Common use of General Restrictions on Transfer Clause in Contracts

General Restrictions on Transfer. (a) Each Member acknowledges and agrees that such Member (or any Permitted Transferee of such Member) shall not Transfer any Units or Unit Equivalents except as permitted pursuant to Section 9.02 or in accordance with the procedures described in Section 9.03 and Section 9.04. (b) Notwithstanding any other provision of this Agreement (including Section 9.02), each Member agrees that it will not, directly or indirectly, Transfer any of its Units, and the Company agrees that it shall not issue any Units: (i) except as permitted under the Securities Act and other applicable federal or state securities or blue sky laws, and then, with respect to a Transfer of Units, if requested by the Company, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act; (ii) if such Transfer or issuance would cause the Company to be considered a “publicly traded partnership” under Section 7704(b) of the Code within the meaning of Treasury Regulation Section 1.7704-1(h)(1)(ii), including the look-through rule in Treasury Regulation Section 1.7704-1(h)(3); (iii) if such Transfer or issuance would affect the Company’s existence or qualification as a limited liability company under the Delaware Act; (iv) if such Transfer or issuance would cause the Company to lose its status as a partnership for federal income tax purposes; (v) if such Transfer or issuance would cause a termination of the Company for federal income tax purposes; (vi) if such Transfer or issuance would cause the Company or any of the Company Subsidiaries to be required to register as an investment company under the Investment Company Act of 1940, as amended; or (vii) if such Transfer or issuance would cause the assets of the Company or any of the Company Subsidiaries to be deemed “Plan Assets” as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any “prohibited transaction” thereunder involving the Company or any Company Subsidiary. In any event, the Board may refuse the Transfer to any Person if such Transfer would have a material adverse effect on the Company as a result of any regulatory or other restrictions imposed by any Governmental Authority. (c) Any Transfer or attempted Transfer of any Units in violation of this Agreement shall be null and void, no such Transfer shall be recorded on the Company’s books and the purported Transferee in any such Transfer shall not be treated (and the purported Transferor shall continue be treated) as the owner of such Units for all purposes of this Agreement.

General Restrictions on Transfer. (a) Each Member acknowledges and agrees that such Member (or any Permitted Transferee of such Member) shall not Transfer any Units or Unit Equivalents except Except as permitted pursuant to Section 9.02 8.02 or in accordance with the procedures described set forth in this Section 9.03 and 9.01, no Member shall Transfer all or any portion of its Membership Interest in the Company, except with the written consent of the Majority Members. No Transfer of Membership Interests to a Person not already a Member of the Company shall be deemed completed until the prospective Transferee is admitted as a Member of the Company in accordance with Section 9.044.01(b) hereof. (b) Notwithstanding any other provision of this Agreement (including Section 9.028.02), each Member agrees that it will not, directly not Transfer all or indirectly, Transfer any portion of its UnitsMembership Interest in the Company, and the Company agrees that it shall not issue any UnitsMembership Interests: (i) except as permitted under the Securities Act and other applicable federal or state securities or blue sky laws, and then, with respect to a Transfer of Units, if requested by the CompanyMembership Interests, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act; (ii) if such Transfer or issuance would cause the Company to be considered a “"publicly traded partnership” " under Section 7704(b) of the Code within the meaning of Treasury Regulation Regulations Section 1.7704-1(h)(1)(ii), including the look-through rule in Treasury Regulation Regulations Section 1.7704-1(h)(3); (iii) if such Transfer or issuance would affect the Company’s 's existence or qualification as a limited liability company under the Delaware ActNRS; (iv) if such Transfer or issuance would cause the Company to lose its status as a partnership for federal income tax purposes; (v) if such Transfer or issuance would cause a termination of the Company for federal income tax purposes; (vi) if such Transfer or issuance would cause the Company or any of the Company Subsidiaries to be required to register as an investment company under the Investment Company Act of 1940, as amended; or (viivi) if such Transfer or issuance would cause the assets of the Company or any of the Company Subsidiaries to be deemed “"Plan Assets” " as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any “"prohibited transaction” " thereunder involving the Company or any Company Subsidiary. In any event, the Board may refuse the Transfer to any Person if such Transfer would have a material adverse effect on the Company as a result of any regulatory or other restrictions imposed by any Governmental AuthorityCompany. (c) Any Transfer or attempted Transfer of any Units Membership Interest in violation of this Agreement shall be null and void, no such Transfer shall be recorded on the Company’s 's books and the purported Transferee in any such Transfer shall not be treated (and the purported Transferor shall continue to be treated) as the owner of such Units Membership Interest for all purposes of this Agreement. (d) For the avoidance of doubt, any Transfer of a Membership Interest permitted by this Agreement shall be deemed a sale, transfer, assignment, or other disposal of such Membership Interest in its entirety as intended by the parties to such Transfer, and shall not be deemed a sale, transfer, assignment, or other disposal of any less than all of the rights and benefits described in the definition of the term "Membership Interest," unless otherwise explicitly agreed to by the parties to such Transfer.

