Common use of Transfer of Interest Clause in Contracts

Transfer of Interest. (a) Except for transfers to entities controlled by, controlling or under common control with, a Partner, no Partner may sell, assign, pledge or in any manner dispose of, or create, or suffer the creation of, a security interest in or any encumbrance on all or a portion of its Interest in the Partnership (the commission of any such act being referred to as a “Transfer”, any Person who effects a Transfer being referred to as a “Transferor” and any person to whom a Transfer is effected being referred to as a “Transferee”), without the prior consent of the other Partner. (b) No Transfer of an Interest shall be effective until such date as all requirements of this Article IX in respect thereof have been satisfied and, if consents, approvals or waivers are required by the Partners, all of same shall have been confirmed in writing by the Partners. Any Transfer or purported Transfer of an Interest in the Partnership not made in accordance with this Agreement shall be null and void and of no force or effect whatsoever. (c) In order for a Partner to Transfer all or a portion of its Interest in the Partnership (including any beneficial interest therein), the following conditions must be met: (i) the Transferee executes documents reasonably satisfactory to the other Partner pursuant to which the Transferee agrees to be bound by this Agreement and any amendments hereto; (ii) the Transferee assumes, if so requested, the obligations, if any, of the Transferor to the Partnership; and (iii) all certificates or other instruments shall have been recorded or filed in the proper records of each jurisdiction in which such recordation or filing is necessary to qualify the Partnership to conduct business or to preserve the limited liability of the Limited Partner under the laws of the jurisdiction in which the Partnership is doing business; and (d) The Transferee of a Partner’s Interest in the Partnership will be admitted to the Partnership as a Substituted General Partner or Substituted Limited Partner, as the case may be, without any further consent from the remaining Partner. (e) All expenses incurred by the Partnership in connection with any Transfer of a Partner’s Interest shall be paid by the Transferor prior to the time of the Transfer (including, without limitation, any fees and costs of the preparation, filing and publishing of any amendment to this Agreement or to the Certificate, if any, and any legal and other fees, expenses and costs of any investigation and preparation, in connection with any action, proceeding or investigation related to such Transfer. The Transferor also will indemnify the Partnership and the remaining Partner against any losses, claims, damages or liabilities to which any of them may become subject in connection therewith. The reimbursement and indemnity obligations of the Transferor under this paragraph shall be in addition to any liability which the Transferor may otherwise have, shall extend upon the same terms and conditions to the Partnership and the remaining Partner, shall inure to the benefit of any successors and assigns of the Partnership and the remaining Partner and shall survive any termination of this Agreement.

Transfer of Interest. (a) Except for transfers Notwithstanding anything to entities controlled by, controlling the contrary in the Subscription Agreement or under common control withthis Agreement, a Partner, no Partner may sell, assign, pledge or in any manner dispose of, or create, or suffer the creation of, a security interest in or any encumbrance on all or a portion of its Interest in the Partnership (the commission of any such act being referred to as a “Transfer”, any Person who effects a Transfer being referred to as a “Transferor” and any person to whom a Transfer is effected being referred to as a “Transferee”), without the prior consent of the other Partner. (b) No Transfer of an Interest shall be effective until such date as all requirements of this Article IX in respect thereof have been satisfied and, if consents, approvals or waivers are required by the Partners, all of same Member shall have been confirmed in writing by the Partners. Any Transfer or purported Transfer of an Interest in the Partnership not made in accordance with this Agreement shall be null and void and of no force or effect whatsoever. (c) In order for a Partner right to Transfer all or a portion of its Interest interest and/or Units to one or more Related Persons, and such Related Persons shall be admitted as substituted Member in respect of the Partnership (including any beneficial interest therein)and/or Units Transferred; provided, the following conditions must be metin each case, that: (i) such Transfer is subject to all of the Transferee executes documents reasonably satisfactory provisions applicable to a Transfer as described in Article 9, other than to the other Partner pursuant to which the Transferee agrees to be bound extent modified by or otherwise inconsistent with this Agreement and any amendments heretoParagraph 7; (ii) the Transferee assumestransferee gives the same representations, if so requested, warranties and undertakings as such Member has given in its Subscription Agreement and agrees to assume such Member’s obligations under this Agreement and its Subscription Agreement; (iii) the obligations, if any, Transfer would not result in any of the Transferor to the Partnershipcircumstances described in Section 9.1.4(a)-(d); (iv) concurrently with any such Transfer, such Member shall have paid its pro rata share of any amounts due in respect of any Financing as a result of such Transfer; and (iiiv) all certificates or other instruments shall have been recorded or filed in the proper records of each jurisdiction in which such recordation or filing is necessary to qualify the Partnership to conduct business or to preserve the limited liability of the Limited Partner under the laws of the jurisdiction in which the Partnership is doing business; and (d) The Transferee of a Partner’s Interest in the Partnership will be admitted Transfer to the Partnership as a Substituted General Partner or Substituted Limited Partner, as the case may be, without any further consent from the remaining Partnerapplicable Related Person complies with Xxxxxxx Xxxxx “know your customer” and anti-money laundering policies and procedures at such time. (eb) All expenses incurred by the Partnership No legal opinion, transfer notice or other information, documents, representations or certifications (other than those described in Paragraph 7(a) above) shall be required in connection with a Transfer pursuant to this Paragraph 7. In addition, notwithstanding Section 9.1.7, no Member or any Transfer of a Partner’s Interest its Expanded Affiliates shall be paid by the Transferor prior to the time of the Transfer charged any fees or expenses (including, without limitation, any fees and costs of attorney’s fees) incurred by the preparation, filing and publishing of any amendment to this Agreement Company or to the Certificate, if any, and any legal and other fees, expenses and costs of any investigation and preparation, Investment