Common use of Transfers by Members Clause in Contracts

Transfers by Members. (a) Other than with respect to the sale and transfer of the interest of a Defaulting Member in accordance with Section 3.02, the interest of a Member may not be transferred or assigned without Prior Approval and may not be pledged or otherwise hypothecated without Prior Approval. In addition, other than in accordance with the preceding sentence, the interest of a Member may not be assigned without first offering the other Member a right of first refusal to purchase the interest as set forth in Section 7.01(f). Notwithstanding the foregoing, without Approval or the offering of such right of first refusal, any Member may assign its entire interest to an Affiliate of such Member, if the assignor remains liable for its Capital Commitment. No assignment by a Member shall be binding upon the Company until the Company receives an executed copy of such assignment, which shall be in form and substance satisfactory to the other Member, and any assignment pursuant to this Section 7.01(a) shall be subject to satisfaction of the conditions set forth in Section 7.01(e). (b) Any Person which acquires a Company interest by assignment in accordance with the provisions of this Agreement shall be admitted as a substitute Member only upon approval of the non-transferring Member. The admission of an assignee as a substitute Member shall be conditioned upon the assignee’s written assumption, in form and substance satisfactory to the other Member, of all obligations of the assignor in respect of the assigned interest and execution of an instrument satisfactory to the other Member whereby such assignee becomes a party to this Agreement. (c) In the event any Member shall be adjudicated as bankrupt, or in the event of the winding up or liquidation of a Member, the legal representative of such Member shall, upon written notice to the other Member of the happening of any of such events and satisfaction of the conditions set forth in Section 7.01(e), become an assignee of such Member’s interest, subject to all of the terms of this Agreement as then in effect. (d) Any assignee of the interest of a Member, irrespective of whether such assignee has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of such assignment to have agreed to be subject to the terms and provisions of this Agreement in the same manner as its assignor. (e) As additional conditions to the validity of any assignment of a Member’s interest, such assignment shall not: (i) cause the securities issued by the Company to be required to be registered under the registration provisions of the U.S. Securities Act of 1933, as amended, or the securities laws of any applicable jurisdiction, (ii) cause the Company to cease to be entitled to the exemption from the definition of an “investment company” pursuant to Section 3(c)(7) of the 1940 Act, and the rules and regulations of the SEC thereunder, (iii) result in the termination of the Company under the Code or in the Company being classified as a “publicly traded partnership” under the Code, (iv) unless the other Member waives in writing the application of this clause (iv) with respect to such assignment (which the other Member may refuse to do in its absolute discretion), be to a Person which is an ERISA Plan, or (v) cause the Company or the other Member to be in violation of, or effect an assignment to a Person that is in violation of, applicable Investor Laws. The non-assigning Member may require reasonable evidence as to the foregoing, including, without limitation, an opinion of counsel reasonably acceptable to the non-assigning member. Any purported assignment as to which the conditions set forth in the foregoing clauses (i) through (v) are not satisfied shall be void ab initio. An assigning Member shall be responsible for all costs and expenses incurred by the Company, including, without limitation, reasonable legal fees and expenses, in connection with any assignment or proposed assignment. (f) Except for assignments under the third sentence of Section 7.01(a) or with respect to sales or transfers pursuant to Section 3.02, each Member hereby unconditionally and irrevocably grants to the other Member or its designee a right of first refusal to purchase all, but not less than all, of any interest in the Company that such assigning Member may propose to assign to another Person, at the same price and on the same terms and conditions as those offered to the prospective assignee. (i) Each Member proposing to make an assignment that is subject to this Section 7.01(f) must deliver a notice (a “Notice of Intent”) to the other Member not later than thirty (30) days prior to the proposed closing date of such assignment. The Notice of Intent shall contain the material terms and conditions (including, without limitation, price and form of consideration) of the proposed assignment and the identity of the prospective assignee. (ii) To exercise its right of first refusal under this Section 7.01(f), the Member receiving the Notice of Intent must deliver a notice to the selling Member within forty-five (45) days of receipt of such Notice of Intent (the “Acceptance Period”), stating that it elects to exercise its right of first refusal and, if applicable, providing the identity of any Person that the non-assigning Member designates as the purchaser. (iii) Following expiration of the Acceptance Period, the selling Member shall be free to assign interest in the Company to a third party in a Transfer (which third party shall be the party identified in the Notice of Intent, if known by the selling Member) that otherwise meets the requirements of this Section 7.01 on terms and conditions it deems acceptable (but at a price not less than the price and on terms not more favorable to the third-party purchaser than the price and terms stated in the Notice of Intent); provided that the sale takes place within sixty (60) days after the expiration of the Acceptance Period (the “Sale Period”). To the extent the selling Member assigns its interest in the Company during the Sale Period, the selling Member shall promptly notify the Company, and the Company shall promptly notify the other Member, as to the terms of the assignment and the name of each of the owners to whom the interest was assigned. If no assignment occurs during the Sale Period, then any attempted assignment of the interest shall again be subject to the right of first offer set forth in this Section 7.01(f) and the procedures of this Section 7.01(f) shall be repeated de novo. (g) Notwithstanding anything in this Agreement to the contrary, each Member acknowledges and agrees that in the event such Member is entitled to transfer its interest from the Company, prior to the effectiveness of such transfer, such Member shall be obligated to fund such Capital Contributions as may be required under the terms of the Facility as a result of such transfer; provided, that in no event shall any amounts funded by such Member exceed its uncalled Capital Commitment.

Transfers by Members. (a) Other Within a period of five (5) years after the Initial Closing Date, other than with respect to the sale and transfer of the interest Membership Interest of a Defaulting Member or a Pledge Defaulting Member, as applicable, in accordance with Section 3.024.3, the interest Membership Interest of a Member may not be transferred or assigned without Prior Approval the prior written consent of the other Member and may not be pledged or otherwise hypothecated without Prior Approvalthe prior written consent of the other Member; provided, however, that CGMSF may pledge and/or assign its Membership Interest to the senior credit facility provider(s) for CGMSF with notice to the other Member within a reasonable time thereafter. In addition, other than in accordance with After the preceding sentenceexpiration of such five (5) year period, the interest Membership Interest of a Member may not be assigned without first offering the other Member a right of first refusal to purchase the interest Membership Interest as set forth in Section 7.01(f8.1(f). Notwithstanding the foregoing, without Approval the prior written consent of the other Member or the offering of such right of first refusal, any Member may assign its entire interest Membership Interest to an a wholly owned Affiliate of such Member, if the assignor remains liable for its Capital Commitment. No assignment by a Member shall be binding upon the Company until the Company receives an executed copy of such assignment, which shall be in form and substance satisfactory to the other Member, and any assignment pursuant to this Section 7.01(a8.1(a) shall be subject to satisfaction of the conditions set forth in Section 7.01(e8.1(e). (b) Any Person which acquires a Company interest Membership Interest by assignment in accordance with the provisions of this Agreement shall be admitted as a substitute Member only upon approval of the non-transferring other Member. The admission of an assignee as a substitute Member shall be conditioned upon the assignee’s written assumption, in form and substance satisfactory to the other Member, of all obligations of the assignor in respect of the assigned interest Membership Interest and execution of an instrument satisfactory to the other Member whereby such assignee becomes a party to this Agreement. (c) In the event any Member shall be adjudicated as bankrupt, or in the event of the winding up or liquidation of a Member, the legal representative of such Member shall, upon written notice to the other Member of the happening of any of such events and satisfaction of the conditions set forth in Section 7.01(e8.1(e), become an assignee of such Member’s interestMembership Interest, subject to all of the terms of this Agreement as then in effect. (d) Any assignee of the interest Membership Interest of a Member, irrespective of whether such assignee has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of such assignment to have agreed to be subject to the terms and provisions of this Agreement in the same manner as its assignor. (e) As additional conditions to the validity of any assignment of a Member’s interestMembership Interest, such assignment shall not: (i) cause the securities issued by the Company to be required to be registered under the registration provisions of the U.S. Securities Act of 1933, as amended, or the securities laws of any applicable jurisdiction,; (ii) cause the Company to cease to be entitled to the exemption from the definition of an “investment company” pursuant to Section 3(c)(7) of the 1940 Investment Company Act, and the rules and regulations of the SEC thereunder,; (iii) result in the termination of the Company under the Code or in the Company being classified as a “publicly traded partnership” under the Code,; (iv) unless the other Member waives in writing the application of this clause (iv) with respect to such assignment (which the other Member may refuse to do in its absolute discretion), be to a Person which is an ERISA Plan, ; (v) adversely impact CGMSF’s treatment of its investment in the Company for purposes of the Investment Company Act or for financial reporting purposes; or (vvi) cause the Company or the other Member to be in violation of, or effect an assignment to a Person that is in violation of, applicable Investor Laws. The non-assigning Member may require reasonable evidence as to the foregoing, including, without limitation, an opinion of counsel reasonably acceptable to the non-assigning member. Any purported assignment as to which the conditions set forth in the foregoing clauses (i) through (vvi) are not satisfied shall be void ab initio. An assigning Member shall be responsible for all costs and expenses incurred by the Company, including, without limitation, reasonable legal fees and expenses, in connection with any assignment or proposed assignment. (f) Except for assignments under the third sentence or the proviso of the first sentence of Section 7.01(a8.1(a) or with respect to sales or transfers pursuant to Section 3.024.3, each Member hereby unconditionally and irrevocably grants to the other Member or its designee a right of first refusal to purchase all, but not less than all, of any interest Membership Interest in the Company that such assigning Member may propose to assign to another Person, at the same price and on the same terms and conditions as those offered to the prospective assignee. (i) . Each Member proposing to make an assignment that is subject to this Section 7.01(f8.1(f) must deliver a notice (a “Notice of Intent”) to the other Member not later than thirty sixty (3060) days prior to the proposed closing date of such assignment. The Notice of Intent Such notice shall contain the material terms and conditions (including, without limitation, price and form of consideration) of the proposed assignment and the identity of the prospective assignee. (ii) . To exercise its right of first refusal under this Section 7.01(f8.1(f), the other Member receiving the Notice of Intent must deliver a notice to the selling Member within forty-five (45) days of receipt of such Notice of Intent (the “Acceptance Period”)notice, stating that it elects to exercise its right of first refusal and, if applicable, providing the identity of any Person that the non-assigning Member designates as the purchaser. (iii) Following expiration of the Acceptance Period, the selling Member shall be free to assign interest in the Company to a third party in a Transfer (which third party shall be the party identified in the Notice of Intent, if known by the selling Member) that otherwise meets the requirements of this Section 7.01 on terms and conditions it deems acceptable (but at a price not less than the price and on terms not more favorable to the third-party purchaser than the price and terms stated in the Notice of Intent); provided that the sale takes place within sixty (60) days after the expiration of the Acceptance Period (the “Sale Period”). To the extent the selling Member assigns its interest in the Company during the Sale Period, the selling Member shall promptly notify the Company, and the Company shall promptly notify the other Member, as to the terms of the assignment and the name of each of the owners to whom the interest was assigned. If no assignment occurs during the Sale Period, then any attempted assignment of the interest shall again be subject to the right of first offer set forth in this Section 7.01(f) and the procedures of this Section 7.01(f) shall be repeated de novo. (g) Notwithstanding anything in this Agreement to the contrary, each Member acknowledges and agrees that in the event such Member is entitled to transfer its interest Membership Interest from the Company, prior to the effectiveness of such transfer, such Member shall be obligated to fund such Capital Contributions as may be required under the terms of the Facility as a result of such transfer; provided, that in no event shall any amounts funded by such Member exceed its uncalled Capital Commitment.

Transfers by Members. (a) Other than with respect to the sale and transfer of the interest of a Defaulting Member in accordance with Section 3.02, the The interest of a Member may not be transferred or assigned without Prior Member Approval and may not be pledged or otherwise hypothecated without Prior Member Approval. In addition, other than in accordance with the preceding sentence, the interest of a Member may not be assigned without first offering the other Member a right of first refusal to purchase the interest as set forth in Section 7.01(f7.1(f). Notwithstanding the foregoing, without Member Approval or the offering of such right of first refusal, any Member may assign its entire interest to an Affiliate of such Member, if the assignor remains liable for its Capital Commitment. No assignment by a Member shall be binding upon the Company until the Company receives an executed copy of such assignment, which shall be in form and substance satisfactory to the other Member, and any assignment pursuant to this Section 7.01(a7.1(a) shall be subject to satisfaction of the conditions set forth in Section 7.01(e7.1(e). (b) Any Person which acquires a Company interest by assignment in accordance with the provisions of this Agreement shall be admitted as a substitute Member only upon approval of the non-transferring Member. The admission of an assignee as a substitute Member shall be conditioned upon the assignee’s written assumption, in form and substance satisfactory to the other Member, of all obligations of the assignor in respect of the assigned interest and execution of an instrument satisfactory to the other Member whereby such assignee becomes a party to this Agreement. (c) In the event any Member shall die or shall be declared incompetent or insane or shall be adjudicated as bankrupt, or in the event of the winding up or liquidation of a Member, the legal representative of such Member shall, upon written notice to the other Member of the happening of any of such events and satisfaction of the conditions set forth in Section 7.01(e7.1(e), become an assignee of such Member’s interest, subject to all of the terms of this Agreement as then in effect. (d) Any assignee of the interest of a Member, irrespective of whether such assignee has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of such assignment to have agreed to be subject to the terms and provisions of this Agreement in the same manner as its assignor. (e) As additional conditions to the validity of any assignment of a Member’s interest, such assignment shall not: (i) cause the securities issued by the Company to be required to be registered under violate the registration provisions of the U.S. Securities Act of 1933, as amended, or the securities laws of any applicable jurisdiction, (ii) cause the Company to cease to be entitled to the exemption from the definition of an “investment company” pursuant to Section 3(c)(7) of the 1940 ActInvestment Company Act of 1940, as amended, and the rules and regulations of the SEC Securities and Exchange Commission thereunder, (iii) result in the termination of the Company under the Code or in the Company being classified as a “publicly traded partnership” under the Code, (iv) unless the other Member waives in writing the application of this clause (iv) with respect to such assignment (which the other Member may refuse to do in its absolute discretion), be to a Person which is an ERISA Plan, or (v) cause the Company or the other Member to be in violation of, or effect an assignment to a Person that is in violation of, applicable Investor Laws. The non-assigning Member may require reasonable evidence as to the foregoing, including, without limitation, an opinion of counsel reasonably acceptable to the non-assigning member. Any purported assignment as to which the conditions set forth in the foregoing clauses (i) through (v) are not satisfied shall be void ab initio. An assigning Member shall be responsible for all costs and expenses incurred by the Company, including, without limitation, including reasonable legal fees and expenses, in connection with any assignment or proposed assignment. (f) Except for assignments by gift or bequest or assignments under the third sentence of Section 7.01(a) or with respect to sales or transfers pursuant to Section 3.027.1(a), each Member hereby unconditionally and irrevocably grants to the other Member or its designee a right of first refusal to purchase all, but not less than all, of any interest in the Company that such assigning Member may propose to assign to another Person, at the same price and on the same terms and conditions as those offered to the prospective assignee. (i) . Each Member proposing to make an assignment that is subject to this Section 7.01(f7.1(f) must deliver a notice (a “Notice of Intent”) to the other Member not later than thirty (30) days prior to the proposed closing date of such assignment. The Notice of Intent Such notice shall contain the material terms and conditions (including, without limitation, including price and form of consideration) of the proposed assignment and the identity of the prospective assignee. (ii) . To exercise its right of first refusal under this Section 7.01(f7.1(f), the other Member receiving the Notice of Intent must deliver a notice to the selling Member within forty-five fifteen (4515) days of receipt of such Notice of Intent (the “Acceptance Period”)notice, stating that it elects to exercise its right of first refusal and, if applicable, providing the identity of any Person that the non-assigning Member designates as the purchaser. (iii) Following expiration of the Acceptance Period, the selling Member shall be free to assign interest in the Company to a third party in a Transfer (which third party shall be the party identified in the Notice of Intent, if known by the selling Member) that otherwise meets the requirements of this Section 7.01 on terms and conditions it deems acceptable (but at a price not less than the price and on terms not more favorable to the third-party purchaser than the price and terms stated in the Notice of Intent); provided that the sale takes place within sixty (60) days after the expiration of the Acceptance Period (the “Sale Period”). To the extent the selling Member assigns its interest in the Company during the Sale Period, the selling Member shall promptly notify the Company, and the Company shall promptly notify the other Member, as to the terms of the assignment and the name of each of the owners to whom the interest was assigned. If no assignment occurs during the Sale Period, then any attempted assignment of the interest shall again be subject to the right of first offer set forth in this Section 7.01(f) and the procedures of this Section 7.01(f) shall be repeated de novo. (g) Notwithstanding anything in this Agreement to the contrary, each Member acknowledges and agrees that in the event such Member is entitled to transfer its interest from the Company, prior to the effectiveness of such transfer, such Member shall be obligated to fund such Capital Contributions as may be required under the terms of the Facility as a result of such transfer; provided, that in no event shall any amounts funded by such Member exceed its uncalled Capital Commitment.

