Common use of Transfers by Members Clause in Contracts

Transfers by Members. Except for a transfer to the heirs of a Member upon the death of such Member, and except as otherwise set forth in this Article XIV and in Article XV, a Member may not Transfer all or any part of his, her or its Interest without the prior written consent of the Board of Managers. The Board of Managers may withhold their consent to any Transfer for which such consent is required, with or without reasonable cause. If a Member receives the prior consent of the Board of Managers he, she or it may Transfer his, her or its Interest if the following conditions are satisfied or waived: (a) The Transfer, when aggregated with any prior Transfers of Interests, would not result in (i) the termination of the Company pursuant to section 708 of the Code, or (ii) the Company being treated as a “publicly traded partnership” for Federal income tax purposes; (b) The Member and his, her or its transferee execute, acknowledge and deliver to the Board of Managers such instruments of transfer and assignment with respect to such transaction as are in form and substance satisfactory to the Board of Managers; (c) Unless waived in writing by the Board of Managers, the Member delivers to the Board of Managers an opinion of counsel satisfactory to the Board of Managers, covering such securities and tax laws (including the inapplicability of Section 14.1(a)) and other aspects of the proposed Transfer as the Board of Managers may reasonably request; and (d) The Member has furnished to the transferee a written statement showing the name and taxpayer identification number of the Company in such form and together with such other information as may be required under section 6050K of the Code and the Regulations thereunder. Any Member who thereafter Transfers all or any portion of his, her or its Interest shall promptly notify the Board of Managers of such transfer and shall furnish to the Board of Managers the name and address of the transferee and such other information as may be required under section 6050K of the Code and the Regulations thereunder.

Transfers by Members. (a) Except for a transfer to the heirs of a Member upon the death of such Member, and except as otherwise set forth agreed to in writing between the Managing Member and the applicable Member and reflected in the books and records of the Company or as otherwise provided in this Article XIV IX, and in subject to Section 9.2 and Article XVIII of the Stockholders Agreement, a no Member or Assignee thereof may not Transfer all or any part portion of his, her its Common Units or its Interest other interest in the Company (or beneficial interest therein) without the prior written consent of the Board of Managers. The Board of Managers may withhold their consent to any Transfer for which such consent is required, with or without reasonable cause. If a Member receives the prior consent of the Board Managing Member, which consent may be given or withheld, or made subject to such conditions (including the receipt of Managers hesuch legal opinions and other documents that the Managing Member may require) as are determined by the Managing Member, she in each case in the Managing Member’s sole discretion, and which consent may be in the form of a plan or it program entered into or approved by the Managing Member, in its sole discretion. Any such determination in the Managing Member’s sole discretion in respect of Common Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Members, whether or not such Members are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer hisof Common Units that is not in accordance with, her or its Interest if the following conditions are satisfied subsequently violates, this Agreement or waived: (a) The Transfer, when aggregated with any prior Transfers of Interests, would not result in (i) the termination Article III of the Company pursuant Stockholders Agreement shall be, to section 708 the fullest extent permitted by law, null and void. If a Member transfers all or a portion of the Code, its Common Units or (ii) other interest in the Company being treated to a transferee in compliance with each of this Agreement and the Stockholders Agreement, the Member shall cause the transfer of an equal number of shares of Class V Common Stock to such transferee upon its admittance to the Company as a “publicly traded partnership” for Federal income tax purposes;Member. (b) The Member and his, her or its transferee execute, acknowledge and deliver Notwithstanding anything otherwise to the Board contrary in this Section 9.1, each Member may Transfer Common Units in an Exchange pursuant to, and in accordance with, the Exchange Agreement; provided that any such Exchange shall be effected in compliance with reasonable policies that the Managing Member may adopt or promulgate from time to time and advise the Members of Managers in writing (including policies requiring the use of designated administrators or brokers) in its reasonable discretion; provided, further, that if such instruments policies conflict with the terms of transfer and assignment with respect the Exchange Agreement, the provisions of the Exchange Agreement shall apply in lieu thereof to such transaction as are in form and substance satisfactory any Exchange to the Board extent of Managers;such conflict. (c) Unless waived in writing by the Board of Managers, the Member delivers Notwithstanding anything otherwise to the Board of Managers an opinion of counsel satisfactory contrary in this Section 9.1, but subject to the Board of Managers, covering such securities Section 9.2 and tax laws (including the inapplicability of Section 14.1(a)) and other aspects Article III of the proposed Stockholders Agreement, (i) an individual Member may Transfer as the Board of Managers may reasonably request; and (d) The Member has furnished to the transferee a written statement showing the name and taxpayer identification number of the Company in such form and together with such other information as may be required under section 6050K of the Code and the Regulations thereunder. Any Member who thereafter Transfers all or any portion of his, his or her or its Interest Common Units in a Permitted Transfer and (ii) the Managing Member may implement other policies and procedures to permit the Transfer of Common Units by the other Members for personal estate planning purposes and any such Transfer effected in compliance with such policies and procedures shall promptly notify the Board of Managers of such transfer and shall furnish require prior written notice to the Board of Managers the name and address of the transferee and such other information as may be required under section 6050K of the Code and the Regulations thereunderManaging Member.

