Common use of TRANSFER OF UNITS OF MEMBERS Clause in Contracts

TRANSFER OF UNITS OF MEMBERS. (a) Units of a Member may be Transferred only (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, dissolution, or incompetency of such Member or (ii) with the written consent of the Board (which may be withheld in its sole discretion); provided, however, that the Board may not consent to any Transfer other than a Transfer (i) in which the tax basis of the Units in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the transferor (e.g., certain Transfers to affiliates, gifts, and contributions to family partnerships), (ii) to members of the Member's immediate family (brothers, sisters, spouse, parents, and children), (iii) as a distribution from a qualified retirement plan or an individual retirement account, or (iv) a Transfer to which the Board may consent pursuant to the following sentence. The Board may consent to other pledges, transfers, or assignments under such other circumstances and conditions as it, in its sole discretion, deems appropriate; provided, however, that prior to any such pledge, transfer, or assignment, the Board shall consult with counsel to the Fund to ensure that such pledge, transfer, or assignment will not cause the Fund to be treated as a "publicly traded partnership" taxable as a corporation. In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board which may be withheld in its sole discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.4 shall be void. (b) The Board may not consent to a Transfer of Units of a Member unless: (i) the person to whom the Units are Transferred (or each of the person's beneficial owners if such a person is a "private investment company" as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act) is a person whom the Board believes is a "Eligible Investor" as described in the Fund's Form N-2; and (ii) all the Units of the Member are Transferred to a single transferee or, after the Transfer of less than all the Member's Units, the balance of the Capital Account of each of the transferee and transferor is not less than $50,000. Any transferee that acquires Units by operation of law as the result of the death, divorce, bankruptcy, insolvency, dissolution, or incompetency of a Member or otherwise, shall be entitled to the allocations and distributions allocable to the Units so acquired and to Transfer such Units in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. If a Member transfers Units with the approval of the Board, the Board shall promptly take all necessary actions so that the transferee to whom such Units are transferred is admitted to the Fund as a Member. Each Member effecting a Transfer and its transferee agree to pay all expenses, including attorneys' and accountants' fees, incurred by the Fund in connection with such Transfer. (c) Each Member shall indemnify and hold harmless the Fund, the Managers, each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, and expenses or any judgments, fines, and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from (i) any Transfer made by such Member in violation of this Section 4.4 and (ii) any misrepresentation by such Member in connection with any such Transfer.

TRANSFER OF UNITS OF MEMBERS. (a) Units of a Member may be Transferred only (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, dissolution, dissolution or incompetency of such Member or (ii) with the written consent of the Board of Managers (which may be withheld in its sole discretion); provided, however, that the Board of Managers may not consent to any Transfer other than a Transfer (i) in which the tax basis of the Units in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the transferor (e.g., certain Transfers to affiliates, gifts, gifts and contributions to family partnerships), (ii) to members of the Member's immediate family (brothers, sisters, spouse, parents, parents and children), (iii) as a distribution from a qualified retirement plan or an individual retirement account, or (iv) a Transfer to which the Board of Managers may consent pursuant to the following sentence. The Board of Managers may consent to other pledges, transfers, or assignments under such other circumstances and conditions as it, in its sole discretion, deems appropriate; provided, however, that prior to any such pledge, transfer, or assignment, the Board of Managers shall consult with counsel to the Fund to ensure that such pledge, transfer, or assignment will not cause the Fund to be treated as a "publicly traded partnership" taxable as a corporation. In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board of Managers which may be withheld in its sole discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.4 4.3 shall be void. (b) The Board of Managers may not consent to a Transfer of Units or a portion thereof of a Member unless: ; (i) the person to whom the Units are Transferred (or each of the person's beneficial owners if such a person is a "private investment company" as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act) is a person whom the Board of Managers believes is a "Eligible Investor" as described in meets the Fund's Form N-2requirements of paragraph (d)(1) of Rule 205-3 under the Advisers Act or any successor rule thereto and any other requirements that the Board of Managers deems necessary or appropriate; and (ii) all the Units of the Member are Transferred to a single transferee or, after the Transfer of less than all a portion of the Member's Units, the balance of the Capital Account of each of the transferee and transferor is not less than $50,00025,000. Any transferee that acquires Units by operation of law as the result of the death, divorce, bankruptcy, insolvency, dissolution, dissolution or incompetency of a Member or otherwise, shall be entitled to the allocations and distributions allocable to the Units so acquired and to Transfer such Units in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. If a Member transfers Units with the approval of the BoardBoard of Managers, the Board of Managers shall promptly take all necessary actions so that the transferee to whom such Units are transferred is admitted to the Fund as a Member. Each Member effecting a Transfer and its transferee agree to pay all expenses, including attorneys' and accountants' fees, incurred by the Fund in connection with such Transfer. (c) Each Member shall indemnify and hold harmless the Fund, the Managers, the Advisor, each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, costs and expenses or any judgments, fines, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from (i) any Transfer made by such Member in violation of this Section 4.4 4.3 and (ii) any misrepresentation by such Member in connection with any such Transfer.

