Common use of Transfers by Members Clause in Contracts

Transfers by Members. (a) 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 contrary, to the extent not prohibited by the terms of any Facility, each Member may pledge, assign or hypothecate its interest to 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 7.1(f). Notwithstanding the foregoing or any other provision contained herein to the contrary, without Board Approval or the offering of such right of first refusal, 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 7.1(a) shall be subject to satisfaction of the conditions set forth in Section 7.1(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-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 7.1(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 Securities Act of 1933, as amended, or the securities laws of any 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 Investment Company Act and the rules and regulations of the SEC thereunder; 27 (iii) unless the other Member waives in writing the application of this clause (iii) 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; (iv) 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 Member. Any purported assignment as to which the conditions set forth in the foregoing clauses (i) through (iv) 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) 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. Each Member proposing to make an assignment that is subject to this Section 7.1(f) must deliver a notice to the other Member not later than thirty (30) days prior to the proposed closing date of such assignment. 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. To exercise its right of first refusal under this Section 7.1(f), the other Member must deliver a notice to the selling Member within fifteen (15) days of receipt of such notice, stating that it elects to exercise its right of first refusal and, if applicable, providing the identity of any Person(s) (including third parties unaffiliated with the exercising Member) that the non-assigning Member designates as the purchaser(s). (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 in the Company, prior to the effectiveness of such transfer, such Member shall be obligated to 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 a Facility as a result of such transfer; 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) No Member shall transfer, assign, pledge or otherwise hypothecate may transfer 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 Prior Board Approval (which approval shall not be unreasonably withheld)Approval. Notwithstanding anything in this Section 7.1(athe foregoing, without Prior Board Approval, (i) to the contrary, to the extent not prohibited by the terms of any Facility, each Member may pledge, assign or hypothecate its interest to 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 7.1(f). Notwithstanding the foregoing or any other provision contained herein to the contrary, without Board Approval or the offering of such right of first refusal, SkyKnight or NMFC in Transfer its capacity as an initial Member may assign its entire interest Entire Interest to an Affiliate of such Member; provided that either (1) 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 (which may be reassigned in whole but not in part to one or more additional Affiliates of such Member2) with prior written notice to each other Member, if SkyKnight or NMFC (as applicable) in its capacity as the assignor 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 documentation as reasonably satisfactory to requested by the other Member, and any assignment pursuant Member to show such Transfer is in accordance with this Section 7.1(a) shall be subject to satisfaction of the conditions set forth in Section 7.1(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-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 7.1(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 Securities Act of 1933, as amended, or the securities laws of any other 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 Investment Company Act and the rules and regulations of the SEC thereunder; 27 1940 Act; (iii) result 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 (iiiiv) 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 (ivv) 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; or (v) cause the Company to be treated as a publicly traded partnership taxable as a corporation for federal tax purposes. 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 Transferring Member. Any purported assignment Transfer as to which the conditions set forth in the foregoing clauses (i) through (ivv) 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) 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. Each Member proposing to make an assignment that is subject to this Section 7.1(f) must deliver a notice to the other Member not later than thirty (30) days prior to the proposed closing date of such assignment. 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. To exercise its right of first refusal under this Section 7.1(f), the other Member must deliver a notice to the selling Member within fifteen (15) days of receipt of such notice, stating that it elects to exercise its right of first refusal and, if applicable, providing the identity of any Person(s) (including third parties unaffiliated with the exercising Member) that the non-assigning Member designates as the purchaser(s). (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 in the Company, prior to the effectiveness of such transfer, such Member shall be obligated to 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 a Facility as a result of such transfer; 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) No Member shall transfer, directly or indirectly assign, pledge sell, mortgage, pledge, hypothecate, or otherwise hypothecate dispose of or encumber (any of such actions being herein collectively referred to in this Article X as a "transfer", and the Member taking any such action being referred to in this Article X as a "transferor"), all or any part of its interest Interest or its share of allocations under this Agreement (including any indirect transfer by sale of stock, partnership interest, assets or merger), except as provided in Sections 10.1(b), 10.1(c), 10.2, 15.1(c), 15.1(d) and 15.2(c) hereof, without Board Approval (the prior written consent of all of the Members, which approval shall not consent may be unreasonably withheld). In addition, if a Member is excepted from the definition of an “investment company” (as that term is defined given or withheld 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 contrary, to the extent not prohibited by the terms sole and absolute discretion of any Facility, each Member may pledge, assign or hypothecate its interest