Transfers by Members. Except for a transfer Transfer to the heirs a Permitted Transferee of a Member upon the death of such Member, and except as otherwise set forth in this Article XIV and in Article XV, a no Member may not Transfer all or any part of his, her or its Interest Units without the prior written consent of the Board of Managers; provided, however, that PrefCo shall not be entitled to Transfer all or any part of its Units for so long as any preferred equity remains outstanding at PrefCo. The Board of Managers may withhold their consent to any Transfer Transfer, except for Transfers otherwise permitted under this Agreement, for which such consent is required, with or without reasonable cause. If a Member receives the prior consent of the Board of Managers Managers, he, she or it may Transfer his, her or its Interest Units if the following conditions are satisfied or waivedsatisfied: (a) The Transfer, when aggregated with any prior Transfers of Interests, would not result in (i) the termination of the Company pursuant to section 708 of the Code, or (ii) the Company being treated as a “publicly traded partnership” for Federal income tax purposes; (b) The Member and his, her or its transferee execute, acknowledge and deliver to the Board of Managers such instruments of transfer and assignment with respect to such transaction as are in form and substance satisfactory to the Board of Managers; (cb) Unless unless waived in writing by the Board of Managers, the Member delivers to the Board of Managers an opinion of counsel satisfactory to the Board of Managers, covering such securities and tax laws (including the inapplicability of Section 14.1(a)) and other aspects of the proposed Transfer as the Board of Managers may reasonably request; and (dc) The the Member has furnished to the transferee a written statement showing the name and taxpayer identification number of the Company in such form and together with such other information as may be required under section Section 6050K of the Code and the Regulations thereunder. Any Member who thereafter Transfers all or any portion of his, her or its Interest Units as authorized in accordance with this Section 14.1 shall promptly notify the Board of Managers of such transfer Transfer and shall furnish to the Board of Managers the name and address of the transferee and such other information as may be required under section Section 6050K of the Code and the Regulations thereunder.

Transfers by Members. Except for a transfer to the heirs of a Member upon the death of such Member, and except as otherwise set forth in this Article XIV and in Article XV, a Member may not Transfer all or any part of his, her or its Interest without (a) Without the prior written consent of the Board of Managers. The Board of Managers Manager, which consent shall not be unreasonably withheld, no Member may withhold their consent to any Transfer for which such consent is required, with resign or without reasonable cause. If a Member receives the prior consent of the Board of Managers he, she or it may Transfer his, her or its Interest if the following conditions are satisfied or waived: (a) The Transfer, when aggregated with any prior Transfers of Interests, would not result in (i) the termination of withdraw from the Company pursuant to section 708 of the Code, or (ii) the Company being treated as a “publicly traded partnership” for Federal income tax purposes; (b) The Member and his, her or its transferee execute, acknowledge and deliver to the Board of Managers such instruments of transfer and assignment with respect to such transaction as are in form and substance satisfactory to the Board of Managers; (c) Unless waived in writing by the Board of Managers, the Member delivers to the Board of Managers an opinion of counsel satisfactory to the Board of Managers, covering such securities and tax laws (including the inapplicability of Section 14.1(a)) and other aspects of the proposed Transfer as the Board of Managers may reasonably request; and (d) The Member has furnished to the transferee a written statement showing the name and taxpayer identification number of the Company in such form and together with such other information as may be required under section 6050K of the Code and the Regulations thereunder. Any Member who thereafter Transfers all or any portion of his, her its Membership Interest or its Interest shall promptly notify the Board of Managers any Income Notes held by it unless such Transfer is made to an Affiliate of such transfer and Member. No Transfer of all or any portion of a Membership Interest or any Income Note shall furnish be made unless the transferee shall have executed a written acknowledgment to the Board of Managers effect set forth in Section 4.2(g). The Manager shall register on the name and address books of the transferee Company any permitted Transfer by a Member of its Membership Interest in the Company pursuant to this Section 7.1(a). (b) Notwithstanding anything to the contrary contained in this Agreement, including any provision of this Article VII, a Member may Transfer all or any portion of its Membership Interest and such other information as may be required under section 6050K any Income Notes held by it to any person or entity, without the consent of the Code Manager, any other Member, or any other person or entity, if (i) the Company engages in (A) any activity that would result in a violation of federal or state banking law, including, without limitation, laws applicable to FDIC-insured depository institutions and the Regulations thereunderrules, regulations and interpretations of the FDIC, with respect to such Member, or (B) any activity that is not part of, or incidental to, the business of banking, as determined by the FDIC or the OCC or (ii) such Member is required to Transfer all or any portion of its Membership Interest by a competent regulatory authority having jurisdiction over such Member or any of its Affiliates or pursuant to any law or regulation applicable to such Member or any of its Affiliates. (c) To the fullest extent permitted by law, any purported Transfer of any Membership Interest or Income Notes in contravention of this Article VII shall be null and void and of no force and effect whatsoever.