TRANSFER OF UNITS OF MEMBERS. (a) Units of a A Member may be Transferred only transfer such Member’s Units in whole or in part only: (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, dissolution, or incompetency dissolution of such Member Member; or (ii) under extremely limited circumstances, with the written consent of the Board (which may be withheld for any reason in its sole and absolute discretion); provided. If any transferee does not meet such investor eligibility requirements as may be required by the Board, however, that the Company reserves the right to redeem its Units. If the Board may does not consent to any Transfer other than a Transfer transfer by operation of law, the Company shall redeem the Units from the Member’s successor. Any transfer must comply with the Securities Act. The Board generally will not consent to a transfer unless the transfer is: (ix) one in which the tax basis of the Units in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the transferor transferring Member (e.g., certain Transfers to affiliates, gifts, gifts and contributions to family partnershipsentities), ; or (iiy) to members of the transferring Member's ’s immediate family (brothers, sisterssiblings, spouse, parents, and children), (iii) as a distribution from a qualified retirement plan or an individual retirement account, or (iv) a Transfer to which the Board may consent pursuant to the following sentence. The Board may consent to other pledges, transfers, or assignments under such other circumstances and conditions as it, in its sole discretion, deems appropriate; provided, however, that prior to any such pledge, transfer, or assignment, the Board shall consult with counsel to the Fund to ensure that such pledge, transfer, or assignment foregoing permitted transferees will not cause the Fund be allowed to be treated as a "publicly traded partnership" taxable as a corporation. In no event, however, will any transferee or assignee be admitted as a Member become substituted Members without the consent of the Board Board, which may be withheld in its sole and absolute discretion. Any pledgeEach transferring Member and transferee agrees to pay all expenses, including, but not limited to, attorneys’ and accountants’ fees, incurred by the Company in connection with any transfer, or assignment not made in accordance with this Section 4.4 shall be void. (b) The Board may not consent to a Transfer of Units of a Member unless: (i) the person to whom the Units are Transferred (or each of the person's beneficial owners if such a person is a "private investment company" as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act) is a person whom the Board believes is a "Eligible Investor" as described in the Fund's Form N-2; and (ii) all the Units of the Member are Transferred to a single transferee or, after the Transfer of less than all the Member's By subscribing for Units, each Member agrees to indemnify and hold harmless the balance of the Capital Account of each of the transferee and transferor is not less than $50,000. Any transferee that acquires Units by operation of law as the result of the deathCompany, divorce, bankruptcy, insolvency, dissolution, or incompetency of a Member or otherwise, shall be entitled to the allocations and distributions allocable to the Units so acquired and to Transfer such Units in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. If a Member transfers Units with the approval of the Board, the Board shall promptly take Investment Manager, or each other Member, and any Affiliate of the foregoing against all necessary actions so losses, claims, damages, liabilities, costs, and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs, and expenses or any judgments, fines, and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from any transfer made by that the transferee to whom such Units are transferred is admitted to the Fund as a Member. Each Member effecting a Transfer and its transferee agree to pay all expenses, including attorneys' and accountants' fees, incurred in violation of this Section 4.3 or any misrepresentation made by the Fund that Member in connection with any such Transfertransfer. (c) Each transferring Member shall indemnify and hold harmless the FundCompany, the ManagersBoard, the Investment Manager, or each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, and expenses or any judgments, fines, and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from from: (i) any Transfer transfer made by such Member in violation of this Section 4.4 4.3; and (ii) any misrepresentation by such Member in connection with any such Transfertransfer.

TRANSFER OF UNITS OF MEMBERS. (a) Units of held by a Member may be Transferred only (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, dissolution, insolvency or incompetency dissolution of such Member or (ii) with the written consent of the Board (which may be withheld in its the Board's sole and absolute discretion); provided, however, that the Board may not consent to any Transfer other than a Transfer (i) in which the tax basis of the Units in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the transferor (e.g., certain Transfers to affiliates, gifts, and contributions to family partnerships), (ii) to members of the Member's immediate family (brothers, sisters, spouse, parents, and children), (iii) as a distribution from a qualified retirement plan or an individual retirement account, or (iv) a Transfer to which the Board may consent pursuant to the following sentence. The Board may consent to other pledges, transfers, or assignments under such other circumstances and conditions as it, in its sole discretion, deems appropriate; provided, however, that prior to any such pledge, transfer, or assignmentIn addition, the Board shall consult with counsel to the Fund to ensure that such pledge, transfer, or assignment will not cause the Fund to be treated as a "publicly traded partnership" taxable as a corporation. In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board which may be withheld in its sole discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.4 shall be void. (b) The Board may not consent to a Transfer of Units of a Member unless: (i) unless the person to whom the such Units are Transferred transferred (or each of the such person's beneficial equity owners if such a person is a "private investment company" as defined in paragraph (d)(3) of Rule 205-3 3(d)(3) under the Advisers Act, an investment company registered under the 1940 Act, or a business development company as defined under the Advisers Act) is a person whom the Board believes meets the requirements of paragraph (d)(1) of Rule 205-3 under the Advisers Act or any successor rule thereto, or is a "Eligible Investor" as described in otherwise exempt from such requirements. If any transferee does not meet such investor eligibility requirements, the FundFund reserves the right to redeem such investor's Form N-2; and (ii) all Units. In addition to the Units of the foregoing, no Member are Transferred shall be permitted to a single transferee or, after the Transfer of less than all the such Member's Units, Units unless after such Transfer the balance of the Capital Account of each the transferee, and of the transferee and transferor is not Member Transferring less than $50,000the Member's entire Interest, is at least equal to the amount of the Member's initial Capital Contribution. Any permitted transferee that acquires Units by operation of law as the result of the death, divorce, bankruptcy, insolvency, dissolution, or incompetency of a Member or otherwise, shall be entitled to the allocations and distributions allocable to the Units so acquired and to Transfer such Units in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. If a Member transfers Transfers Units with the approval of the Board, the Board Fund shall promptly take all necessary actions so that the each transferee or successor to whom such Units are is transferred is admitted to the Fund as a Member. The admission of any transferee as a substituted Member shall be effective upon the execution and delivery by, or on behalf of, such substituted Member of this Agreement or an instrument that constitutes the execution and delivery of this Agreement. Each Member effecting a Transfer and its transferee agree agrees to pay all expenses, including attorneys' and accountants' fees, incurred by the Fund in connection with such Transfer. (cb) Each Member shall indemnify and hold harmless the Fund, the ManagersAdvisor, the Directors, each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, costs and expenses or any judgments, fines, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from (i) any Transfer made by such Member in violation of this Section 4.4 and (ii) any misrepresentation by such Member in connection with any such Transfer.