Transfers by Members. (a) Other than with respect to Without the sale and transfer prior written consent of the interest of a Defaulting Member in accordance with Section 3.02Board, the interest of a no Member may not be transferred Transfer any Units (or assigned without Prior Approval and may not be pledged or otherwise hypothecated without Prior Approval. In additionany Economic Interest therein), other than except as provided in accordance with the preceding sentence, the interest of a Member may not be assigned without first offering the other Member a right of first refusal to purchase the interest as set forth in Section 7.01(f). Notwithstanding the foregoing, without Approval or the offering of such right of first refusal, any Member may assign its entire interest to an Affiliate of such Member, if the assignor remains liable for its Capital Commitment. No assignment by a Member shall be binding upon the Company until the Company receives an executed copy of such assignment, which shall be in form and substance satisfactory to the other Member, and any assignment pursuant to this Section 7.01(a) shall be subject to satisfaction of the conditions set forth in Section 7.01(e)9.2. (b) Any The Original Holders, their Permitted Transferees and their respective Owners (if applicable) may Transfer any Class B Units held by each them so long as such Transfer is (i) made to an Affiliate or a Person which acquires in the Family Group of such Member, Permitted Transferee or PubCo, as applicable, in compliance with Section 9.2(e) and Section 9.2(f), or (ii) made pursuant to the Exchange Agreement (each Transferee of a Company interest by assignment in accordance with the provisions of this Agreement shall be admitted Transfer pursuant to clause (i) and clause (ii) being referred to herein as a substitute Member only upon approval of the non-transferring Member. The admission of an assignee as a substitute Member shall be conditioned upon the assignee’s written assumption, in form and substance satisfactory to the other Member, of all obligations of the assignor in respect of the assigned interest and execution of an instrument satisfactory to the other Member whereby such assignee becomes a party to this Agreement“Permitted Transferee”). (c) In PubCo is the event any Member shall be adjudicated as bankrupt, or in the event only permitted holder of the winding up or liquidation of a Member, the legal representative of such Member shall, upon written notice to the other Member of the happening of any of such events and satisfaction of the conditions set forth in Section 7.01(e), become an assignee of such Member’s interest, subject to all of the terms of this Agreement as then in effectClass A Units. (d) Any assignee Member who Transfers any Units in accordance with this Section 9.2 shall cease to be a Member with respect to such Transferred Units and shall no longer have any rights or privileges of a Member with respect to such Transferred Units. (e) Except with respect to Transfers of Units pursuant to the Exchange Agreement, any Person who acquires any Units in accordance with this Section 9.2 that is not an existing Member shall agree in writing to assume the responsibility of the interest of transferring Member. In the event that such Person fails to do so entirely or fails to do so in a Membertimely manner, irrespective of whether such assignee has accepted and adopted in writing the terms and provisions of this Agreement, Person shall be deemed by the its acceptance of the benefits of the acquisition of such assignment Units to have agreed to be subject to to, and bound by, all of the terms and provisions conditions of this Agreement to which the predecessor in the same manner as its assignorsuch Units was subject, and by which such predecessor was bound, and for all purposes shall be deemed to be a Member. (ef) As additional conditions Except with respect to Transfers of Units pursuant to the validity Exchange Agreement, no Transfer of Units shall be given effect unless the transferee delivers to the Company the representations set forth in Schedule B. (g) Notwithstanding any assignment provision of a Member’s interestthis Agreement to the contrary, such assignment shall not:no Transfer of Units may be made except in compliance with all federal, state and other applicable laws, including federal and state securities laws. (h) Notwithstanding any provision of this Agreement to the contrary, (i) cause no Transfer of Units may be made to a lender to the securities issued by Company or any Person who is related (within the meaning of Treasury Regulations Section 1.752-4(b)) to any lender to the Company whose loan otherwise constitutes a Nonrecourse Liability unless (A) the Board is provided prior written notice thereof and (B) the lender enters into an arrangement with the Company to exchange or redeem for Class A Common Stock any Units in which a security interest is held simultaneously with the time at which such lender would be required deemed to be registered a member in the Company for purposes of allocating liabilities to such lender under the registration provisions Section 752 of the U.S. Securities Act of 1933Code, as amended, or the securities laws of any applicable jurisdiction, and (ii) cause no Member may Transfer any of such Units (including any Economic Interest therein) if the Board reasonably and in good faith promptly determines that such Transfer or attempted Transfer (A) would create a material risk that the Transfer would be considered to be effected on or through an “established securities market” or a “secondary market or the substantial equivalent thereof,” as such terms are used in Treasury Regulations Section 1.7704-1, (B) would create a material risk that the Company to cease to be entitled to would have more than one hundred (100) partners, within the exemption from meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii) (determined taking into account the definition rules of an “investment company” pursuant to Treasury Regulations Section 3(c)(7) of the 1940 Act1.7704-1(h)(3)), and the rules and regulations of the SEC thereunder, (iiiC) result in the termination of would have a material risk that the Company under the Code or in the Company being classified would be treated as a “publicly traded partnership” under within the Code, (iv) unless the other Member waives in writing the application of this clause (iv) with respect to such assignment (which the other Member may refuse to do in its absolute discretion), be to a Person which is an ERISA Plan, or (v) cause the Company or the other Member to be in violation of, or effect an assignment to a Person that is in violation of, applicable Investor Laws. The non-assigning Member may require reasonable evidence as to the foregoing, including, without limitation, an opinion of counsel reasonably acceptable to the non-assigning member. Any purported assignment as to which the conditions set forth in the foregoing clauses (i) through (v) are not satisfied shall be void ab initio. An assigning Member shall be responsible for all costs and expenses incurred by the Company, including, without limitation, reasonable legal fees and expenses, in connection with any assignment or proposed assignment. (f) Except for assignments under the third sentence meaning of Section 7.01(a7704(b) or with respect to sales or transfers pursuant to Section 3.02, each Member hereby unconditionally of the Code and irrevocably grants to the other Member or its designee a right of first refusal to purchase all, but not less than all, of any interest in the Company that such assigning Member may propose to assign to another Person, at the same price and on the same terms and conditions as those offered to the prospective assigneeTreasury Regulations promulgated thereunder. (i) Each Member proposing to make an assignment that is subject to this Section 7.01(f) must deliver a notice (a “Notice Notwithstanding any provision of Intent”) to the other Member not later than thirty (30) days prior to the proposed closing date of such assignment. The Notice of Intent shall contain the material terms and conditions (including, without limitation, price and form of consideration) of the proposed assignment and the identity of the prospective assignee. (ii) To exercise its right of first refusal under this Section 7.01(f), the Member receiving the Notice of Intent must deliver a notice to the selling Member within forty-five (45) days of receipt of such Notice of Intent (the “Acceptance Period”), stating that it elects to exercise its right of first refusal and, if applicable, providing the identity of any Person that the non-assigning Member designates as the purchaser. (iii) Following expiration of the Acceptance Period, the selling Member shall be free to assign interest in the Company to a third party in a Transfer (which third party shall be the party identified in the Notice of Intent, if known by the selling Member) that otherwise meets the requirements of this Section 7.01 on terms and conditions it deems acceptable (but at a price not less than the price and on terms not more favorable to the third-party purchaser than the price and terms stated in the Notice of Intent); provided that the sale takes place within sixty (60) days after the expiration of the Acceptance Period (the “Sale Period”). To the extent the selling Member assigns its interest in the Company during the Sale Period, the selling Member shall promptly notify the Company, and the Company shall promptly notify the other Member, as to the terms of the assignment and the name of each of the owners to whom the interest was assigned. If no assignment occurs during the Sale Period, then any attempted assignment of the interest shall again be subject to the right of first offer set forth in this Section 7.01(f) and the procedures of this Section 7.01(f) shall be repeated de novo. (g) Notwithstanding anything in this Agreement to the contrary, each no Member acknowledges and agrees that in may Transfer any Units unless (x) contemporaneously with the event such Member is entitled to transfer its interest from Transfer, the Company, prior Transferor shall deliver to the effectiveness Company a validly executed IRS Form W-9 (unless such form had previously been provided to the Company and remains in effect), or (y) contemporaneously with the Transfer, the Transferee shall properly withhold and remit to the Internal Revenue Service the amount of tax required to be withheld upon the Transfer by Section 1446(f) of the Code (and provide evidence to the Company of such transfer, such withholding and remittance promptly thereafter); provided that the Company shall timely provide whatever information is reasonably requested by the Transferor or Transferee to calculate the tax to be withheld. (j) Any attempted Transfer of Units by any Member not in accordance with this Section 9.2 shall be obligated to fund such Capital Contributions as may be required under the terms of the Facility as a result of such transfer; providedineffective, that in no event shall any amounts funded by such Member exceed its uncalled Capital Commitmentnull and void ab initio.

Transfers by Members. (a) Other than with respect No Member shall transfer, assign, pledge or otherwise hypothecate its interest without Board Approval (which approval shall not be unreasonably withheld). In addition, if a Member is excepted from the definition of an “investment company” (as that term is defined in the Investment Company Act) pursuant to Section 3(c)(1) or Section 3(c)(7) thereof, such Member shall 26 not permit any investor in such Member to transfer, assign, pledge or otherwise hypothecate such investor’s interest in such Member without Board Approval (which approval shall not be unreasonably withheld). Notwithstanding anything in this Section 7.1(a) to the sale and transfer contrary, to the extent not prohibited by the terms of the any Facility, each Member may pledge, assign or hypothecate its interest of a Defaulting to senior credit facility provider for such Member in accordance compliance with Section 3.02, the interest of a Member may not be transferred or assigned without Prior Approval and may not be pledged or otherwise hypothecated without Prior Approvalall applicable securities laws with prior written notice to each other Member. In addition, other than in accordance with the preceding sentence, the interest of a Member may not be assigned without first offering the other Member a right of first refusal to purchase the interest as set forth in Section 7.01(f7.1(f). Notwithstanding the foregoingforegoing or any other provision contained herein to the contrary, without Board Approval or the offering of such right of first refusal, any SkyKnight or NMFC in its capacity as an initial Member may assign its entire interest to an Affiliate of such Member (which may be reassigned in whole but not in part to one or more additional Affiliates of such Member) with prior written notice to each other Member, if SkyKnight or NMFC (as applicable) in its capacity as the assignor remains liable for its Capital Commitment. No assignment by a Member shall be binding upon the Company until the Company receives an executed copy of such assignment, which shall be in form and substance reasonably satisfactory to the other Member, and any assignment pursuant to this Section 7.01(a7.1(a) shall be subject to satisfaction of the conditions set forth in Section 7.01(e7.1(e). (b) Any Person which acquires a Company interest by assignment in accordance with the provisions of this Agreement shall be admitted as a substitute Member only upon approval of the non-transferring Member. The admission of an assignee as a substitute Member shall be conditioned upon the assignee’s written assumption, in form and substance satisfactory to the other Member, of all obligations of the assignor in respect of the assigned interest and execution of an instrument reasonably satisfactory to the other Member whereby such assignee becomes a party to this Agreement. (c) In the event any Member shall be adjudicated as bankrupt, or in the event of the winding winding-up or liquidation of a Member, the legal representative of such Member shall, upon written notice to the other Member of the happening of any of such events and satisfaction of the conditions set forth in Section 7.01(e7.1(e), become an assignee of such Member’s interest, subject to all of the terms of this Agreement as then in effect. (d) Any assignee of the interest of a Member, irrespective of whether such assignee has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of such assignment to have agreed to be subject to the terms and provisions of this Agreement in the same manner as its assignor. (e) As additional conditions to the validity of any assignment of a Member’s interest, such assignment shall not: : (i) cause the securities issued by the Company to be required to be registered under the registration provisions of the U.S. Securities Act of 1933, as amended, or the securities laws of any applicable other jurisdiction, ; (ii) cause the Company to cease to be entitled to the exemption from the definition of an “investment company” pursuant to Section 3(c)(7) of the 1940 Act, Investment Company Act and the rules and regulations of the SEC thereunder, ; 27 (iii) result in the termination of the Company under the Code or in the Company being classified as a “publicly traded partnership” under the Code, (iv) unless the other Member waives in writing the application of this clause (iviii) with respect to such assignment (which the other Member may refuse to do in its absolute discretion), be to a Person which is an ERISA Plan, or ; (viv) cause the Company or the other Member to be in violation of, or effect an assignment to a Person that is in violation of, applicable Investor Laws; or (v) cause the Company to be treated as a publicly traded partnership taxable as a corporation for federal tax purposes. The non-assigning Member may require reasonable evidence as to the foregoing, including, without limitation, an opinion of counsel reasonably acceptable to the non-assigning memberMember. Any purported assignment as to which the conditions set forth in the foregoing clauses (i) through (viv) are not satisfied shall be void ab initio. An assigning Member shall be responsible for all costs and expenses incurred by the Company, including, without limitation, reasonable legal fees and expenses, in connection with any assignment or proposed assignment. (f) Except for assignments under the third sentence of Section 7.01(a) or with respect to sales or transfers pursuant to Section 3.02, each Each Member hereby unconditionally and irrevocably grants to the other Member or its designee a right of first refusal to purchase all, but not less than all, of any interest in the Company that such assigning Member may propose to assign to another Person, at the same price and on the same terms and conditions as those offered to the prospective assignee. (i) . Each Member proposing to make an assignment that is subject to this Section 7.01(f7.1(f) must deliver a notice (a “Notice of Intent”) to the other Member not later than thirty (30) days prior to the proposed closing date of such assignment. The Notice of Intent Such notice shall contain the material terms and conditions (including, without limitation, price and form of consideration) of the proposed assignment and the identity of the prospective assignee. (ii) . To exercise its right of first refusal under this Section 7.01(f7.1(f), the other Member receiving the Notice of Intent must deliver a notice to the selling Member within forty-five fifteen (4515) days of receipt of such Notice of Intent (the “Acceptance Period”)notice, stating that it elects to exercise its right of first refusal and, if applicable, providing the identity of any Person Person(s) (including third parties unaffiliated with the exercising Member) that the non-assigning Member designates as the purchaser. (iii) Following expiration of the Acceptance Period, the selling Member shall be free to assign interest in the Company to a third party in a Transfer (which third party shall be the party identified in the Notice of Intent, if known by the selling Member) that otherwise meets the requirements of this Section 7.01 on terms and conditions it deems acceptable (but at a price not less than the price and on terms not more favorable to the third-party purchaser than the price and terms stated in the Notice of Intentpurchaser(s); provided that the sale takes place within sixty (60) days after the expiration of the Acceptance Period (the “Sale Period”). To the extent the selling Member assigns its interest in the Company during the Sale Period, the selling Member shall promptly notify the Company, and the Company shall promptly notify the other Member, as to the terms of the assignment and the name of each of the owners to whom the interest was assigned. If no assignment occurs during the Sale Period, then any attempted assignment of the interest shall again be subject to the right of first offer set forth in this Section 7.01(f) and the procedures of this Section 7.01(f) shall be repeated de novo. (g) Notwithstanding anything in this Agreement to the contrary, each Member acknowledges and agrees that in the event such Member is entitled to transfer its interest from in the Company, prior to the effectiveness of such transfer, such Member shall be obligated to fund take such actions as are required to satisfy any restrictions on such transfer under any Facility (e.g., funding such Capital Contributions as may be required under the terms of the a Facility as a result of such transfer; provided, provided that in no event shall any amounts funded by such Member exceed the remaining amount of its uncalled Capital Commitment).