General Restrictions on Transfer. (a) Each Member acknowledges and agrees that such Member (or any Permitted Transferee of such Member) shall not Transfer any Units or Unit Equivalents except Except as permitted pursuant to Section 9.02 6.02, no Member shall Transfer all or any portion of its Membership Interest in the Company, except with the advance written consent of the Manager. No Transfer of Membership Interests to a Person not already a Member of the Company shall be deemed completed until the prospective Transferee is admitted as a Member of the Company in accordance with Section 2.03 hereof. Additionally, each Member agrees that prior to any Transfer of all or any portion of its Membership Interest in the procedures described in Company, such Member shall comply with the provisions of Section 9.03 and Section 9.046.05. (b) Notwithstanding any other provision of this Agreement (including Section 9.026.02), each Member agrees that it will not, directly not Transfer all or indirectly, Transfer any portion of its UnitsMembership Interest in the Company, and the Company agrees that it shall not issue any UnitsMembership Interests: (i) except as permitted under the Securities Act and other applicable federal or state securities or blue sky laws, and then, with respect to a Transfer of Units, if requested by the CompanyMembership Interests, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act; (ii) if such Transfer or issuance would cause the Company to be considered a “publicly traded partnership” under Section 7704(b) of the Code within the meaning of Treasury Regulation Regulations Section 1.7704-1(h)(1)(ii), including the look-through rule in Treasury Regulation Section 1.7704-1(h)(3); (iii) if such Transfer or issuance would affect the Company’s existence or qualification as a limited liability company under the Delaware Act; (iv) if such Transfer or issuance would cause the Company to lose its status as a partnership for federal income tax purposes; (v) if such Transfer or issuance would cause a termination of the Company for federal income tax purposes; (vi) if such Transfer or issuance would cause the Company or any of the Company Subsidiaries to be required to register as an investment company under the Investment Company Act of 1940, as amended; or (vii) if such Transfer or issuance would cause the assets of the Company or any of the Company Subsidiaries to be deemed “Plan Assets” as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any “prohibited transaction” thereunder involving the Company or any Company Subsidiary. In any event, the Board may refuse the Transfer to any Person if such Transfer would have a material adverse effect on the Company as a result of any regulatory or other restrictions imposed by any Governmental AuthorityCompany. (c) Any Transfer or attempted Transfer of any Units Membership Interest in violation of this Agreement shall be null and void, no such Transfer shall be recorded on the Company’s books and the purported Transferee in any such Transfer shall not be treated (and the purported Transferor shall continue be treated) as the owner of such Units Membership Interest for all purposes of this Agreement. (d) For the avoidance of doubt, any Transfer of a Membership Interest permitted by this Agreement shall be deemed a sale, transfer, assignment, or other disposal of such Membership Interest in its entirety as intended by the parties to such Transfer, and shall not be deemed a sale, transfer, assignment, or other disposal of any less than all of the rights and benefits described in the definition of the term “Membership Interest,” unless otherwise explicitly agreed to by the parties to such Transfer.