Transfers by Members. Except for a transfer to the heirs of a Member upon the death of such Member, and except as otherwise set forth in this Article XIV and in Article XV, a Member may not Transfer sell, assign, transfer, pledge or hypothecate all or any part of his, her or its Interest without the prior written consent of the Board of Managers. The Board of Managers may withhold their consent to any Transfer transfer for which such consent is required, with or without reasonable cause. If a Member receives the prior consent of the Board of Managers he, she or it may Transfer sell his, her or its Interest if the following conditions are satisfied or waived: (a) The Transfersale, transfer or assignment, when aggregated with any prior Transfers sales, transfers or assignments of Interests, would not result in (i) the termination of the Company pursuant to section 708 of the Code, or (ii) the Company being treated as a “publicly traded partnership” for Federal income tax purposes; (b) The Member and his, her or its transferee execute, acknowledge and deliver to the Board of Managers such instruments of transfer and assignment with respect to such transaction as are in form and substance satisfactory to the Board of Managers; (c) Unless waived in writing by the Board of Managers, the Member delivers to the Board of Managers an opinion of counsel satisfactory to the Board of Managers, covering such securities and tax laws (including the inapplicability of subparagraph (a) of this Section 14.1(a)14.1) and other aspects of the proposed Transfer transfer as the Board of Managers may reasonably request; and (d) The Member has furnished to the transferee a written statement showing the name and taxpayer identification number of the Company in such form and together with such other information as may be required under section 6050K of the Code and the Regulations thereunder. Any Member who thereafter Transfers sells, assigns or otherwise transfers all or any portion of his, her or its Interest shall promptly notify the Board of Managers of such transfer and shall furnish to the Board of Managers the name and address of the transferee and such other information as may be required under section 6050K of the Code and the Regulations thereunder.

Transfers by Members. Except for a transfer to the heirs of a Member upon the death of such Member, and except as otherwise set forth in this Article XIV and in Article XV, a Member may not Transfer all or any part of his, her or its Interest without (a) Without the prior written consent of the Board of Managers. The Board of Managers may withhold their consent to any Transfer for which such consent is requiredManaging Member, with or without reasonable cause. If a no Member receives the prior consent of the Board of Managers he, she or it may Transfer hisany Units (or any Economic Interest therein), her or its Interest if the following conditions are satisfied or waived:except as provided in this Section 9.2. (ab) The TransferOriginal Holders, when aggregated with their Permitted Transferees and their respective Owners (if applicable) may Transfer any prior Transfers of Interests, would not result in Class B Units held by each them so long as such Transfer is (i) made to an Affiliate or a Person in the termination Family Group of the Company pursuant to section 708 of the Codesuch 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 Transfer pursuant to clause (i) and clause (ii) being referred to herein as a “Permitted Transferee”). (c) PubCo is the only permitted holder of Class A Units. (d) Any 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 transferring Member. In the event that such Person fails to do so entirely or fails to do so in a timely manner, such Person shall be deemed by its acceptance of the benefits of the acquisition of such Units to have agreed to be subject to, and bound by, all of the terms and conditions of this Agreement to which the predecessor in such Units was subject, and by which such predecessor was bound, and for all purposes shall be deemed to be a Member. (f) Except with respect to Transfers of Units pursuant to the Exchange Agreement, no Transfer of Units shall be given effect unless the transferee delivers to the Company being the representations set forth in Schedule B. (g) Notwithstanding any provision of this Agreement to the contrary, 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) no Transfer of Units may be made to a lender to the 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 Managing Member 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 deemed to be a member in the Company for purposes of allocating liabilities to such lender under Section 752 of the Code, and (ii) no Member may Transfer any of such Units (including any Economic Interest therein) if the Managing Member 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 would have more than one hundred (100) partners, within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii) (determined taking into account the rules of Treasury Regulations Section 1.7704-1(h)(3)), and (C) would have a material risk that the Company would be treated as a “publicly traded partnership” for Federal income tax