Adviser in connection with any actionsuch Transfer or admission of a Related Person as a substituted Member. (c) Where a Transfer by a Member satisfies all relevant requirements under this Paragraph 7, proceeding or investigation related to the Company shall record such Transfer. The Transferor also will indemnify transfer on the Partnership and the remaining Partner against any losses, claims, damages or liabilities to which any of them may become subject in connection therewith. The reimbursement and indemnity obligations books of the Transferor under this paragraph Company as of the end of the then-current quarter. In the event the Company does not comply with the foregoing sentence, the final sentence of Section 9.2.2 shall not apply in respect of such Member. (d) Article 9 shall not be in addition interpreted to restrict any liability which transfer of or require any notification of the Transferor may otherwise have, shall extend upon the same terms and conditions to the Partnership and the remaining Partner, shall inure to the benefit transfer of any successors and assigns direct or indirect beneficial ownership interests in a Member so long as (i) one or more Related Persons hold 100% of the Partnership ultimate beneficial ownership interests of such Member, and (ii) such transfer will not have any material adverse effect on the remaining Partner and shall survive any termination of this AgreementCompany or the Investment Adviser.

Transfer of Interest. (a) Except for transfers General 14.1 A Participant shall have the right to entities controlled bytransfer to any third party all or any part of its interest in or to this Agreement, controlling its Participating Interest, or under common control withthe Assets solely as provided in this 14. For the purposes of this 14 the word transfer shall mean to convey, a Partner, no Partner may sell, assign, pledge grant an option, create an Encumbrance or in any manner dispose oftransfer or alienate, or create, or suffer but excluding and excepting alienation done for the creation of, purposes of obtaining financing pursuant to §14.5. Limitations on Free Transferability 14.2 The transfer right of a security Participant in §14.1 shall be subject to the following terms and conditions: (a) no Participant shall transfer any interest in this Agreement or the Assets (including but not limited to any encumbrance on all royalty, profits or a portion of its Interest other interest in the Partnership (the commission Products) except by transfer of any such act being referred to as part or all of a “Transfer”, any Person who effects a Transfer being referred to as a “Transferor” and any person to whom a Transfer is effected being referred to as a “Transferee”), without the prior consent of the other Partner.Participating Interest; (b) No Transfer no transferee of an all or part of any Participating Interest shall be effective have the rights of a Participant unless and until such date as all requirements of this Article IX in respect thereof have been satisfied and, if consents, approvals or waivers are required by the Partners, all of same shall have been confirmed in writing by the Partners. Any Transfer or purported Transfer of an Interest in the Partnership not made in accordance with this Agreement shall be null and void and of no force or effect whatsoever. (c) In order for a Partner to Transfer all or a portion of its Interest in the Partnership (including any beneficial interest therein), the following conditions must be met: (i) the Transferee executes documents reasonably satisfactory transferring Participant has provided to the other Partner pursuant to which Participant notice of the Transferee agrees transfer, and the transferee, as of the effective date of the transfer, has committed in writing to be bound by this Agreement to the same extent and any amendments heretonature as the transferring Participant; (c) no transfer permitted by this 14 shall relieve the transferring Participant of its share of any liability, whether accruing before or after such transfer, which arises out of Operations conducted prior to such transfer; (d) neither Participant, without the consent of the other, shall make a transfer that would violate any Law, or result in the cancellation of any permits, licenses, or other similar authorizations; (e) the transferring Participant and the transferee shall bear all tax consequences of the transfer; (f) such transfer shall be subject to a pre-emptive right in the other Participant as provided in §14.3; (g) in the event of a transfer of less than all of a Participating Interest, the transferring Participant and its transferee shall act and be treated as one Participant, and in such event in order for the transfer to be effective, the transferring Participant and its transferee shall provide written notice to the non-transferring Participant designating a sole authorized agent to act on behalf of their collective Participating Interest. Such notice shall provide that (i) the agent has the sole authority to act on behalf of, and to bind the transferring Participant and its transferee on all matters pertaining to this Agreement or the Venture, (ii) the Transferee assumesnotified Participant may rely on all decisions of, if so requestednotices and other communications from, and failures to respond by, the obligationsagent, as if any, of given (or not given) by the Transferor to the Partnershiptransferring Participant and its transferee; and (iii) all certificates decisions of, notices and other communications from, and failures to respond by, the notified Participant to the agent shall be deemed to have been given (or not given) to the transferring Participant and its transferee; and (iv) the agent has the sole authority to receive for and on behalf of the transferring Participant and its transferee any Net Returns Royalty payable to the transferring Participant and its transferee. It is understood and agreed that should a Participant transfer less than all of its Participating Interest the transferring Participant and the transferee shall only be entitled to a pro rata portion of the five percent (5%) share of the Net Returns Royalty. Pre-emptive Right 14.3 Except as otherwise provided in §14.4, if a Participant desires to transfer all or any part of its Participating Interest or any Net Returns royalty, or an Affiliate desires to transfer control of a Participant, the other instruments Participant shall have been recorded or filed a pre-emptive right as provided in the proper records of each jurisdiction in which such recordation or filing is necessary to qualify the Partnership to conduct business or to preserve the limited liability of the Limited Partner under the laws of the jurisdiction in which the Partnership is doing business; and (d) The Transferee of a Partner’s Interest in the Partnership will be admitted to the Partnership as a Substituted General Partner or Substituted Limited Partner, as the case may be, without any further consent from the remaining Partnerthis §14.3. (ea) All expenses incurred by If either Participant intends to transfer all or any part of its Participating Interest or any Net Returns royalty, or an