Transfers by Members. (a) Other than with respect Subject to the sale and transfer requirements of the interest of a Defaulting Member in accordance with Section 3.02this Article 7, the interest of a Member may not be transferred or assigned without Transferred with Prior Approval and may not be pledged or otherwise hypothecated without Prior Board Approval. In addition, other than in accordance with the preceding sentence, the interest of a Member may not be assigned without first offering the other Member a right of first refusal to purchase the interest as set forth in Section 7.01(f). Notwithstanding the foregoing, without Approval or the offering of such right of first refusalPrior Board Approval, (i) any Member may assign Transfer its entire interest Entire Interest to an Affiliate of such MemberMember (such Transfer, a “Permitted Affiliate Transfer”) and (ii) any Member may make a transfer in accordance with Section 7.1(g) or Section 8.3(e), in each case if such Transfer is otherwise in accordance with the assignor remains liable for its Capital Commitment. requirements of this Article 7. (b) No assignment Transfer by a Member shall be binding upon the Company until the Company receives an executed copy of such assignment, which shall be in form and substance satisfactory to documentation as reasonably requested by the other Member, and any assignment pursuant Member to show such Transfer is in accordance with this Section 7.01(a) shall be subject to satisfaction of the conditions set forth in Section 7.01(e)Article 7. (bc) Any Person which acquires a an interest in the Company interest by assignment Transfer in accordance with the provisions of this Agreement shall be admitted as a substitute Member only upon approval Member, provided the requirements of the non-transferring Memberthis Agreement are satisfied. The admission of an assignee a transferee as a substitute Member shall be conditioned upon the assigneetransferee’s written assumption, in form and substance reasonably satisfactory to the other Member, of all obligations of the assignor transferor in respect of the assigned Transferred interest and execution of an instrument reasonably satisfactory to the other Member whereby such assignee transferee becomes a party to this Agreement. (cd) In the event any Member shall be adjudicated as bankrupt, or in the event of the winding up or liquidation of a Member, the legal representative of such Member shall, upon written notice to the other Member of the happening of any of such events and satisfaction of the conditions set forth in Section 7.01(e)happening, become an assignee a transferee of such Member’s interest, subject to all of the terms of this Agreement as then in effect. (de) Any assignee transferee of the interest of a Member, irrespective of whether such assignee transferee has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of such assignment Transfer to have agreed to be subject to the terms and provisions of this Agreement in the same manner as its assignortransferor. (ef) As additional conditions to the validity of any assignment Transfer of a Member’s interest, such assignment shall notbe to a transferee (each, a “Permitted Transferee”) which shall not include any Affiliate that: (i) cause the securities issued by the Company to be required to be registered under the registration provisions of the U.S. Securities Act of 1933if such Affiliate were a Member, as amended, or the securities laws of any applicable jurisdiction, (ii) would cause the Company to cease to be entitled to the exemption from the definition of requirement to register as an “investment company” company pursuant to Section 3(c)(7) of the 1940 Act, Act and the rules and regulations of the SEC thereunder,; (iiiii) if such Affiliate were a Member, would result in the termination of the Company as a partnership under the Code or Code, in the Company being classified as a “publicly traded partnership” under the Code,Code or cause the Company to have more than 80 Members; (iviii) unless the other Member waives in writing the application of this clause (iv) with respect to such assignment (which the other Member may refuse to do in its absolute discretion), be to a Person which is an ERISA Plan, a “plan” that is subject to the prohibited transaction provisions of Section 4975 of the Code, an entity whose underlying assets are treated as “plan assets” under Section 3(42) of ERISA and any regulations promulgated thereunder and/or an employee benefit plan subject to any provisions of any federal, state, local, non-U.S. or other laws or regulations that are similar to Section 406 of ERISA or Section 4975 of the Code; or (viv) if such Affiliate were a Member, would cause the Company or the other Member to be in violation ofof any law or regulation to which the Company, a Member or effect an assignment to a Person that is such Member’s investment in violation of, applicable Investor Lawsthe Company may be subject. The non-assigning Transferring Member may require reasonable evidence as to the foregoing, including, without limitation, including an opinion of counsel reasonably acceptable to the non-assigning memberTransferring Member. Any purported assignment Transfer as to which the conditions set forth in the foregoing clauses (i) through (v) are not satisfied shall be void ab initio. An assigning A Transferring Member shall be responsible for all costs and expenses incurred by the Company, including, without limitation, including reasonable legal fees and expenses, in connection with any assignment or proposed assignment. (fg) Except for assignments under the third sentence of Section 7.01(a) or with respect a Transfer to sales or transfers pursuant to Section 3.02a Permitted Transferee, each Member hereby unconditionally and irrevocably grants to the other Member or its designee a right of first refusal to purchase or designate a third party to purchase all, but not less than all, of the Entire Interest that such other Member may propose to Transfer to another Person at the valuation most recently approved in accordance with Section 9.5. If a Member intends to Transfer all or a portion of any interest in the Company that Company, except to a Permitted Transferee, then the Member intending to make such assigning Member may propose to assign to another Person, at the same price and on the same terms and conditions as those offered Transfer shall promptly send written notice thereof to the prospective assigneeother Member. (i) Each The Member proposing to make an assignment a Transfer that is would be subject to this Section 7.01(f7.1(g) (a “Sale”) must deliver a written notice of such Sale (a the “Notice of Intent”) to the other Member not later than thirty sixty (3060) business days prior to the proposed closing date of such assignmentSale. The Such Notice of Intent shall contain the material terms and conditions (including, without limitation, price and form of consideration) of the proposed assignment Sale and shall identify the identity proposed transferee of the prospective assigneesuch interest, if known. (ii) To exercise its right of first refusal under this Section 7.01(f), the The Member receiving the Notice of Intent must deliver shall have the right, for a notice to period of thirty (30) business days from the selling Member within forty-five (45) days date of receipt of such the Notice of Intent (the “Acceptance Period”), to elect or to designate a third-party purchaser to purchase all of the Entire Interest to be transferred in the Sale at the valuation most recently approved in accordance with Section 9.5 and on the other terms stated in the Notice of Intent. Such acceptance shall be made by delivering a written notice to the selling Member and the Company within the Acceptance Period stating that it elects to exercise its right of first refusal and, if applicable, providing the identity of any Person that the non-assigning transferring Member designates as the purchaserpurchaser and the amount of the Entire Interest it or its designee will purchase or acquire. (iii) Following expiration of the Acceptance PeriodPeriod and provided that the Member receiving the Notice of Intent has not elected or designated a third-party purchaser to purchase all of the Entire Interest to be transferred in the Sale at the valuation most recently approved in accordance with Section 9.5 and on the other terms stated in the Notice of Intent, the selling Member shall be free to assign sell its interest in the Company to a third party in a Transfer (which third party shall be the party identified in the Notice of Intent, if known by the selling Member) that otherwise meets the requirements of this Section 7.01 on terms and conditions it the selling Member deems acceptable (but at a price not less than the price and on terms not more favorable to the third-party purchaser transferee than the price and terms stated in the Notice of Intent); provided that (a) such transferee, notwithstanding that such transferee is not an Affiliate of the transferring Member, otherwise qualifies as a Permitted Transferee, (b) such sale takes place within sixty ninety (6090) business days after the expiration of the Acceptance Period (the “Sale Period”)) and (c) such transferee complies with the requirements of Section 3.5. To the extent the selling Member assigns transfers its interest in the Company during the Sale Period, the selling Member shall promptly notify the Company, and the Company shall promptly notify the other Member, as to the terms of the assignment and the name of each of the owners to whom the interest was assignedsuch Transfer. If no assignment such sale occurs during the Sale Period, then any attempted assignment Transfer of the such interest shall again be subject to the right of first offer refusal set forth in this Section 7.01(f7.1(g) and the procedures of this Section 7.01(f7.1(g) shall be repeated de novo. (g) Notwithstanding anything in this Agreement to the contrary, each Member acknowledges and agrees that in the event such Member is entitled to transfer its interest from the Company, prior to the effectiveness of such transfer, such Member shall be obligated to fund such Capital Contributions as may be required under the terms of the Facility as a result of such transfer; provided, that in no event shall any amounts funded by such Member exceed its uncalled Capital Commitment.

Transfers by Members. (a) Other than with respect to the sale and transfer of the interest of a Defaulting Member in accordance with Section 3.02, the The interest of a Member may not be transferred or assigned without Prior Member Approval and may not be pledged or otherwise hypothecated without Prior Member Approval. In addition, other than in accordance with the preceding sentence, the interest of a Member may not be assigned without first offering the other Member a right of first refusal to purchase the interest as set forth in Section 7.01(f7.1(f). Notwithstanding the foregoing, without Member Approval or the offering of such right of first refusal, any Member may assign its entire interest to an Affiliate of such Member, if the assignor remains liable for its Capital Commitment. No assignment by a Member shall be binding upon the Company until the Company receives an executed copy of such assignment, which shall be in form and substance satisfactory to the other Member, and any assignment pursuant to this Section 7.01(a7.1(a) shall be subject to satisfaction of the conditions set forth in Section 7.01(e7.1(e). (b) Any Person which acquires a Company interest by assignment in accordance with the provisions of this Agreement shall be admitted as a substitute Member only upon approval of the non-transferring Member. The admission of an assignee as a substitute Member shall be conditioned upon the assignee’s written assumption, in form and substance satisfactory to the other Member, of all obligations of the assignor in respect of the assigned interest and execution of an instrument satisfactory to the other Member whereby such assignee becomes a party to this Agreement. (c) In the event any Member shall die or shall be declared incompetent or insane or shall be adjudicated as bankrupt, or in the event of the winding up or liquidation of a Member, the legal representative of such Member shall, upon written notice to the other Member of the happening of any of such events and satisfaction of the conditions set forth in Section 7.01(e7.1(e), become an assignee of such Member’s interest, subject to all of the terms of this Agreement as then in effect. (d) Any assignee of the interest of a Member, irrespective of whether such assignee has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of such assignment to have agreed to be subject to the terms and provisions of this Agreement in the same manner as its assignor. (e) As additional conditions to the validity of any assignment of a Member’s interest, such assignment shall not: (i) cause the securities issued by the Company to be required to be registered under violate the registration provisions of the U.S. Securities Act of 1933, as amended, or the securities laws of any applicable jurisdiction, (ii) cause the Company to cease to be entitled to the exemption from the definition of an “investment company” pursuant to Section 3(c)(7) of the 1940 ActInvestment Company Act of 1940, as amended, and the rules and regulations of the SEC Securities and Exchange Commission thereunder, (iii) result in the termination of the Company under the Code or in the Company being classified as a “publicly traded partnership” under the Code, (iv) unless the other Member waives in writing the application of this clause (iv) with respect to such assignment (which the other Member may refuse to do in its absolute discretion), be to a Person which is an ERISA Plan, or (v) cause the Company or the other Member to be in violation of, or effect an assignment to a Person that is in violation of, applicable Investor Laws. The non-assigning Member may require reasonable evidence as to the foregoing, including, without limitation, an opinion of counsel reasonably acceptable to the non-assigning member. Any purported assignment as to which the conditions set forth in the foregoing clauses (i) through (vvi) are not satisfied shall be void ab initio. An assigning Member shall be responsible for all costs and expenses incurred by the Company, including, without limitation, including reasonable legal fees and expenses, in connection with any assignment or proposed assignment. (f) Except for assignments by gift or bequest or assignments under the third sentence of Section 7.01(a) or with respect to sales or transfers pursuant to Section 3.027.1 (a)), each Member hereby unconditionally and irrevocably grants to the other Member or its designee a right of first refusal to purchase all, but not less than all, of any interest in the Company that such assigning Member may propose to assign to another Person, at the same price and on the same terms and conditions as those offered to the prospective assignee. (i) . Each Member proposing to make an assignment that is subject to this Section 7.01(f7.1 (f) must deliver a notice (a “Notice of Intent”) to the other Member not later than thirty (30) days prior to the proposed closing date of such assignment. The Notice of Intent Such notice shall contain the material terms and conditions (including, without limitation, including price and form of consideration) of the proposed assignment and the identity of the prospective assignee. (ii) . To exercise its right of first refusal under this Section 7.01(f7.1 (f), the other Member receiving the Notice of Intent must deliver a notice to the selling Member within forty-five fifteen (4515) days of receipt of such Notice of Intent (the “Acceptance Period”)notice, stating that it elects to exercise its right of first refusal and, if applicable, providing the identity of any Person that the non-assigning Member designates as the purchaser. (iii) Following expiration of the Acceptance Period, the selling Member shall be free to assign interest in the Company to a third party in a Transfer (which third party shall be the party identified in the Notice of Intent, if known by the selling Member) that otherwise meets the requirements of this Section 7.01 on terms and conditions it deems acceptable (but at a price not less than the price and on terms not more favorable to the third-party purchaser than the price and terms stated in the Notice of Intent); provided that the sale takes place within sixty (60) days after the expiration of the Acceptance Period (the “Sale Period”). To the extent the selling Member assigns its interest in the Company during the Sale Period, the selling Member shall promptly notify the Company, and the Company shall promptly notify the other Member, as to the terms of the assignment and the name of each of the owners to whom the interest was assigned. If no assignment occurs during the Sale Period, then any attempted assignment of the interest shall again be subject to the right of first offer set forth in this Section 7.01(f) and the procedures of this Section 7.01(f) shall be repeated de novo. (g) Notwithstanding anything in this Agreement to the contrary, each Member acknowledges and agrees that in the event such Member is entitled to transfer its interest from the Company, prior to the effectiveness of such transfer, such Member shall be obligated to fund such Capital Contributions as may be required under the terms of the Facility as a result of such transfer; provided, that in no event shall any amounts funded by such Member exceed its uncalled Capital Commitment.

Transfers by Members. (a) Other than with respect to the sale and transfer of the interest of a Defaulting Member in accordance with Section 3.02, the interest of a No Member may not be transferred or assigned transfer its interest in the Company without Prior Approval and may not be pledged or otherwise hypothecated without Prior Board Approval. In addition, other than in accordance with the preceding sentence, the interest of a Member may not be assigned without first offering the other Member a right of first refusal to purchase the interest as set forth in Section 7.01(f). Notwithstanding the foregoing, without Approval or the offering of such right of first refusalPrior Board Approval, any (i) a Member may assign Transfer its entire interest Entire Interest to an Affiliate of such Member, if ; provided that either (1) such transferee provides evidence reasonably satisfactory to the assignor Company of its financial capacity to meet the obligations of the transferring Member under this Agreement and any Subscription Agreement to which the transferring Member is a party or (2) the transferring Member remains liable for its Capital Commitment. Commitment and its obligations hereunder and (ii) any Member may make a transfer in accordance with Section 8.3(e), in each case if such Transfer is otherwise in accordance with the requirements of this Section 7.1. (b) No assignment Transfer by a Member shall be binding upon the Company until the Company receives an executed copy of such assignment, which shall be in form and substance satisfactory to documentation as reasonably requested by the other Member, and any assignment pursuant Member to show such Transfer is in accordance with this Section 7.01(a) shall be subject to satisfaction of the conditions set forth in Section 7.01(e)7.1. (bc) Any Person which acquires a an interest in the Company interest by assignment Transfer in accordance with the provisions of this Agreement shall be admitted as a substitute Member only upon approval Member, provided the requirements of the non-transferring Memberthis Agreement are satisfied. The admission of an assignee a transferee as a substitute Member shall be conditioned upon the assigneetransferee’s written assumption, in form and substance reasonably satisfactory to the other Member, of all obligations of the assignor transferor in respect of the assigned Transferred interest and execution of an instrument reasonably satisfactory to the other Member whereby such assignee transferee becomes a party to this Agreement. (cd) In the event any Member shall be adjudicated as bankrupt, or in the event of the winding up or liquidation of a Member, the legal representative of such Member shall, upon written notice to the other Member of the happening of any of such events and satisfaction of the conditions set forth in Section 7.01(e)happening, become an assignee a transferee of such Member’s interest, subject to all of the terms of this Agreement as then in effect. (de) Any assignee transferee of the interest of a Member, irrespective of whether such assignee transferee has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of such assignment Transfer to have agreed to be subject to the terms and provisions of this Agreement in the same manner as its assignortransferor. (ef) As additional conditions to the validity of any assignment Transfer of a Member’s interest, such assignment Transfer shall not: (i) cause the securities issued by the Company to be required to be registered under violate the registration provisions of the U.S. Securities Act of 1933, as amended, or the securities laws of any applicable jurisdiction,; (ii) cause the Company to cease to be entitled to the exemption from the definition of an “investment company” pursuant to Section 3(c)(7) of the 1940 Act, Act and the rules and regulations of the SEC thereunder,; (iii) result in the termination of the Company under the Code or in the Company being classified as a “publicly traded partnership” under the Code,; (iv) unless the other Member waives in writing the application of this clause (iv) with respect to such assignment Transfer (which the other Member may refuse to do in its absolute discretion), be to a Person which is an ERISA Plan, ; or (v) cause the Company or the other Member to be in violation of, or effect an assignment Transfer to a Person that is in violation of, applicable Investor Laws. The non-assigning Transferring Member may require reasonable evidence as to the foregoing, including, without limitation, an opinion of counsel reasonably acceptable to the non-assigning memberTransferring Member. Any purported assignment Transfer as to which the conditions set forth in the foregoing clauses (i) through (v) are not satisfied shall be void ab initio. An assigning A Transferring Member shall be responsible for all costs and expenses incurred by the Company, including, without limitation, including reasonable legal fees and expenses, in connection with any assignment Transfer or proposed assignmentTransfer. (f) Except for assignments under the third sentence of Section 7.01(a) or with respect to sales or transfers pursuant to Section 3.02, each Member hereby unconditionally and irrevocably grants to the other Member or its designee a right of first refusal to purchase all, but not less than all, of any interest in the Company that such assigning Member may propose to assign to another Person, at the same price and on the same terms and conditions as those offered to the prospective assignee. (i) Each Member proposing to make an assignment that is subject to this Section 7.01(f) must deliver a notice (a “Notice of Intent”) to the other Member not later than thirty (30) days prior to the proposed closing date of such assignment. The Notice of Intent shall contain the material terms and conditions (including, without limitation, price and form of consideration) of the proposed assignment and the identity of the prospective assignee. (ii) To exercise its right of first refusal under this Section 7.01(f), the Member receiving the Notice of Intent must deliver a notice to the selling Member within forty-five (45) days of receipt of such Notice of Intent (the “Acceptance Period”), stating that it elects to exercise its right of first refusal and, if applicable, providing the identity of any Person that the non-assigning Member designates as the purchaser. (iii) Following expiration of the Acceptance Period, the selling Member shall be free to assign interest in the Company to a third party in a Transfer (which third party shall be the party identified in the Notice of Intent, if known by the selling Member) that otherwise meets the requirements of this Section 7.01 on terms and conditions it deems acceptable (but at a price not less than the price and on terms not more favorable to the third-party purchaser than the price and terms stated in the Notice of Intent); provided that the sale takes place within sixty (60) days after the expiration of the Acceptance Period (the “Sale Period”). To the extent the selling Member assigns its interest in the Company during the Sale Period, the selling Member shall promptly notify the Company, and the Company shall promptly notify the other Member, as to the terms of the assignment and the name of each of the owners to whom the interest was assigned. If no assignment occurs during the Sale Period, then any attempted assignment of the interest shall again be subject to the right of first offer set forth in this Section 7.01(f) and the procedures of this Section 7.01(f) shall be repeated de novo. (g) Notwithstanding anything in this Agreement to the contrary, each Member acknowledges and agrees that in the event such Member is entitled to transfer its interest from the Company, prior to the effectiveness of such transfer, such Member shall be obligated to fund such Capital Contributions as may be required under the terms of the Facility as a result of such transfer; provided, that in no event shall any amounts funded by such Member exceed its uncalled Capital Commitment.