to 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 7.1(f). Notwithstanding the foregoing or any other provision contained herein to the contrary, without Board Approval or the offering of such right of first refusal, 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 7.1(a) shall be subject to satisfaction of the conditions set forth in Section 7.1(e)Members. (b) Any Person which acquires a Company interest by assignment in accordance with At any time during the provisions term of this Agreement any Member other than the original Managing Member may transfer all or any portion of its respective Interest to an Affiliate of itself provided the transferor shall be admitted as a substitute Member only upon approval of have first provided the non-transferring Member. The admission of an assignee as a substitute Member shall be conditioned upon remaining Members with 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.following: (ci) In An agreement with the event any Member shall Affiliate transferee wherein the Affiliate transferee agrees to be adjudicated as bankrupt, bound by and comply with 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 7.1(e), become an assignee of such Member’s interest, subject to cause compliance with 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 ; and (ii) Conclusive evidence satisfactory in all respects to the terms remaining Members that the transferor and provisions the transferee are in fact Affiliates. (c) At any time during the term of this Agreement in any Member may transfer all or any portion of its respective Interest to a Permitted Transferee provided the same manner as its assignor.selling Member ("Selling Member") shall have first complied with the following provisions: (e) As additional conditions to the validity of any assignment of a Member’s interest, such assignment shall not: (i) cause The Selling Member must give written notice (the securities issued by "First Offer Notice") to the Company to be required to be registered under non-selling Member (the registration provisions "Non-Selling Member") which contains all of the Securities Act of 1933, as amended, or the securities laws of any financial and 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 Investment Company Act material terms and the rules and regulations of the SEC thereunder; 27 (iii) unless the other Member waives in writing the application of this clause (iii) with respect to such assignment (conditions under which the other Selling Member may refuse would be willing to do in sell its absolute discretion)Interest including, be to a Person which is an ERISA Plan; (iv) 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 without limitation: (v) cause the Company sales price, which must be payable in lawful money of the United States and method of payment, (w) the required down payment, (x) the time and place of closing which must not be less than one hundred twenty (120) days nor more than one hundred eighty (180) days after the date of the receipt of the First Offer Notice by the Non-Selling Member, (y) any indemnity to be treated as a publicly traded partnership taxable as a corporation given by the Selling Member, and (z) the party responsible for federal tax purposespaying transfer taxes (if any). The nonSelling Member shall also provide the Non-assigning Selling Member may require with reasonable information, if known, as to the identity and financial condition of any third party offeror which information shall include, without limitation, evidence as to the foregoingcharacter, including, without limitation, an opinion reputation and credit worthiness of counsel any third party offeror. The Selling Member agrees to provide the Non-Selling Member with such other information regarding the First Offer Notice as it may reasonably acceptable to the non-assigning Member. Any purported assignment as to which the conditions set forth in the foregoing clauses (i) through (iv) 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 assignmentrequest. (fii) Each Within thirty (30) days after receipt of the First Offer Notice the Non-Selling Member hereby unconditionally and irrevocably grants shall have the right, exercisable by written notice given to the other Member or its designee a right of first refusal Selling Member, to elect to purchase all, but not less than all, of any interest in the Company that such assigning Member may propose Interests proposed to assign to another Person, be transferred at the same price and on the same terms and conditions of such offer, as those offered set forth in the First Offer Notice, pro rata in proportion to the prospective assigneeInterests of the Non-Selling Members if there is more than one Non-Selling Member. Each Member proposing The failure or refusal of the Non-Selling Members to make an assignment that is subject to this Section 7.1(f) must deliver a notice to the other Member not later than such election within such thirty (30) days day period shall be deemed to constitute a rejection of such offer. In the event any Non-Selling Member elects to purchase the Interests proposed to be transferred, such Non-Selling Member and the Selling Member shall close the transfer of all but not less than all of the Interests in accordance with the terms of the First Offer Notice within the time period set forth in the First Offer Notice. (iii) If the Non-Selling Members shall not have elected to exercise any right to purchase as set forth in this Section 10.1(c), whether pursuant to notice to such effect to the Selling Member or by reason of the failure or refusal of the Non-Selling Member to make such election to purchase within the thirty (30) day period set forth in Section 10.1(c)(ii), then the Selling Member shall have the right to transfer the Interests proposed to be transferred to a Permitted Transferee at any time prior to the proposed closing expiration of the one hundred eighty (180) day period after the date of such assignment. Such notice shall contain the material terms and conditions (including, without limitation, First Offer Notice at a price and form otherwise on terms no less favorable to the Selling Member than those contained in the First Offer Notice. In the event that any such transaction is consummated within such one hundred eighty (180) day period, the purchaser shall be admitted to the Company as a Member. In the event that (x) the Selling Member fails to consummate any such transaction within such one hundred eighty (180) day period and thereafter desires to make a transfer of considerationits Interest in accordance with this Section 10.1(c) or (y) the Selling Member wants to sell all or part of its Interests on terms materially different from that set forth in the First Office Notice, the Selling Member shall be required to make another written offer to the Non-Selling