General Restrictions on Transfer. (a) Each Member acknowledges and agrees that such No Member (or any Permitted Transferee of such a Member) shall not Transfer any Units or Unit Equivalents without the prior written consent of the Managers except as permitted pursuant to Section 9.02 or in accordance with the procedures described in Section 9.03 and or Section 9.04. Such written consent may specify the rights and obligations the Transferee shall have, including whether the Transferee is to be admitted as a Member. No Transfer of Units or Unit Equivalents to a Person not already a Member of the Company shall be deemed completed until the requirements of Section 4.01(b) have been satisfied. (b) Notwithstanding any other provision of this Agreement (including Section 9.02), each no Member agrees that it will not(or any Permitted Transferee of a Member) shall, directly or indirectly, Transfer any of its UnitsUnits or Unit Equivalents, and the Company agrees that it shall not issue any UnitsUnits or Unit Equivalents: (i) except as permitted under the Securities Act and other applicable federal or state securities or blue sky laws, and then, with respect to a Transfer of UnitsUnits or Unit Equivalents, if requested by the Company, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act; (ii) if such Transfer or issuance would cause the Company to be considered a “publicly traded partnership” under Section 7704(b) of the Code within the meaning of Treasury Regulation Regulations Section 1.7704-1(h)(1)(ii), including the look-through rule in Treasury Regulation Regulations Section 1.7704-1(h)(3); (iii) if such Transfer or issuance would affect the Company’s existence or qualification as a limited liability company under the Delaware Georgia Act; (iv) if such Transfer or issuance would cause the Company to lose its status as a partnership disregarded entity (or, for any period in which there is more than one Member holding Class A Units, a partnership) for federal income tax purposes; (v) if such Transfer or issuance would cause a termination of the Company for federal income tax purposes; (vi) if such Transfer or issuance would cause the Company or any of the Company Subsidiaries to be required to register as an investment company under the Investment Company Act of 1940, as amended; or; (viivi) if such Transfer or issuance would cause the assets of the Company or any of the Company Subsidiaries to be deemed “Plan Assets” as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any “prohibited transaction” thereunder involving the Company; or (vii) until the transferee provides the Company with any know-your-customer or any Company Subsidiaryother information as may reasonably be requested by the Company. In any event, the Board Managers may refuse the Transfer to any Person if such Transfer would have a material adverse effect on the Company as a result of any regulatory or other restrictions imposed by any Governmental Authority. (c) Any Transfer or attempted Transfer of any Units or Unit Equivalents in violation of this Agreement shall be null and void, and no such Transfer shall be recorded on the Company’s books and the purported Transferee in any such Transfer shall not be treated (and the purported Transferor shall continue be treated) as the owner of such Units or Unit Equivalents for all any purposes of this Agreement. (d) For the avoidance of doubt, any Transfer of Units or Unit Equivalents permitted by Section 9.02 or made in accordance with the procedures described in Section 9.03 or Section 9.04, as applicable, and purporting to be a sale, transfer, assignment or other disposal of the entire Ownership Interest represented by such Units or Unit Equivalents, inclusive of all the rights and benefits applicable to such Ownership Interest as described in the definition of the term “Ownership Interest,” shall be deemed a sale, transfer, assignment or other disposal of such Ownership Interest in its entirety as intended by the parties to such Transfer, and shall not be deemed a sale, transfer, assignment or other disposal of any less than all of the rights and benefits described in the definition of the term “Ownership Interest,” unless otherwise explicitly agreed to by the parties to such Transfer.