Transfers by Members. (a) Other than with respect No Member shall transfer, assign, pledge or otherwise hypothecate its interest without Board Approval (which approval shall not be unreasonably withheld). In addition, if a Member is excepted from the definition of an “investment company” (as that term is defined in the Investment Company Act) pursuant to Section 3(c)(1) or Section 3(c)(7) thereof, such Member shall not permit any investor in such Member to transfer, assign, pledge or otherwise hypothecate such investor’s interest in such Member without Board Approval (which approval shall not be unreasonably withheld). Notwithstanding anything in this Section 7.1(a) to the sale and transfer contrary, to the extent not prohibited by the terms of the any Facility, each Member may pledge, assign or hypothecate its interest of a Defaulting to senior credit facility provider for such Member in accordance compliance with Section 3.02, the interest of a Member may not be transferred or assigned without Prior Approval and may not be pledged or otherwise hypothecated without Prior Approvalall applicable securities laws with prior written notice to each other Member. In addition, other than in accordance with the preceding sentence, the interest of a Member may not be assigned without first offering the other Member a right of first refusal to purchase the interest as set forth in Section 7.01(f7.1(f). Notwithstanding the foregoingforegoing or any other provision contained herein to the contrary, without Board Approval or the offering of such right of first refusal, any each of SkyKnight I, SkyKnight III and NMFC, in its capacity as an initial Member of the Company, may assign its entire interest to an Affiliate of such Member (which may be reassigned in whole but not in part to one or more additional Affiliates of such Member) with prior written notice to each other Member, if SkyKnight I, SkyKnight III or NMFC (as applicable), in their capacity as the assignor assignor, remains liable for its Capital Commitment. No assignment by a Member shall be binding upon the Company until the Company receives an executed copy of such assignment, which shall be in form and substance reasonably satisfactory to the other Member, and any assignment pursuant to this Section 7.01(a7.1(a) shall be subject to satisfaction of the conditions set forth in Section 7.01(eSections 7.1(e) and 7.1(g). (b) Any Person which acquires a Company interest by assignment in accordance with the provisions of this Agreement shall be admitted as a substitute Member only upon approval of the non-transferring Member. The admission of an assignee as a substitute Member shall be conditioned upon the assignee’s written assumption, in form and substance satisfactory to the other Member, of all obligations of the assignor in respect of the assigned interest and execution of an instrument reasonably satisfactory to the other Member whereby such assignee becomes a party to this Agreement. (c) In the event any Member shall be adjudicated as bankrupt, or in the event of the winding winding-up or liquidation of a Member, the legal representative of such Member shall, upon written notice to the other Member of the happening of any of such events and satisfaction of the conditions set forth in Section 7.01(eSections 7.1(e) and 7.1(g), become an assignee of such Member’s interest, subject to all of the terms of this Agreement as then in effect. (d) Any assignee of the interest of a Member, irrespective of whether such assignee has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of such assignment to have agreed to be subject to the terms and provisions of this Agreement in the same manner as its assignor. (e) As additional conditions to the validity of any assignment of a Member’s interest, such assignment shall not: (i) cause the securities issued by the Company to be required to be registered under the registration provisions of the U.S. Securities Act of 1933, as amendedAct, or the securities laws of any applicable other jurisdiction,; (ii) cause the Company to cease to be entitled to the exemption from the definition of an “investment company” pursuant to Section 3(c)(7) of the 1940 Act, Investment Company Act and the rules and regulations of the SEC thereunder,; (iii) result in the termination of the Company under the Code or in the Company being classified as a “publicly traded partnership” under the Code, (iv) unless the other Member waives in writing the application of this clause (iviii) with respect to such assignment (which the other Member may refuse to do in its absolute discretion), be to a Person which is an ERISA Plan, or; (viv) cause the Company or the other Member to be in violation of, or effect an assignment to a Person that is in violation of, applicable Investor Laws; or (v) cause the Company to be treated as a publicly traded partnership taxable as a corporation for federal tax purposes. The non-assigning Member may require reasonable evidence as to the foregoing, including, without limitation, an opinion of counsel reasonably acceptable to the non-assigning memberMember. Any purported assignment as to which the conditions set forth in the foregoing clauses (i) through (viv) are not satisfied shall be void ab initio. An assigning Member shall be responsible for all costs and expenses incurred by the Company, including, without limitation, reasonable legal fees and expenses, in connection with any assignment or proposed assignment. (f) Except Subject, for assignments under the third sentence avoidance of Section 7.01(a) or with respect to sales or transfers pursuant doubt, to Section 3.027.1(a), each Member hereby unconditionally and irrevocably grants to the other Member or its designee a right of first refusal to purchase all, but not less than all, of any interest in the Company that such assigning Member may propose to assign to another Person, at the same price and on the same terms and conditions as those offered to the prospective assignee. (i) . Each Member proposing to make an assignment that is subject to this Section 7.01(f7.1(f) must deliver a notice (a “Notice of Intent”) to the other Member not later than thirty (30) days prior to the proposed closing date of such assignment. The Notice of Intent Such notice shall contain the material terms and conditions (including, without limitation, price and form of consideration) of the proposed assignment and the identity of the prospective assignee. (ii) . To exercise its right of first refusal under this Section 7.01(f7.1(f), the other Member receiving the Notice of Intent must deliver a notice to the selling Member within forty-five fifteen (4515) days of receipt of such Notice of Intent (the “Acceptance Period”)notice, stating that it elects to exercise its right of first refusal and, if applicable, providing the identity of any Person Person(s) (including third parties unaffiliated with the exercising Member) that the non-assigning Member designates as the purchaser. (iii) Following expiration of the Acceptance Period, the selling Member shall be free to assign interest in the Company to a third party in a Transfer (which third party shall be the party identified in the Notice of Intent, if known by the selling Member) that otherwise meets the requirements of this Section 7.01 on terms and conditions it deems acceptable (but at a price not less than the price and on terms not more favorable to the third-party purchaser than the price and terms stated in the Notice of Intentpurchaser(s); provided that the sale takes place within sixty (60) days after the expiration of the Acceptance Period (the “Sale Period”). To the extent the selling Member assigns its interest in the Company during the Sale Period, the selling Member shall promptly notify the Company, and the Company shall promptly notify the other Member, as to the terms of the assignment and the name of each of the owners to whom the interest was assigned. If no assignment occurs during the Sale Period, then any attempted assignment of the interest shall again be subject to the right of first offer set forth in this Section 7.01(f) and the procedures of this Section 7.01(f) shall be repeated de novo. (g) Notwithstanding anything in this Agreement to the contrary, each Member acknowledges and agrees that in the event such Member is entitled to transfer its interest from in the Company, prior to the effectiveness of such transfer, such Member shall be obligated to fund take such actions as are required to satisfy any restrictions on such transfer under any Facility (e.g., funding such Capital Contributions as may be required under the terms of the a Facility as a result of such transfer; provided, provided that in no event shall any amounts funded by such Member exceed the remaining amount of its uncalled Capital Commitment).

Transfers by Members. (a) Other Within a period of five (5) years after the Initial Closing Date, other than with respect to the sale and transfer of the interest Membership Interest of a Defaulting Member or a Pledge Defaulting Member, as applicable, in accordance with Section 3.024.3, the interest Membership Interest of a Member may not be transferred or assigned without Prior Approval the prior written consent of the other Member and may not be pledged or otherwise hypothecated without Prior Approvalthe prior written consent of the other Member; provided, however, that TCG BDC may pledge and/or assign its Membership Interest to the senior credit facility provider(s) for TCG BDC with notice to the other Member within a reasonable time thereafter. In addition, other than in accordance with After the preceding sentenceexpiration of such five (5) year period, the interest Membership Interest of a Member may not be assigned without first offering the other Member a right of first refusal to purchase the interest Membership Interest as set forth in Section 7.01(f8.1(f). Notwithstanding the foregoing, without Approval the prior written consent of the other Member or the offering of such right of first refusal, any Member may assign its entire interest Membership Interest to an a wholly owned Affiliate of such Member, if the assignor remains liable for its Capital Commitment. No assignment by a Member shall be binding upon the Company until the Company receives an executed copy of such assignment, which shall be in form and substance satisfactory to the other Member, and any assignment pursuant to this Section 7.01(a8.1(a) shall be subject to satisfaction of the conditions set forth in Section 7.01(e8.1(e). (b) Any Person which acquires a Company interest Membership Interest by assignment in accordance with the provisions of this Agreement shall be admitted as a substitute Member only upon approval of the non-transferring other Member. The admission of an assignee as a substitute Member shall be conditioned upon the assignee’s written assumption, in form and substance satisfactory to the other Member, of all obligations of the assignor in respect of the assigned interest Membership Interest and execution of an instrument satisfactory to the other Member whereby such assignee becomes a party to this Agreement. (c) In the event any Member shall be adjudicated as bankrupt, or in the event of the winding up or liquidation of a Member, the legal representative of such Member shall, upon written notice to the other Member of the happening of any of such events and satisfaction of the conditions set forth in Section 7.01(e8.1(e), become an assignee of such Member’s interestMembership Interest, subject to all of the terms of this Agreement as then in effect. (d) Any assignee of the interest Membership Interest of a Member, irrespective of whether such assignee has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of such assignment to have agreed to be subject to the terms and provisions of this Agreement in the same manner as its assignor. (e) As additional conditions to the validity of any assignment of a Member’s interestMembership Interest, such assignment shall not: (i) cause the securities issued by the Company to be required to be registered under the registration provisions of the U.S. Securities Act of 1933, as amended, or the securities laws of any applicable jurisdiction,; (ii) cause the Company to cease to be entitled to the exemption from the definition of an “investment company” pursuant to Section 3(c)(7) of the 1940 Investment Company Act, and the rules and regulations of the SEC thereunder,; (iii) result in the termination of the Company under the Code or in the Company being classified as a “publicly traded partnership” under the Code,; (iv) unless the other Member waives in writing the application of this clause (iv) with respect to such assignment (which the other Member may refuse to do in its absolute discretion), be to a Person which is an ERISA Plan, ; (v) adversely impact TCG BDC’s treatment of its investment in the Company for purposes of the Investment Company Act or for financial reporting purposes; or (vvi) cause the Company or the other Member to be in violation of, or effect an assignment to a Person that is in violation of, applicable Investor Laws. The non-assigning Member may require reasonable evidence as to the foregoing, including, without limitation, an opinion of counsel reasonably acceptable to the non-assigning member. Any purported assignment as to which the conditions set forth in the foregoing clauses (i) through (vvi) are not satisfied shall be void ab initio. An assigning Member shall be responsible for all costs and expenses incurred by the Company, including, without limitation, reasonable legal fees and expenses, in connection with any assignment or proposed assignment. (f) Except for assignments under the third sentence or the proviso of the first sentence of Section 7.01(a8.1(a) or with respect to sales or transfers pursuant to Section 3.024.3, each Member hereby unconditionally and irrevocably grants to the other Member or its designee a right of first refusal to purchase all, but not less than all, of any interest Membership Interest in the Company that such assigning Member may propose to assign to another Person, at the same price and on the same terms and conditions as those offered to the prospective assignee. (i) . Each Member proposing to make an assignment that is subject to this Section 7.01(f8.1(f) must deliver a notice (a “Notice of Intent”) to the other Member not later than thirty sixty (3060) days prior to the proposed closing date of such assignment. The Notice of Intent Such notice shall contain the material terms and conditions (including, without limitation, price and form of consideration) of the proposed assignment and the identity of the prospective assignee. (ii) . To exercise its right of first refusal under this Section 7.01(f8.1(f), the other Member receiving the Notice of Intent must deliver a notice to the selling Member within forty-five (45) days of receipt of such Notice of Intent (the “Acceptance Period”)notice, stating that it elects to exercise its right of first refusal and, if applicable, providing the identity of any Person that the non-assigning Member designates as the purchaser. (iii) Following expiration of the Acceptance Period, the selling Member shall be free to assign interest in the Company to a third party in a Transfer (which third party shall be the party identified in the Notice of Intent, if known by the selling Member) that otherwise meets the requirements of this Section 7.01 on terms and conditions it deems acceptable (but at a price not less than the price and on terms not more favorable to the third-party purchaser than the price and terms stated in the Notice of Intent); provided that the sale takes place within sixty (60) days after the expiration of the Acceptance Period (the “Sale Period”). To the extent the selling Member assigns its interest in the Company during the Sale Period, the selling Member shall promptly notify the Company, and the Company shall promptly notify the other Member, as to the terms of the assignment and the name of each of the owners to whom the interest was assigned. If no assignment occurs during the Sale Period, then any attempted assignment of the interest shall again be subject to the right of first offer set forth in this Section 7.01(f) and the procedures of this Section 7.01(f) shall be repeated de novo. (g) Notwithstanding anything in this Agreement to the contrary, each Member acknowledges and agrees that in the event such Member is entitled to transfer its interest Membership Interest from the Company, prior to the effectiveness of such transfer, such Member shall be obligated to fund such Capital Contributions as may be required under the terms of the Facility as a result of such transfer; provided, that in no event shall any amounts funded by such Member exceed its uncalled Unfunded Capital Commitment.

Transfers by Members. (a) Other than with respect No Member shall transfer, assign, pledge or otherwise hypothecate its interest without Board Approval (which approval shall not be unreasonably withheld). In addition, if a Member is excepted from the definition of an “investment company” (as that term is defined in the Investment Company Act) pursuant to Section 3(c)(1) or Section 3(c)(7) thereof, such Member shall not permit any investor in such Member to transfer, assign, pledge or otherwise hypothecate such investor’s interest in such Member without Board Approval (which approval shall not be unreasonably withheld). Notwithstanding anything in this Section 7.1(a) to the sale and transfer contrary, to the extent not prohibited by the terms of the any Facility, each Member may pledge, assign or hypothecate its interest of a Defaulting to senior credit facility provider for such Member in accordance compliance with Section 3.02, the interest of a Member may not be transferred or assigned without Prior Approval and may not be pledged or otherwise hypothecated without Prior Approvalall applicable securities laws with prior written notice to each other Member. In addition, other than in accordance with the preceding sentence, the interest of a Member may not be assigned without first offering the other Member a right of first refusal to purchase the interest as set forth in Section 7.01(f7.1(f). Notwithstanding the foregoingforegoing or any other provision contained herein to the contrary, without Board Approval or the offering of such right of first refusal, any SkyKnight or NMFC in its capacity as an initial Member may assign its entire interest to an Affiliate of such Member (which may be reassigned in whole but not in part to one or more additional Affiliates of such Member) with prior written notice to each other Member, if SkyKnight or NMFC (as applicable) in its capacity as the assignor remains liable for its Capital Commitment. No assignment by a Member shall be binding upon the Company until the Company receives an executed copy of such assignment, which shall be in form and substance reasonably satisfactory to the other Member, and any assignment pursuant to this Section 7.01(a7.1(a) shall be subject to satisfaction of the conditions set forth in Section 7.01(e7.1(e). (b) Any Person which acquires a Company interest by assignment in accordance with the provisions of this Agreement shall be admitted as a substitute Member only upon approval of the non-transferring Member. The admission of an assignee as a substitute Member shall be conditioned upon the assignee’s written assumption, in form and substance satisfactory to the other Member, of all obligations of the assignor in respect of the assigned interest and execution of an instrument reasonably satisfactory to the other Member whereby such assignee becomes a party to this Agreement. (c) In the event any Member shall be adjudicated as bankrupt, or in the event of the winding winding-up or liquidation of a Member, the legal representative of such Member shall, upon written notice to the other Member of the happening of any of such events and satisfaction of the conditions set forth in Section 7.01(e7.1(e), become an assignee of such Member’s interest, subject to all of the terms of this Agreement as then in effect. (d) Any assignee of the interest of a Member, irrespective of whether such assignee has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of such assignment to have agreed to be subject to the terms and provisions of this Agreement in the same manner as its assignor. (e) As additional conditions to the validity of any assignment of a Member’s interest, such assignment shall not: (i) cause the securities issued by the Company to be required to be registered under the registration provisions of the U.S. Securities Act of 1933, as amended, or the securities laws of any applicable other jurisdiction,; (ii) cause the Company to cease to be entitled to the exemption from the definition of an “investment company” pursuant to Section 3(c)(7) of the 1940 Act, Investment Company Act and the rules and regulations of the SEC thereunder,; (iii) result in the termination of the Company under the Code or in the Company being classified as a “publicly traded partnership” under the Code, (iv) unless the other Member waives in writing the application of this clause (iviii) with respect to such assignment (which the other Member may refuse to do in its absolute discretion), be to a Person which is an ERISA Plan, or; (viv) cause the Company or the other Member to be in violation of, or effect an assignment to a Person that is in violation of, applicable Investor Laws; or (v) cause the Company to be treated as a publicly traded partnership taxable as a corporation for federal tax purposes. The non-assigning Member may require reasonable evidence as to the foregoing, including, without limitation, an opinion of counsel reasonably acceptable to the non-assigning memberMember. Any purported assignment as to which the conditions set forth in the foregoing clauses (i) through (viv) are not satisfied shall be void ab initio. An assigning Member shall be responsible for all costs and expenses incurred by the Company, including, without limitation, reasonable legal fees and expenses, in connection with any assignment or proposed assignment. (f) Except for assignments under the third sentence of Section 7.01(a) or with respect to sales or transfers pursuant to Section 3.02, each Each Member hereby unconditionally and irrevocably grants to the other Member or its designee a right of first refusal to purchase all, but not less than all, of any interest in the Company that such assigning Member may propose to assign to another Person, at the same price and on the same terms and conditions as those offered to the prospective assignee. (i) . Each Member proposing to make an assignment that is subject to this Section 7.01(f7.1(f) must deliver a notice (a “Notice of Intent”) to the other Member not later than thirty (30) days prior to the proposed closing date of such assignment. The Notice of Intent Such notice shall contain the material terms and conditions (including, without limitation, price and form of consideration) of the proposed assignment and the identity of the prospective assignee. (ii) . To exercise its right of first refusal under this Section 7.01(f7.1(f), the other Member receiving the Notice of Intent must deliver a notice to the selling Member within forty-five fifteen (4515) days of receipt of such Notice of Intent (the “Acceptance Period”)notice, stating that it elects to exercise its right of first refusal and, if applicable, providing the identity of any Person Person(s) (including third parties unaffiliated with the exercising Member) that the non-assigning Member designates as the purchaser. (iii) Following expiration of the Acceptance Period, the selling Member shall be free to assign interest in the Company to a third party in a Transfer (which third party shall be the party identified in the Notice of Intent, if known by the selling Member) that otherwise meets the requirements of this Section 7.01 on terms and conditions it deems acceptable (but at a price not less than the price and on terms not more favorable to the third-party purchaser than the price and terms stated in the Notice of Intentpurchaser(s); provided that the sale takes place within sixty (60) days after the expiration of the Acceptance Period (the “Sale Period”). To the extent the selling Member assigns its interest in the Company during the Sale Period, the selling Member shall promptly notify the Company, and the Company shall promptly notify the other Member, as to the terms of the assignment and the name of each of the owners to whom the interest was assigned. If no assignment occurs during the Sale Period, then any attempted assignment of the interest shall again be subject to the right of first offer set forth in this Section 7.01(f) and the procedures of this Section 7.01(f) shall be repeated de novo. (g) Notwithstanding anything in this Agreement to the contrary, each Member acknowledges and agrees that in the event such Member is entitled to transfer its interest from in the Company, prior to the effectiveness of such transfer, such Member shall be obligated to fund take such actions as are required to satisfy any restrictions on such transfer under any Facility (e.g., funding such Capital Contributions as may be required under the terms of the a Facility as a result of such transfer; provided, provided that in no event shall any amounts funded by such Member exceed the remaining amount of its uncalled Capital Commitment).