TRANSFER OF UNITS OF MEMBERS. (a) Units of held by a Member may be Transferred only transferred only: (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, dissolution, or incompetency dissolution of such Member Member; or (ii) under extremely limited circumstances, with the written consent of the Board (which may be withheld for any reason in its sole and absolute discretion); provided. If any transferee does not meet such investor eligibility requirements, however, that the Fund reserves the right to redeem its Units. If the Board may does not consent to any Transfer other than a Transfer transfer by operation of law, the Fund shall redeem the Unit from the Member's successor. Any transfer must comply with the Securities Act. The Board generally will not consent to a transfer unless the transfer is: (i) one in which the tax basis of the Units in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the transferor transferring Member (e.g., e.g. certain Transfers to affiliates, gifts, gifts and contributions to family partnershipsentities), ; or (ii) to members of the transferring Member's immediate family (brothers, sisterssiblings, spouse, parents, and children), (iii) as a distribution from a qualified retirement plan or an individual retirement account, or (iv) a Transfer to which the Board may consent pursuant to the following sentence. The Board may consent to other pledges, transfers, or assignments under such other circumstances and conditions as it, in its sole discretion, deems appropriate; provided, however, that prior to any such pledge, transfer, or assignment, the Board shall consult with counsel to the Fund to ensure that such pledge, transfer, or assignment foregoing permitted transferees will not cause the Fund be allowed to be treated as a "publicly traded partnership" taxable as a corporation. In no event, however, will any transferee or assignee be admitted as a Member become substituted Members without the consent of the Board Board, which may be withheld in its sole and absolute discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.4 shall be void. (b) The Board may not consent to a Transfer of Units of a Each transferring Member unless: (i) the person to whom the Units are Transferred (or each of the person's beneficial owners if such a person is a "private investment company" as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act) is a person whom the Board believes is a "Eligible Investor" as described in the Fund's Form N-2; and (ii) all the Units of the Member are Transferred to a single transferee or, after the Transfer of less than all the Member's Units, the balance of the Capital Account of each of the transferee and transferor is not less than $50,000. Any transferee that acquires Units by operation of law as the result of the death, divorce, bankruptcy, insolvency, dissolution, or incompetency of a Member or otherwise, shall be entitled to the allocations and distributions allocable to the Units so acquired and to Transfer such Units in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. If a Member transfers Units with the approval of the Board, the Board shall promptly take all necessary actions so that the transferee to whom such Units are transferred is admitted to the Fund as a Member. Each Member effecting a Transfer and its transferee agree to pay all expenses, including but not limited to attorneys' and accountants' fees, incurred by the Fund in connection with any transfer. (b) By subscribing for Units, each Member agrees to indemnify and hold harmless the Fund, the Board, the Investment Adviser, or each other Member, and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs, and expenses or any judgments, fines, and amounts paid in settlement), joint or several, to which such Transferpersons may become subject by reason of or arising from any transfer made by that Member in violation of this Section 4.4 or any misrepresentation made by that Member in connection with any such transfer. (c) Each transferring Member shall indemnify and hold harmless the Fund, the ManagersBoard, the Investment Adviser, or each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, and expenses or any judgments, fines, and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from (i) any Transfer transfer made by such Member in violation of this Section 4.4 and (ii) any misrepresentation by such Member in connection with any such Transfertransfer.

TRANSFER OF UNITS OF MEMBERS. (a) Units of held by a Member may be Transferred transferred only (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, dissolution, or incompetency dissolution of such Member or (ii) under extremely limited circumstances, with the written consent of the Board (which may be withheld in its sole and absolute discretion); provided. If any transferee does not meet such investor eligibility requirements, however, that the Fund reserves the right to redeem its Units. If the Board may does not consent to any Transfer other than a Transfer transfer by operation of law, the Fund shall redeem the Unit from the Member's successor. Any transfer must comply with the Securities Act. The Board of Directors generally will not consent to a transfer unless the following circumstances are met: (i) the transfer is (x) one in which the tax basis of the Units in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the transferor transferring Member (e.g., e.g. certain Transfers to affiliates, gifts, gifts and contributions to family partnershipsentities), or (iiy) to members of the transferring Member's immediate family (brothers, sisterssiblings, spouse, parents, and children), (iii) as a distribution from a qualified retirement plan or an individual retirement account, or (iv) a Transfer to which the Board may consent pursuant to the following sentence. The Board may consent to other pledges, transfers, or assignments under such other circumstances and conditions as it, in its sole discretion, deems appropriate; provided, however, that prior to any such pledge, transfer, or assignment, the Board shall consult with counsel to the Fund to ensure that such pledge, transfer, or assignment foregoing permitted transferees will not cause the Fund be allowed to be treated as a "publicly traded partnership" taxable as a corporation. In no event, however, will any transferee or assignee be admitted as a Member become substituted Members without the consent of the Board Board, which may be withheld in its sole and absolute discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.4 shall be void. (b) The Board may not consent to a Transfer of Units of a Each transferring Member unless: (i) the person to whom the Units are Transferred (or each of the person's beneficial owners if such a person is a "private investment company" as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act) is a person whom the Board believes is a "Eligible Investor" as described in the Fund's Form N-2; and (ii) all the Units of the Member are Transferred to a single transferee or, after the Transfer of less than all the Member's Units, the balance of the Capital Account of each of the transferee and transferor is not less than $50,000. Any transferee that acquires Units by operation of law as the result of the death, divorce, bankruptcy, insolvency, dissolution, or incompetency of a Member or otherwise, shall be entitled to the allocations and distributions allocable to the Units so acquired and to Transfer such Units in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. If a Member transfers Units with the approval of the Board, the Board shall promptly take all necessary actions so that the transferee to whom such Units are transferred is admitted to the Fund as a Member. Each Member effecting a Transfer and its transferee agree agrees to pay all expenses, including but not limited to attorneys' and accountants' fees, incurred by the Fund in connection with any transfer. (b) By subscribing for Units, each Member agrees to indemnify and hold harmless the Fund, the Board, the Investment Adviser, or each other Member, and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs, and expenses or any judgments, fines, and amounts paid in settlement), joint or several, to which such Transferpersons may become subject by reason of or arising from any transfer made by that Member in violation of this Section 4.4 or any misrepresentation made by that Member in connection with any such transfer. (c) Each transferring Member shall indemnify and hold harmless the Fund, the ManagersBoard, the Investment Adviser, or each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, and expenses or any judgments, fines, and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from (i) any Transfer transfer made by such Member in violation of this Section 4.4 and (ii) any misrepresentation by such Member in connection with any such Transfertransfer.