Member in accordance with the provisions of this Section 10.1(c) and the rights of the proposed assignment and the identity of the prospective assignee. To exercise its right of first refusal under this Section 7.1(f), the other Non-Selling Member must deliver a notice to the selling Member within fifteen (15) days of receipt of such notice, stating that it elects to exercise its right of first refusal and, if applicable, providing the identity of any Person(s) (including third parties unaffiliated with the exercising Member) that the non-assigning Member designates as the purchaser(s)provided for herein shall be reinstated. (gd) Notwithstanding anything In the event that any Person shall acquire all or any part of any Interest of a Member pursuant to this Section 10.1, the following provisions shall apply: (i) if such Person is an entity classified for U.S. tax purposes as a partnership, the provisions of this Section 10.1 shall apply to the transfer of any partnership interest therein in the same manner and to the same extent as they apply to transfers of Members' Interests; (ii) if such Person or if any partner in a partnership referred to in clause (i) above is a Closely Held Corporation, the provisions of this Section 10.1 shall 25 29 apply to the transfer of any voting stock in such corporation in the same manner and to the same extent as such provisions apply to transfers of Members' Interests; (iii) such Person shall be bound by the provisions of this Agreement to and shall assume in writing all of the contraryobligations of the transferor Member under this Agreement, the Fundraising Agreement, each Member acknowledges Management Agreement and agrees that in the event Agency Agreement; and (iv) such Member is entitled to transfer its interest in the Company, prior to the effectiveness of Person shall execute such transfer, such Member shall be obligated to take such actions as are required to satisfy any restrictions on such transfer under any Facility (e.g., funding such Capital Contributions documents and instruments as may be required under by applicable law to evidence and confirm the acquisition of any Interest of a Member by such Person. (e) Each Member agrees that any purported transfer which is not in compliance with this Section 10.1 or Article 15 hereof shall be null and void. No Person to whom any Interest is transferred shall make any further disposition except in accordance with the terms and conditions hereof. No Person purporting to acquire any Member's Interest shall be a Member of a Facility the Company unless such Person shall be admitted as a result Member and no Person purporting to acquire any Member's Interest shall have any right to participate in the management of any Company affairs or business unless such transfer; provided that Person shall be admitted as a Member pursuant to this Article 10. All costs and expenses incurred by the Company in no event connection with any transfer of an Interest, including any filing or recording costs and the fees and disbursement of counsel, shall any amounts funded be paid by such Member exceed the remaining amount of its uncalled Capital Commitment)transferring Member.

Transfers by Members. (a) 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) Subject to the contrary, to the extent not prohibited by the terms requirements of any Facility, each Member may pledge, assign or hypothecate its interest to 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 sentencethis Article 7, the interest Entire 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 7.1(f)Transferred with Prior Board Approval. Notwithstanding the foregoing or any other provision contained herein to the contraryforegoing, without Prior Board Approval or the offering of such right of first refusalApproval, SkyKnight or NMFC in its capacity as an initial (i) any Member may assign Transfer its entire interest 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 transferor remains liable for its Capital Commitment. Commitment (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 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 documentation as reasonably satisfactory to requested by the other Member, and any assignment pursuant Member to demonstrate that such Transfer is in accordance with this Section 7.1(a) shall be subject to satisfaction of the conditions set forth in Section 7.1(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. 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 equity 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-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 7.1(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 Securities Act of 1933, as amended, or the securities laws of any other 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 Investment Company Act and of 1940, as amended (the rules and regulations “1940 Act”); (iii) result in the Company having more than ninety (90) members; (iv) cause the termination (unless only for tax purposes under Section 708(b)(1)(B) of the SEC thereunder; 27 Code) or dissolution of the Company; (iiiv) cause the Company to be treated as a “publicly traded partnership” subject to tax as a corporation within the meaning of Section 7704 of the Code; (vi) unless the other Member waives in writing the application of this clause (iiivi) 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 Planemployment benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended from time to time; or (ivvii) 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 purposeslaw. 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 Transferring Member. Any purported assignment Transfer as to which the conditions set forth in the foregoing clauses (i) through (ivvii) 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) Each Except for Permitted Affiliate Transfers, 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 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 assignee. Each valuation most recently approved in accordance with Section 9.5. (i) The Member proposing to make an assignment a Transfer that is would be subject to this Section 7.1(f7.1(g) must deliver a written notice of its intention to Transfer such interest (the “Notice of Intent”) to the other Member not later than thirty twenty (3020) business days prior to the proposed closing date of such assignmentTransfer. Such notice 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 such interest, if known. (ii) The Member receiving the Notice of Intent shall have the right, for a period of fifteen (15) business days from the date of receipt of the prospective assignee. To exercise its right Notice of first refusal under this Section 7.1(fIntent (the “Acceptance Period”), to accept the other Member must deliver 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 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 