Transfers by Members. (a) Other than with respect Subject to the sale and transfer requirements of this Article VII, all or a portion of the interest of a Defaulting Member in accordance with Section 3.02, the interest Entire Interest of a Member may not be transferred or assigned without Prior Approval and may not be pledged or otherwise hypothecated without Prior Transferred with Board Approval. In addition, other than in accordance with the preceding sentence, the interest of a Member may not be assigned without first offering the other Member a right of first refusal to purchase the interest as set forth in Section 7.01(f). Notwithstanding the foregoing, without Approval or the offering of such right of first refusalBoard Approval, (i) any Member may assign its entire interest to an Affiliate make a Transfer in accordance with Section 7.01(g) or Section 8.03(e), in each case if the Transfer is otherwise in accordance with the requirements of this Article VII, and (ii) equityholders in each Member may Transfer or redeem their ownership of such Member, if permitted by such Member, provided, that in the assignor remains liable for its Capital Commitment. case of Perspecta, such Transfer or redemption does not result in a Perspecta Change in Control. (b) No assignment Transfer by a Member shall be binding upon the Company until the Company receives an executed copy of such assignment, which shall be in form and substance satisfactory to the documentation as reasonably requested by the other Member, and any assignment pursuant Member to show the Transfer is in accordance with this Section 7.01(a) shall be subject to satisfaction of the conditions set forth in Section 7.01(e)Article VII. (bc) Any Person which acquires a an interest in the Company interest by assignment Transfer in accordance with the provisions of this Agreement shall be admitted as a substitute Member only upon approval Member, provided the requirements of the non-transferring Memberthis Agreement are satisfied. The admission of an assignee a transferee as a substitute Member shall be conditioned upon the assigneetransferee’s written assumption, in form and substance reasonably satisfactory to the other Member, of all obligations of the assignor transferor in respect of the assigned Transferred interest and execution of an instrument reasonably satisfactory to the other Member whereby such assignee the transferee becomes a party to this Agreement and makes the representations set forth in Section 2.01 of this Agreement. (cd) In the event any Member shall be adjudicated as bankrupt, or in the event of the winding up or liquidation of a Member, the legal representative of such the Member shall, upon written notice to the other Member of the happening of any of such events and satisfaction happening, become a transferee of the conditions set forth in Section 7.01(e), become an assignee of such Member’s interest, subject to all of the terms of this Agreement as then in effect. (de) Any assignee transferee of the interest of a Member, irrespective of whether such assignee the transferee has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of such assignment the Transfer to have agreed to be subject to the terms and provisions of this Agreement in the same manner as its assignortransferor. (ef) As additional conditions to the validity of any assignment Transfer of a Member’s interest, such the assignment shall not: (i) cause the securities issued by the Company to be required to be registered under violate the registration provisions of the U.S. Securities Act of 1933, as amended, or the securities laws of any applicable jurisdiction,; (ii) cause the Company to cease to be entitled to the exemption from the definition of an “investment company” pursuant to Section 3(c)(7) of the 1940 Act, Act and the rules and regulations of the SEC thereunder,Securities and Exchange Commission under the 1940 Act; (iii) result in the termination of the Company under the Code or in the Company being classified as a “publicly traded partnership” under the Code,; (iv) unless the other Member waives in writing the application of this clause (iv) with respect to such assignment (which the other Member may refuse to do in its absolute discretion), be to a Person which is an ERISA Plan, ; or (v) cause the Company or the other Member to be in violation of, or effect an assignment to a Person that is in violation of, applicable Investor Laws. The non-assigning Transferring Member may require reasonable evidence as to the foregoingconditions set forth in clauses (i) through (v), including, without limitation, including an opinion of counsel reasonably acceptable to the non-assigning memberTransferring Member. Any purported assignment Transfer as to which the conditions set forth in the foregoing clauses (i) through (v) are not satisfied shall be void ab initio. An assigning A Transferring Member shall be responsible for all costs and expenses incurred by the Company, including, without limitation, including reasonable legal fees and expenses, in connection with any assignment or proposed assignment. (fg) Except for assignments under Transfers of all or a portion of a Member’s Entire Interest to an Affiliate of the third sentence of Section 7.01(a) or with respect to sales or transfers pursuant to Section 3.02Member who remains liable for the transferring Member’s Capital Commitments, each Member hereby unconditionally and irrevocably grants to the other Member or its designee a right of first refusal offer to purchase or designate a third party to purchase all, but not less than all, of any interest in the Company that such assigning the other Member may propose to assign Transfer to another Person, Person at the same price and on the same terms and conditions as those offered to the prospective assigneevaluation most recently approved in accordance with Section 9.05. (i) Each The Member proposing to make an assignment a Transfer that is would be subject to this Section 7.01(f7.01(g) must deliver a written notice of its intention to Transfer the interest (a the “Notice of Intent”) to the other Member not later than thirty (30) days prior to the proposed closing date of such assignmentthe Transfer. The Notice of Intent shall contain the material terms and conditions (including, without limitation, price and form of consideration) of the proposed assignment Transfer and shall identify the identity proposed transferee of the prospective assigneesuch interest, if known. (ii) To exercise its right of first refusal under this Section 7.01(f), the The Member receiving the Notice of Intent must deliver shall have the right, for a notice to period of fifteen (15) business days from the selling Member within forty-five (45) days date of receipt of such the Notice of Intent (the “Acceptance Period”), to accept the interest or to designate a third-party purchaser to accept the interest at the valuation most recently approved in accordance with Section 9.05 and on the terms stated in the Notice of Intent. The acceptance shall be made by delivering a written notice to the selling Member and the Company within the Acceptance Period stating that it elects to exercise its right of first refusal offer and, if applicable, providing the identity of any Person that the non-assigning transferring Member designates as the purchaser. (iii) Following expiration of the Acceptance Period, the selling Member shall be free to assign sell its interest in the Company to a third party in a Transfer (which third party shall be the party identified in the Notice of Intent, if known by the selling Member) that otherwise meets the requirements of this Section 7.01 on terms and conditions it deems acceptable (but at a price not less than the price and on terms not more favorable to the third-party purchaser than the price and terms stated in the Notice of Intent); provided that the sale takes place within sixty (60) days after the expiration of the Acceptance Period (the “Sale Period”). To the extent the selling Member assigns Transfers its interest in the Company during the Sale Period, the selling Member shall promptly notify the Company, and the Company shall promptly notify the other Member, as to the terms of the assignment Transfer and the name of each of the owners to whom the interest was assignedTransferred. If no assignment sale occurs during the Sale Period, then any attempted assignment Transfer of the interest shall again be subject to the right of first offer set forth in this Section 7.01(f7.01(g) and the procedures of this Section 7.01(f7.01(g) shall be repeated de novo. (g) Notwithstanding anything in this Agreement to the contrary, each Member acknowledges and agrees that in the event such Member is entitled to transfer its interest from the Company, prior to the effectiveness of such transfer, such Member shall be obligated to fund such Capital Contributions as may be required under the terms of the Facility as a result of such transfer; provided, that in no event shall any amounts funded by such Member exceed its uncalled Capital Commitment.

Transfers by Members. (a) Other than with respect Subject to the sale and transfer requirements of this Article VIII, all or a portion of the interest of a Defaulting Member in accordance with Section 3.02, the interest Entire Interest of a Member may not be transferred Transferred with Board Approval or assigned without Prior Approval and may not be pledged or otherwise hypothecated without Prior Approval. In addition, other than in accordance with all of the preceding sentence, the interest Entire Interest of a Member may not be assigned without first offering Transferred to an Affiliate of the other transferring Member a right of first refusal to purchase who remains liable for the interest as set forth in Section 7.01(f)transferring Member’s Capital Commitments. Notwithstanding the foregoing, without Approval or the offering of such right of first refusalBoard Approval, (i) any Member may assign its entire interest to an Affiliate of such Membermake a Transfer in accordance with Section 8.01(g) or Section 9.03(e), in each case if the assignor remains liable for its Capital Commitment. Transfer is otherwise in accordance with the requirements of this Article VIII, and (ii) equityholders in each Member may Transfer or redeem their 26 (b) No assignment Transfer by a Member shall be binding upon the Company until the Company receives an executed copy of such assignment, which shall be in form and substance satisfactory to the documentation as reasonably requested by the other Member, and any assignment pursuant Member to show the Transfer is in accordance with this Section 7.01(a) shall be subject to satisfaction of the conditions set forth in Section 7.01(e)Article VIII. (bc) Any Person which acquires a an interest in the Company interest by assignment Transfer in accordance with the provisions of this Agreement shall be admitted as a substitute Member only upon approval Member, provided the requirements of the non-transferring Memberthis Agreement are satisfied. The admission of an assignee a transferee as a substitute Member shall be conditioned upon the assigneetransferee’s written assumption, in form and substance reasonably satisfactory to the other Member, of all obligations of the assignor transferor in respect of the assigned Transferred interest and execution of an instrument reasonably satisfactory to the other Member whereby such assignee the transferee becomes a party to this Agreement and makes the representations set forth in Section 2.01 of this Agreement. (cd) In the event any Member shall be adjudicated as bankrupt, or in the event of the winding up or liquidation of a Member, the legal representative of such the Member shall, upon written notice to the other Member of the happening of any of such events and satisfaction happening, become a transferee of the conditions set forth in Section 7.01(e), become an assignee of such Member’s interest, subject to all of the terms of this Agreement as then in effect. (de) Any assignee transferee of the interest of a Member, irrespective of whether such assignee the transferee has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of such assignment the Transfer to have agreed to be subject to the terms and provisions of this Agreement in the same manner as its assignortransferor. (e) As additional conditions to the validity of any assignment of a Member’s interest, such assignment shall not: (i) cause the securities issued by the Company to be required to be registered under the registration provisions of the U.S. Securities Act of 1933, as amended, or the securities laws of any applicable jurisdiction, (ii) cause the Company to cease to be entitled to the exemption from the definition of an “investment company” pursuant to Section 3(c)(7) of the 1940 Act, and the rules and regulations of the SEC thereunder, (iii) result in the termination of the Company under the Code or in the Company being classified as a “publicly traded partnership” under the Code, (iv) unless the other Member waives in writing the application of this clause (iv) with respect to such assignment (which the other Member may refuse to do in its absolute discretion), be to a Person which is an ERISA Plan, or (v) cause the Company or the other Member to be in violation of, or effect an assignment to a Person that is in violation of, applicable Investor Laws. The non-assigning Member may require reasonable evidence as to the foregoing, including, without limitation, an opinion of counsel reasonably acceptable to the non-assigning member. Any purported assignment as to which the conditions set forth in the foregoing clauses (i) through (v) are not satisfied shall be void ab initio. An assigning Member shall be responsible for all costs and expenses incurred by the Company, including, without limitation, reasonable legal fees and expenses, in connection with any assignment or proposed assignment. (f) Except for assignments under the third sentence of Section 7.01(a) or with respect to sales or transfers pursuant to Section 3.02, each Member hereby unconditionally and irrevocably grants to the other Member or its designee a right of first refusal to purchase all, but not less than all, of any interest in the Company that such assigning Member may propose to assign to another Person, at the same price and on the same terms and conditions as those offered to the prospective assignee. (i) Each Member proposing to make an assignment that is subject to this Section 7.01(f) must deliver a notice (a “Notice of Intent”) to the other Member not later than thirty (30) days prior to the proposed closing date of such assignment. The Notice of Intent shall contain the material terms and conditions (including, without limitation, price and form of consideration) of the proposed assignment and the identity of the prospective assignee. (ii) To exercise its right of first refusal under this Section 7.01(f), the Member receiving the Notice of Intent must deliver a notice to the selling Member within forty-five (45) days of receipt of such Notice of Intent (the “Acceptance Period”), stating that it elects to exercise its right of first refusal and, if applicable, providing the identity of any Person that the non-assigning Member designates as the purchaser. (iii) Following expiration of the Acceptance Period, the selling Member shall be free to assign interest in the Company to a third party in a Transfer (which third party shall be the party identified in the Notice of Intent, if known by the selling Member) that otherwise meets the requirements of this Section 7.01 on terms and conditions it deems acceptable (but at a price not less than the price and on terms not more favorable to the third-party purchaser than the price and terms stated in the Notice of Intent); provided that the sale takes place within sixty (60) days after the expiration of the Acceptance Period (the “Sale Period”). To the extent the selling Member assigns its interest in the Company during the Sale Period, the selling Member shall promptly notify the Company, and the Company shall promptly notify the other Member, as to the terms of the assignment and the name of each of the owners to whom the interest was assigned. If no assignment occurs during the Sale Period, then any attempted assignment of the interest shall again be subject to the right of first offer set forth in this Section 7.01(f) and the procedures of this Section 7.01(f) shall be repeated de novo. (g) Notwithstanding anything in this Agreement to the contrary, each Member acknowledges and agrees that in the event such Member is entitled to transfer its interest from the Company, prior to the effectiveness of such transfer, such Member shall be obligated to fund such Capital Contributions as may be required under the terms of the Facility as a result of such transfer; provided, that in no event shall any amounts funded by such Member exceed its uncalled Capital Commitment.

Transfers by Members. (a) Other than with respect to the sale and transfer of the interest of a Defaulting Member in accordance with Section 3.02, the The interest of a Member may not be transferred or assigned without Prior Board Approval and may not be pledged or otherwise hypothecated without Prior Board Approval; provided, however, that each Member may pledge, assign or hypothecate its interest to a total return swap counterparty or a senior credit facility provider for such Member in compliance with all applicable securities laws with prior written notice to each other Member. In addition, other than in accordance with the preceding sentence, the interest of a Member may not be assigned without first offering the other Member a right of first refusal to purchase the interest as set forth in Section 7.01(f7.1(f). Notwithstanding the foregoing, without Board Approval or the offering of such right of first refusal, any CĪON or Capitala in its capacity as an initial Member may assign its entire interest to an Affiliate of such Member (which may be reassigned in whole but not in part to one or more additional Affiliates of such Member) with prior written notice to each other Member, if CĪON or Capitala (as applicable) in its capacity as the assignor remains liable for its Capital Commitment. No assignment by a Member shall be binding upon the Company until the Company receives an executed copy of such assignment, which shall be in form and substance reasonably satisfactory to the other Member, and any assignment pursuant to this Section 7.01(a7.1(a) shall be subject to satisfaction of the conditions set forth in Section 7.01(e7.1(e). (b) Any Person which acquires a Company interest by assignment in accordance with the provisions of this Agreement shall be admitted as a substitute Member only upon approval of the non-transferring Member. The admission of an assignee as a substitute Member shall be conditioned upon the assignee’s written assumption, in form and substance satisfactory to the other Member, of all obligations of the assignor in respect of the assigned interest and execution of an instrument reasonably satisfactory to the other Member whereby such assignee becomes a party to this Agreement. (c) In the event any Member shall be adjudicated as bankrupt, or in the event of the winding winding-up or liquidation of a Member, the legal representative of such Member shall, upon written notice to the other Member of the happening of any of such events and satisfaction of the conditions set forth in Section 7.01(e7.1(e), become an assignee of such Member’s interest, subject to all of the terms of this Agreement as then in effect. (d) Any assignee of the interest of a Member, irrespective of whether such assignee has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of such assignment to have agreed to be subject to the terms and provisions of this Agreement in the same manner as its assignor. (e) As additional conditions to the validity of any assignment of a Member’s interest, such assignment shall not: (i) cause the securities issued by the Company to be required to be registered under the registration provisions of the U.S. Securities Act of 1933, as amended, or the securities laws of any applicable jurisdiction,; (ii) cause the Company to cease to be entitled to the exemption from the definition of an “investment company” pursuant to Section 3(c)(7) of the Investment Company Act of 1940 Act, and the rules and regulations of the SEC thereunder,; (iii) result in the termination of the Company under the Code or in the Company being classified as a “publicly traded partnership” under the Code,; (iv) unless the other Member waives in writing the application of this clause (iv) with respect to such assignment (which the other Member may refuse to do in its absolute discretion), be to a Person which is an ERISA Plan, ; or (v) cause the Company or the other Member to be in violation of, or effect an assignment to a Person that is in violation of, applicable Investor Laws. The non-assigning Member may require reasonable evidence as to the foregoing, including, without limitation, an opinion of counsel reasonably acceptable to the non-assigning memberMember. Any purported assignment as to which the conditions set forth in the foregoing clauses (i) through (v) are not satisfied shall be void ab initio. An assigning Member shall be responsible for all costs and expenses incurred by the Company, including, without limitation, reasonable legal fees and expenses, in connection with any assignment or proposed assignment. (f) Except for assignments under the proviso of the first sentence or the entire third sentence of Section 7.01(a) or with respect to sales or transfers pursuant to Section 3.027.1(a), each Member hereby unconditionally and irrevocably grants to the other Member or its designee a right of first refusal to purchase all, but not less than all, of any interest in the Company that such assigning Member may propose to assign to another Person, at the same price and on the same terms and conditions as those offered to the prospective assignee. (i) . Each Member proposing to make an assignment that is subject to this Section 7.01(f7.1(f) must deliver a notice (a “Notice of Intent”) to the other Member not later than thirty (30) days prior to the proposed closing date of such assignment. The Notice of Intent Such notice shall contain the material terms and conditions (including, without limitation, price and form of consideration) of the proposed assignment and the identity of the prospective assignee. (ii) . To exercise its right of first refusal under this Section 7.01(f7.1(f), the other Member receiving the Notice of Intent must deliver a notice to the selling Member within forty-five fifteen (4515) days of receipt of such Notice of Intent (the “Acceptance Period”)notice, stating that it elects to exercise its right of first refusal and, if applicable, providing the identity of any Person that the non-assigning Member designates as the purchaser. (iii) Following expiration of the Acceptance Period, the selling Member shall be free to assign interest in the Company to a third party in a Transfer (which third party shall be the party identified in the Notice of Intent, if known by the selling Member) that otherwise meets the requirements of this Section 7.01 on terms and conditions it deems acceptable (but at a price not less than the price and on terms not more favorable to the third-party purchaser than the price and terms stated in the Notice of Intent); provided that the sale takes place within sixty (60) days after the expiration of the Acceptance Period (the “Sale Period”). To the extent the selling Member assigns its interest in the Company during the Sale Period, the selling Member shall promptly notify the Company, and the Company shall promptly notify the other Member, as to the terms of the assignment and the name of each of the owners to whom the interest was assigned. If no assignment occurs during the Sale Period, then any attempted assignment of the interest shall again be subject to the right of first offer set forth in this Section 7.01(f) and the procedures of this Section 7.01(f) shall be repeated de novo. (g) Notwithstanding anything in this Agreement to the contrary, each Member acknowledges and agrees that in the event such Member is entitled to transfer its interest from the Company, prior to the effectiveness of such transfer, such Member shall be obligated to fund such Capital Contributions as may be required under the terms of the a TRS or Facility as a result of such transfer; provided, that in no event shall any amounts funded by such Member exceed its uncalled Capital Commitment.