Affiliate of either Participant intends to transfer Control of such Participant, the Partnership in connection with any Transfer transferring Participant or Affiliate ("Transferring Entity") shall promptly notify the other Participant of a Partner’s Interest its intentions. The notice shall state the price and all other pertinent terms and conditions of the intended transfer, and shall be paid accompanied by the Transferor prior to the time a copy of the Transfer (including, without limitation, any fees and costs of offer or contract for sale. If the preparation, filing and publishing of any amendment to this Agreement or to consideration for the Certificate, if any, and any legal and other fees, expenses and costs of any investigation and preparationintended transfer is, in connection with any actionwhole or in part, proceeding or investigation related to other than monetary, the notice shall describe such Transferconsideration and its monetary fair market value. The Transferor also will indemnify other Participant shall have 30 days from the Partnership date such notice is delivered to notify the Transferring Entity whether it elects to acquire the offered interest at the same price (or its monetary equivalent) and the remaining Partner against any losses, claims, damages or liabilities to which any of them may become subject in connection therewith. The reimbursement and indemnity obligations of the Transferor under this paragraph shall be in addition to any liability which the Transferor may otherwise have, shall extend upon on the same terms and conditions as set forth in the notice. If it does so elect, the transfer shall be consummated promptly, but in no event more than 30 days, after notice of such election is delivered to the Partnership Transferring Entity. (b) If the other Participant fails to so elect within the period provided for in §(a), the Transferring Entity shall have 90 days following the expiration of such period to consummate the transfer to a third party at a price and the remaining Partner, shall inure on terms no less favourable to the benefit of any successors and assigns Transferring Entity than those set forth in the notice required in §(a). (c) If the Transferring Entity falls to consummate the transfer to a third party within the period set forth in §(b), the pre-emptive right of the Partnership other Participant in such offered interest shall be deemed to be revived. Any subsequent proposal to transfer such interest shall be conducted in accordance with all of the procedures set forth in this §14.3. Exceptions to Pre-emptive Right 14.4 Section 14.3 shall not apply to: (a) the transfer by either Participant of all or any part of its Participating Interest to an Affiliate provided that such Affiliate remains an Affiliate of the Participant for a period of not less than three years; (b) corporate consolidation or reorganization of either Participant by which the surviving entity shall possess substantially all of the stock or all of the property rights and interests, and be subject to substantially all of the remaining Partner liabilities and obligations of that Participant; (c) corporate merger or amalgamation involving either Participant by which the surviving entity or amalgamated company shall survive possess all of the stock or all of the property rights and interests, and be subject to substantially all of the liabilities and obligations of that Participant; provided, however, that the value of the merging or amalgamating Participant's interest in the Assets, evidenced by its Initial Contribution and all subsequent contributions under approved Programs and Budgets, does not exceed thirty percent (30%) of the Net Worth of the surviving entity or amalgamated company; (d) the transfer of Control of either Participant by an Affiliate to such Participant or to another Affiliate; (e) the creation by any termination Affiliate of either Participant of an Encumbrance affecting its Control of such Participant; (f) a sale or other commitment or disposition of Products or proceeds from sale of Products by either Participant upon distribution to it pursuant to 10 of the Agreement; or (g) a transfer by an Affiliate of a Participant (whether an original party to this Agreement or Participant by virtue of §14.2(b)) of Control of such Participant to a third party, provided such Participant's interest in the Assets, as evidenced by its Initial Contribution and all subsequent contributions under approved Programs and Budgets, does not exceed thirty percent (30%) of the Net Worth of the transferring Affiliate, or does not exceed 30% of the Net Worth of Transferee. For purposes hereof the term "Net Worth" shall mean the remainder after total liabilities are deducted from total assets. In the case of a corporation, Net Worth includes both capital stock and surplus. In the case of a limited liability company, Net Worth includes member contributions. In the case of a partnership or sole proprietorship, Net Worth includes the original investment plus accumulated and reinvested profits. Encumbrances 14.5 Neither War Eagle nor Revelstoke shall pledge, mortgage, or otherwise create an Encumbrance on its interest in this Agreement or the Assets except for the purpose of securing project financing relating to the Property, including its share of funds for Development or Mining costs. The right of a Participant to grant such Encumbrance shall be subject to the condition that the holder of the Encumbrance ("Chargee") first enter into a written agreement with the other Participant, in a form acceptable to that Participant, acting reasonably, which provides: (a) the Chargee shall not enter into possession or institute any proceedings for foreclosure or partition of the encumbering Participant's Participating Interest and that such Encumbrance shall be subject to the provisions of this Agreement; (b) the Chargee's remedies under the Encumbrance shall be limited to the sale of the whole (but only of the whole) of the encumbering Participant's Participating Interest to the other Participant, or, failing such a sale, at a public auction to be held at least 45 days after prior notice to the other Participant, such sale to be subject to the purchaser entering into a written agreement with the other Participant whereby such purchaser assumes all obligations of the encumbering Participant under the terms of this Agreement. The price of any pre-emptive sale to the other Participant shall be the remaining principal amount of the loan plus accrued interest and related expenses, and such pre-emptive sale shall occur within 60 days of the Chargee's notice to the other Participant of its intent to sell the encumbering Participant's Participating Interest. Failure of a sale to the other Participant to close by the end of such period, unless failure is caused by the encumbering Participant or by the Chargee, shall permit the Chargee to sell the encumbering Participant's Participating Interest at a public sale; and (c) the charge shall be subordinate to any then-existing debt, including project financing previously approved by the Management Committee, encumbering the transferring Participant's Participating Interest.