purposes; (b) The Member and his, her or its transferee execute, acknowledge and deliver to within the Board of Managers such instruments of transfer and assignment with respect to such transaction as are in form and substance satisfactory to the Board of Managers; (c) Unless waived in writing by the Board of Managers, the Member delivers to the Board of Managers an opinion of counsel satisfactory to the Board of Managers, covering such securities and tax laws (including the inapplicability meaning of Section 14.1(a)7704(b) and other aspects of the proposed Transfer as the Board of Managers may reasonably request; and (d) The Member has furnished to the transferee a written statement showing the name and taxpayer identification number of the Company in such form and together with such other information as may be required under section 6050K of the Code and the Treasury Regulations promulgated thereunder. Any Member who thereafter Transfers all or . (i) Notwithstanding any portion provision of his, her or its Interest shall promptly notify the Board of Managers of such transfer and shall furnish this Agreement to the Board contrary, no Member may Transfer any Units unless (x) contemporaneously with the Transfer, the Transferor shall deliver to the 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 Managers tax required to be withheld upon the name and address of the transferee and such other information as may be required under section 6050K Transfer by Section 1446(f) of the Code (and provide evidence to the Regulations thereunderCompany of 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 ineffective, null and void ab initio.

Transfers by Members. Except for a transfer to the heirs of a Member upon the death of such Member, and except as otherwise set forth in this Article XIV and in Article XVthis Agreement, a Member may not Transfer sell, assign (by operation of law or otherwise), transfer, encumber, pledge or hypothecate (collectively, “Transfer”) all or any part of hisits Units in the Company (either directly or indirectly through the transfer of the power to control, her or its Interest to direct or cause the direction of the management and policies of, such Member) without the prior written consent Approval of the Board consistent with the requirements of Managers. The Board of Managers may withhold their consent to any Transfer for which Section 8.3(b); provided, however, that no such consent is required, or approval shall be required so long as the Member proposing to make the Transfer (a “Transferring Member”) has complied with or without reasonable causethe rights of first refusal set forth in Section 14.1. If a Transferring Member receives the prior consent Approval of the Board consistent with the requirements of Managers heSection 8.3(b) or otherwise complies with Article 14.1, she or it may Transfer his, her one or more of its Interest Units in the Company if the following conditions are satisfied or waivedsatisfied: (a) The Transfer, when aggregated with any prior Transfers of Interests, would not result in (i) the termination of the Company pursuant to section 708 of the Code, or (ii) the Company being treated as a “publicly traded partnership” for Federal income tax purposes; (b) The Transferring Member and his, her or its transferee execute, acknowledge and deliver to the Board of Managers Manager such instruments of transfer Transfer and assignment with respect to such transaction as are in form and substance satisfactory to the Board of ManagersDirectors; (cb) Unless unless waived in writing by the Board of ManagersDirectors, the Transferring Member delivers to the Board of Managers Manager an opinion of counsel satisfactory to the Board of Managers, Directors covering such securities and tax laws (including the inapplicability of Section 14.1(a)) and other aspects of the proposed Transfer as the Board of Managers Directors may reasonably request; and (dc) The the Transferring Member has furnished to the transferee a written statement showing the name and taxpayer identification number of the Company in such form and together with such other information as may be required under section Section 6050K of the Code and the Regulations thereunder. Notwithstanding the foregoing restriction, the following shall not be deemed to violate the restrictions contained in this Section 13.1: (i) Transfer of one or more Units by a Member to one of its Affiliates; (ii) the Transfer to any Person of the power to control, directly or indirectly, or to direct or cause, directly or indirectly, the direction of the management and policies of, CHS Parent or AFAM Parent, whether through the ownership of voting securities, by contract or otherwise; and (iii) the pledge or hypothecation by a Member of its Units to a financial institution as collateral for loans or other indebtedness. Any Member who thereafter Transfers all or any portion of his, her or its Interest Units shall promptly notify the Board of Managers Manager of such transfer Transfer and shall furnish to the Board of Managers Manager the name and address of the transferee and such other information as may be required under section Section 6050K of the Code and the Regulations thereunder.

