. (e) Upon request of the Company, each Member agrees to provide to the Company information regarding its adjusted tax basis in its Interests along with documentation substantiating such amount, and any other information, documentation and certification necessary for the Company to comply with Code section 743 and the Regulations thereunder. (fg) The Company Managing Member shall reflect each direct Transfer and admission of a Transferee as a Member authorized under this Article 9 10 by amending preparing an amendment to Exhibit A, dated as of the Schedule date of Members maintained pursuant such Transfer, to Section 3.1reflect such Transfer or admission. (gh) To In connection with any Bipartisan Budget Act provision, and to the fullest extent that permitted by law, any Units are Transferred in accordance Transferor agrees to reasonably cooperate with this Article 9 by any Member (other than the Company and Managing Member, timely to file income tax returns, and timely to pay or bear income taxes, including any interest and penalties, with respect to its transferred Membership Interest for any pre-Transfer taxable years (or any portion thereof), the Transferor shall Transfer to the Transferee an equal number of shares of Class B Common Stock. No Member (other than the Managing Member) shall Transfer any such shares except to a Transferee of an equal number of Units pursuant to a Transfer made in accordance with this Article 9.

Transfer of Interest of Members. (a) A Member may not Transfer all or any portion of its Interest in the Company to any Person without the consent of the Managing Member (which consent shall not be unreasonably withheld or delayed)Manager; provided provided, that, subject to Section 9.3, a Member may, without the consent of the Managing Member or any other Member, may Transfer all or a portion of its Interest in the Company (i) to one or more of its Permitted Transferees or (ii) pursuant to the Exchange Agreement. The Managing Member may not Transfer all or any portion of its Interest in the Company to any Person without the consent of the Oaktree Manager or any other Member, so long as the Oaktree Member owns at least 10% of the then outstanding Units, and the Stonehill Member, so long as the Stonehill Member owns at least 10% of the then outstanding Units, other than in connection with a change of control transaction with respect to which all of the Units held by Members (other than the Managing Member) are exchanged pursuant to the terms of the Exchange Agreement. (b) The Transferee of a Member’s Interest in the Company may will be admitted to the Company as a Substituted Member if such Transferee is a Permitted Transferee or, if not, may be admitted to the Company as Substituted Member upon the prior written consent of the Managing Member (which consent shall not be unreasonably withheld or delayed)Manager. Unless a Transferee of a Member’s Interest in the Company is admitted as a Substituted Member under this Section 9.2(b), it shall have none of the powers of a Member hereunder and shall have only such rights of an assignee under the Act as are consistent with this Agreement. No Transferee of a Member’s Interest shall become a Substituted Member unless such Transfer shall be made in compliance with Sections 9.2(a) and 9.3. (c) Upon the Transfer of the entire Interest in the Company of a Member and effective upon the admission of its Transferee as a Member, the Transferor shall be deemed to have withdrawn from the Company as a Member. (d) Upon the death, dissolution, resignation or withdrawal in contravention of Section 10.1, 10.1 or the bankruptcy of a Member (the “Withdrawing Member”), the Company shall have the right to treat such Member’s successor(s)-in-interest as assignee(s) of such Member’s Interest in the Company, with none of the powers of a Member hereunder and with only such rights of an assignee under the Act as are consistent with this Agreement. For purposes of this Section 9.2(d), if a Withdrawing Member’s Interest in the Company is held by more than one Person (for purposes of this clause (d), the “Assignees”), the Assignees shall appoint one Person with full authority to accept notices and distributions with respect to such Interest in the Company on behalf of the Assignees and to bind them with respect to all matters in connection with the Company or this Agreement. (e) Upon request of the Company, each Member agrees to provide to the Company information regarding its adjusted tax basis in its Interests along with documentation substantiating such amount, and any other information, documentation and certification necessary for the Company to comply with Code section 743 and the Regulations thereunder. (f) The Company shall reflect each Transfer and admission of a Member authorized under this Article 9 (including any terms and conditions imposed thereon by amending the Schedule Manager) by preparing an amendment to this Agreement, dated as of Members maintained pursuant the date of such Transfer, to Section 3.1reflect such Transfer or admission. (g) To the extent that any Units are Transferred in accordance with this Article 9 by any Member (other than the Managing Member), the Transferor shall Transfer to the Transferee an equal number of shares of Class B Common Stock. No Member (other than the Managing Member) shall Transfer any such shares except to a Transferee of an equal number of Units pursuant to a Transfer made in accordance with this Article 9.