fifteen (15) days of receipt of such notice, the Acceptance Period stating that it elects to exercise its right of first refusal offer and, if applicable, providing the identity of any Person(s) (including third parties unaffiliated with the exercising Member) Person that the non-assigning transferring Member designates as the purchaser(s)purchaser. (giii) Notwithstanding anything in this Agreement Following expiration of the Acceptance Period, the selling Member shall be free to the contrary, each Member acknowledges and agrees that in the event such Member is entitled to transfer sell its interest in the Company to a third party in a Transfer that otherwise meets the requirements of this Section 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 purchaser thereof than the price and terms stated in the Notice of Intent); provided that such sale takes place within twenty (20) business days after the expiration of the Acceptance Period (the “Sale Period”). To the extent the selling Member Transfers its interest in the Company during the Sale Period, the selling Member shall promptly notify the Company, prior and the Company shall promptly notify the other Member, as to the effectiveness of such transfer, such Member shall be obligated to 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 a Facility as a result such Transfer and the name of the owner(s) to whom the interest was Transferred. If no such sale occurs during the Sale Period, any attempted Transfer of such transfer; provided that interest shall again be subject to the right of first offer set forth in no event this Section 7.1(g) and such procedures shall any amounts funded by such Member exceed the remaining amount of its uncalled Capital Commitment)be repeated de novo.

Transfers by Members. (a) 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) Subject to the contrary, to the extent not prohibited by the terms requirements of any Facility, each Member may pledge, assign or hypothecate its interest to 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 sentencethis Article 7, the interest Entire 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 7.1(f)Transferred with Prior Board Approval. Notwithstanding the foregoing or any other provision contained herein to the contraryforegoing, without Prior Board Approval or the offering of such right of first refusalApproval, SkyKnight or NMFC in its capacity as an initial (i) any Member may assign Transfer its entire interest 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 transferor remains liable for its Capital Commitment. Commitment (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 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 documentation as reasonably satisfactory to requested by the other Member, and any assignment pursuant Member to show such Transfer is in accordance with this Section 7.1(a) shall be subject to satisfaction of the conditions set forth in Section 7.1(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-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 7.1(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 not: : (i) cause the securities issued by the Company to be required to be registered under violate the registration provisions of the Securities Act of 1933, as amended, or the securities laws of any other 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, as amended, and the rules and regulations of the SEC Securities and Exchange Commission 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 (iiiiv) 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 (ivv) 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 Transferring Member may require reasonable evidence as to the foregoing, including, without limitation, an opinion of counsel reasonably acceptable to the non-assigning Transferring Member. Any purported assignment Transfer as to which the conditions set forth in the foregoing clauses (i) through (ivv) 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) Each Except for Permitted Affiliate Transfers, 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 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 assignee. Each valuation most recently approved in accordance with Section 9.5. (i) The Member proposing to make an assignment a Transfer that is would be subject to this Section 7.1(f7.1(g) must deliver a written notice of its intention to Transfer such interest (the “Notice of Intent”) to the other Member not later than thirty (30) days prior to the proposed closing date of such assignmentTransfer. Such notice 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 such interest, if known. (ii) The Member receiving the Notice of Intent shall have the right, for a period of fifteen (15) business days from the date of receipt of the prospective assignee. To exercise its right Notice of first refusal under this Section 7.1(fIntent (the “Acceptance Period”), to accept the other Member must deliver 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 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 fifteen (15) days of receipt of such notice, the Acceptance Period stating that it elects to exercise its right of first refusal offer and, if applicable, providing the identity of any Person(s) (including third parties unaffiliated with the exercising Member) Person that the non-assigning transferring Member designates as the purchaser(s)purchaser. (giii) Notwithstanding anything in this Agreement Following expiration of the Acceptance Period, the selling Member shall be free to the contrary, each Member acknowledges and agrees that in the event such Member is entitled to transfer 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 7.1 on terms and conditions it deems acceptable (but at a price not less than the price and on terms not more favorable to the purchaser thereof than the price and terms stated in the Notice of Intent); provided that such sale takes place within sixty (60) days after the expiration of the Acceptance Period (the “Sale Period”). To the extent the selling Member Transfers its interest in the Company during the Sale Period, the Selling Holder shall promptly notify the Company, prior and the Company shall promptly notify the other Member, as to the effectiveness of such transfer, such Member shall be obligated to 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 a Facility as a result such Transfer and the name of the owner(s) to whom the interest was Transferred. If no such sale occurs during the Sale Period, any attempted Transfer of such transfer; provided that interest shall again be subject to the right of first offer set forth in no event this Section 7.1(g) and the procedures of this Section 7.1(g) shall any amounts funded by such Member exceed the remaining amount of its uncalled Capital Commitment)be repeated de novo.