Transfers by Members. (a) Other than with respect to the sale and transfer of the interest of a Defaulting Member in accordance with Section 3.023.3, the interest of a Member may not be transferred or assigned without Prior Board Approval and may not be pledged or otherwise hypothecated without Prior Board Approval; provided, however, that GSBDC may pledge and/or assign its interest to the senior credit facility provider(s) for GSBDC with notice to each other Member within a reasonable time thereafter. In addition, other than in accordance with the preceding sentence, the interest of a Member may not be assigned without first offering the other Member a right of first refusal to purchase the interest as set forth in Section 7.01(f7.1(f). Notwithstanding the foregoing, without Board Approval or the offering of such right of first refusal, any Member may assign its entire interest to an Affiliate of such Member, if the assignor remains liable for its Capital Commitment. No assignment by a Member shall be binding upon the Company until the Company receives an executed copy of such assignment, which shall be in form and substance satisfactory to the other Member, and any assignment pursuant to this Section 7.01(a7.1(a) shall be subject to satisfaction of the conditions set forth in Section 7.01(e7.1(e). (b) Any Person which acquires a Company interest by assignment in accordance with the provisions of this Agreement shall be admitted as a substitute Member only upon approval of the non-transferring Member. The admission of an assignee as a substitute Member shall be conditioned upon the assignee’s written assumption, in form and substance satisfactory to the other Member, of all obligations of the assignor in respect of the assigned interest and execution of an instrument satisfactory to the other Member whereby such assignee becomes a party to this Agreement. (c) In the event any Member shall be adjudicated as bankrupt, or in the event of the winding up or liquidation of a Member, the legal representative of such Member shall, upon written notice to the other Member of the happening of any of such events and satisfaction of the conditions set forth in Section 7.01(e7.1(e), become an assignee of such Member’s interest, subject to all of the terms of this Agreement as then in effect. (d) Any assignee of the interest of a Member, irrespective of whether such assignee has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of such assignment to have agreed to be subject to the terms and provisions of this Agreement in the same manner as its assignor. (e) As additional conditions to the validity of any assignment of a Member’s interest, such assignment shall not: (i) cause the securities issued by the Company to be required to be registered under the registration provisions of the U.S. Securities Act of 1933, as amended, or the securities laws of any applicable jurisdiction, (ii) cause the Company to cease to be entitled to the exemption from the definition of an “investment company” pursuant to Section 3(c)(7) of the 1940 ActInvestment Company Act of 1940, as amended, and the rules and regulations of the SEC thereunder, (iii) result in the termination of the Company under the Code or in the Company being classified as a “publicly traded partnership” under the Code, (iv) unless the other Member waives in writing the application of this clause (iv) with respect to such assignment (which the other Member may refuse to do in its absolute discretion), be to a Person which is an ERISA Plan, or (v) cause the Company or the other Member to be in violation of, or effect an assignment to a Person that is in violation of, applicable Investor Laws. The non-assigning Member may require reasonable evidence as to the foregoing, including, without limitation, an opinion of counsel reasonably acceptable to the non-assigning member. Any purported assignment as to which the conditions set forth in the foregoing clauses (i) through (v) are not satisfied shall be void ab initio. An assigning Member shall be responsible for all costs and expenses incurred by the Company, including, without limitation, reasonable legal fees and expenses, in connection with any assignment or proposed assignment. (f) Except for assignments under the third sentence or the proviso of the first sentence of Section 7.01(a7.1(a) or with respect to sales or transfers pursuant to Section 3.023.3, each Member hereby unconditionally and irrevocably grants to the other Member or its designee a right of first refusal to purchase all, but not less than all, of any interest in the Company that such assigning Member may propose to assign to another Person, at the same price and on the same terms and conditions as those offered to the prospective assignee. (i) . Each Member proposing to make an assignment that is subject to this Section 7.01(f7.1(f) must deliver a notice (a “Notice of Intent”) to the other Member not later than thirty (30) days prior to the proposed closing date of such assignment. The Notice of Intent Such notice shall contain the material terms and conditions (including, without limitation, price and form of consideration) of the proposed assignment and the identity of the prospective assignee. (ii) . To exercise its right of first refusal under this Section 7.01(f7.1(f), the other Member receiving the Notice of Intent must deliver a notice to the selling Member within forty-five (45) days of receipt of such Notice of Intent (the “Acceptance Period”)notice, stating that it elects to exercise its right of first refusal and, if applicable, providing the identity of any Person that the non-assigning Member designates as the purchaser. (iii) Following expiration of the Acceptance Period, the selling Member shall be free to assign interest in the Company to a third party in a Transfer (which third party shall be the party identified in the Notice of Intent, if known by the selling Member) that otherwise meets the requirements of this Section 7.01 on terms and conditions it deems acceptable (but at a price not less than the price and on terms not more favorable to the third-party purchaser than the price and terms stated in the Notice of Intent); provided that the sale takes place within sixty (60) days after the expiration of the Acceptance Period (the “Sale Period”). To the extent the selling Member assigns its interest in the Company during the Sale Period, the selling Member shall promptly notify the Company, and the Company shall promptly notify the other Member, as to the terms of the assignment and the name of each of the owners to whom the interest was assigned. If no assignment occurs during the Sale Period, then any attempted assignment of the interest shall again be subject to the right of first offer set forth in this Section 7.01(f) and the procedures of this Section 7.01(f) shall be repeated de novo. (g) Notwithstanding anything in this Agreement or its Subscription Agreement to the contrary, each Member acknowledges and agrees that in the event such Member is entitled to transfer its interest from the Company, prior to the effectiveness of such transfer, such Member shall be obligated to fund such Capital Contributions as may be required under the terms of the Facility as a result of such transfer; provided, that in no event shall any amounts funded by such Member exceed its uncalled Capital Commitment. (h) In addition to and without any limitation to the transfers permitted hereunder, each Member hereby consents to the transfer by the Regents of its interest in the Company to an Affiliate, consents to the admission to the Company of such Affiliate as a substituted Member, and waives any requirement to deliver an opinion in connection with such transfer; provided, (i) that such Affiliate executes an agreement with the Company that it agrees to be bound by all of the terms, conditions and obligations of, and to make all of the representations of, a Member of the Company as set forth in this Agreement with respect to the transferred interest, (ii) the Affiliate is able to satisfy its financial obligations under this Agreement, as reasonably determined by the Company and (iii) the transfer is approved by the lenders under the terms of any applicable Facility.

Transfers by Members. (a) Other than with respect to the sale and transfer of the interest of a Defaulting Member in accordance with Section 3.02, the interest of a No Member may not be transferred or assigned transfer its interest in the Company without Prior Approval and may not be pledged or otherwise hypothecated without Prior Board Approval. In addition, other than in accordance with the preceding sentence, the interest of a Member may not be assigned without first offering the other Member a right of first refusal to purchase the interest as set forth in Section 7.01(f). Notwithstanding the foregoing, without Approval or the offering of such right of first refusalPrior Board Approval, any (i) a Member may assign Transfer its entire interest Entire Interest to an Affiliate of such Member, if ; provided that either (1) such transferee provides evidence reasonably satisfactory to the assignor Company of its financial capacity to meet the obligations of the transferring Member under this Agreement and any Subscription Agreement to which the transferring Member is a party or (2) the transferring Member remains liable for its Capital Commitment. Commitment and its obligations hereunder and (ii) any Member may make a transfer in accordance with Section 8.3(e), in each case if such Transfer is otherwise in accordance with the requirements of this Section 7.1. (b) No assignment Transfer by a Member shall be binding upon the Company until the Company receives an executed copy of such assignment, which shall be in form and substance satisfactory to documentation as reasonably requested by the other Member, and any assignment pursuant Member to show such Transfer is in accordance with this Section 7.01(a) shall be subject to satisfaction of the conditions set forth in Section 7.01(e)7.1. (bc) Any Person which acquires a an interest in the Company interest by assignment Transfer in accordance with the provisions of this Agreement shall be admitted as a substitute Member only upon approval Member, provided the requirements of the non-transferring Memberthis Agreement are satisfied. The admission of an assignee a transferee as a substitute Member shall be conditioned upon the assigneetransferee’s written assumption, in form and substance reasonably satisfactory to the other Member, of all obligations of the assignor transferor in respect of the assigned Transferred interest and execution of an instrument reasonably satisfactory to the other Member whereby such assignee transferee becomes a party to this Agreement. (cd) In the event any Member shall be adjudicated as bankrupt, or in the event of the winding up or liquidation of a Member, the legal representative of such Member shall, upon written notice to the other Member of the happening of any of such events and satisfaction of the conditions set forth in Section 7.01(e)happening, become an assignee a transferee of such Member’s interest, subject to all of the terms of this Agreement as then in effect. (de) Any assignee transferee of the interest of a Member, irrespective of whether such assignee transferee has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of such assignment Transfer to have agreed to be subject to the terms and provisions of this Agreement in the same manner as its assignortransferor. (ef) As additional conditions to the validity of any assignment Transfer of a Member’s interest, such assignment Transfer shall not: (i) cause the securities issued by the Company to be required to be registered under violate the registration provisions of the U.S. Securities Act of 1933, as amended, or the securities laws of any applicable jurisdiction,; (ii) cause the Company to cease be required to be entitled to the exemption from the definition of register as an “investment company” pursuant to Section 3(c)(7) of under the 1940 Act, and the rules and regulations of the SEC thereunder,; (iii) result in the termination of the Company under the Code or in the Company being classified as a “publicly traded partnership” under the Code,; (iv) unless the other Member waives in writing the application of this clause (iv) with respect to such assignment Transfer (which the other Member may refuse to do in its absolute discretion), be to a Person which is an ERISA Plan, ; or (v) cause the Company or the other Member to be in violation of, or effect an assignment Transfer to a Person that is in violation of, applicable Investor Laws. The non-assigning Transferring Member may require reasonable evidence as to the foregoing, including, without limitation, an opinion of counsel reasonably acceptable to the non-assigning memberTransferring Member. Any purported assignment Transfer as to which the conditions set forth in the foregoing clauses (i) through (v) are not satisfied shall be void ab initio. An assigning A Transferring Member shall be responsible for all costs and expenses incurred by the Company, including, without limitation, including reasonable legal fees and expenses, in connection with any assignment Transfer or proposed assignmentTransfer. (f) Except for assignments under the third sentence of Section 7.01(a) or with respect to sales or transfers pursuant to Section 3.02, each Member hereby unconditionally and irrevocably grants to the other Member or its designee a right of first refusal to purchase all, but not less than all, of any interest in the Company that such assigning Member may propose to assign to another Person, at the same price and on the same terms and conditions as those offered to the prospective assignee. (i) Each Member proposing to make an assignment that is subject to this Section 7.01(f) must deliver a notice (a “Notice of Intent”) to the other Member not later than thirty (30) days prior to the proposed closing date of such assignment. The Notice of Intent shall contain the material terms and conditions (including, without limitation, price and form of consideration) of the proposed assignment and the identity of the prospective assignee. (ii) To exercise its right of first refusal under this Section 7.01(f), the Member receiving the Notice of Intent must deliver a notice to the selling Member within forty-five (45) days of receipt of such Notice of Intent (the “Acceptance Period”), stating that it elects to exercise its right of first refusal and, if applicable, providing the identity of any Person that the non-assigning Member designates as the purchaser. (iii) Following expiration of the Acceptance Period, the selling Member shall be free to assign interest in the Company to a third party in a Transfer (which third party shall be the party identified in the Notice of Intent, if known by the selling Member) that otherwise meets the requirements of this Section 7.01 on terms and conditions it deems acceptable (but at a price not less than the price and on terms not more favorable to the third-party purchaser than the price and terms stated in the Notice of Intent); provided that the sale takes place within sixty (60) days after the expiration of the Acceptance Period (the “Sale Period”). To the extent the selling Member assigns its interest in the Company during the Sale Period, the selling Member shall promptly notify the Company, and the Company shall promptly notify the other Member, as to the terms of the assignment and the name of each of the owners to whom the interest was assigned. If no assignment occurs during the Sale Period, then any attempted assignment of the interest shall again be subject to the right of first offer set forth in this Section 7.01(f) and the procedures of this Section 7.01(f) shall be repeated de novo. (g) Notwithstanding anything in this Agreement to the contrary, each Member acknowledges and agrees that in the event such Member is entitled to transfer its interest from the Company, prior to the effectiveness of such transfer, such Member shall be obligated to fund such Capital Contributions as may be required under the terms of the Facility as a result of such transfer; provided, that in no event shall any amounts funded by such Member exceed its uncalled Capital Commitment.

Transfers by Members. (a) Other than with respect Subject to the sale and transfer requirements of this Article VII, all or a portion of the interest of a Defaulting Member in accordance with Section 3.02, the interest Entire Interest of a Member may not be transferred Transferred with Board Approval or assigned without Prior Approval and may not be pledged or otherwise hypothecated without Prior Approval. In addition, other than in accordance with all of the preceding sentence, the interest Entire Interest of a Member may not be assigned without first offering Transferred to an Affiliate of the other transferring Member a right of first refusal to purchase who remains liable for the interest as set forth in Section 7.01(f)transferring Member’s Capital Commitments. Notwithstanding the foregoing, without Approval or the offering of such right of first refusalBoard Approval, (i) any Member may assign its entire interest to an Affiliate make a Transfer in accordance with Section 7.01(g) or Section 8.03(e), in each case if the Transfer is otherwise in accordance with the requirements of this Article VII, and (ii) equityholders in each Member may Transfer or redeem their ownership of such Member, if permitted by such Member, provided, that in the assignor remains liable for its Capital Commitment. case of Windward, such Transfer or redemption does not result in a Windward Change in Control. (b) No assignment Transfer by a Member shall be binding upon the Company until the Company receives an executed copy of such assignment, which shall be in form and substance satisfactory to the documentation as reasonably requested by the other Member, and any assignment pursuant Member to show the Transfer is in accordance with this Section 7.01(a) shall be subject to satisfaction of the conditions set forth in Section 7.01(e)Article VII. (bc) Any Person which acquires a an interest in the Company interest by assignment Transfer in accordance with the provisions of this Agreement shall be admitted as a substitute Member only upon approval Member, provided the requirements of the non-transferring Memberthis Agreement are satisfied. The admission of an assignee a transferee as a substitute Member shall be conditioned upon the assigneetransferee’s written assumption, in form and substance reasonably satisfactory to the other Member, of all obligations of the assignor transferor in respect of the assigned Transferred interest and execution of an instrument reasonably satisfactory to the other Member whereby such assignee the transferee becomes a party to this Agreement and makes the representations set forth in Section 2.01 of this Agreement. (cd) In the event any Member shall be adjudicated as bankrupt, or in the event of the winding up or liquidation of a Member, the legal representative of such the Member shall, upon written notice to the other Member of the happening of any of such events and satisfaction happening, become a transferee of the conditions set forth in Section 7.01(e), become an assignee of such Member’s interest, subject to all of the terms of this Agreement as then in effect. (de) Any assignee transferee of the interest of a Member, irrespective of whether such assignee the transferee has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of such assignment the Transfer to have agreed to be subject to the terms and provisions of this Agreement in the same manner as its assignortransferor. (ef) As additional conditions to the validity of any assignment Transfer of a Member’s interest, such the assignment shall not: (i) cause the securities issued by the Company to be required to be registered under violate the registration provisions of the U.S. Securities Act of 1933, as amended, or the securities laws of any applicable jurisdiction,; (ii) cause the Company to cease to be entitled to the exemption from the definition of an “investment company” pursuant to Section 3(c)(7) of the 1940 Act, Act and the rules and regulations of the SEC thereunder,Securities and Exchange Commission under the 1940 Act; (iii) result in the termination of the Company under the Code or in the Company being classified as a “publicly traded partnership” under the Code,; (iv) unless the other Member waives in writing the application of this clause (iv) with respect to such assignment (which the other Member may refuse to do in its absolute discretion), be to a Person which is an ERISA Plan, ; or (v) cause the Company or the other Member to be in violation of, or effect an assignment to a Person that is in violation of, applicable Investor Laws. The non-assigning Transferring Member may require reasonable evidence as to the foregoingconditions set forth in clauses (i) through (v), including, without limitation, including an opinion of counsel reasonably acceptable to the non-assigning memberTransferring Member. Any purported assignment Transfer as to which the conditions set forth in the foregoing clauses (i) through (v) are not satisfied shall be void ab initio. An assigning A Transferring Member shall be responsible for all costs and expenses incurred by the Company, including, without limitation, including reasonable legal fees and expenses, in connection with any assignment or proposed assignment. (fg) Except for assignments under Transfers of all of a Member’s Entire Interest to an Affiliate of the third sentence of Section 7.01(a) or with respect to sales or transfers pursuant to Section 3.02Member who remains liable for the transferring Member’s Capital Commitments, each Member hereby unconditionally and irrevocably grants to the other Member or its designee a right of first refusal offer to purchase or designate a third party to purchase all, but not less than all, of any interest in the Company that such assigning the other Member may propose to assign Transfer to another Person, Person at the same price and on the same terms and conditions as those offered to the prospective assigneevaluation most recently approved in accordance with Section 9.05. (i) Each The Member proposing to make an assignment a Transfer that is would be subject to this Section 7.01(f7.01(g) must deliver a written notice of its intention to Transfer the interest (a the “Notice of Intent”) to the other Member not later than thirty (30) days prior to the proposed closing date of such assignmentthe Transfer. The Notice of Intent shall contain the material terms and conditions (including, without limitation, price and form of consideration) of the proposed assignment Transfer and shall identify the identity proposed transferee of the prospective assigneesuch interest, if known. (ii) To exercise its right of first refusal under this Section 7.01(f), the The Member receiving the Notice of Intent must deliver shall have the right, for a notice to period of fifteen (15) business days from the selling Member within forty-five (45) days date of receipt of such the Notice of Intent (the “Acceptance Period”), to accept the interest or to designate a third-party purchaser to accept the interest at the valuation most recently approved in accordance with Section 9.05 and on the terms stated in the Notice of Intent. The acceptance shall be made by delivering a written notice to the selling Member and the Company within the Acceptance Period stating that it elects to exercise its right of first refusal offer and, if applicable, providing the identity of any Person that the non-assigning transferring Member designates as the purchaser. (iii) Following expiration of the Acceptance Period, the selling Member shall be free to assign sell its interest in the Company to a third party in a Transfer (which third party shall be the party identified in the Notice of Intent, if known by the selling Member) that otherwise meets the requirements of this Section 7.01 on terms and conditions it deems acceptable (but at a price not less than the price and on terms not more favorable to the third-party purchaser than the price and terms stated in the Notice of Intent); provided that the sale takes place within sixty (60) days after the expiration of the Acceptance Period (the “Sale Period”). To the extent the selling Member assigns Transfers its interest in the Company during the Sale Period, the selling Member shall promptly notify the Company, and the Company shall promptly notify the other Member, as to the terms of the assignment Transfer and the name of each of the owners to whom the interest was assignedTransferred. If no assignment sale occurs during the Sale Period, then any attempted assignment Transfer of the interest shall again be subject to the right of first offer set forth in this Section 7.01(f7.01(g) and the procedures of this Section 7.01(f7.01(g) shall be repeated de novo. (g) Notwithstanding anything in this Agreement to the contrary, each Member acknowledges and agrees that in the event such Member is entitled to transfer its interest from the Company, prior to the effectiveness of such transfer, such Member shall be obligated to fund such Capital Contributions as may be required under the terms of the Facility as a result of such transfer; provided, that in no event shall any amounts funded by such Member exceed its uncalled Capital Commitment.