Transfers by Members. Except for a transfer to the heirs of a Member upon the death of such Member, and except as otherwise set forth in this Article XIV and in Article XV, Paragraph 6. a Member may not Transfer sell, assign, transfer, pledge or hypothecate all or any part of his, her or its Interest interest in the Company without the prior unanimous written consent of the Board of Managers. The Board of Managers Managers. in its sole discretion, may withhold their its consent to any Transfer for which such consent is required, transfer with or without reasonable cause. If a Member receives the prior consent of the Board of Managers heManagers, she or it he may Transfer his, her or its Interest if sell his interest in the Company upon the satisfaction of the following conditions are satisfied or waivedconditions: (a) 6.1.1 The Transfersale, transfer or assignment is with respect to one or more Units. 6.1.2 The sale, transfer or assignment, when aggregated with any prior Transfers sales, transfers or assignments of InterestsCompany interests, would does not result in (i) the termination a sale or exchange within a 12 month period of 50% or more of the Company pursuant to section 708 total interests in the Company’s capital and profits within the meaning of Code Section 708(b) (provided that such a sale, transfer or assignment may be completed it’ approved by the Code, or (ii) the Company being treated as a “publicly traded partnership” for Federal income tax purposes;Board of Managers): (b) 6.1.3 The Member and his, her or its his transferee execute, acknowledge and deliver to the Board of Managers such instruments of transfer and assignment with respect to such transaction as are in form from and substance satisfactory to the Board of Managers; (c) 6.1.4 Unless waived in writing by the Board of Managers, the Member delivers to the Board of Managers an opinion of counsel satisfactory to the Board of Managers, covering such securities and tax laws (including the inapplicability of Section 14.1(a)) and other aspects of the proposed Transfer transfer as the Board of Managers may reasonably request; and; (d) 6.1.5 The Member has furnished to the transferee a written statement showing the name and taxpayer identification number of the Company in such form and together with such other information as may be required under section Section 6050K of the Code and the Regulations thereunder; and 6.1.6 The Member pays the Company a transfer fee that is sufficient to pay all reasonable expenses of the Company (which shall include any and all expenses of the Board of Managers) in connection with such transaction. Any Member who thereafter Transfers sells, assigns or otherwise transfers all or any portion of his, her or its Interest his interest in the Company shall promptly notify the Board of Managers of such transfer and shall furnish to the Board of Managers the name and address of the transferee and such other information as may be required under section Section 6050K of the Code and the Regulations thereunder. Notwithstanding anything herein to the contrary, a Member may collaterally assign or grant to a creditor a security interest solely in his right to receive distributions from the Company.

Transfers by Members. Except for a (a) No Member may transfer to its interest in the heirs of a Member upon Company without Board Approval. Notwithstanding the death of such Memberforegoing, and except as otherwise set forth in this Article XIV and in Article XVwithout Board Approval, (i) a Member may not Transfer all or any part its Entire Interest to an Affiliate of hissuch Member or, her or its Interest without in the prior written consent case of STRS Ohio, a successor government plan established under the laws of the Board State of ManagersOhio; provided that either (A) such transferee provides evidence reasonably satisfactory to the 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 (B) the transferring Member remains liable for its Capital 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 Transfer by a Member shall be binding upon the Company until the Company receives an executed copy of such documentation as reasonably requested by the other Member to show such Transfer is in accordance with this Section 7.1. (c) Any Person which acquires an interest in the Company by Transfer in accordance with the provisions of this Agreement shall be admitted as a substitute Member; provided the requirements of this Agreement are satisfied. The Board admission of Managers may withhold their consent a transferee as a substitute Member shall be conditioned upon the transferee’s written assumption, in form and substance reasonably satisfactory to the other Member, of all obligations of the transferor in respect of the Transferred interest and execution of an instrument reasonably satisfactory to the other Member whereby such transferee becomes a party to this Agreement. (d) 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. (e) As additional conditions to the validity of any Transfer for which of a Member’s interest, such consent is required, with or without reasonable cause. If a Member receives the prior consent of the Board of Managers he, she or it may Transfer his, her or its Interest if the following conditions are satisfied or waivedshall not: (a) The Transfer, when aggregated with any prior Transfers of Interests, would not result in (i) violate the termination registration provisions of the Company pursuant to section 708 Securities Act or the securities laws of the Code, or 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 Company being treated classified as a “publicly traded partnership” for Federal income tax purposesunder the Code; (biv) The unless the other Member and his, her or its transferee execute, acknowledge and deliver to waives in writing the Board application of Managers such instruments of transfer and assignment this clause (iv) with respect to such transaction 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 Transfer to a Person that is in violation of, applicable Investor Laws. The non-Transferring Member may require reasonable evidence as are in form and substance satisfactory to the Board of Managers; (c) Unless waived in writing by the Board of Managersforegoing, the Member delivers to the Board of Managers including, without limitation, an opinion of counsel satisfactory reasonably acceptable to the Board of Managers, covering such securities and tax laws (including the inapplicability of Section 14.1(a)) and other aspects of the proposed non-Transferring Member. Any purported Transfer as to which the Board of Managers may reasonably request; and conditions set forth in clauses (di) The through (v) are not satisfied shall be void ab initio. A Transferring Member has furnished to shall be responsible for all costs and expenses incurred by the transferee a written statement showing the name Company, including reasonable legal fees and taxpayer identification number of the Company expenses, in such form and together connection with such other information as may be required under section 6050K of the Code and the Regulations thereunder. Any Member who thereafter Transfers all any Transfer or any portion of his, her or its Interest shall promptly notify the Board of Managers of such transfer and shall furnish to the Board of Managers the name and address of the transferee and such other information as may be required under section 6050K of the Code and the Regulations thereunderproposed Transfer.