General Restrictions on Transfer. (a) Each Until the consummation of a Qualified Public Offering, no Member acknowledges and agrees that such Member or Warrant Holder (or any Permitted Transferee of such MemberMember or Warrant Holder) shall not may Transfer any Units or Unit Equivalents except as permitted pursuant to Section 9.02 10.02 or in accordance with the procedures described in Section 9.03 and 10.03 through Section 9.0410.08, as applicable. (b) Notwithstanding any other provision of this Agreement (including Section 9.0210.02), each prior to the consummation of a Qualified Public Offering, no Member agrees that it will notor Warrant Holder may, directly or indirectly, Transfer any of its UnitsUnits or Unit Equivalents, and the Company agrees that it shall not issue any UnitsUnits or Unit Equivalents: (i) except as permitted under the Securities Act and other applicable federal or state securities or blue sky laws, laws and then, with respect to a Transfer of UnitsUnits or Unit Equivalents, if requested by the Company, only upon delivery to the Company of an opinion of counsel (including internal counsel) in form and substance reasonably satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act; (ii) if such Transfer or issuance would require the Company to register any class or series of Units or Unit Equivalents under the Exchange Act; (iii) if such Transfer would cause the Company to be considered a “publicly traded partnership” under Section 7704(b) of the Code within the meaning of Treasury Regulation Regulations Section 1.7704-1(h)(1)(ii), including the look-through rule in Treasury Regulation Regulations Section 1.7704-1(h)(3); (iiiiv) if such Transfer or issuance would affect the Company’s existence or qualification as a limited liability company under the Delaware Act; (ivv) if such Transfer or issuance would cause the Company to lose its status as a partnership for federal income tax purposes; (v) if such Transfer or issuance would cause a termination of the Company for federal income tax purposes; (vi) if such Transfer or issuance would cause the Company or any of the Company Subsidiaries to be required to register as an investment company under the Investment Company Act of 1940, as amended; or; (vii) if such Transfer or issuance would cause the assets of the Company or any of the Company Subsidiaries to be deemed “Plan Assets” as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any “prohibited transaction” thereunder involving the Company or any Company Subsidiary; or (viii) to any Disqualified Lender as defined in the Credit Agreement or any other Person reasonably determined by the Board to be a competitor of the Company or any Company Subsidiary. In any event, the Board may refuse the Transfer to any Person if such Transfer would have a material adverse effect on the Company as a result of any regulatory or other restrictions imposed by any Governmental Authority. (c) Any Transfer or attempted Transfer of any Units or Unit Equivalents in violation of this Agreement shall be null and void, no such Transfer shall be recorded on the Company’s books and the purported Transferee in any such Transfer shall not be treated (and the purported Transferor shall continue be treated) as the owner of such Units or Unit Equivalents for all purposes of this Agreement. (d) No Transfer of Units or Unit Equivalents to a Person not already a Member of the Company or otherwise a party to this Agreement shall be completed or effective as against the Company, any Member or any Warrant Holder unless and until the prospective Transferee is admitted as a Member of the Company in accordance with Section 4.01(b) hereof or otherwise becomes a party to this Agreement. (e) For the avoidance of doubt, any Transfer of Units or Unit Equivalents permitted by Section 10.02 or made in accordance with the procedures described in Section 10.03 through Section 10.08, as applicable, and purporting to be a sale, transfer, assignment or other disposal of the entire Membership Interest represented by such Units or Unit Equivalents, inclusive of all the rights and benefits applicable to such Membership Interest as described in the definition of the term Membership Interest, shall be deemed a sale, transfer, assignment or other disposition of such Membership Interest in its entirety as intended by the parties to such Transfer and shall not be considered or deemed to be a sale, transfer, assignment or other disposition of any less than all of the rights and benefits described in the definition of the term Membership Interest, unless otherwise explicitly agreed by the parties to such Transfer.

General Restrictions on Transfer. (a) Each Member acknowledges and agrees that such Member (or any Permitted Transferee of such Member) shall not Transfer any Units or Unit Equivalents except Except as permitted pursuant to Section 9.02 or in accordance with the procedures described set forth in Section 9.03 and 9.03, no Member shall Transfer all or any portion of its Membership Interest in the Company except with the written consent of the Majority Interest. No Transfer of Membership Interests to a Person not already a Member of the Company shall be deemed completed until the prospective Transferee is admitted as a Member of the Company in accordance with Section 9.044.01(b) hereof. (b) Notwithstanding any other provision of this Agreement (including Section 9.02), each Member agrees that it will not, directly not Transfer all or indirectly, Transfer any portion of its UnitsMembership Interest in the Company, and the Company agrees that it shall not issue any UnitsMembership Interests: (i) except as permitted under the Securities Act and other applicable federal or state securities or blue sky laws, and then, with respect to a Transfer of Units, if requested by the CompanyMembership Interests, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act;; SugarRush 5058, LLCOperating AgreementPage 30 of 53 (ii) if such Transfer or issuance would cause the Company to be considered a “publicly traded partnership” under Section 7704(b) of the Code within the meaning of Treasury Regulation Regulations Section 1.7704-1(h)(1)(ii), including the look-through rule in Treasury Regulation Regulations Section 1.7704-1(h)(3); (iii) if such Transfer or issuance would affect the Company’s existence or qualification as a limited