Transfer of Interest. (a) Except for transfers to entities controlled by, controlling Charterer will not assign this Charter or under common control with, a Partner, no Partner may sell, assign, pledge or in any manner dispose ofinterest therein, or createsubcharter the Vessel on a bareboat basis, to any Person without the prior written consent of Owner, such consent not to be unreasonably withheld or suffer delayed. Notwithstanding the creation offoregoing, a security interest in Charterer may sub-charter the Vessel to any controlled Affiliates of Charterer or any encumbrance on all or a portion Guarantor, and enter into time charters of its Interest the Vessel in the Partnership (the commission ordinary course of any such act being referred to as a “Transfer”, any Person who effects a Transfer being referred to as a “Transferor” and any person to whom a Transfer is effected being referred to as a “Transferee”), business without the prior consent of Owner; provided, however, that (i) the performance of any such sub-charter or time charter by Charterer will not constitute or result in the breach of the Approved Time Charter or the MSP Contract; (ii) any such sub-charter or time charter shall contain a provision placing the charterer on notice of this Charter and subordinating any and all rights of such charterer to the rights of Owner hereunder; (iii) the term of any such sub-charter or time charter, including options, shall not exceed one year without the prior written consent of Owner, which consent shall not be unreasonably withheld or delayed (but in no case shall the term of any sub-charter or time charter extend beyond the then-current Term of this Charter); (iv) the sub-charterer under any sub-bareboat charter qualifies as a citizen of the United States under Section 2 of the Shipping Act of 1916 (46 U.S.C. §50501), and (v) notwithstanding any such sub-charter or time charter, Charterer shall remain liable for the payment of all charter hire and other Partnersums and the performance of all obligations of Charterer hereunder and under any Charter Documents related hereto. (b) No Transfer of an Interest shall be effective until such date as all requirements of Owner may sell, assign or otherwise transfer this Article IX in respect thereof have been satisfied and, if consents, approvals Charter or waivers are required by the Partners, all of same shall have been confirmed in writing by the Partners. Any Transfer or purported Transfer of an Interest Owner’s interest in the Partnership not made in accordance with this Agreement shall be null and void and of no force or effect whatsoever. (c) In order for a Partner Vessel, without notice to Transfer all or a portion of its Interest in the Partnership (including any beneficial interest therein)Charterer, the following conditions must be met: provided that: (i) the Transferee executes documents reasonably satisfactory purchaser or assignee: (A) qualifies as a “documentation citizen” of the United States within the meaning of 46 U.S.C. §12103, eligible to document the other Partner pursuant to Vessel in its name with a registry endorsement under 46 U.S.C. §12103(b) and 46 U.S.C. §12111(a), or (B) is a trust which qualifies as a “United States Citizen Trust” within the Transferee agrees meaning of 46 U.S.C. §53101, so that the Vessel shall remain eligible (at all times during the Term) to be bound by this Agreement documented with, and any amendments hereto; (ii) the Transferee assumesoperated under, if so requested, the obligations, if any, of the Transferor to the Partnership; and (iii) all certificates or other instruments shall have been recorded or filed in the proper records of each jurisdiction in which such recordation or filing is necessary to qualify the Partnership to conduct business or to preserve the limited liability of the Limited Partner a registry endorsement under the laws of the jurisdiction in which United States, and so that the Partnership is doing business; and (d) The Transferee of a Partner’s Interest Vessel will not be disqualified from enrollment in the Partnership will be admitted Maritime Security Fleet pursuant to Chapter 531 of Title 46, United States Code by virtue of the citizenship of the purchaser or assignee; (ii) such purchaser or assignee expressly takes subject to the Partnership as a Substituted General Partner terms and conditions of this Charter, including, but not limited to, any purchase options covering the Vessel; and (iii) the value of the Vessel does not exceed 50% of the value of all assets of such purchaser or Substituted Limited Partnerassignee. Charterer agrees that it will not assert against any purchaser or assignee of Owner any defense (except the Charterer’s performance in accordance with the terms and provisions hereof), as counter-claim or off-set that Charterer may have against Owner. Notwithstanding the case may beforegoing, without any further consent from sale or assignment by Owner shall not materially change Charterer’s duties or obligations under this Charter, nor materially increase the remaining Partner. (e) All expenses incurred burdens or risks imposed on Charterer. Following any assignment of this Charter by Owner, the Partnership in connection with any Transfer of a Partner’s Interest assignee shall be paid by the Transferor prior succeed to the time rights and obligations of the Transfer “Owner” hereunder (including, without limitation, any fees and costs of the preparation, filing and publishing of any amendment obligation to this Agreement or retain such title to the CertificateVessel as the Charterer transferred to the Owner, if anysubject, and any legal and other feeshowever, expenses and costs of any investigation and preparation, in connection with any action, proceeding or investigation related to such Transfer. The Transferor also will indemnify the Partnership and the remaining Partner against any losses, claims, damages or liabilities to which any of them may become subject in connection therewith. The reimbursement and indemnity obligations of the Transferor further transfers permitted under this paragraph shall be in addition to any liability which the Transferor may otherwise have, shall extend upon the same terms and conditions to the Partnership and the remaining Partner, shall inure to the benefit of any successors and assigns of the Partnership and the remaining Partner and shall survive any termination of this AgreementSection 25(b)).