Transfers by Members. (a) Except for a transfer to the heirs of a Member upon the death of such Member, and except as otherwise set forth in this Article XIV and in Article XV13, a Class A Member may not Transfer all or any part of his, her or its Interest without Units unless the prior Class A Member receives written consent of the Governing Board of Managers. The Board of Managers may withhold their consent to any approving, in its sole discretion, the Transfer for which such consent is required, and complies with or without reasonable cause. the conditions set forth in Section 13.1(b). (b) If a Class A Member receives complies with Section 13.1(a), the prior consent of Member may transfer his interest in the Board of Managers he, she or it may Transfer his, her or its Interest Company if the following conditions are satisfied or waivedsatisfied: (a) The Transfer, when aggregated with any prior Transfers of Interests, would not result in (i) the termination of the Company pursuant to section 708 of the Code, or (ii) the Company being treated as a “publicly traded partnership” for Federal income tax purposes; (b) The Class A Member and his, her or its his transferee execute, acknowledge and deliver to the Board of Managers Company such instruments of transfer and assignment with respect to such transaction as are in form and substance satisfactory to Approved by the Board of ManagersGoverning Board; (cii) Unless unless waived in writing by Approval of the Board of ManagersGoverning Board, the Class A Member delivers to the Board of Managers Company an opinion of counsel satisfactory to Approved by the Board of ManagersGoverning Board, covering such securities and tax laws (including the inapplicability of Section 14.1(a)) and other aspects of the proposed Transfer as the Governing Board of Managers may reasonably request; (iii) the Class A Member pays the Company a transfer fee that is sufficient to pay all reasonable expenses of the Company in connection with such transaction; and (div) The the Class A Member has furnished executes an agreement, in form and substance satisfactory to the transferee Governing Board (a written statement showing “Transfer Restrictive Agreement”), in which the name transferring Class A Member agrees that (a) for three (3) years after such Transfer the Class A Member shall not violate the covenants and taxpayer identification number agreements contained in Section 10.3 hereof and (b) if the Transfer is not to the Company, that the Company shall be a third-party beneficiary of the Company in such form Transfer and together with such other information as may be required under section 6050K of therefore able to enforce the Code and the Regulations thereunderTransfer Restrictive Agreement. Any Member who thereafter Transfers all or any portion of his, her or its Interest his Units shall promptly notify the Board of Managers Company of such transfer Transfer and shall furnish to the Board of Managers Company the name and address of the transferee and such other information as may be required under section Section 6050K of the Code and the Regulations thereunder. (c) The Class B Member may Transfer all or any part of its Units (including management rights) without the Approval of the Governing Board or the Class A Members, and the transferee of such Class B Member’s Units shall have all the rights and powers of a Member. In addition, LifePoint, the Class B Member or any Affiliate of LifePoint and the Class B Member may encumber its Units (the “LifePoint Interest”), without the consent of any other Member, for the purpose of securing loans or other extensions of credit, made to, or to be made available to, and interest rate swap agreements or other hedging arrangements with, the Company, LifePoint or any Affiliate of LifePoint, by granting a security interest in the LifePoint Interest to a creditor. Any party to whom the LifePoint Interest is pledged (together with such party’s successors and assigns, the “LifePoint Pledgee”) may foreclose on the LifePoint Interest and transfer the LifePoint Interest, or any portion thereof, to any Permitted Pledgee Transferee (as that term is defined below) without the consent of any other Member or the Company (such foreclosure and subsequent transfer being a “LifePoint Foreclosure”). “Permitted Pledgee Transferee” means, with respect to any natural person, a transferee that qualifies as a Physician Investor, and with respect to any non-natural person, a transferee whose ownership would not violate applicable federal or state laws, and, in either case, who shall assume and agree to be bound by all of the provisions of this Agreement, except as otherwise provided below. The foregoing provisions shall be self-operative, but the Company and each Member hereby agree to execute any writing requested by the LifePoint Pledgee or any proposed LifePoint Pledgee to evidence its consent to foreclosure on or transfer of the LifePoint Interest and the admission of the LifePoint Pledgee and/or a Permitted Pledgee Transferee as a Member.