TRANSFER OF UNITS OF MEMBERS. (a) Units of a A Member may be Transferred only transfer such Member’s Units in whole or in part only: (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, dissolution, or incompetency dissolution of such Member Member; or (ii) under extremely limited circumstances, with the written consent of the Board (which may be withheld for any reason in its sole and absolute discretion); provided. If any transferee does not meet such investor eligibility requirements as may be required by the Board, however, that the Company reserves the right to redeem its Units. If the Board may does not consent to any Transfer other than a Transfer transfer by operation of law, the Company shall redeem the Units from the Member’s successor. Any transfer must comply with the Securities Act. The Board generally will not consent to a transfer unless the transfer is: (ix) one in which the tax basis of the Units in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the transferor transferring Member (e.g., ,. certain Transfers to affiliates, gifts, gifts and contributions to family partnershipsentities), ; or (iiy) to members of the transferring Member's ’s immediate family (brothers, sisterssiblings, spouse, parents, and children), (iii) as a distribution from a qualified retirement plan or an individual retirement account, or (iv) a Transfer to which the Board may consent pursuant to the following sentence. The Board may consent to other pledges, transfers, or assignments under such other circumstances and conditions as it, in its sole discretion, deems appropriate; provided, however, that prior to any such pledge, transfer, or assignment, the Board shall consult with counsel to the Fund to ensure that such pledge, transfer, or assignment foregoing permitted transferees will not cause the Fund be allowed to be treated as a "publicly traded partnership" taxable as a corporation. In no event, however, will any transferee or assignee be admitted as a Member become substituted Members without the consent of the Board Board, which may be withheld in its sole and absolute discretion. Any pledgeEach transferring Member and transferee agrees to pay all expenses, including, but not limited to, attorneys’ and accountants’ fees, incurred by the Company in connection with any transfer, or assignment not made in accordance with this Section 4.4 shall be void. (b) The Board may not consent to a Transfer of Units of a Member unless: (i) the person to whom the Units are Transferred (or each of the person's beneficial owners if such a person is a "private investment company" as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act) is a person whom the Board believes is a "Eligible Investor" as described in the Fund's Form N-2; and (ii) all the Units of the Member are Transferred to a single transferee or, after the Transfer of less than all the Member's By subscribing for Units, each Member agrees to indemnify and hold harmless the balance of the Capital Account of each of the transferee and transferor is not less than $50,000. Any transferee that acquires Units by operation of law as the result of the deathCompany, divorce, bankruptcy, insolvency, dissolution, or incompetency of a Member or otherwise, shall be entitled to the allocations and distributions allocable to the Units so acquired and to Transfer such Units in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. If a Member transfers Units with the approval of the Board, the Board shall promptly take Investment Manager, or each other Member, and any Affiliate of the foregoing against all necessary actions so losses, claims, damages, liabilities, costs, and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs, and expenses or any judgments, fines, and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from any transfer made by that the transferee to whom such Units are transferred is admitted to the Fund as a Member. Each Member effecting a Transfer and its transferee agree to pay all expenses, including attorneys' and accountants' fees, incurred in violation of this Section 4.4 or any misrepresentation made by the Fund that Member in connection with any such Transfertransfer. (c) Each transferring Member shall indemnify and hold harmless the FundCompany, the ManagersBoard, the Investment Manager, or each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, and expenses or any judgments, fines, and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from from: (i) any Transfer transfer made by such Member in violation of this Section 4.4 4.4; and (ii) any misrepresentation by such Member in connection with any such Transfertransfer.