Transfer of Interest. (a) Except for transfers General 14.1 A Participant shall have the right to entities controlled bytransfer to any third party all or any part of its interest in or to this Agreement, controlling its Participating Interest, or under common control withthe Assets solely as provided in this Part 14. For the purposes of this Part 14 the word transfer shall mean to convey, a Partner, no Partner may sell, assign, pledge grant an option, create an Encumbrance or in any manner dispose oftransfer or alienate, or create, or suffer but excluding and excepting alienation done for the creation of, purposes of obtaining financing pursuant to §14.5. Limitations on Free Transferability 14.2 The transfer right of a security Participant in §14.1 shall be subject to the following terms and conditions: (a) no Participant shall transfer any interest in this Agreement or the Assets (including but not limited to any encumbrance on all royalty, profits or a portion of its Interest other interest in the Partnership (the commission Products) except by transfer of any such act being referred to as part or all of a “Transfer”, any Person who effects a Transfer being referred to as a “Transferor” and any person to whom a Transfer is effected being referred to as a “Transferee”), without the prior consent of the other Partner.Participating Interest; (b) No Transfer no transferee of an all or part of any Participating Interest shall be effective have the rights of a Participant unless and until such date as all requirements of this Article IX in respect thereof have been satisfied and, if consents, approvals or waivers are required by the Partners, all of same shall have been confirmed in writing by the Partners. Any Transfer or purported Transfer of an Interest in the Partnership not made in accordance with this Agreement shall be null and void and of no force or effect whatsoever. (c) In order for a Partner to Transfer all or a portion of its Interest in the Partnership (including any beneficial interest therein), the following conditions must be met: (i) the Transferee executes documents reasonably satisfactory transferring Participant has provided to the other Partner pursuant to which Participant notice of the Transferee agrees transfer, and the transferee, as of the effective date of the transfer, has committed in writing to be bound by this Agreement to the same extent and any amendments heretonature as the transferring Participant; (c) no transfer permitted by this Part 14 shall relieve the transferring Participant of its share of any liability, whether accruing before or after such transfer, which arises out of Operations conducted prior to such transfer; (d) neither Participant, without the consent of the other, shall make a transfer that would violate any Law, or result in the cancellation of any permits, licenses, or other similar authorizations; (e) the transferring Participant and the transferee shall bear all tax consequences of the transfer; (f) such transfer shall be subject to a pre-emptive right in the other Participant as provided in §14.3; (g) in the event of a transfer of less than all of a Participating Interest, the transferring Participant and its transferee shall act and be treated as one Participant, and in such event in order for the transfer to be effective, the transferring Participant and its transferee shall provide written notice to the non-transferring Participant designating a sole authorized agent to act on behalf of their collective Participating Interest. Such notice shall provide that: (i) the agent has the sole authority to act on behalf of, and to bind the transferring Participant and its transferee on all matters pertaining to this Agreement or the Venture, (ii) the Transferee assumesnotified Participant may rely on all decisions of, if so requestednotices and other communications from, and failures to respond by, the obligationsagent, as if any, of given (or not given) by the Transferor to the Partnershiptransferring Participant and its transferee; and (iii) all certificates or decisions of, notices and other instruments communications from, and failures to respond by, the notified Participant to the agent shall be deemed to have been recorded given (or filed in not given) to the proper records of each jurisdiction in which such recordation or filing is necessary transferring Participant and its transferee; and (iv) the agent has the sole authority to qualify the Partnership to conduct business or to preserve the limited liability receive for and on behalf of the Limited Partner under the laws of the jurisdiction in which the Partnership is doing business; and (d) The Transferee of a Partner’s Interest in the Partnership will be admitted to the Partnership as a Substituted General Partner transferring Participant and its transferee any Net Returns Royalty or Substituted Limited Partnernet smelter return royalty, as the case may be, without payable to the transferring Participant and its transferee. It is understood and agreed that should a Participant transfer less than all of its Participating Interest the transferring Participant and the transferee shall only be entitled to a pro rata portion of the Net Returns Royalty or