Transfers by Members. Except for a transfer to the heirs of a Member upon the death of such Member, and except as otherwise set forth in this Article XIV and in Article XVthis Agreement, a Member may not Transfer sell, assign (by operation of law or otherwise), transfer, encumber, pledge or hypothecate (collectively, “Transfer”) all or any part of hisits Units in the Company (either directly or indirectly through the transfer of the power to control, her or its Interest to direct or cause the direction of the management and policies of, such Member) without the prior written consent Approval of the Board consistent with the requirements of Managers. The Board of Managers may withhold their consent to any Transfer for which Section 8.3(b); provided, however, that no such consent is required, or approval shall be required so long as the Member proposing to make the Transfer (a “Transferring Member”) has complied with or without reasonable causethe rights of first refusal set forth in Section 14.1 hereof. If a Transferring Member receives the prior consent Approval of the Board consistent with the requirements of Managers heSection 8.3(b) or otherwise complies with Article 14.1, she or it may Transfer his, her one or more of its Interest Units in the Company if the following conditions are satisfied or waivedsatisfied: (a) The Transfer, when aggregated with any prior Transfers of Interests, would not result in (i) the termination of the Company pursuant to section 708 of the Code, or (ii) the Company being treated as a “publicly traded partnership” for Federal income tax purposes; (b) The Transferring Member and his, her or its transferee execute, acknowledge and deliver to the Board of Managers Manager such instruments of transfer Transfer and assignment with respect to such transaction as are in form and substance satisfactory to the Board of ManagersDirectors; (cb) Unless unless waived in writing by the Board of ManagersDirectors, the Transferring Member delivers to the Board of Managers Manager an opinion of counsel satisfactory to the Board of Managers, Directors covering such securities and tax laws (including the inapplicability of Section 14.1(a)) and other aspects of the proposed Transfer as the Board of Managers Directors may reasonably request; and (dc) The the Transferring Member has furnished to the transferee a written statement showing the name and taxpayer identification number of the Company in such form and together with such other information as may be required under section Section 6050K of the Code and the Regulations thereunder. Notwithstanding the foregoing restriction, the following shall not be deemed to violate the restrictions contained in this Section 13.1: (i) Transfer of one or more Units by a Member to one of its Affiliates; (ii) the Transfer to any Person of the power to control, directly or indirectly, or to direct or cause, directly or indirectly, the direction of the management and policies of, CHS Parent or AFAM Parent, whether through the ownership of voting securities, by contract or otherwise; and (iii) the pledge or hypothecation by a Member of its Units to a financial institution as collateral for loans or other indebtedness. Any Member who thereafter Transfers all or any portion of his, her or its Interest Units shall promptly notify the Board of Managers Manager of such transfer Transfer and shall furnish to the Board of Managers Manager the name and address of the transferee and such other information as may be required under section Section 6050K of the Code and the Regulations thereunder.