TRANSFER OF UNITS OF MEMBERS. (a) Units No Transfer of any Member's Units, whether voluntary or involuntary, shall be valid or effective, and no transferee shall become a Member may be Transferred only (i) by operation of law pursuant to substituted Member, unless the death, divorce, bankruptcy, insolvency, dissolution, or incompetency of such Member or (ii) with the prior written consent of the Board (Manager has been obtained, which consent may be withheld in its sole and absolute discretion. In the event of any Transfer, all of the conditions of the remainder of this Section 5.2 must also be satisfied. Notwithstanding the foregoing, assignment of the economic benefits of ownership of Units of the Fund may be made without the Manager’s consent, provided that the assignee is not an ineligible or unsuitable investor under applicable law (which would include, for example, the causing of events listed in section 5.2(b); provided). (b) No Transfer of any Member's Units, howeverwhether voluntary or involuntary, shall be valid or effective unless the Manager determines, after consultation with legal counsel acting for the Company, that such Transfer will not, unless waived by the Board may not consent to any Transfer other than a Transfer Manager: (i) in which the tax basis require registration of any Units under any securities laws of the Units in the hands United States of the transferee is determinedAmerica, in whole any state thereof or in part, by reference to its tax basis in the hands of the transferor (e.g., certain Transfers to affiliates, gifts, and contributions to family partnerships), any other jurisdiction; (ii) subject the Company to members registration under any securities or commodities laws of the Member's immediate family (brothersUnited States of America, sisters, spouse, parents, and children), any state thereof or any other jurisdiction; (iii) as result in a distribution from a qualified retirement plan or an individual retirement account, or termination of the Company for U.S. federal income tax purposes under Section 708(b)(1)(B) of the Code; (iv) a Transfer to which result in the Board may consent pursuant to the following sentence. The Board may consent to other pledges, transfers, or assignments under such other circumstances and conditions as it, in its sole discretion, deems appropriate; provided, however, that prior to any such pledge, transfer, or assignment, the Board shall consult with counsel to the Fund to ensure that such pledge, transfer, or assignment will not cause the Fund Company being deemed to be treated as a "publicly traded partnership" taxable as a corporation. In no event, however, will any transferee or assignee be admitted as a Member without the consent for purposes of Section 7704 of the Board which may Code; (v) result in the assets of the Company becoming "plan assets" within the meaning of ERISA; or (vi) violate or be withheld in its sole discretioninconsistent with any representation or warranty made by the transferring Member at the time the Member subscribed to purchase Units. Any pledge, transferThe transferring Member, or assignment such Member’s legal representative, shall give the Manager written notice before making any voluntary Transfer and within thirty (30) days after any involuntary Transfer and shall provide sufficient information to allow legal counsel acting for the Company to make the determination that the proposed Transfer will not made result in accordance with this Section 4.4 shall be void. (b) The Board may not consent any of the consequences referred to a Transfer of Units of a Member unless: in clauses (i) the person to whom the Units are Transferred through (or each vi) above. If a Transfer occurs by reason of the person's beneficial owners if such a person is a "private investment company" as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act) is a person whom the Board believes is a "Eligible Investor" as described in the Fund's Form N-2; and (ii) all the Units of the Member are Transferred to a single transferee or, after the Transfer of less than all the Member's Units, the balance of the Capital Account of each of the transferee and transferor is not less than $50,000. Any transferee that acquires Units by operation of law as the result of the death, divorce, bankruptcy, insolvency, dissolution, or incompetency death of a Member or otherwiseassignee, the notice may be given by the duly authorized representative of the estate of the Member or assignee. The notice must be supported by proof of legal authority and valid assignment acceptable to the Manager. (c) In the event any Transfer permitted by this Section 5.2 shall result in multiple ownership of any Member's interest in the Company, the Manager may require one or more trustees or nominees to be designated to represent a portion of or the entire interest transferred for the purpose of receiving all notices which may be given and all payments which may be made under this Agreement, and for the purpose of exercising the rights which the transferor as a Member had pursuant to the provisions of this Agreement. (d) A transferee shall be entitled to the allocations and distributions allocable attributable to the Units so acquired transferred to such transferee and to Transfer transfer or redeem such Units in accordance with the terms of this Agreement; provided, but however, that such transferee shall not be entitled to the other rights of a Member unless and as a result of such transfer until such transferee he or she becomes a substituted Member. If . (e) The Company and the Manager shall incur no liability for allocations and distributions made in good faith to the transferring Member until a Member transfers Units with written instrument of transfer has been received by the approval Company and recorded on its books and the effective date of the BoardTransfer has passed. (f) Any other provision of this Agreement to the contrary notwithstanding, any successor to any Member's Units shall be bound by the provisions hereof. Prior to recognizing any Transfer in accordance with this Section, the Board shall promptly take all necessary actions so that Manager may require the transferee transferring Member to whom such Units are transferred is admitted execute and acknowledge an instrument of transfer in form and substance satisfactory to the Fund as a Member. Each Member effecting a Transfer Manager and its transferee agree to pay all expenses, including attorneys' and accountants' fees, the reasonable expenses of the Company incurred by the Fund in connection with such Transfertransfer, and may require the transferee to make certain representations and warranties to the Company and the Members and to accept, adopt and approve in writing all of the terms and provisions of this Agreement. (cg) Each Member shall indemnify and hold harmless In the Fundevent of a Transfer or in the event of a distribution of assets of the Company to any Member, the ManagersCompany, each other Member in the sole and any Affiliate absolute discretion of the foregoing against all lossesManager, claimsmay, damagesbut shall not be required to, liabilities, costs, file an election under Section 754 of the Code and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, and expenses or any judgments, fines, and amounts paid in settlement), joint or severalaccordance with the applicable U.S. Treasury regulations, to which such persons may become subject cause the basis of the Company's assets to be adjusted for federal income tax purposes as provided by reason Sections 734 or 743 of or arising from (i) any Transfer made by such Member in violation of this Section 4.4 and (ii) any misrepresentation by such Member in connection with any such Transferthe Code.

TRANSFER OF UNITS OF MEMBERS. (a) A Member's Units of a Member may be Transferred only (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, dissolution, dissolution or adjudication of incompetency of such Member or (ii) with the written consent of the Board of Managers (which may be withheld in its sole discretion); providedPROVIDED, howeverHOWEVER, that the Board of Managers may not consent to any Transfer other than a Transfer (i) in which the tax basis of the Units in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the transferor (e.g., certain Transfers to affiliates, gifts, and contributions to family partnerships)transferor, (ii) to members of the Member's immediate family (brothers, sisters, spouse, parents, parents and children), (iii) as a distribution from a qualified retirement plan or an individual retirement account, or (iv) a Transfer to which the Board of Managers may consent pursuant to the following sentence. The Board of Managers may consent to other pledges, transfers, or assignments under such other circumstances and conditions as it, in its sole discretion, deems appropriate; providedPROVIDED, howeverHOWEVER, that prior to any such pledge, transfer, or assignment, the Board of Managers shall consult with counsel to the Fund Company to ensure that such pledge, transfer, or assignment will not cause the Fund Company to be treated as a "publicly traded partnership" taxable as a corporation. In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board of Managers which may be withheld in its sole discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.4 shall be void. (b) The Board of Managers may not consent to a Transfer of Units all or a portion of a Member Member's Units unless: (i) the person to whom the Units are Transferred (or each of the person's beneficial owners if such a person is a "private investment company" as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act) is a person whom the Board Company believes is a "Eligible Investor" an accredited investor, as described such term is defined in Regulation D under the Fund's Form N-2Securities Act of 1933 or any successor thereto; and (ii) all the Units of the Member Member's Units are Transferred to a single transferee or, after the Transfer of less than all the Member's a portion of Units, the balance of the Capital Account of each of the transferee and transferor is not less than $50,000100,000, or such lesser amount as may be established by the Board of Managers. Any transferee that acquires Units by operation of law as the result of the death, divorce, bankruptcy, insolvency, dissolution, dissolution or adjudication of incompetency of a Member or otherwise, shall be entitled to the allocations and distributions allocable to the Units so acquired and to Transfer such Units in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. If a Member transfers Units with the approval of the BoardBoard of Managers, the Board of Managers shall promptly take all necessary actions so that the each transferee to whom such Units are transferred is admitted to the Fund Company as a Member. Each Member effecting a Transfer and its each transferee agree to pay all expenses, including attorneys' and accountants' fees, incurred by the Fund Company in connection with such Transfer. (c) Each Member shall indemnify and hold harmless the FundCompany, the Managers, the Adviser, each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, costs and expenses or any judgments, fines, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from (i) any Transfer made by such Member in violation of this Section 4.4 and (ii) any misrepresentation by such Member in connection with any such Transfer.