net smelter return royalty, as the case may be. Pre-emptive Right 14.3 Except as otherwise provided in §14.4, if a Participant desires to transfer all or any further consent from part of its Participating Interest or any Net Returns Royalty, or an Affiliate desires to transfer control of a Participant, the remaining Partnerother Participant shall have a pre-emptive right as provided in this §14.3. (ea) All expenses incurred by If either Participant intends to transfer all or any part of its Participating Interest or any Net Returns Royalty, or an Affiliate of either Participant intends to transfer Control of such Participant, the Partnership in connection with any Transfer transferring Participant or Affiliate ("Transferring Entity") shall promptly notify the other Participant of a Partner’s Interest its intentions. The notice shall state the price and all other pertinent terms and conditions of the intended transfer, and shall be paid accompanied by the Transferor prior to the time a copy of the Transfer (including, without limitation, any fees and costs of offer or contract for sale. If the preparation, filing and publishing of any amendment to this Agreement or to consideration for the Certificate, if any, and any legal and other fees, expenses and costs of any investigation and preparationintended transfer is, in connection with any actionwhole or in part, proceeding or investigation related to other than monetary, the notice shall describe such Transferconsideration and its monetary fair market value. The Transferor also will indemnify other Participant shall have 30 calendar days from the Partnership date such notice is delivered to notify the Transferring Entity whether it elects to acquire the offered interest at the same price (or its monetary equivalent) and the remaining Partner against any losses, claims, damages or liabilities to which any of them may become subject in connection therewith. The reimbursement and indemnity obligations of the Transferor under this paragraph shall be in addition to any liability which the Transferor may otherwise have, shall extend upon on the same terms and conditions as set forth in the notice. If it does so elect, the transfer shall be consummated promptly, but in no event more than 30 calendar days, after notice of such election is delivered to the Partnership Transferring Entity. (b) If the other Participant fails to so elect within the period provided for in §(a), the Transferring Entity shall have 90 calendar days following the expiration of such period to consummate the transfer to a third party at a price and the remaining Partner, shall inure on terms no less favourable to the benefit of any successors and assigns Transferring Entity than those set forth in the notice required in §(a). (c) If the Transferring Entity falls to consummate the transfer to a third party within the period set forth in §(b), the pre-emptive right of the Partnership other Participant in such offered interest shall be deemed to be revived. Any subsequent proposal to transfer such interest shall be conducted in accordance with all of the procedures set forth in this §14.3. Exceptions to Pre-emptive Right 14.4 Section 14.3 shall not apply to: (a) the transfer by either Participant of all or any part of its Participating Interest to an Affiliate provided that such Affiliate remains an Affiliate of the Participant for a period of not less than three years; (b) corporate consolidation or reorganization of either Participant by which the surviving entity shall possess substantially all of the stock or all of the property rights and interests, and be subject to substantially all of the remaining Partner liabilities and obligations of that Participant; (c) corporate merger or amalgamation involving either Participant by which the surviving entity or amalgamated company shall survive possess all of the stock or all of the property rights and interests, and be subject to substantially all of the liabilities and obligations of that Participant; provided, however, that the value of the merging or amalgamating Participant's interest in the Assets, evidenced by its Initial Contribution and all subsequent contributions under approved Programs and Budgets, does not exceed thirty percent (30%) of the Net Worth of the surviving entity or amalgamated company; (d) the transfer of Control of either Participant by an Affiliate to such Participant or to another Affiliate; (e) the creation by any termination Affiliate of either Participant of an Encumbrance affecting its Control of such Participant; (f) a sale or other commitment or disposition of Products or proceeds from sale of Products by either Participant upon distribution to it pursuant to Part 10 of the Agreement; or (g) a transfer by an Affiliate of a Participant (whether an original party to this AgreementAgreement or Participant by virtue of §14.2(b)) of Control of such Participant to a third party, provided such Participant's interest in the Assets, as evidenced by its Initial Contribution and all subsequent contributions under approved Programs and Budgets, does not exceed thirty percent (30%) of the Net Worth of the transferring Affiliate, or does not exceed 30% of the Net Worth of Transferee.