Transfer of Interest of Members. (a) A Member may not Transfer all or any portion of its Interest in the Company to any Person without the consent of the Managing Member (which consent shall not be unreasonably withheld or delayed)Manager; provided provided, that, subject to Section 9.3, a Member may, without the consent of the Managing Member or any other Member, may Transfer all or a portion of its Interest in the Company (i) to one or more of its Permitted Transferees or (ii) pursuant to the Exchange Agreement. The Managing Member may not Transfer all or any portion of its Interest in the Company to any Person without the consent of the Oaktree Manager or any other Member, so long as the Oaktree Member owns at least 10% of the then outstanding Units, and the Stonehill Member, so long as the Stonehill Member owns at least 10% of the then outstanding Units, other than in connection with a change of control transaction with respect to which all of the Units held by Members (other than the Managing Member) are exchanged pursuant to the terms of the Exchange Agreement. (b) The Transferee of a Member’s Interest in the Company may will be admitted to the Company as a Substituted Member if such Member is a Permitted Transferee or, if not, may be admitted to the Company as Substituted Member upon the prior written consent of the Managing Member (which consent shall not be unreasonably withheld or delayed)Manager. Unless a Transferee of a Member’s Interest in the Company is admitted as a Substituted Member under this Section 9.2(b), it shall have none of the powers of a Member hereunder and shall have only such rights of an assignee under the Act as are consistent with this Agreement. No Transferee of a Member’s Interest shall become a Substituted Member unless such Transfer shall be made in compliance with Sections 9.2(a) and 9.3. (c) Upon the Transfer of the entire Interest in the Company of a Member and effective upon the admission of its Transferee as a Member, the Transferor shall be deemed to have withdrawn from the Company as a Member. (d) Upon the death, dissolution, resignation or withdrawal in contravention of Section 10.1, 10.1 or the bankruptcy of a Member (the “Withdrawing Member”), the Company shall have the right to treat such Member’s successor(s)-in-interest as assignee(s) of such Member’s Interest in the Company, with none of the powers of a Member hereunder and with only such rights of an assignee under the Act as are consistent with this Agreement. For purposes of this Section 9.2(d), if a Withdrawing Member’s Interest in the Company is held by more than one Person (for purposes of this clause (d), the “Assignees”), the Assignees shall appoint one Person with full authority to accept notices and distributions with respect to such Interest in the Company on behalf of the Assignees and to bind them with respect to all matters in connection with the Company or this Agreement. (e) Upon request of the Company, each Member agrees to provide to the Company information regarding its adjusted tax basis in its Interests along with documentation substantiating such amount, and any other information, documentation and certification necessary for the Company to comply with Code section 743 and the Regulations thereunder. (f) The Company shall reflect each Transfer and admission of a Member authorized under this Article 9 (including any terms and conditions imposed thereon by amending the Schedule Manager) by preparing an amendment to this Agreement, dated as of Members maintained pursuant the date of such Transfer, to Section 3.1reflect such Transfer or admission. (g) To the extent that any Units are Transferred in accordance with this Article 9 by any Member (other than the Managing Member), the Transferor shall Transfer to the Transferee an equal number of shares of Class B Common Stock. No Member (other than the Managing Member) shall Transfer any such shares except to a Transferee of an equal number of Units pursuant to a Transfer made in accordance with this Article 9.