TRANSFER OF UNITS OF MEMBERS. (a) Units of a Member may be Transferred only (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, dissolution, insolvency or incompetency dissolution of such Member or (ii) with the written consent of the Board of Directors (which may be withheld in its sole discretion); provided, however, that the Board of Directors may not consent to any Transfer other than a Transfer (i) in which the tax basis of the Units in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the transferor (e.g., certain Transfers to affiliates, gifts, gifts and contributions to family partnerships), (ii) to members of the Member's immediate family (brothers, sisters, spouse, parents, parents and children), or (iii) as a distribution from a qualified retirement plan or an individual retirement account, or (iv) a Transfer to which the Board may consent pursuant to the following sentence. The Board may consent to other pledges, transfers, or assignments under such other circumstances and conditions as it, in its sole discretion, deems appropriate; provided, however, that prior to any such pledge, transfer, or assignment, the Board shall consult unless it consults with counsel to the Fund Company and counsel to ensure the Company confirms that such pledge, transfer, or assignment Transfer will not cause the Fund Company to be treated as a "publicly traded partnership" taxable as a corporation. In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board which may be withheld in its sole discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.4 shall be void. (b) The Board of Directors may not consent to a Transfer of Units of a Member unless: (i) the person to whom such Units are Transferred is a person whom the Company believes is an accredited investor, as such term is defined in Regulation D under the Securities Act of 1933 or any successor thereto; (ii) the person to whom such Units are Transferred (or each of the such person's beneficial owners if such a person is a "private investment company" as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act) is a person whom the Board Company believes is a "Eligible Investor" as described in meets the Fund's Form N-2requirements of paragraph (d)(1) of Rule 205-3 under the Advisers Act; and (iiiii) all of the Units of the Member are Transferred to a single transferee or, after the Transfer of less than all the Member's Units, the balance of the Capital Account of each of the transferee and transferor is not less than $50,00025,000. Any transferee that acquires Units by operation of law as the result of the death, divorce, bankruptcy, insolvency, dissolution, insolvency or incompetency dissolution of a Member or otherwise, shall be entitled to the allocations and distributions allocable to the Unit or Units so acquired and to Transfer such Unit or Units in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. If a Member transfers Units with the approval of the BoardBoard of Directors, the Board of Directors shall promptly take all necessary actions so that the transferee to whom such Units are transferred is admitted to the Fund Company as a Member. Each Member effecting a Transfer and its transferee agree to pay all expenses, including attorneys' and accountants' fees, incurred by the Fund Company in connection with such Transfer. (c) Each Member shall indemnify and hold harmless the FundCompany, the ManagersDirectors, the Investment Manager, each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, costs and expenses or any judgments, fines, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from (i) any Transfer made by such Member in violation of this Section 4.4 and (ii) any misrepresentation by such Member in connection with any such Transfer.

TRANSFER OF UNITS OF MEMBERS. (a) Units of a Member may be Transferred only (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, dissolution, or incompetency of such Member or (ii) with the written consent of the Board (which may be withheld in its sole discretion); provided, however, that the Board may not consent to any Transfer other than a Transfer (i) in which the tax basis of the Units in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the transferor (e.g., certain Transfers to affiliates, gifts, and contributions to family partnerships), (ii) to members of the Member's immediate family (brothers, sisters, spouse, parents, and children), (iii) as a distribution from a qualified retirement plan or an individual retirement account, or (iv) a Transfer to which the Board may consent pursuant to the following sentence. The Board may consent to other pledges, transfers, or assignments under such other circumstances and conditions as it, in its sole discretion, deems appropriate; provided, however, that prior to any such pledge, transfer, or assignment, the Board shall consult with counsel to the Fund Lexington to ensure that such pledge, transfer, or assignment will not cause the Fund Lexington to be treated as a "publicly traded partnership" taxable as a corporation. In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board which may be withheld in its sole discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.4 shall be void. (b) The Board may not consent to a Transfer of Units of a Member unless: (i) the person to whom the Units are Transferred (or each of the person's beneficial owners if such a person is a "private investment company" as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act) is a person whom the Board believes is a "Eligible Qualified Investor" as described in the Fund's Form N-2; and (ii) all the Units of the Member are Transferred to a single transferee or, after the Transfer of less than all the Member's Units, the balance of the Capital Account of each of the transferee and transferor is not less than $50,00010,000. Any transferee that acquires Units by operation of law as the result of the death, divorce, bankruptcy, insolvency, dissolution, or incompetency of a Member or otherwise, shall be entitled to the allocations and distributions allocable to the Units so acquired and to Transfer such Units in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. If a Member transfers Units with the approval of the Board, the Board shall promptly take all necessary actions so that the transferee to whom such Units are transferred is admitted to the Fund Lexington as a Member. Each Member effecting a Transfer and its transferee agree to pay all expenses, including attorneys' and accountants' fees, incurred by the Fund Lexington in connection with such Transfer. (c) Each Member shall indemnify and hold harmless the FundLexington, the Managers, each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, and expenses or any judgments, fines, and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from (i) any Transfer made by such Member in violation of this Section 4.4 and (ii) any misrepresentation by such Member in connection with any such Transfer.