Transfers by Members. (a) No Member shall transfer, assign, pledge or otherwise hypothecate may transfer its interest in the Company without Board Approval (which approval shall not be unreasonably withheld)Approval. In additionNotwithstanding the foregoing, 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 Approval, (which approval shall not be unreasonably withheld). Notwithstanding anything in this Section 7.1(ai) to the contrary, to the extent not prohibited by the terms of any Facility, each Member may pledge, assign or hypothecate its interest to 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 7.1(f). Notwithstanding the foregoing or any other provision contained herein to the contrary, without Board Approval or the offering of such right of first refusal, SkyKnight or NMFC in Transfer its capacity as an initial Member may assign its entire interest Entire Interest to an Affiliate of such Member or, in the case of STRS Ohio, a successor government plan established under the laws of the State of Ohio; 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 may be reassigned in whole but not in part to one the transferring Member is a party or more additional Affiliates of such Member(B) with prior written notice to each other Member, if SkyKnight or NMFC (as applicable) in its capacity as the assignor 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 documentation as reasonably satisfactory to requested by the other Member, and any assignment pursuant Member to show such Transfer is in accordance with this Section 7.1(a) shall be subject to satisfaction of the conditions set forth in Section 7.1(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. (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 7.1(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 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. (e) 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 Securities Act of 1933, as amended, or the securities laws of any other 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 1940 Act and the rules and regulations of the SEC thereunder; 27 ; (iii) result 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 (iiiiv) 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 (ivv) 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; or (v) cause the Company to be treated as a publicly traded partnership taxable as a corporation for federal tax purposes. 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 Transferring Member. Any purported assignment Transfer as to which the conditions set forth in the foregoing clauses (i) through (ivv) 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) 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. Each Member proposing to make an assignment that is subject to this Section 7.1(f) must deliver a notice to the other Member not later than thirty (30) days prior to the proposed closing date of such assignment. 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. To exercise its right of first refusal under this Section 7.1(f), the other Member must deliver a notice to the selling Member within fifteen (15) days of receipt of such notice, stating that it elects to exercise its right of first refusal and, if applicable, providing the identity of any Person(s) (including third parties unaffiliated with the exercising Member) that the non-assigning Member designates as the purchaser(s). (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 in the Company, prior to the effectiveness of such transfer, such Member shall be obligated to 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 a Facility as a result of such transfer; 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) No Member shall transferSubject to the requirements of this Article 7, assign, pledge or otherwise hypothecate its interest without Board Approval (which approval shall not be unreasonably withheld). In addition, if any portion of 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 investorMember’s interest in such Member without Board Approval (which approval shall not the Company may be unreasonably withheld)Transferred with Prior Committee Approval. Notwithstanding anything in this Section 7.1(a) to the contraryforegoing, to the extent not prohibited by the terms of any Facility, each Member may pledge, assign or hypothecate its interest to senior credit facility provider for such Member in compliance with all applicable securities laws without Prior Committee Approval but with prior written notice to each other Member. In additionthe Company at least three (3) business days prior to the contemplated Transfer, other than in accordance with the preceding sentence, the interest of a (i) any Member may not be assigned without first offering the other Member a right Transfer any portion of first refusal to purchase the interest as set forth in Section 7.1(f). Notwithstanding the foregoing or any other provision contained herein to the contrary, without Board Approval or the offering of such right of first refusal, SkyKnight or NMFC in its capacity as an initial Member may assign its entire interest to an Affiliate of such Member, (ii) a Pantheon Member (which may be reassigned may, with PNNT’s prior written consent, Transfer all or any portion of its membership interest in whole but not in part to one the Company and all or more additional Affiliates any portion of such Pantheon Member’s Subordinated Notes to any Person on and following January 31, 2025 (Transfers pursuant to clauses (i) with and, subject to PNNT’s prior written notice to consent, (ii), each, a “Permitted Transfer”) and (iii) any Member may make a transfer in accordance with Section 7.1(g) or Section 8.4(e), in each other Membercase if such Transfer is otherwise in accordance with the requirements of this Article 7; provided, if SkyKnight or NMFC (as applicable) that in its capacity as each case, the assignor transferor remains liable for its Capital Commitment. Notwithstanding the