liability company under the Delaware ActRULLCA; (iv) if such Transfer or issuance would cause the Company to lose its status as a partnership for federal income tax purposes; (v) if such Transfer or issuance would cause a termination of the Company for federal income tax purposes; (vi) if such Transfer or issuance would cause the Company or any of the Company Subsidiaries to be required to register as an investment company under the Investment Company Act of 1940, as amended; (vi) if such Transfer or issuance would cause the Company to lose any of the Licenses, or would otherwise materially impair the Company’s compliance with Applicable Law; or (vii) if such Transfer or issuance would cause the assets of the Company or any of the Company Subsidiaries to be deemed “Plan Assets” as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any “prohibited transaction” thereunder involving the Company or any Company Subsidiary. In any event, the Board may refuse the Transfer to any Person if such Transfer would have a material adverse effect on the Company as a result of any regulatory or other restrictions imposed by any Governmental AuthorityCompany. (c) Any Transfer or attempted Transfer of any Units Membership Interest in violation of this Agreement shall be null and void, no such Transfer shall be recorded on the Company’s books and the purported Transferee in any such Transfer shall not be treated (and the purported Transferor shall continue to be treated) as the owner of such Units Membership Interest for all purposes of this Agreement. (d) For the avoidance of doubt, any Transfer of a Membership Interest permitted by this Agreement shall be deemed a sale, transfer, assignment, or other disposal of such Membership Interest in its entirety as intended by the parties to such Transfer, and shall not be deemed a sale, transfer, assignment, or other disposal of any less than all of the rights and benefits described in the definition of the term “Membership Interest,” unless otherwise explicitly agreed to in writing by the Majority Interests.

General Restrictions on Transfer. (a) Each Member acknowledges and agrees that such Member (or any Permitted Transferee of such Member) shall not Transfer any Units or Unit Equivalents except as permitted pursuant to Section 9.02 10.02 or in accordance with the procedures described in Section 9.03 10.03 through Section 10.07, as applicable. No Transfer of Units to a Person not already a Member of the Company shall be deemed completed until the prospective Transferee is admitted as a Member of the Company in accordance with Section 4.01(b) hereof. The Common Unit Member acknowledges and Section 9.04agrees that its Affiliates may not Transfer or cause the Transfer of any Units except as provided herein and such Affiliates may not transfer their equity interest in the Common Unit Member except in accordance with this Article X. For clarity, any equity interest in the Common Unit Member owned by an Affiliate of the Common Unit Member shall be subject to the restrictions of this Article X and the right of first refusal rights, drag-along and tag-along rights of the Sponsor under this Article X to the same extent and in the same manner as the Units held by the Common Unit Member. (b) Notwithstanding any other provision of this Agreement (including Section 9.0210.02), each Member agrees that it will not, directly or indirectly, Transfer any of its Units, and the Company agrees that it shall not issue any Units: (i) except as permitted under the Securities Act and other applicable federal or state securities or blue sky laws, and then, with respect to a Transfer of Units, if requested by the Company, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act; (ii) if such Transfer or issuance would cause the Company to be considered a “"publicly traded partnership” " under Section 7704(b) of the Code within the meaning of Treasury Regulation Regulations Section 1.7704-1(h)(1)(ii), including the look-through rule in Treasury Regulation Regulations Section 1.7704-1(h)(3); (iii) if such Transfer or issuance would affect the Company’s 's existence or qualification as a limited liability company under the Delaware North Carolina Act; (iv) if such Transfer or issuance would cause the Company to lose its status as a partnership for federal income tax purposes; (v) if such Transfer or issuance would cause a termination of the Company for federal income tax purposes; (vi) if such Transfer or issuance would cause the Company or any of the Company Subsidiaries to be required to register as an investment company under the Investment Company Act of 1940, as amended; or (vii) if such Transfer or issuance would cause the assets of the Company or any of the Company Subsidiaries to be deemed “"Plan Assets” " as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any “"prohibited transaction” " thereunder involving the Company or any Company Subsidiary. In any event, the Board may refuse the Transfer to any Person if such Transfer would have a material adverse effect on the Company as a result of any regulatory or other restrictions imposed by any Governmental Authority. (c) Any Transfer or attempted Transfer of any Units in violation of this Agreement shall be null and void, no such Transfer shall be recorded on the Company’s 's books and the purported Transferee in any such Transfer shall not be treated (and the purported Transferor shall continue be treated) as the owner of such Units for all purposes of this Agreement. (d) For the avoidance of doubt, any Transfer of Units permitted by Section 10.02 or made in accordance with the procedures described in Section 10.03 through Section 10.07, as applicable, and purporting to be a sale, transfer, assignment or other disposal of the entire Membership Interest represented by such Units, inclusive of all the rights and benefits applicable to such Membership Interest as described in the definition of the term "Membership Interest," shall be deemed a sale, transfer, assignment or other disposal of such Membership Interest in its entirety as intended by the parties to such Transfer, and shall not be deemed a sale, transfer, assignment or other disposal of any less than all of the rights and benefits described in the definition of the term "Membership Interest," unless otherwise explicitly agreed to by the parties to such Transfer.