TRANSFER OF UNITS OF MEMBERS. (a) Units of a Member may be Transferred only (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, dissolution, or incompetency of such Member or (ii) with the written consent of the Board (which may be withheld in its sole discretion); provided, however, that the Board may not consent to any Transfer other than a Transfer (i) in which the tax basis of the Units in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the transferor (e.g., certain Transfers to affiliates, gifts, and contributions to family partnerships), (ii) to members of the Member's immediate family (brothers, sisters, spouse, parents, and children), (iii) as a distribution from a qualified retirement plan or an individual retirement account, or (iv) a Transfer to which the Board may consent pursuant to the following sentence. The Board may consent to other pledges, transfers, or assignments under such other circumstances and conditions as it, in its sole discretion, deems appropriate; provided, however, that prior to any such pledge, transfer, or assignment, the Board shall consult with counsel to the Fund to ensure that such pledge, transfer, or assignment will not cause the Fund to be treated as a "publicly traded partnership" taxable as a corporation. In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board which may be withheld in its sole discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.4 shall be void. (b) The Board may not consent to a Transfer of Units of a Member unless: (i) the person to whom the Units are Transferred (or each of the person's beneficial owners if such a person is a "private investment company" as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act) is a person whom the Board believes is a "Eligible Qualified Investor" as described in the Fund's Form N-2; and (ii) all the Units of the Member are Transferred to a single transferee or, after the Transfer of less than all the Member's Units, the balance of the Capital Account of each of the transferee and transferor is not less than $50,00010,000. Any transferee that acquires Units by operation of law as the result of the death, divorce, bankruptcy, insolvency, dissolution, or incompetency of a Member or otherwise, shall be entitled to the allocations and distributions allocable to the Units so acquired and to Transfer such Units in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. If a Member transfers Units with the approval of the Board, the Board shall promptly take all necessary actions so that the transferee to whom such Units are transferred is admitted to the Fund as a Member. Each Member effecting a Transfer and its transferee agree to pay all expenses, including attorneys' and accountants' fees, incurred by the Fund in connection with such Transfer. (c) Each Member shall indemnify and hold harmless the Fund, the Managers, each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, and expenses or any judgments, fines, and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from (i) any Transfer made by such Member in violation of this Section 4.4 and (ii) any misrepresentation by such Member in connection with any such Transfer.

TRANSFER OF UNITS OF MEMBERS. (a) Units of a Member may be Transferred only (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, dissolution, or incompetency of such Member Member, or (ii) with the written consent of the Board (which may be withheld in its sole and absolute discretion); provided, however, that the Board may not consent to any Transfer other than a Transfer (iA) in which the tax basis of the Units in the hands of the transferee Transferee is determined, in whole or in part, by reference to its tax basis in the hands of the transferor Transferor (e.g., certain Transfers to affiliates, gifts, and contributions to family partnerships), (iiB) to members of the Member's ’s immediate family (brothers, sisters, spouse, parents, and children), (iiiC) as a distribution from a qualified retirement plan or an individual retirement accountplan, or (ivD) a Transfer to which the Board may consent pursuant to the following sentence. The Board may consent to other pledges, transfersTransfers, or assignments under such other circumstances and conditions as it, in its sole and absolute discretion, deems appropriate; provided, however, that prior to any such pledge, transferTransfer, or assignment, the Board shall consult with counsel to the Fund to ensure that such pledge, transferTransfer, or assignment will not cause the Fund to be treated as a "“publicly traded partnership" ” taxable as a corporation. In no event, however, will any transferee Transferee or assignee be admitted as a Member without the consent of the Board Board, which may be withheld in its sole and absolute discretion. Any pledge, transferTransfer, or assignment not made in accordance with this Section 4.4 4.3 shall be void. (b) The Board may not consent to a Transfer of Units of a Member unless: (i) the person Person to whom the Units are Transferred (or each of the person's Person’s beneficial owners if such a person Person is a "“private investment company" ” as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act) is a person Person whom the Board believes is a "“Eligible Investor" ” as described in the Fund's ’s Form N-2; and (ii) all the Units of the Member are Transferred to a single transferee Transferee or, after the Transfer of less than all the Member's ’s Units, the balance of the Capital Account of each of the transferee Transferee and transferor Transferor is not less than $50,000the amount as may be fixed from time to time by the Board as the Fund’s minimum investment, if any. Any transferee Transferee that acquires Units by operation of law as the result of the death, divorce, bankruptcy, insolvency, dissolution, or incompetency of a Member or otherwise, shall be entitled to the allocations and distributions allocable to the Units so acquired and to Transfer such Units in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee Transferee becomes a substituted Member. If a Member transfers Transfers Units with the approval of the Board, the Board shall promptly take all necessary actions so that the transferee Transferee to whom such Units are transferred Transferred is admitted to the Fund as a Member. Each Member effecting a Transfer and its transferee Transferee agree to pay all expenses, including attorneys' ’ and accountants' ’ fees, incurred by the Fund in connection with such Transfer. (c) Each Member shall indemnify and hold harmless the Fund, the Managers, each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, and expenses or any judgments, fines, and amounts paid in settlement), joint or several, to which such persons Persons may become subject by reason of or arising from (i) any Transfer made by such Member in violation of this Section 4.4 4.3 and (ii) any misrepresentation by such Member in connection with any such Transfer.

TRANSFER OF UNITS OF MEMBERS. (a) Units of a Member may be Transferred only (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, dissolution, or incompetency of such Member or (ii) with the written consent of the Board (which may be withheld in its sole discretion); provided, however, that the Board may not consent to any Transfer other than a Transfer (i) in which the tax basis of the Units in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the transferor (e.g., certain Transfers to affiliates, gifts, and contributions to family partnerships), (ii) to members of the Member's immediate family (brothers, sisters, spouse, parents, and children), (iii) as a distribution from a qualified retirement plan or an individual retirement account, or (iv) a Transfer to which the Board may consent pursuant to the following sentence. The Board may consent to other pledges, transfers, or assignments under such other circumstances and conditions as it, in its sole discretion, deems appropriate; provided, however, that prior to any such pledge, transfer, or assignment, the Board shall consult with counsel to the Fund TEI to ensure that such pledge, transfer, or assignment will not cause the Fund TEI to be treated as a "publicly traded partnership" taxable as a corporation. In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board which may be withheld in its sole discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.4 shall be void. (b) The Board may not consent to a Transfer of Units of a Member unless: (i) the person to whom the Units are Transferred (or each of the person's beneficial owners if such a person is a "private investment company" as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act) is a person whom the Board believes is a "Eligible Investor" as described in the Fund's Form N-2; and (ii) all the Units of the Member are Transferred to a single transferee or, after the Transfer of less than all the Member's Units, the balance of the Capital Account of each of the transferee and transferor is not less than $50,00010,000. Any transferee that acquires Units by operation of law as the result of the death, divorce, bankruptcy, insolvency, dissolution, or incompetency of a Member or otherwise, shall be entitled to the allocations and distributions allocable to the Units so acquired and to Transfer such Units in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. If a Member transfers Units with the approval of the Board, the Board shall promptly take all necessary actions so that the transferee to whom such Units are transferred is admitted to the Fund TEI as a Member. Each Member effecting a Transfer and its transferee agree to pay all expenses, including attorneys' and accountants' fees, incurred by the Fund TEI in connection with such Transfer. (c) Each Member shall indemnify and hold harmless the FundTEI, the Managers, each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, and expenses or any judgments, fines, and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from (i) any Transfer made by such Member in violation of this Section 4.4 and (ii) any misrepresentation by such Member in connection with any such Transfer.