foregoing, if a Permitted Transfer is made without Prior Committee Approval pursuant to Section 7.1(a)(i) and the transferee in such Permitted Transfer thereafter ceases to be an Affiliate of the transferor, then the Permitted Transfer shall automatically be reversed. In connection with any Transfer by a Pantheon Member, the Company shall deliver to the transferee a certification pursuant to Proposed Treasury Regulation Section 1.1446(f)-2(b)(4)(i) (or any corresponding final Treasury Regulation that may be promulgated) and a certification pursuant to Treasury Regulation Section 1.1445-11T(d)(2)(i), in each case unless the Company shall have received advice from legal counsel of nationally recognized standing in the United States that, based upon a “more likely than not” level of comfort, the Company is not able to provide either of such certifications. (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 documentation as reasonably satisfactory to requested by the other Member, and any assignment pursuant Members to demonstrate that such Transfer is in accordance with this Section 7.1(a) shall be subject to satisfaction of the conditions set forth in Section 7.1(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-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 7.1(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 Securities Act of 1933, as amended, or the securities laws of any other 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 U.S. Investment Company Act and of 1940, as amended (the rules and regulations of the SEC thereunder; 27 “1940 Act”); (iii) result in the Company having more than ninety (90) members; (iv) cause the Company to be treated as a “publicly traded partnership” subject to tax as a corporation within the meaning of Section 7704 of the Code; (v) unless each of the other Member Members waives in writing the application of this clause (iiiv) 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 (ivvi) 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 Laws; or (v) cause the Company to be treated as a publicly traded partnership taxable as a corporation for federal tax purposeslaw. 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 Transferring Member, provided, that no opinion of counsel shall be required for a Permitted Transfer. Any purported assignment Transfer as to which the conditions set forth in the foregoing clauses (i) through (ivvi) 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 incurred by the Company, including, without limitation, including reasonable legal fees and expenses, in connection with any assignment or proposed assignment. (fg) Each Except for Permitted Transfers (excluding Permitted Transfers pursuant to Section 7.1(a)(ii), to which this Section 7.1(g) shall apply), each Member hereby unconditionally and irrevocably grants to the each 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 other Member may propose to assign Transfer to another Person, Person (other than an Affiliate pursuant to a Permitted Transfer pursuant to Section 7.1(a)) at the same price and on the same terms and conditions as those offered to the prospective assignee. Each valuation most recently approved in accordance with Section 9.5. (i) The Member proposing to make an assignment a Transfer that is would be subject to this Section 7.1(f7.1(g) must deliver a written notice of its intention to Transfer such interest (the “Notice of Intent”) to the other Member Members not later than thirty twenty (3020) business days prior to the proposed closing date of such assignmentTransfer. Such notice 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 such interest, if known. (ii) The Member receiving the Notice of Intent shall have the right, for a period of fifteen (15) business days from the date of receipt of the prospective assignee. To exercise its right Notice of first refusal under this Section 7.1(fIntent (the “Acceptance Period”), to accept the other Member must deliver 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 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 fifteen (15) days of receipt of such notice, the Acceptance Period stating that it elects to exercise its right of first refusal offer and, if applicable, providing the identity of any Person(s) (including third parties unaffiliated with the exercising Member) Person that the non-assigning transferring Member designates as the purchaser(s)purchaser. (giii) Following expiration of the Acceptance Period, the selling Member shall be free to sell its interest in the Company to a third party in a Transfer that otherwise meets the requirements of this Section 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 purchaser thereof than the price and terms stated in the Notice of Intent); provided that such sale takes place within twenty (20) business days after the expiration of the Acceptance Period (the “Sale Period”). To the extent the selling Member 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 Members, as to the terms of such Transfer and the name of the owner(s) to whom the interest was Transferred. If no such sale occurs during the Sale Period, any attempted Transfer of such interest shall again be subject to the right of first offer set forth in this Section 7.1(g) and such procedures shall be repeated de novo. (h) Notwithstanding anything any provision contained in this Agreement to the contrary, each a Transfer by a Member acknowledges and agrees that in shall be effective only if the event such Transferring Member is entitled to transfer simultaneously transfers or assigns the same proportion of its interest in the Company, prior Company and its Subordinated Notes to the effectiveness of such transfer, such Member shall be obligated to 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 a Facility as a result of such transfer; provided that in no event shall any amounts funded by such Member exceed the remaining amount of its uncalled Capital Commitment)same Person.

