Common use of Withdrawal of and Transfer by the Managing Member Clause in Contracts

Withdrawal of and Transfer by the Managing Member. The Managing Member may not voluntarily withdraw from the Company or Transfer its Interest as managing member of the Company prior to March 31, 2020, unless such withdrawal or Transfer has been approved by a Majority Vote of Members (not including the Managing Member or its Affiliates, including any Person or account the Interest of which is managed by Brookfield on a discretionary basis); provided, however, that the Managing Member may, at its expense, without the consent of any Non-Managing Member, (i) be reconstituted as or converted into a corporation or other form of entity (any such reconstituted or converted entity being deemed to be the Managing Member for all purposes hereof) by merger, consolidation, amalgamation, plan of arrangement or otherwise, so long as such transaction does not result in a Change of Control, or (ii) the Managing Member may Transfer its Interest as managing member of the Company to one (1) or more wholly-owned Subsidiaries of BAM so long as such other entity shall have assumed in writing the obligations of the Managing Member with respect to such Transferred Interest under this Agreement, the Subscription Agreements and any other related agreements of the Managing Member. In the event of a Transfer contemplated by this Section 10.2, its Transferee shall be substituted in its place and admitted to the Company as managing member of the Company upon its execution of a counterpart of this Agreement, and immediately thereafter, the former managing member shall cease to be a managing member of the Company, and such substituted managing member is hereby authorized to, and shall, continue the business of the Company without dissolution as the Managing Member.

Withdrawal of and Transfer by the Managing Member. The Neither the Managing Member nor the Class B Member may not voluntarily withdraw from the Company or Transfer its Interest as managing member prior to the tenth (10th) anniversary of the Company prior to March 31, 2020Initial Closing Date, unless such withdrawal or Transfer has been approved by a Hyper-Majority Vote of Members (not including the Managing Member or its Affiliates, including any Person or account the Interest of which is managed by Brookfield on a discretionary basis); provided, however, that the Managing Member or the Class B Member may, at its expense, without the consent of any Non-Managing Member, (i) be reconstituted as or converted into a corporation or other form of entity (any such reconstituted or converted entity being deemed to be the Managing Member or the Class B Member, as applicable, for all purposes hereof) by merger, consolidation, amalgamation, plan of arrangement or otherwise, so long as such transaction does not result in a Change of Control, or (ii) (A) in the case of the Managing Member may Member, Transfer its Class C Interest as managing member (or any portion thereof) or (B) in the case of the Company Class B Member, Transfer its Class B Interest (or any portion thereof), in each case to one (1) or more wholly-owned Subsidiaries of BAM so long as such other entity shall have assumed in writing the obligations of the Managing Member or the Class B Member, as applicable, with respect to such Transferred Interest under this Agreement, the Subscription Agreements and any other related agreements of the Managing Member, or the Class B Member, as applicable, including any obligations under Sections 3.5(b)(iii) and 6.7 hereof in respect of distributions of Carried Interest received by the Class B Member. In the event of a Transfer contemplated by of all of its Interest as a managing member of the Company in accordance with this Section 10.2, its Transferee shall be substituted in its place and admitted to the Company as managing member of the Company upon its execution of a counterpart of this Agreement, and immediately thereafter, the former managing member shall cease to be a managing member of the Company, and such substituted managing member is hereby authorized to, and shall, continue the business of the Company without dissolution as the Managing Member.

Withdrawal of and Transfer by the Managing Member. The Neither the Managing Member nor the Class B Member may not voluntarily withdraw from the Company or Transfer its Interest as managing member prior to the tenth (10th) anniversary of the Company prior to March 31, 2020Initial Closing Date, unless such withdrawal or Transfer has been approved by a Hyper-Majority Vote of Members (not including the Managing Member or its Affiliates, including any Person or account the Interest of which is managed by Brookfield on a discretionary basis); provided, however, that the Managing Member or the Class B Member may, at its expense, without the consent of any Non-Managing Member, (i) be reconstituted as or converted into a corporation or other form of entity (any such reconstituted or converted entity being deemed to be the Managing Member or the Class B Member, as applicable, for all purposes hereof) by merger, consolidation, amalgamation, plan of arrangement or otherwise, so long as such transaction does not result in a Change of Control, or (ii) (A) in the case of the Managing Member may Member, Transfer its Class C Interest as managing member (or any portion thereof) or (B) in the case of the Company Class B Member, Transfer its Class B Interest (or any portion thereof), in each case to one (1) or more wholly-owned Subsidiaries of BAM so long as such other entity shall have assumed in writing the obligations of the Managing Member or the Class B Member, as applicable, with respect to such Transferred Interest under this Agreement, the Subscription Agreements and any other related agreements of the Managing Member, or the Class B Member, as applicable, including any obligations under Sections 3.5(b)(iv) and 6.7 hereof in respect of distributions of Carried Interest received by the Class B Member. In the event of a Transfer contemplated by of all of its Interest as a managing member of the Company in accordance with this Section 10.2, its Transferee shall be substituted in its place and admitted to the Company as managing member of the Company upon its execution of a counterpart of this Agreement, and immediately thereafter, the former managing member shall cease to be a managing member of the Company, and such substituted managing member is hereby authorized to, and shall, continue the business of the Company without dissolution as the Managing Member.