Transfers by Members. (a) Other than with respect Subject to the sale and transfer requirements of the interest this Article 7, any portion of a Defaulting Member Member’s interest in accordance the Company may be Transferred with Section 3.02, the interest of a Member may not be transferred or assigned without Prior Approval and may not be pledged or otherwise hypothecated without Prior Committee Approval. In addition, other than in accordance with the preceding sentence, the interest of a Member may not be assigned without first offering the other Member a right of first refusal to purchase the interest as set forth in Section 7.01(f). Notwithstanding the foregoing, without Approval or the offering of such right of first refusal, any Member may assign its entire interest to an Affiliate make a transfer in accordance with Section 8.3(e), in each case if such Transfer is otherwise in accordance with the requirements of such Memberthis Article 7 (each, if a “Permitted Transfer”); provided, that in each case, the assignor transferor remains liable for its Capital Commitment. . (b) No assignment Transfer by a Member shall be binding upon the Company until the Company receives an executed copy of such assignment, which shall be in form and substance satisfactory to documentation as reasonably requested by the other Member, and any assignment pursuant Members to demonstrate that such Transfer is in accordance with this Section 7.01(a) shall be subject to satisfaction of the conditions set forth in Section 7.01(e)Article 7. (bc) Any Person which acquires a an interest in the Company interest by assignment Transfer in accordance with the provisions of this Agreement shall be admitted as a substitute Member only upon approval Member, provided that the requirements of the non-transferring Memberthis Agreement are satisfied. The admission of an assignee a transferee as a substitute Member shall be conditioned upon the assigneetransferee’s written assumption, in form and substance reasonably satisfactory to the other MemberMembers, of all obligations of the assignor transferor in respect of the assigned Transferred interest and execution of an instrument reasonably satisfactory to the other Member Members whereby such assignee transferee becomes a party to this Agreement. Any transferee of the interest of a Member, irrespective of whether such transferee has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of such Transfer to have agreed to be subject to the terms and provisions of this Agreement in the same manner as its transferor. (cd) The Capital Contribution of a Member that is an assignee of all or a portion of an membership interest in the Company shall include the Capital Contribution of the assignor (or a pro rata portion thereof in the case of an assignment of less than the Entire Interest of the assignor). (e) In the event any Member shall be adjudicated as bankrupt, or in the event of the winding up or liquidation of a Member, the legal representative of such Member shall, upon written notice to the other Member Members of the happening of any of such events and satisfaction of the conditions set forth in Section 7.01(e)happening, become an assignee a transferee of such Member’s interest, subject to all of the terms of this Agreement as then in effect. (d) Any assignee of the interest of a Member, irrespective of whether such assignee has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of such assignment to have agreed to be subject to the terms and provisions of this Agreement in the same manner as its assignor. (ef) As additional conditions to the validity of any assignment Transfer of a Member’s interest, such assignment shall not: (i) cause the securities issued by the Company to be required to be registered under violate the registration provisions of the U.S. Securities Act of 1933, as amended, or the securities laws of any applicable jurisdiction,; (ii) cause the Company to cease to be entitled to the exemption from the definition of an “investment company” pursuant to either Section 3(c)(1) or Section 3(c)(7) of the 1940 ActU.S. Investment Company Act of 1940, and the rules and regulations of the SEC thereunder,as amended; (iii) result in the termination of Company having more than ninety (90) members; (iv) cause the Company under the Code or in the Company being classified to be treated as a “publicly traded partnership” under subject to tax as a corporation within the meaning of Section 7704 of the Code,; (ivv) unless each of the other Member Members waives in writing the application of this clause (ivv) with respect to such assignment (which any of the other Member Members may refuse to do in its absolute discretion), be to a Person which is an ERISA Planemployment benefit plan within the meaning of the U.S. Employee Retirement Income Security Act of 1974, as amended from time to time; or (vvi) cause the Company or the any other Member to be in violation of, or effect an assignment to a Person that is in violation of, applicable Investor Lawslaw. The non-assigning Transferring Member may require reasonable evidence as to the foregoing, including, without limitation, including an opinion of counsel reasonably acceptable to the non-assigning memberTransferring Member (which may be in-house counsel of such Transferring Member). Any purported assignment Transfer as to which the conditions set forth in the foregoing clauses (i) through (vvi) of this Section 7.1(f) are not satisfied shall be void ab initio. An assigning A Transferring Member shall be responsible for all costs and expenses Expenses incurred by the Company, including, without limitation, including reasonable legal fees and expenses, in connection with any assignment or proposed assignment. (fg) Except for assignments under the third sentence of Section 7.01(a) or with respect to sales or transfers pursuant to Section 3.02, each Member BCSF hereby unconditionally and irrevocably grants to the other Member or its designee Amberstone, and Amberstone hereby unconditionally and irrevocably grants to BCSF, a right of first refusal offer to purchase or designate a third party to purchase all, but not less than all, of any interest in the Company that such assigning Member may propose to assign Transfer to another Person, at Person in accordance with the same price and on the same terms and conditions as those offered to the prospective assignee.following: (i) Each The Member proposing to make an assignment a Transfer that is would be subject to this Section 7.01(f7.1(g) must deliver a written notice of its intention to Transfer such interest (a the “Notice of Intent”) to the other Member Members not later than thirty twenty (3020) days Business Days prior to the proposed closing date of such assignmentTransfer. The Such Notice of Intent shall contain the proposed purchase price for the interest subject of such proposed Transfer and the other material terms and conditions (including, without limitation, price of such proposed Transfer and form of consideration) of shall identify the proposed assignment and the identity transferee of the prospective assigneesuch interest, if known. (ii) To exercise its right of first refusal under this Section 7.01(f), the The Member receiving the Notice of Intent must deliver shall have the right, for a notice to period of fifteen (15) Business Days from the selling Member within forty-five (45) days date of receipt of such the Notice of Intent (the “Acceptance Period”), to accept the interest or to designate a third-party purchaser to accept such interest at the valuation most recently approved in accordance with Section 9.5 and on the other terms stated in the Notice of Intent. Such acceptance shall be made by delivering a written notice to the selling Member and the Company within the Acceptance Period stating that it elects to exercise its right of first refusal offer and, if applicable, providing the identity of any Person that the non-assigning transferring Member designates as the purchaser. (iii) Following expiration of the Acceptance Period, the selling Member shall be free to assign sell its interest in the Company to a third party in a Transfer (which third party shall be the party identified in the Notice of Intent, if known by the selling Member) that otherwise meets the requirements of this Section 7.01 7.1 on terms and conditions it deems acceptable (but at a price not less than the price and on terms not more favorable to the third-party purchaser thereof than the price and terms stated in the Notice of Intent); provided that the such sale takes place within sixty one hundred and eighty (60180) calendar days after the expiration of the Acceptance Period (the “Sale Period”). To the extent the selling Member assigns Transfers its interest in the Company during the Sale Period, the selling Member shall promptly notify the Company, and the Company shall promptly notify the other MemberMembers, as to the terms of the assignment such Transfer and the name of each of the owners owner(s) to whom the interest was assignedTransferred. If no assignment such sale occurs during the Sale Period, then any attempted assignment Transfer of the such interest shall again be subject to the right of first offer set forth in this Section 7.01(f7.1(g) and the such procedures of this Section 7.01(f) shall be repeated de novo. (giv) To the extent any amounts are owed by a Defaulting Member to a Loan Holder with respect to a Default Loan, any purchase price that would otherwise be payable to such Defaulting Member under this Section 7.1(g) shall instead first be paid to the Loan Holder pursuant to the terms of Section 3.3(a)(iv) hereof, until each such Default Loan (and any interest thereon) has been repaid in full with the remainder thereof, if any, payable to the Defaulting Member. (h) Notwithstanding anything any provision contained in this Agreement to the contrary, each Member acknowledges and agrees that (i) this Section 7.1 shall apply mutatis mutandis to the Subordinated Notes as if such Subordinated Notes constituted an interest in the event such Company and (ii) a Transfer by a Member is entitled to transfer of its interest from in the Company, prior Company and its Subordinated Notes shall be effective only if the Transferring Member simultaneously transfers or assigns the same proportion of its interest in the Company and its Subordinated Notes to the effectiveness of such transfer, such Member shall be obligated to fund such Capital Contributions as may be required under the terms of the Facility as a result of such transfer; provided, that in no event shall any amounts funded by such Member exceed its uncalled Capital Commitmentsame Person.

Transfers by Members. (a) Other than with respect No Member shall transfer, assign, pledge or otherwise hypothecate its interest without Board Approval (which approval shall not be unreasonably withheld). In addition, if a Member is excepted from the definition of an “investment company” (as that term is defined in the Investment Company Act) pursuant to Section 3(c)(1) or Section 3(c)(7) thereof, such Member shall not permit any investor in such Member to transfer, assign, pledge or otherwise hypothecate such investor's interest in such Member without Board Approval (which approval shall not be unreasonably withheld). Notwithstanding anything in this Section 7.1(a) to the sale and transfer contrary, to the extent not prohibited by the terms of the any Facility, each Member may pledge, assign or hypothecate its interest of a Defaulting to senior credit facility provider for such Member in accordance compliance with Section 3.02, the interest of a Member may not be transferred or assigned without Prior Approval and may not be pledged or otherwise hypothecated without Prior Approvalall applicable securities laws with prior written notice to each other Member. In addition, other than in accordance with the preceding sentence, the interest of a Member may not be assigned without first offering the other Member a right of first refusal to purchase the interest as set forth in Section 7.01(f7.1(f). Notwithstanding the foregoingforegoing or any other provision contained herein to the contrary, without Board Approval or the offering of such right of first refusal, any SkyKnight or NMFC in its capacity as an initial Member may assign its entire interest to an Affiliate of such Member (which may be reassigned in whole but not in part to one or more additional Affiliates of such Member) with prior written notice to each other Member, if SkyKnight or NMFC (as applicable) in its capacity as the assignor remains liable for its Capital Commitment. No assignment by a Member shall be binding upon the Company until the Company receives an executed copy of such assignment, which shall be in form and substance reasonably satisfactory to the other Member, and any assignment pursuant to this Section 7.01(a7.1(a) shall be subject to satisfaction of the conditions set forth in Section 7.01(e7.1(e). (b) Any Person which acquires a Company interest by assignment in accordance with the provisions of this Agreement shall be admitted as a substitute Member only upon approval of the non-transferring Member. The admission of an assignee as a substitute Member shall be conditioned upon the assignee’s written assumption, in form and substance satisfactory to the other Member, of all obligations of the assignor in respect of the assigned interest and execution of an instrument reasonably satisfactory to the other Member whereby such assignee becomes a party to this Agreement. (c) In the event any Member shall be adjudicated as bankrupt, or in the event of the winding winding-up or liquidation of a Member, the legal representative of such Member shall, upon written notice to the other Member of the happening of any of such events and satisfaction of the conditions set forth in Section 7.01(e7.1(e), become an assignee of such Member’s interest, subject to all of the terms of this Agreement as then in effect. (d) Any assignee of the interest of a Member, irrespective of whether such assignee has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of such assignment to have agreed to be subject to the terms and provisions of this Agreement in the same manner as its assignor. (e) As additional conditions to the validity of any assignment of a Member’s interest, such assignment shall not: (i) cause the securities issued by the Company to be required to be registered under the registration provisions of the U.S. Securities Act of 1933, as amended, or the securities laws of any applicable other jurisdiction,; (ii) cause the Company to cease to be entitled to the exemption from the definition of an “investment company” pursuant to Section 3(c)(7) of the 1940 Act, Investment Company Act and the rules and regulations of the SEC thereunder,; (iii) result in the termination of the Company under the Code or in the Company being classified as a “publicly traded partnership” under the Code, (iv) unless the other Member waives in writing the application of this clause (iviii) with respect to such assignment (which the other Member may refuse to do in its absolute discretion), be to a Person which is an ERISA Plan, or; (viv) cause the Company or the other Member to be in violation of, or effect an assignment to a Person that is in violation of, applicable Investor Laws; or (v) cause the Company to be treated as a publicly traded partnership taxable as a corporation for federal tax purposes. The non-assigning Member may require reasonable evidence as to the foregoing, including, without limitation, an opinion of counsel reasonably acceptable to the non-assigning memberMember. Any purported assignment as to which the conditions set forth in the foregoing clauses (i) through (viv) are not satisfied shall be void ab initio. An assigning Member shall be responsible for all costs and expenses incurred by the Company, including, without limitation, reasonable legal fees and expenses, in connection with any assignment or proposed assignment. (f) Except for assignments under the third sentence of Section 7.01(a) or with respect to sales or transfers pursuant to Section 3.02, each Each Member hereby unconditionally and irrevocably grants to the other Member or its designee a right of first refusal to purchase all, but not less than all, of any interest in the Company that such assigning Member may propose to assign to another Person, at the same price and on the same terms and conditions as those offered to the prospective assignee. (i) . Each Member proposing to make an assignment that is subject to this Section 7.01(f7.1(f) must deliver a notice (a “Notice of Intent”) to the other Member not later than thirty (30) days prior to the proposed closing date of such assignment. The Notice of Intent Such notice shall contain the material terms and conditions (including, without limitation, price and form of consideration) of the proposed assignment and the identity of the prospective assignee. (ii) . To exercise its right of first refusal under this Section 7.01(f7.1(f), the other Member receiving the Notice of Intent must deliver a notice to the selling Member within forty-five fifteen (4515) days of receipt of such Notice of Intent (the “Acceptance Period”)notice, stating that it elects to exercise its right of first refusal and, if applicable, providing the identity of any Person Person(s) (including third parties unaffiliated with the exercising Member) that the non-assigning Member designates as the purchaser. (iii) Following expiration of the Acceptance Period, the selling Member shall be free to assign interest in the Company to a third party in a Transfer (which third party shall be the party identified in the Notice of Intent, if known by the selling Member) that otherwise meets the requirements of this Section 7.01 on terms and conditions it deems acceptable (but at a price not less than the price and on terms not more favorable to the third-party purchaser than the price and terms stated in the Notice of Intentpurchaser(s); provided that the sale takes place within sixty (60) days after the expiration of the Acceptance Period (the “Sale Period”). To the extent the selling Member assigns its interest in the Company during the Sale Period, the selling Member shall promptly notify the Company, and the Company shall promptly notify the other Member, as to the terms of the assignment and the name of each of the owners to whom the interest was assigned. If no assignment occurs during the Sale Period, then any attempted assignment of the interest shall again be subject to the right of first offer set forth in this Section 7.01(f) and the procedures of this Section 7.01(f) shall be repeated de novo. (g) Notwithstanding anything in this Agreement to the contrary, each Member acknowledges and agrees that in the event such Member is entitled to transfer its interest from in the Company, prior to the effectiveness of such transfer, such Member shall be obligated to fund take such actions as are required to satisfy any restrictions on such transfer under any Facility (e.g., funding such Capital Contributions as may be required under the terms of the a Facility as a result of such transfer; provided, provided that in no event shall any amounts funded by such Member exceed the remaining amount of its uncalled Capital Commitment).

