Common use of Transfers and Transferability Clause in Contracts

Transfers and Transferability. You understand and acknowledge that the Interests have not been registered under the Securities Act or any state securities laws and are being offered and sold in reliance upon exemptions provided in the Securities Act and state securities laws for transactions not involving any public offering and, therefore, cannot be resold or transferred unless they are subsequently registered under the Securities Act and such applicable state securities laws or unless an exemption from such registration is available. You also understand that the Company does not have any obligation or intention to register the Interests for sale under the Securities Act, any state securities laws or of supplying the information which may be necessary to enable you to sell Interests; and that you have no right to require the registration of the Interests under the Securities Act, any state securities laws or other applicable securities regulations. You also understand that sales or transfers of Interests are further restricted by the provisions of the Company Agreement. You represent and warrant further that you have no contract, understanding, agreement or arrangement with any person to sell or transfer or pledge to such person or anyone else any of the Interests for which you hereby subscribe (in whole or in part); and you represent and warrant that you have no present plans to enter into any such contract, undertaking, agreement or arrangement. You understand that, subject to Section 12.1(a) of the Company Agreement, the Interests cannot be sold or transferred without Board Approval and Requisite Investor Approval, which approval may be withheld in their sole and absolute discretion and which approval will be withheld if any such transfer could cause the Company to become subject to regulation under federal law as an investment company or would subject the Company to adverse tax consequences or adverse consequences under ERISA. You understand that there is no public market for the Interests; any disposition of the Interests may result in unfavorable tax consequences to you. You are aware and acknowledge that, because of the substantial restrictions on the transferability of the Interests, it may not be possible for you to liquidate your investment in the Company readily, even in the case of an emergency.

Transfers and Transferability. You understand and acknowledge that the Interests Units have not been registered under the Securities Act or any state securities laws and are being offered and sold in reliance upon exemptions provided in the Securities Act and state securities laws for transactions not involving any public offering and, therefore, cannot be resold or transferred unless they are subsequently registered under the Securities Act and such applicable state securities laws or unless an exemption from such registration is available. You also understand that the Company Fund does not have any obligation or intention to register the Interests Units for sale under the Securities Act, any state securities laws laws, or of supplying the information which may be necessary to enable you to sell InterestsUnits; and that you have no right to require the registration of the Interests Units under the Securities Act, any state securities laws laws, or other applicable securities regulations. You also understand that sales or transfers of Interests Units are further restricted by the provisions of the Company Operating Agreement. You represent and warrant further that you have no contract, understanding, agreement agreement, or arrangement with any person to sell or transfer or pledge to such person or anyone else any of the Interests Units for which you hereby subscribe (in whole or in part); and you represent and warrant that you have no present plans to enter into any such contract, undertaking, agreement agreement, or arrangement. You understand that, subject to Section 12.1(a) of that the Company Agreement, the Interests Units cannot be sold or transferred without Board Approval and Requisite Investor Approvalthe prior written consent of the Manager, which approval consent may be withheld in their its sole and absolute discretion and which approval consent will be withheld if any such transfer could cause the Company Fund to become subject to regulation under federal law as an investment company or would subject the Company Fund to adverse tax consequences or adverse consequences under ERISAconsequences. You understand that there is no public market for the Interests; Units and that any disposition of the Interests Units may result in unfavorable tax consequences to you. You are aware and acknowledge that, because of the substantial restrictions on the transferability of the InterestsUnits, it may not be possible for you to liquidate your investment in the Company Fund readily, even in the case of an emergency.

Transfers and Transferability. You understand and acknowledge that the Interests have not been registered under the Securities Act or any state securities laws and are being offered and sold in reliance upon exemptions provided in the Securities Act and state securities laws for transactions not involving any public offering and, therefore, cannot be resold or transferred unless they are subsequently registered under the Securities Act and such applicable state securities laws or unless an exemption from such registration is available. You also understand that the Company does not have any obligation or intention to register the Interests for sale under the Securities Act, any state securities laws or of supplying the information which may be necessary to enable you to sell Interests; and that you have no right to require the registration of the Interests under the Securities Act, any state securities laws or other applicable securities regulations. You also understand that sales or transfers of Interests are further restricted by the provisions of the Company Agreement. You represent and warrant further that you have no contract, understanding, agreement or arrangement with any person to sell or transfer or pledge to such person or anyone else any of the Interests for which you hereby subscribe (in whole or in part); and you represent and warrant that you have no present plans to enter into any such contract, undertaking, agreement or arrangement. You understand that, subject to Section 12.1(a) of the Company Agreement, the Interests cannot be sold or transferred without Board Approval and Requisite Investor Member Approval, which approval may be withheld in their sole and absolute discretion and which approval will be withheld if any such transfer could cause the Company to become subject to regulation under federal law as an investment company or would subject the Company to adverse tax consequences or adverse consequences under ERISA. You understand that there is no public market for the Interests; any disposition of the Interests may result in unfavorable tax consequences to you. You are aware and acknowledge that, because of the substantial restrictions on the transferability of the Interests, it may not be possible for you to liquidate your investment in the Company readily, even in the case of an emergency.