Transfer of Interest of Members. (a) A Except pursuant to Section 9.8, Section 9.9 and Section 9.15, no Class B Member may not Transfer all or any portion of its Interest in the Company to any Person without complying with Section 9.3 and obtaining the prior written consent of the Managing Member (which consent shall not be unreasonably withheld or delayed)Board; provided provided, that, subject to Section 9.3, a Member mayholding Class B Units may transfer such Units to (i) a Person within such Member’s Family Group without such consent, without provided that such Member provides reasonable advance written notice of such transfer to the Board and (ii) a Permitted Transferee of such Member, upon consent of the Managing Member Board, not to be unreasonably withheld, conditioned or any other Member, Transfer all or a portion of its Interest in the Company (i) to one or more of its Permitted Transferees or (ii) pursuant to the Exchange Agreementdelayed. The Managing Member Class A Members may not Transfer all or any portion of its Interest their respective Class A Units in the Company to (x) Permitted Transferees of such Persons and (y) to any Person without the consent of the Oaktree Person, subject such Class A Member, so long as the Oaktree Member owns at least 10% of the then outstanding Units, and the Stonehill Member, so long as the Stonehill Member owns at least 10% of the then outstanding Units, other than in connection ’s compliance with a change of control transaction with respect to which all of the Units held by Members (other than the Managing Member) are exchanged pursuant to the terms of the Exchange AgreementSection 9.7 or Section 9.8. (b) The Transferee of a Member’s Interest in the Company may be admitted to the Company as a Substituted Member upon the prior written consent of the Managing applicable Member (which consent shall not be unreasonably withheld withheld, conditioned or delayed); provided that such consent shall not be necessary in the case of a Transferee who is a Person within the Family Group of a Member holding Class B Units. Unless a Transferee of a Member’s Interest in the Company is admitted as a Substituted Member under this Section 9.2(b), it shall have none of the powers of a Member hereunder and shall have only such rights of an assignee under the Act as are consistent with this Agreement. No Transferee of a Member’s Interest shall become a Substituted Member unless such Transfer shall be made in compliance with Sections 9.2(a) and 9.3. (c) Upon the Transfer of the entire Interest in the Company of a Member and effective upon the admission of its Transferee as a Member, the Transferor shall be deemed to have withdrawn from the Company as a Member. (d) Upon the death, dissolution, resignation or withdrawal in contravention of Section 10.1, or the bankruptcy of a Member (the “Withdrawing Member”), the Company shall have the right to treat such Member’s successor(s)-in-interest as assignee(s) of such Member’s Interest in the CompanyCompany but, until any such successor-in-interest has executed a joinder to this Agreement (which shall be delivered to the Company as soon as reasonably practicable after a Member becomes aware of such event), with none of the powers of a Member hereunder and with only such rights of an assignee under the Act as are consistent with this Agreement. For purposes of this Section 9.2(d), if a Withdrawing Member’s Interest in the Company is held by more than one Person (for purposes of this clause (d), the “Assignees”), the Assignees shall appoint one Person with full authority to accept notices and distributions with respect to such Interest in the Company on behalf of the Assignees and to bind them with respect to all matters in connection with the Company or this Agreement. (e) Upon request of the Company, each Member agrees to provide to the Company information regarding its adjusted tax basis in its Interests along with documentation substantiating such amount, and any other information, documentation and certification necessary for the Company to comply with Code section 743 and the Regulations thereunder. (f) The Company shall reflect each Transfer and admission of a Member authorized under this Article 9 by amending the Schedule of Members maintained pursuant to Section 3.1. (g) To the extent that any Units are Transferred in accordance with this Article 9 by any Member (other than the Managing Member), the Transferor shall Transfer to the Transferee an equal number of shares of Class B Common Stock. No Member (other than the Managing Member) shall Transfer any such shares except to a Transferee of an equal number Transfers of Units pursuant to a Transfer otherwise permitted or required by this Agreement may only be made in accordance compliance with this Article 9applicable foreign, U.S. federal and state securities laws, including the Securities Act.