Transfers by Members. (a) Other than with respect to the sale and transfer of the interest of a Defaulting Member in accordance with Section 3.023.03, the interest of a Member may not be transferred or assigned without Prior Board Approval and may not be pledged or otherwise hypothecated without Prior Board Approval. In addition, other than in accordance with the preceding sentence, the interest of a Member may not be assigned without first offering the other Member a right of first refusal to purchase the interest as set forth in Section 7.01(f). Notwithstanding the foregoing, without Board Approval or the offering of such right of first refusal, any Member may assign its entire interest to an Affiliate of such MemberMember (which, with respect to OSTRS, shall include (1) an affiliate, successor or affiliated governmental entity of the State of Ohio, or (2) an entity established by the Ohio state legislature or by OSTRS’s Retirement Board which is a successor to substantially all of OSTRS’s assets under state law), if the assignor such Affiliate remains liable for its Capital Commitment. No assignment by a Member shall be binding upon the Company until the Company receives an executed copy of such assignment, which shall be in form and substance satisfactory to the other Member, and any assignment pursuant to this Section 7.01(a) shall be subject to satisfaction of the conditions set forth in Section 7.01(e). (b) Any Person which acquires a Company interest by assignment in accordance with the provisions of this Agreement shall be admitted as a substitute Member only upon approval of the non-transferring Member. The admission of an assignee as a substitute Member shall be conditioned upon the assignee’s written assumption, in form and substance satisfactory to the other Member, of all obligations of the assignor in respect of the assigned interest and execution of an instrument satisfactory to the other Member whereby such assignee becomes a party to this Agreement. (c) In the event any Member shall be adjudicated as bankrupt, or in the event of the winding up or liquidation of a Member, the legal representative of such Member shall, upon written notice to the other Member of the happening of any of such events and satisfaction of the conditions set forth in Section 7.01(e), become an assignee of such Member’s interest, subject to all of the terms of this Agreement as then in effect. (d) Any assignee of the interest of a Member, irrespective of whether such assignee has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of such assignment to have agreed to be subject to the terms and provisions of this Agreement in the same manner as its assignor. (e) As additional conditions to the validity of any assignment of a Member’s interest, such assignment shall not: (i) cause the securities issued by the Company to be required to be registered under the registration provisions of the U.S. Securities Act of 1933, as amended, or the securities laws of any applicable jurisdiction, (ii) cause the Company to cease to be entitled to the exemption from the definition of an “investment company” pursuant to Section 3(c)(7) of the 1940 Act, and the rules and regulations of the SEC thereunder, (iii) result in the termination of the Company under the Code or in the Company being classified as a “publicly traded partnership” under the Code, (iv) unless the other Member waives in writing the application of this clause (iv) with respect to such assignment (which the other Member may refuse to do in its absolute discretion), be to a Person which is an ERISA Plan, or (v) cause the Company or the other Member to be in violation of, or effect an assignment to a Person that is in violation of, applicable Investor Laws. The non-assigning Member may require reasonable evidence as to the foregoing, including, without limitation, an opinion of counsel reasonably acceptable to the non-assigning member. Any purported assignment as to which the conditions set forth in the foregoing clauses (i) through (v) are not satisfied shall be void ab initio. An assigning Member shall be responsible for all costs and expenses incurred by the Company, including, without limitation, reasonable legal fees and expenses, in connection with any assignment or proposed assignment. (f) Except for assignments under the third sentence of Section 7.01(a) or with respect to sales or transfers pursuant to Section 3.023.03, each Member hereby unconditionally and irrevocably grants to the other Member or its designee a right of first refusal to purchase all, but not less than all, of any interest in the Company that such assigning Member may propose to assign to another Person, at the same price and on the same terms and conditions as those offered to the prospective assignee. (i) Each Member proposing to make an assignment that is subject to this Section 7.01(f) must deliver a notice (a “Notice of Intent”) to the other Member not later than thirty (30) days prior to the proposed closing date of such assignment. The Notice of Intent shall contain the material terms and conditions (including, without limitation, price and form of consideration) of the proposed assignment and the identity of the prospective assignee. (ii) To exercise its right of first refusal under this Section 7.01(f), the Member receiving the Notice of Intent must deliver a notice to the selling Member within forty-five (45) days of receipt of such Notice of Intent (the “Acceptance Period”), stating that it elects to exercise its right of first refusal and, if applicable, providing the identity of any Person that the non-assigning Member designates as the purchaser. (iii) Following expiration of the Acceptance Period, the selling Member shall be free to assign interest in the Company to a third party in a Transfer (which third party shall be the party identified in the Notice of Intent, if known by the selling Member) that otherwise meets the requirements of this Section 7.01 on terms and conditions it deems acceptable (but at a price not less than the price and on terms not more favorable to the third-party purchaser than the price and terms stated in the Notice of Intent); provided that the sale takes place within sixty (60) days after the expiration of the Acceptance Period (the “Sale Period”). To the extent the selling Member assigns its interest in the Company during the Sale Period, the selling Member shall promptly notify the Company, and the Company shall promptly notify the other Member, as to the terms of the assignment and the name of each of the owners to whom the interest was assigned. If no assignment occurs during the Sale Period, then any attempted assignment of the interest shall again be subject to the right of first offer set forth in this Section 7.01(f) and the procedures of this Section 7.01(f) shall be repeated de novo. (g) Notwithstanding anything in this Agreement to the contrary, each Member acknowledges and agrees that in the event such Member is entitled to transfer its interest from the Company, prior to the effectiveness of such transfer, such Member shall be obligated to fund such Capital Contributions as may be required under the terms of the Facility as a result of such transfer; provided, that in no event shall any amounts funded by such Member exceed its uncalled Capital Commitment.

Transfers by Members. (a) Other than with respect Subject to the sale and transfer requirements of this Article VIII, (i) all or a portion of the interest of a Defaulting Member in accordance with Section 3.02, the interest Entire Interest of a Member may be Transferred with either Board Approval or the approval of the other Members, which approval shall not be transferred unreasonably withheld, or assigned without Prior Approval and may not be pledged or otherwise hypothecated without Prior Approval. In addition, other than in accordance with (ii) all of the preceding sentence, the interest Entire Interest of a Member may not be assigned without first offering Transferred to an Affiliate of the other transferring Member a right of first refusal to purchase who remains liable for the interest as set forth in Section 7.01(f)transferring Member’s Capital Commitments. Notwithstanding the foregoing, without Board Approval or the offering approval of such right of first refusalthe other Members, (A) any Member may assign its entire interest to an Affiliate make a Transfer in accordance with Section 9.03(e) if the Transfer is otherwise in accordance with the requirements of this Article VIII, and (B) equityholders in each Member may Transfer or redeem their ownership of such Member, if permitted by such Member, provided, that in the assignor remains liable for its Capital Commitment. case of Newtek or Peak Rock, such Transfer or redemption does not result in a Newtek Change in Control or Peak Rock Change of Control, as applicable. (b) No assignment Transfer by a Member shall be binding upon the Company until the Company receives an executed copy of such assignment, which shall be in form and substance satisfactory to the documentation as reasonably requested by the other Member, and any assignment pursuant Member to show the Transfer is in accordance with this Section 7.01(a) shall be subject to satisfaction of the conditions set forth in Section 7.01(e)Article VIII. (bc) Any Person which acquires a an interest in the Company interest by assignment Transfer in accordance with the provisions of this Agreement shall be admitted as a substitute Member only upon approval Member, provided the requirements of the non-transferring Memberthis Agreement are satisfied. The admission of an assignee a transferee as a substitute Member shall be conditioned upon the assigneetransferee’s written assumption, in form and substance reasonably satisfactory to the other Member, of all obligations of the assignor transferor in respect of the assigned Transferred interest and execution of an instrument reasonably satisfactory to the other Member whereby such assignee the transferee becomes a party to this Agreement and makes the representations set forth in Section 2.01 of this Agreement. (cd) In the event any Member shall be adjudicated as bankrupt, or in the event of the winding up or liquidation of a Member, the legal representative of such the Member shall, upon written notice to the other Member of the happening of any of such events and satisfaction happening, become a transferee of the conditions set forth in Section 7.01(e), become an assignee of such Member’s interest, subject to all of the terms of this Agreement as then in effect. (de) Any assignee transferee of the interest of a Member, irrespective of whether such assignee the transferee has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of such assignment to have agreed to be subject to the terms and provisions of this Agreement in the same manner as its assignor.shall (ef) As additional conditions to the validity of any assignment Transfer of a Member’s interest, such the assignment shall not: : (i) cause the securities issued by the Company to be required to be registered under violate the registration provisions of the U.S. Securities Act of 1933, as amended, or the securities laws of any applicable jurisdiction, ; (ii) cause the Company to cease to be entitled to the exemption from the definition of an “investment company” pursuant to Section 3(c)(7) of the 1940 Act, Act and the rules and regulations of the SEC thereunder, Securities and Exchange Commission under the 1940 Act; (iii) result in the termination of the Company under the Code or in the Company being classified as a “publicly traded partnership” under the Code, ; (iv) unless the other Member waives in writing the application of this clause (iv) with respect to such assignment (which the other Member may refuse to do in its absolute discretion), be to a Person which is an ERISA Plan, or ; or (v) cause the Company or the other Member to be in violation of, or effect an assignment to a Person that is in violation of, applicable Investor Laws. The non-assigning Transferring Member may require reasonable evidence as to the foregoingconditions set forth in clauses (i) through (v), including, without limitation, including an opinion of counsel reasonably acceptable to the non-assigning membernon- Transferring Member. Any purported assignment Transfer as to which the conditions set forth in the foregoing clauses (i) through (v) are not satisfied shall be void ab initio. An assigning A Transferring Member shall be responsible for all costs and expenses incurred by the Company, including, without limitation, including reasonable legal fees and expenses, in connection with any assignment or proposed assignment. (f) Except for assignments under the third sentence of Section 7.01(a) or with respect to sales or transfers pursuant to Section 3.02, each Member hereby unconditionally and irrevocably grants to the other Member or its designee a right of first refusal to purchase all, but not less than all, of any interest in the Company that such assigning Member may propose to assign to another Person, at the same price and on the same terms and conditions as those offered to the prospective assignee. (i) Each Member proposing to make an assignment that is subject to this Section 7.01(f) must deliver a notice (a “Notice of Intent”) to the other Member not later than thirty (30) days prior to the proposed closing date of such assignment. The Notice of Intent shall contain the material terms and conditions (including, without limitation, price and form of consideration) of the proposed assignment and the identity of the prospective assignee. (ii) To exercise its right of first refusal under this Section 7.01(f), the Member receiving the Notice of Intent must deliver a notice to the selling Member within forty-five (45) days of receipt of such Notice of Intent (the “Acceptance Period”), stating that it elects to exercise its right of first refusal and, if applicable, providing the identity of any Person that the non-assigning Member designates as the purchaser. (iii) Following expiration of the Acceptance Period, the selling Member shall be free to assign interest in the Company to a third party in a Transfer (which third party shall be the party identified in the Notice of Intent, if known by the selling Member) that otherwise meets the requirements of this Section 7.01 on terms and conditions it deems acceptable (but at a price not less than the price and on terms not more favorable to the third-party purchaser than the price and terms stated in the Notice of Intent); provided that the sale takes place within sixty (60) days after the expiration of the Acceptance Period (the “Sale Period”). To the extent the selling Member assigns its interest in the Company during the Sale Period, the selling Member shall promptly notify the Company, and the Company shall promptly notify the other Member, as to the terms of the assignment and the name of each of the owners to whom the interest was assigned. If no assignment occurs during the Sale Period, then any attempted assignment of the interest shall again be subject to the right of first offer set forth in this Section 7.01(f) and the procedures of this Section 7.01(f) shall be repeated de novo. (g) Notwithstanding anything in this Agreement to the contrary, each Member acknowledges and agrees that in the event such Member is entitled to transfer its interest from the Company, prior to the effectiveness of such transfer, such Member shall be obligated to fund such Capital Contributions as may be required under the terms of the Facility as a result of such transfer; provided, that in no event shall any amounts funded by such Member exceed its uncalled Capital Commitment.

Transfers by Members. (a) Other Within a period of five (5) years after the Initial Closing Date, other than with respect to the sale and transfer of the interest Membership Interest of a Defaulting Member or a Pledge Defaulting Member, as applicable, in accordance with Section 3.024.3, the interest Membership Interest of a Member may not be transferred or assigned without Prior Approval the prior written consent of the other Member and may not be pledged or otherwise hypothecated without Prior Approvalthe prior written consent of the other Member; provided, however, that CSL may pledge and/or assign its Membership Interest to the senior credit facility provider(s) for CSL with notice to the other Member within a reasonable time thereafter. In addition, other than in accordance with After the preceding sentenceexpiration of such five (5) year period, the interest Membership Interest of a Member may not be assigned without first offering the other Member a right of first refusal to purchase the interest Membership Interest as set forth in Section 7.01(f8.1(f). Notwithstanding the foregoing, without Approval the prior written consent of the other Member or the offering of such right of first refusal, any Member may assign its entire interest Membership Interest to an a wholly owned Affiliate of such Member, if the assignor remains liable for its Capital Commitment. No assignment by a Member shall be binding upon the Company until the Company receives an executed copy of such assignment, which shall be in form and substance satisfactory to the other Member, and any assignment pursuant to this Section 7.01(a8.1(a) shall be subject to satisfaction of the conditions set forth in Section 7.01(e8.1(e). (b) Any Person which acquires a Company interest Membership Interest by assignment in accordance with the provisions of this Agreement shall be admitted as a substitute Member only upon approval of the non-transferring other Member. The admission of an assignee as a substitute Member shall be conditioned upon the assignee’s written assumption, in form and substance satisfactory to the other Member, of all obligations of the assignor in respect of the assigned interest Membership Interest and execution of an instrument satisfactory to the other Member whereby such assignee becomes a party to this Agreement. (c) In the event any Member shall be adjudicated as bankrupt, or in the event of the winding up or liquidation of a Member, the legal representative of such Member shall, upon written notice to the other Member of the happening of any of such events and satisfaction of the conditions set forth in Section 7.01(e8.1(e), become an assignee of such Member’s interestMembership Interest, subject to all of the terms of this Agreement as then in effect. (d) Any assignee of the interest Membership Interest of a Member, irrespective of whether such assignee has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of such assignment to have agreed to be subject to the terms and provisions of this Agreement in the same manner as its assignor. (e) As additional conditions to the validity of any assignment of a Member’s interestMembership Interest, such assignment shall not: (i) cause the securities issued by the Company to be required to be registered under the registration provisions of the U.S. Securities Act of 1933, as amended, or the securities laws of any applicable jurisdiction,; (ii) cause the Company to cease to be entitled to the exemption from the definition of an “investment company” pursuant to Section 3(c)(7) of the 1940 Investment Company Act, and the rules and regulations of the SEC thereunder,; (iii) result in the termination of the Company under the Code or in the Company being classified as a “publicly traded partnership” under the Code,; (iv) unless the other Member waives in writing the application of this clause (iv) with respect to such assignment (which the other Member may refuse to do in its absolute discretion), be to a Person which is an ERISA Plan, ; (v) adversely impact CSL’s treatment of its investment in the Company for purposes of the Investment Company Act or for financial reporting purposes; or (vvi) cause the Company or the other Member to be in violation of, or effect an assignment to a Person that is in violation of, applicable Investor Laws. The non-assigning Member may require reasonable evidence as to the foregoing, including, without limitation, an opinion of counsel reasonably acceptable to the non-assigning member. Any purported assignment as to which the conditions set forth in the foregoing clauses (i) through (vvi) are not satisfied shall be void ab initio. An assigning Member shall be responsible for all costs and expenses incurred by the Company, including, without limitation, reasonable legal fees and expenses, in connection with any assignment or proposed assignment. (f) Except for assignments under the third sentence or the proviso of the first sentence of Section 7.01(a8.1(a) or with respect to sales or transfers pursuant to Section 3.024.3, each Member hereby unconditionally and irrevocably grants to the other Member or its designee a right of first refusal to purchase all, but not less than all, of any interest Membership Interest in the Company that such assigning Member may propose to assign to another Person, at the same price and on the same terms and conditions as those offered to the prospective assignee. (i) . Each Member proposing to make an assignment that is subject to this Section 7.01(f8.1(f) must deliver a notice (a “Notice of Intent”) to the other Member not later than thirty sixty (3060) days prior to the proposed closing date of such assignment. The Notice of Intent Such notice shall contain the material terms and conditions (including, without limitation, price and form of consideration) of the proposed assignment and the identity of the prospective assignee. (ii) . To exercise its right of first refusal under this Section 7.01(f8.1(f), the other Member receiving the Notice of Intent must deliver a notice to the selling Member within forty-five (45) days of receipt of such Notice of Intent (the “Acceptance Period”)notice, stating that it elects to exercise its right of first refusal and, if applicable, providing the identity of any Person that the non-assigning Member designates as the purchaser. (iii) Following expiration of the Acceptance Period, the selling Member shall be free to assign interest in the Company to a third party in a Transfer (which third party shall be the party identified in the Notice of Intent, if known by the selling Member) that otherwise meets the requirements of this Section 7.01 on terms and conditions it deems acceptable (but at a price not less than the price and on terms not more favorable to the third-party purchaser than the price and terms stated in the Notice of Intent); provided that the sale takes place within sixty (60) days after the expiration of the Acceptance Period (the “Sale Period”). To the extent the selling Member assigns its interest in the Company during the Sale Period, the selling Member shall promptly notify the Company, and the Company shall promptly notify the other Member, as to the terms of the assignment and the name of each of the owners to whom the interest was assigned. If no assignment occurs during the Sale Period, then any attempted assignment of the interest shall again be subject to the right of first offer set forth in this Section 7.01(f) and the procedures of this Section 7.01(f) shall be repeated de novo. (g) Notwithstanding anything in this Agreement to the contrary, each Member acknowledges and agrees that in the event such Member is entitled to transfer its interest Membership Interest from the Company, prior to the effectiveness of such transfer, such Member shall be obligated to fund such Capital Contributions as may be required under the terms of the Facility as a result of such transfer; provided, that in no event shall any amounts funded by such Member exceed its uncalled Unfunded Capital Commitment.