TRANSFER OF UNITS OF MEMBERS. (a) Units of a Member may be Transferred only (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, dissolution, or incompetency of such Member or (ii) with the written consent of the Board (which may be withheld in its sole discretion); provided, however, that the Board may not consent to any Transfer other than a Transfer (i) in which the tax basis of the Units in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the transferor (e.g., certain Transfers to affiliates, gifts, and contributions to family partnerships), (ii) to members of the Member's immediate family (brothers, sisters, spouse, parents, and children), (iii) as a distribution from a qualified retirement plan or an individual retirement account, or (iv) a Transfer to which the Board may consent pursuant to the following sentence. The Board may consent to other pledges, transfers, or assignments under such other circumstances and conditions as it, in its sole discretion, deems appropriate; provided, however, that prior to any such pledge, transfer, or assignment, the Board shall consult with counsel to the Fund to ensure that such pledge, transfer, or assignment will not cause the Fund to be treated as a "publicly traded partnership" taxable as a corporation. In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board which may be withheld in its sole discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.4 shall be void. (b) The Board may not consent to a Transfer of Units of a Member unless: (i) the person to whom the Units are Transferred (or each of the person's beneficial owners if such a person is a "private investment company" as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act) is a person whom the Board believes is a "Eligible Investor" as described in the Fund's Form N-2; and (ii) all the Units of the Member are Transferred to a single transferee or, after the Transfer of less than all the Member's Units, the balance of the Capital Account of each of the transferee and transferor is not less than $50,000250,000. Any transferee that acquires Units by operation of law as the result of the death, divorce, bankruptcy, insolvency, dissolution, or incompetency of a Member or otherwise, shall be entitled to the allocations and distributions allocable to the Units so acquired and to Transfer such Units in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. If a Member transfers Units with the approval of the Board, the Board shall promptly take all necessary actions so that the transferee to whom such Units are transferred is admitted to the Fund as a Member. Each Member effecting a Transfer and its transferee agree to pay all expenses, including attorneys' and accountants' fees, incurred by the Fund in connection with such Transfer. (c) Each Member shall indemnify and hold harmless the Fund, the Managers, each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, and expenses or any judgments, fines, and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from (i) any Transfer made by such Member in violation of this Section 4.4 and (ii) any misrepresentation by such Member in connection with any such Transfer.

TRANSFER OF UNITS OF MEMBERS. (a) Units of a Member may be Transferred only (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, dissolution, or incompetency of such Member Member, or (ii) with the written consent of the Board (which may be withheld in its sole and absolute discretion); provided, however, that the Board may not consent to any Transfer other than a Transfer (iA) in which the tax basis of the Units in the hands of the transferee Transferee is determined, in whole or in part, by reference to its tax basis in the hands of the transferor Transferor (e.g., certain Transfers to affiliates, gifts, and contributions to family partnerships), (iiB) to members of the Member's ’s immediate family (brothers, sisters, spouse, parents, and children), (iiiC) as a distribution from a qualified retirement plan or an individual retirement accountplan, or (ivD) a Transfer to which the Board may consent pursuant to the following sentence. The Board may consent to other pledges, transfersTransfers, or assignments under such other circumstances and conditions as it, in its sole and absolute discretion, deems appropriate; provided, however, that prior to any such pledge, transferTransfer, or assignment, the Board shall consult with counsel to the Fund to ensure that such pledge, transferTransfer, or assignment will not cause the Fund to be treated as a "“publicly traded partnership" ” taxable as a corporation. In no event, however, will any transferee Transferee or assignee be admitted as a Member without the consent of the Board Board, which may be withheld in its sole and absolute discretion. Any pledge, transferTransfer, or assignment not made in accordance with this Section 4.4 4.3 shall be void. (b) The Board may not consent to a Transfer of Units of a Member unless: (i) the person Person to whom the Units are Transferred (or each of the person's Person’s beneficial owners if such a person Person is a "“private investment company" ” as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act) is a person Person whom the Board believes is a "“Eligible Investor" ” as described in the Fund's ’s Form N-2; and (ii) all the Units of the Member are Transferred to a single transferee Transferee or, after the Transfer of less than all the Member's ’s Units, the balance of the Capital Account of each of the transferee Transferee and transferor Transferor is not less than $50,000the amount as may be fixed from time to time by the Board as the Fund’s minimum investment, if any. Any transferee Transferee that acquires Units by operation of law as the result of the death, divorce, bankruptcy, insolvency, dissolution, or incompetency of a Member Mem ber or otherwise, shall be entitled to the allocations and distributions allocable to the Units so acquired and to Transfer such Units in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee Transferee becomes a substituted Member. If a Member transfers Transfers Units with the approval of the Board, the Board shall promptly take all necessary actions so that the transferee Transferee to whom such Units are transferred Transferred is admitted to the Fund as a Member. Each Member effecting a Transfer and its transferee Transferee agree to pay all expenses, including attorneys' ’ and accountants' ’ fees, incurred by the Fund in connection with such Transfer. (c) Each Member shall indemnify and hold harmless the Fund, the Managers, each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, and expenses or any judgments, fines, and amounts paid in settlement), joint or several, to which such persons Persons may become subject by reason of or arising from (i) any Transfer made by such Member in violation of this Section 4.4 4.3 and (ii) any misrepresentation by such Member in connection with any such Transfer.