Transfer of Interest. (a) Except for transfers Notwithstanding anything to entities controlled by, controlling the contrary in the Subscription Agreement or under common control withthis Agreement, a Partner, no Partner may sell, assign, pledge or in any manner dispose of, or create, or suffer the creation of, a security interest in or any encumbrance on all or a portion of its Interest in the Partnership (the commission of any such act being referred to as a “Transfer”, any Person who effects a Transfer being referred to as a “Transferor” and any person to whom a Transfer is effected being referred to as a “Transferee”), without the prior consent of the other Partner. (b) No Transfer of an Interest shall be effective until such date as all requirements of this Article IX in respect thereof have been satisfied and, if consents, approvals or waivers are required by the Partners, all of same Member shall have been confirmed in writing by the Partners. Any Transfer or purported Transfer of an Interest in the Partnership not made in accordance with this Agreement shall be null and void and of no force or effect whatsoever. (c) In order for a Partner right to Transfer all or a portion of its Interest interest and/or Units to one or more Related Persons, and such Related Persons shall be admitted as substituted Member in respect of the Partnership (including any beneficial interest therein)and/or Units Transferred; provided, the following conditions must be metin each case, that: (i) such Transfer is subject to all of the Transferee executes documents reasonably satisfactory provisions applicable to a Transfer as described in Article 9, other than to the other Partner pursuant to which the Transferee agrees to be bound extent modified by or otherwise inconsistent with this Agreement and any amendments heretoParagraph 7; (ii) the Transferee assumestransferee gives the same representations, if so requested, warranties and undertakings as such Member has given in its Subscription Agreement and agrees to assume such Member’s obligations under this Agreement and its Subscription Agreement; (iii) the obligations, if any, Transfer would not result in any of the Transferor to the Partnershipcircumstances described in Section 9.1.4(a)-(d); (iv) concurrently with any such Transfer, such Member shall have paid its pro rata share of any amounts due in respect of any Financing as a result of such Transfer; and (iiiv) all certificates or other instruments shall have been recorded or filed in the proper records of each jurisdiction in which such recordation or filing is necessary to qualify the Partnership to conduct business or to preserve the limited liability of the Limited Partner under the laws of the jurisdiction in which the Partnership is doing business; and (d) The Transferee of a Partner’s Interest in the Partnership will be admitted Transfer to the Partnership as a Substituted General Partner or Substituted Limited Partner, as the case may be, without any further consent from the remaining Partnerapplicable Related Person complies with Xxxxxxx Xxxxx “know your customer” and anti-money laundering policies and procedures at such time. (eb) All expenses incurred by the Partnership No legal opinion, transfer notice or other information, documents, representations or certifications (other than those described in Paragraph 7(a) above) shall be required in connection with a Transfer pursuant to this Paragraph 7. In addition, notwithstanding Section 9.1.7, no Member or any Transfer of a Partner’s Interest its Expanded Affiliates shall be paid by the Transferor prior to the time of the Transfer charged any fees or expenses (including, without limitation, any fees and costs of attorney’s fees) incurred by the preparation, filing and publishing of any amendment to this Agreement Company or to the Certificate, if any, and any legal and other fees, expenses and costs of any investigation and preparation, Investment Adviser in connection with any actionsuch Transfer or admission of a Related Person as a substituted Member. (c) Where a Transfer by a Member satisfies all relevant requirements under this Paragraph 7, proceeding or investigation related to the Company shall record such Transfer. The Transferor also will indemnify transfer on the Partnership and the remaining Partner against any losses, claims, damages or liabilities to which any of them may become subject in connection therewith. The reimbursement and indemnity obligations books of the Transferor under this paragraph Company as of the end of the then- current quarter. In the event the Company does not comply with the foregoing sentence, the final sentence of Section 9.2.2 shall not apply in respect of such Member. (d) Article 9 shall not be in addition interpreted to restrict any liability which transfer of or require any notification of the Transferor may otherwise have, shall extend upon the same terms and conditions to the Partnership and the remaining Partner, shall inure to the benefit transfer of any successors and assigns direct or indirect beneficial ownership interests in a Member so long as (i) one or more Related Persons hold 100% of the Partnership ultimate beneficial ownership interests of such Member, and (ii) such transfer will not have any material adverse effect on the remaining Partner and shall survive any termination of this AgreementCompany or the Investment Adviser.

Transfer of Interest. (a) Except The General Partner agrees that: (i) (A) following a Change in Law Event (as defined below), not to withhold its consent to any transfer by the LP to a Person that is an Affiliate of the LP (which, for transfers to entities controlled bythe avoidance of doubt, controlling shall include an entity wholly owned directly or under common control with, a Partner, no Partner may sell, assign, pledge or in any manner dispose of, or create, or suffer indirectly by the creation of, a security interest in or any encumbrance on all or a portion government of its Interest in the Partnership Emirate of Abu Dhabi (the commission of any such act being referred to as a an “Transfer”, any Person who effects a Transfer being referred to as a “Transferor” and any person to whom a Transfer is effected being referred to as a “Approved Affiliate Transferee”), without and (B) following a Change in Law Event or a FATCA Event (each as defined below), not to unreasonably withhold its consent to any transfer by the prior consent LP to a Person that is not an Affiliate of the LP (an “Approved Non-Affiliate Transferee”) (the Persons listed in (A) and (B) each, an “Approved Transferee”), of all or part of the LP’s interest in the Partnership, and (ii) thereafter, to the admission of such Approved Transferee as a substitute Limited Partner in respect of the transferred interest in the Partnership; provided that (1) no such transfer (or any subsequent transfer by such Approved Transferee), individually or when taken together with any other transfers to which the General Partner grants its consent under this letter agreement, shall result in an increase in the number of holders of record of the Partnership for purposes of the Exchange