Transfers by Members. (a) No Within a period of five (5) years after the Initial Closing Date, other than with respect to the sale and transfer of the Membership Interest of a Defaulting Member shall transferor a Pledge Defaulting Member, assignas applicable, pledge in accordance with Section 4.3, the Membership Interest of a Member may not be transferred or assigned without the prior written consent of the other Member and may not be pledged or otherwise hypothecate hypothecated without the prior written consent of the other Member; provided, however, that CSL may pledge and/or assign 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) Membership Interest to the contrary, to the extent not prohibited by the terms of any Facility, each Member may pledge, assign or hypothecate its interest to senior credit facility provider provider(s) for such Member in compliance CSL with all applicable securities laws with prior written notice to each the other MemberMember 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 7.1(f8.1(f). Notwithstanding the foregoing or any other provision contained herein to the contraryforegoing, without Board Approval the prior written consent of the other Member or the offering of such right of first refusal, SkyKnight or NMFC in its capacity as an initial any Member may assign its entire interest Membership Interest to an a wholly owned 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 7.1(a8.1(a) shall be subject to satisfaction of the conditions set forth in Section 7.1(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 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 7.1(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 Securities Act of 1933, as amended, or the securities laws of any other 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 Act, and the rules and regulations of the SEC thereunder; 27 ; (iii) result 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 (iiiiv) 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 (ivvi) 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 (ivvi) 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) Each Except for assignments under the third sentence or the proviso of the first sentence of Section 8.1(a) or with respect to sales or transfers pursuant to Section 4.3, 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. Each Member proposing to make an assignment that is subject to this Section 7.1(f8.1(f) must deliver a notice to the other Member not later than thirty sixty (3060) days prior to the proposed closing date of such assignment. 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. To exercise its right of first refusal under this Section 7.1(f8.1(f), the other Member must deliver a notice to the selling Member within fifteen forty-five (1545) days of receipt of such notice, stating that it elects to exercise its right of first refusal and, if applicable, providing the identity of any Person(s) (including third parties unaffiliated with the exercising Member) Person that the non-assigning Member designates as the purchaser(s)purchaser. (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 in Membership Interest from the Company, prior to the effectiveness of such transfer, such Member shall be obligated to take such actions as are required to satisfy any restrictions on such transfer under any Facility (e.g., funding fund such Capital Contributions as may be required under the terms of a the 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 Unfunded Capital Commitment).

Transfers by Members. (a) No Member shall transfer, assign, pledge or otherwise hypothecate may transfer 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 Prior Board Approval (which approval shall not be unreasonably withheld)Approval. Notwithstanding anything in this Section 7.1(athe foregoing, without Prior Board Approval, (i) to the contrary, to the extent not prohibited by the terms of any Facility, each Member may pledge, assign or hypothecate its interest to 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 7.1(f). Notwithstanding the foregoing or any other provision contained herein to the contrary, without Board Approval or the offering of such right of first refusal, SkyKnight or NMFC in Transfer its capacity as an initial Member may assign its entire interest Entire Interest to an Affiliate of such Member; provided that either (1) 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 (which may be reassigned in whole but not in part to one or more additional Affiliates of such Member2) with prior written notice to each other Member, if SkyKnight or NMFC (as applicable) in its capacity as the assignor 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 documentation as reasonably satisfactory to requested by the other Member, and any assignment pursuant Member to show such Transfer is in accordance with this Section 7.1(a) shall be subject to satisfaction of the conditions set forth in Section 7.1(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-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 7.1(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 Securities Act of 1933, as amended, or the securities laws of any other 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 1940 Act and the rules and regulations of the SEC thereunder; 27 ; (iii) result 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 (iiiiv) 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 (ivv) 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; or (v) cause the Company to be treated as a publicly traded partnership taxable as a corporation for federal tax purposes. 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 Transferring Member. Any purported assignment Transfer as to which the conditions set forth in the foregoing clauses (i) through (ivv) 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) 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. Each Member proposing to make an assignment that is subject to this Section 7.1(f) must deliver a notice to the other Member not later than thirty (30) days prior to the proposed closing date of such assignment. 