General Restrictions on Transfer. (a) Each Member acknowledges and agrees that such Member (or any Permitted Transferee of such Member) shall not Transfer any Units or Unit Equivalents except Except as permitted pursuant to Section 9.02 or in accordance with the procedures described set forth in Section 9.03 and or Section 9.04, no Member shall Transfer all or any portion of its Units. No Transfer of Units to a Person not already a Member of the Company shall be deemed completed until the prospective Transferee is admitted as a Member of the Company in accordance with Section 5.01(b) hereof. (b) Notwithstanding any other provision of this Agreement (including Section 9.02), each Member agrees that it will not, directly not Transfer all or indirectly, Transfer any portion of its Units, and the Company agrees that it shall not issue any new Units: (i) except as permitted under the Securities Act and other applicable federal or state securities or blue sky laws, and then, with respect to a Transfer of Units, if requested by the Company, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act; (ii) if such Transfer or issuance would cause the Company to be considered a “publicly traded partnership” under Section 7704(b) of the Code within the meaning of Treasury Regulation Regulations Section 1.7704-1(h)(1)(ii), including the look-through rule in Treasury Regulation Regulations Section 1.7704-1(h)(3); (iii) if such Transfer or issuance would affect the Company’s existence or qualification as a limited liability company under the Delaware Act; (iv) if such Transfer or issuance would cause the Company to lose its status as a partnership for federal income tax purposes; (v) if such Transfer or issuance would cause a termination of the Company for federal income tax purposes; (vi) if such Transfer or issuance would cause the Company or any of the Company Subsidiaries to be required to register as an investment company under the Investment Company Act of 1940, as amended; or (viivi) if such Transfer or issuance would cause the assets of the Company or any of the Company Subsidiaries to be deemed “Plan Assets” as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any “prohibited transaction” thereunder involving the Company or any Company Subsidiary. In any event, the Board may refuse the Transfer to any Person if such Transfer would have a material adverse effect on the Company as a result of any regulatory or other restrictions imposed by any Governmental AuthorityCompany. (c) Any Transfer or attempted Transfer of any Units in violation of this Agreement shall be null and void, no such Transfer shall be recorded on the Company’s books and the purported Transferee in any such Transfer shall not be treated (and the purported Transferor shall continue be treated) as the owner of such Units for all purposes of this Agreement. (d) For the avoidance of doubt, any Transfer of Units permitted by this Agreement shall be deemed a sale, transfer, assignment or other disposal of such Units in their entirety as intended by the parties to such Transfer, and shall not be deemed a sale, transfer, assignment or other disposal of less than all of the rights and benefits such Units unless otherwise explicitly agreed to by the parties to such Transfer.