Act by more than four, (2) the requirements of Section 9.2 (Transfer) of the Partnership Agreement (including the General Partner being satisfied as to the matters set forth in Section 9.2, but with respect to an Approved Affiliate Transferee, the General Partner will not withhold its consent under Section 9.2(a)(i) so long as a transfer to an Approved Affiliate Transferee meets the requirements set forth in sub-clauses (I) through (III) and (V) through (VII) in such clause), (3) such Approved Transferee will not subject the Partnership, the General Partner, the Management Company, any Alternative Investment Vehicle, Fund IX or any of its alternative investment vehicles, conduit vehicles and related entities or the Portfolio Company, or any Affiliate or Subsidiary of any of the foregoing to any additional tax, regulatory, legal, anti-money laundering or other similar burden, filing or requirements or otherwise cause any legal, tax, regulatory, anti-money laundering or other similar risk to the investment structure of the Portfolio Company, (4) such Approved Transferee has agreed in terms reasonably acceptable to the General Partner in its sole and absolute discretion that it shall participate in existing and future Investments on the same terms and through the same structure as the LP has or would have had it remained a Limited Partner, including with respect to the use of any Alternative Investment Vehicles in which LP participates or would have participated had it remained a Limited Partner, unless the General Partner, in its sole and absolute discretion, determines otherwise for legal, tax, regulatory or similar technical reasons, (5) if the Approved Transferee is not an Approved Affiliate Transferee, the Approved Transferee is not viewed by the General Partner, in good faith, as a competitor of the Partnership, the General Partner, the Management Company, Fund IX, the Portfolio Company or any Affiliate or Subsidiary, and (6) if the Approved Transferee is not an Approved Affiliate Transferee, the Approved Transferee is viewed by the General Partner as sufficiently creditworthy. (b) No Transfer The General Partner agrees that, upon the admission as a substitute Limited Partner of an Interest Approved Transferee that is an Approved Affiliate Transferee pursuant to Paragraph 2(a), such Approved Affiliate Transferee shall be effective until such date entitled to enter into an Other Agreement with the General Partner upon substantially identical terms and conditions as all requirements of contained in this Article IX in respect thereof have been satisfied and, if consents, approvals or waivers are required by letter agreement to the Partners, all of same shall have been confirmed in writing by the Partners. Any Transfer or purported Transfer of an Interest in the Partnership not made in accordance with this Agreement shall be null and void and of no force or effect whatsoeverextent applicable. (c) In order for a Partner to Transfer all or a portion For purposes of its Interest in the Partnership (including any beneficial interest thereinParagraph 2(a), the following conditions must be met: (i) the Transferee executes documents reasonably satisfactory to the other Partner pursuant to which the Transferee agrees to be bound by this Agreement and a “Change in Law Event” means (A) any amendments hereto; change in applicable U.S. federal income tax law (ii) the Transferee assumesas hereinafter defined), if so requested, the obligations, if any, of the Transferor to the Partnership; and (iii) all certificates or other instruments shall have been recorded or filed any change in the proper records of each jurisdiction law in which such recordation or filing is necessary to qualify the Partnership to conduct business or to preserve the limited liability of the Limited Partner under the laws of the a jurisdiction in which the Partnership is doing business; and organized or, directly or indirectly, holds an investment, which, in either case, as the LP determines in good faith, and in its sole and absolute discretion, may (1) have an adverse effect on the U.S. federal income tax status of the Parent (as defined below) as qualified for the benefits of section 892 of the Code, (2) result in an obligation of the Parent to file an income tax return in any jurisdiction other than the Emirate of Abu Dhabi, or (3) require the filing of any financial statements or disclosures of the Parent in any jurisdiction other than the Emirate of Abu Dhabi, or (B) any amendment to or affecting section 892 of the Code or any change in interpretation of or affecting such section 892 or any U.S. income tax return filing requirements referred to in Paragraph 2(c)(i)(A)(2), it being agreed that any proposed regulation, public ruling or official pronouncement issued by the U.S. Treasury and/or the U.S. Internal Revenue Service will constitute a change in applicable U.S. federal income tax law from and after the date on which issued, and (ii) a “FATCA Event” shall occur if, due to (A) a change to sections 1471 through 1474 of the Code or the regulations issued thereunder, or (B) an applicable intergovernmental agreement (“IGA”) or the domestic laws of a party to such IGA implemented to enact such IGA, the LP is required, in order to comply with U.S. FATCA (defined below) or such IGA, to provide non-public information to the General Partner other than a U.S. Internal Revenue Service Withholding Certificate that includes a certification to the effect that the LP qualifies as an exempt beneficial owner as described in section 1471(f) of the Code and Treasury Regulations section 1.1471-6(b). For purposes of this letter agreement, “U.S. FATCA” consists of clauses (a), and to the extent applicable to clause (a), clauses (c) and (d) The Transferee of a Partner’s Interest in the Partnership will be admitted to the Partnership as a Substituted General Partner or Substituted Limited Partner, as the case may be, without any further consent from the remaining Partner. (e) All expenses incurred by the Partnership in connection with any Transfer of a Partner’s Interest shall be paid by the Transferor prior to the time of the Transfer (including, without limitation, any fees and costs definition of “AEOI” set forth in Section VIII of the preparation, filing and publishing of any amendment to this Agreement or to the Certificate, if any, and any legal and other fees, expenses and costs of any investigation and preparation, in connection with any action, proceeding or investigation related to such Transfer. The Transferor also will indemnify the Partnership and the remaining Partner against any losses, claims, damages or liabilities to which any of them may become subject in connection therewith. The reimbursement and indemnity obligations of the Transferor under this paragraph shall be in addition to any liability which the Transferor may otherwise have, shall extend upon the same terms and conditions to the Partnership and the remaining Partner, shall inure to the benefit of any successors and assigns of the Partnership and the remaining Partner and shall survive any termination of this LP’s Subscription Agreement.