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. To exercise its right of first refusal under this Section 7.1(f), the other Member must deliver a notice to the selling Member within fifteen (15) days of receipt of such notice, stating that it elects to exercise its right of first refusal and, if applicable, providing the identity of any Person(s) (including third parties unaffiliated with the exercising Member) that the non-assigning Member designates as the purchaser(s). (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 in the Company, prior to the effectiveness of such transfer, such Member shall be obligated to 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 a Facility as a result of such transfer; 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) No Member shall transferSubject to the requirements of this Article 7, assign, pledge or otherwise hypothecate its interest without Board Approval (which approval shall not be unreasonably withheld). In addition, if any portion of 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 investorMember’s interest in such Member without Board Approval (which approval shall not the Company may be unreasonably withheld)Transferred with Prior Committee Approval. Notwithstanding anything in this Section 7.1(a) to the contraryforegoing, to the extent not prohibited by the terms of any Facility, each Member may pledge, assign or hypothecate its interest to senior credit facility provider for such Member in compliance with all applicable securities laws without Prior Committee Approval but with prior written notice to each other Member. In additionthe Company at least three (3) business days prior to the contemplated Transfer, other than in accordance with the preceding sentence, the interest of a (i) any Pantheon 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 7.1(f). Notwithstanding the foregoing Transfer all or any other provision contained herein to the contrary, without Board Approval or the offering portion of such right of first refusal, 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 Pantheon Member, and (ii) subject to Section 7.1(g), a Pantheon Member may Transfer all or any portion of its membership interest in the Company to any Person on and following August 9, 2025 and (iii) any Member may make a transfer in accordance with Section 8.3(e), in each case if SkyKnight or NMFC such Transfer is otherwise in accordance with the requirements of this Article 7 (as applicableTransfers pursuant to clauses (i), (ii) and (iii), each, a “Permitted Transfer”); provided, that in its capacity as each case, the assignor transferor remains liable for its Capital Commitment. Notwithstanding the foregoing, if a Permitted Transfer is made without Prior Committee Approval pursuant to Section 7.1(a)(i) and the transferee in such Permitted Transfer thereafter ceases to be an Affiliate of the transferor, then the Permitted Transfer shall automatically be reversed. In connection with any Transfer by a Pantheon Member, the Company shall deliver to the transferee a certification pursuant to Treasury Regulation Section 1.1446(f)-2(b)(4)(i) and a certification pursuant to Treasury Regulation Section 1.1445-11T(d)(2)(i), in each case unless the Company shall have received advice from legal counsel of nationally recognized standing in the United States that, based upon a “more likely than not” level of comfort, the Company is not able to provide either of such certifications. (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 documentation as reasonably satisfactory to requested by the other Member, and any assignment pursuant Members to demonstrate that such Transfer is in accordance with this Section 7.1(a) shall be subject to satisfaction of the conditions set forth in Section 7.1(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-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 7.1(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 Securities Act of 1933, as amended, or the securities laws of any other 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 U.S. Investment Company Act and the rules and regulations of the SEC thereunder; 27 1940, as amended; (iii) result in the Company having more than ninety (90) members; (iv) cause the Company to be treated as a “publicly traded partnership” subject to tax as a corporation within the meaning of Section 7704 of the Code; (v) unless each of the other Member Members waives in writing the application of this clause (iiiv) 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 (ivvi) 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 Laws; or (v) cause the Company to be treated as a publicly traded partnership taxable as a corporation for federal tax purposeslaw. 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 Transferring Member (which may be in-house counsel of such Transferring Member), provided, that no opinion of counsel shall be required for a Permitted Transfer pursuant to Section 7.1(a)(i). Any purported assignment Transfer as to which the conditions set forth in the foregoing clauses (i) through (ivvi) 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) Each Except for Permitted Transfers (excluding Permitted Transfers pursuant to Section 7.1(a)(ii), to which this Section 7.1(g) shall apply), BCSF hereby unconditionally and irrevocably grants to each Pantheon Member, and each Pantheon Member hereby unconditionally and irrevocably grants to the other Member or its designee 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. Each following: (i) The Member proposing to make an assignment a Transfer that is would be subject to this Section 7.1(f7.1(g) must deliver a written notice of its intention to Transfer such interest (the “Notice of Intent”) to the other Member Members not later than thirty twenty (3020) business days prior to the proposed closing date of such assignmentTransfer. Such notice Notice of Intent shall contain the proposed purchase price for the interest subject of such proposed Transfer and the other material terms and conditions of such proposed Transfer and shall identify the proposed transferee of such interest, if known. (includingii) The Member receiving the Notice of Intent shall have the right, without limitation, price and form for a period of considerationfifteen (15) business days from the date of receipt of the proposed assignment and Notice of Intent (the identity of the prospective assignee. To exercise its right of first refusal under this Section 7.1(f“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 Member must deliver 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 fifteen (15) days of receipt of such notice, the Acceptance Period stating that it elects to exercise its right of first refusal offer and, if applicable, providing the identity of any Person(s) (including third parties unaffiliated with the exercising Member) Person that the non-assigning transferring Member designates as the purchaser(s)purchaser. (giii) Following expiration of the Acceptance Period, the selling Member shall be free to sell its interest in the Company to a third party in a Transfer that otherwise meets the requirements of this Section 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 purchaser thereof than the price and terms stated in the Notice of Intent); provided that such sale takes place within one hundred and eighty (180) calendar days after the expiration of the Acceptance Period (the “Sale Period”). To the extent the selling Member 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 Members, as to the terms of such Transfer and the name of the owner(s) to whom the interest was Transferred. If no such sale occurs during the Sale Period, any attempted Transfer of such interest shall again be subject to the right of first offer set forth in this Section 7.1(g) and such procedures shall be repeated de novo. (iv) 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 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 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 a Facility as a result of such transfer; provided that in no event shall any amounts funded by such Member exceed the remaining amount of its uncalled Capital Commitment)same Person.