Transfers by Members. Except for a transfer (a) No Member shall Transfer its interest without Board Approval (which approval shall not be unreasonably withheld or delayed). In addition, subject to the heirs requirements of this Article VII, all of the Entire Interest of a Member upon may be Transferred to an Affiliate of the death transferring Member who remains liable for the transferring Member’s Capital Commitments. Notwithstanding the foregoing, without Board Approval, (i) any Member may 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, and except as otherwise set forth if permitted by such Member, provided, that in this Article XIV and the case of NLV Fin, such Transfer or redemption does not result in Article XVa NLV Fin Change in Control. For the avoidance of doubt, a Member may pledge or grant a security interest in such Member’s interest to a Facility provider, if not Transfer all or prohibited by the terms of any part of hisFacility, her or its Interest without the with prior written consent notice of such pledge or assignment to the other Member. (b) No Transfer by a Member shall be binding upon the Company until the Company receives an executed copy of the Board documentation as reasonably requested by the other Member to show the Transfer is in accordance with this Article VII. (c) Any Person which acquires an interest in the Company by Transfer in accordance with the provisions of Managersthis Agreement shall be admitted as a substitute Member, provided the requirements of this Agreement are satisfied. The Board admission of Managers may withhold their consent a transferee as a substitute Member shall be conditioned upon the transferee’s written assumption, in form and substance reasonably satisfactory to the other Member, of all obligations of the transferor in respect of the Transferred interest and execution of an instrument reasonably satisfactory to the other Member whereby the transferee becomes a party to this Agreement and makes the representations set forth in Section 2.01 of this Agreement. (d) 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 the Member shall, upon written notice to the other Member of the happening, become a transferee of the Member’s interest, subject to all of the terms of this Agreement as then in effect. (e) Any transferee of the interest of a Member, irrespective of whether the transferee has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of the Transfer to have agreed to be subject to the terms and provisions of this Agreement in the same manner as its transferor. (f) As additional conditions to the validity of any Transfer for which such consent is requiredof a Member’s interest, with or without reasonable cause. If a Member receives the prior consent of the Board of Managers he, she or it may Transfer his, her or its Interest if the following conditions are satisfied or waivedassignment shall not: (ai) The Transfer, when aggregated with violate the registration provisions of the Securities Act or the securities laws of any prior Transfers applicable jurisdiction; (ii) cause the Company to cease to be entitled to the exemption from the definition of Interests, would not an “investment company” pursuant to Section 3(c)(7) of the 1940 Act and the rules and regulations of the Securities and Exchange Commission under the 1940 Act; (iii) result in (i) the termination of the Company pursuant to section 708 of under the Code, Code or (ii) in the Company being treated classified as a “publicly traded partnership” for Federal income tax purposesunder the Code; (biv) The unless the other Member and his, her or its transferee execute, acknowledge and deliver to waives in writing the Board application of Managers such instruments of transfer and assignment this clause (iv) with respect to such transaction 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-Transferring Member may require reasonable evidence as are in form and substance satisfactory to the Board of Managers; conditions set forth in clauses (ci) Unless waived in writing by the Board of Managersthrough (v), the Member delivers to the Board of Managers including an opinion of counsel satisfactory reasonably acceptable to the Board non-Transferring Member. Any purported Transfer as to which the conditions set forth in clauses (i) through (v) are not satisfied shall be void ab initio. A Transferring Member shall be responsible for all costs and expenses incurred by the Company, including reasonable legal fees and expenses, in connection with any assignment or proposed assignment. (g) Except for Transfers of Managersall of a Member’s Entire Interest to an Affiliate of the Member who remains liable for the transferring Member’s Capital Commitments, covering such securities each Member hereby unconditionally and tax laws irrevocably grants to the other Member or its designee a right of first offer to purchase or designate a third party to purchase all, but not less than all, of any interest in the Company that the other Member may propose to Transfer to another Person at the valuation most recently approved in accordance with Section 9.05. (including i) The Member proposing to make a Transfer that would be subject to this Section 7.01(g) must deliver written notice to the inapplicability other Member of Section 14.1(a)its intention to Transfer the interest (the “Notice of Intent”) not later than thirty (30) days prior to the proposed closing date of the Transfer. The Notice of Intent shall contain the material terms and other aspects conditions of the proposed Transfer as and shall identify the Board proposed transferee of Managers may reasonably request; andsuch interest, if known. (dii) The Member has furnished receiving the Notice of Intent shall have the right, for a period of fifteen (15) business days from the date of receipt of 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 transferee a written statement showing selling Member and the name and taxpayer identification number Company within the Acceptance Period stating that it elects to exercise its right of first offer and, if applicable, providing the identity of any Person that the non-transferring Member designates as the purchaser. (iii) Following expiration of the Acceptance Period, the selling Member shall be free to sell its interest in the Company to a third party in such form a Transfer (which third party shall be the party identified in the Notice of Intent), if that otherwise meets the requirements of this Section 7.01 on terms and together with such other information as may be required under section 6050K 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 Code and Acceptance Period (the Regulations thereunder“Sale Period”). Any To the extent the selling Member who thereafter Transfers all or any portion of hisits interest in the Company during the Sale Period, her or its Interest the selling Member shall promptly notify the Board of Managers of such transfer Company, and the Company shall furnish promptly notify the other Member, as to the Board terms of Managers the Transfer and the name and address of each of the transferee and such other information as may be required under section 6050K owners to whom the interest was Transferred. If no sale occurs during the Sale Period, then any attempted Transfer of the Code interest shall again be subject to the right of first offer set forth in this Section 7.01(g) and the Regulations thereunderprocedures of this Section 7.01(g) shall be repeated de novo.