General Restrictions on Transfer. (a) Each Member acknowledges and agrees that such Member (or any Permitted Transferee of such Member) shall not Transfer any Units or Unit Equivalents except as permitted pursuant to Section 9.02 or in accordance with the procedures described set forth in Section 9.03 and 9.03, as applicable. No Transfer of Units to a Person not already a Member of the Company shall be deemed completed until the prospective Transferee is admitted as a Member of the Company in accordance with Section 9.044.02(b). (b) Notwithstanding any other provision of this Agreement (including Section 9.02), each Member agrees that it such Member will not, directly or indirectly, not Transfer any of its such Member's Units, and the Company agrees that it shall not issue any Units: (i) except as permitted under the Securities Act and other applicable federal or state securities or blue sky laws, and then, with respect to a Transfer of Units, if requested by the CompanyManaging Member, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act; (ii) if such Transfer or issuance would cause the Company to be considered a “"publicly traded partnership” " under Code Section 7704(b) of the Code within the meaning of Treasury Regulation Section 1.7704-1(h)(1)(ii), including the look-through rule in Treasury Regulation Section 1.7704-1(h)(3); (iii) if such Transfer or issuance would affect the Company’s 's existence or qualification as a limited liability company under the Delaware ActDLLCA; (iv) if such Transfer or issuance would cause the Company to lose its status as a partnership for federal income tax purposes; (v) if such Transfer or issuance would cause a termination of the Company for federal income tax purposes; (vi) if such Transfer or issuance would cause the Company or any of the Company Subsidiaries to be required to register as an investment company under the Investment Company Act of 1940, as amended; or (viivi) if such Transfer or issuance would cause the assets of the Company or any of the Company Subsidiaries to be deemed “"Plan Assets” " as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any “"prohibited transaction” " thereunder involving the Company or any Company Subsidiary. In any event, the Board may refuse the Transfer to any Person if such Transfer would have a material adverse effect on the Company as a result of any regulatory or other restrictions imposed by any Governmental AuthorityCompany. (c) Any Transfer or attempted Transfer of any Units in violation of this Agreement shall be null and void, no such Transfer shall be recorded on the Company’s books 's books, and the purported Transferee in any such Transfer shall not be treated (and the purported Transferor shall continue to be treated) as the owner of such Units for all purposes of this Agreement. (d) For the avoidance of doubt, any Transfer of Units permitted by Section

General Restrictions on Transfer. (a) Each Member acknowledges and agrees that such Member (or any Permitted Transferee of such Member) shall not Transfer any Units or Unit Equivalents except as may be approved by a Majority in Interest of the Members (which consent shall not be unreasonably withheld), as permitted pursuant to Section 9.02 8.02 or Section 8.03 or in accordance with the procedures described in Section 9.03 and 8.04 or Section 9.048.05, as applicable. No Transfer of Units shall be deemed completed until the prospective Transferee is admitted as a Member of the Company in accordance with Section 2.04(c). (b) Notwithstanding any other provision of this Agreement to the contrary (including Section 9.028.02), each Member agrees that it will not, directly or indirectly, Transfer any of its Units, and the Company agrees that it shall not issue any Units or otherwise approve the Transfer of any Units: (i) except as permitted under the Securities Act and other applicable federal or state securities or blue sky laws, and then, with respect to a Transfer of Units, if requested by the Company, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act; (ii) if such Transfer or issuance would cause the Company to be considered a “publicly traded partnership” under Code Section 7704(b) of the Code within the meaning of Treasury Regulation Section 1.7704-1(h)(1)(ii), including the look-through rule in Treasury Regulation Section 1.7704-1(h)(3); (iii) if such Transfer or issuance would affect the Company’s 's existence or qualification as a limited liability company under the Delaware Act; (iv) if such Transfer or issuance would cause the Company to lose its status as a partnership for federal income tax purposes; (v) if such Transfer or issuance would cause a termination of the Company for federal income tax purposes; (vi) if such Transfer or issuance would cause the Company or any of the Company Subsidiaries Subsidiaries, if any, to be required to register as an investment company under the Investment Company Act of 1940, as amended; or (vii) if such Transfer or issuance would cause the assets of the Company or any of the Company Subsidiaries to be deemed “Plan Assets” as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any “prohibited transaction” thereunder involving the Company or any Company Subsidiary, if any. In any eventFurther, a Majority in Interest of the Board Members may refuse the Transfer to any Person if such Transfer would have a material adverse effect on the Company as a result of any regulatory or other restrictions imposed by any Governmental Authority. (c) Any Transfer or attempted Transfer of any Units in violation of this Agreement shall be null and void, no such Transfer shall be recorded on the Company’s 's books and the purported Transferee in any such Transfer shall not be treated (and the purported Transferor shall continue be treated) as the owner of such Units for all purposes of this Agreement; provided, however, that in the event that the transferor of such Units ceases to exist (due to death or dissolution), then unless and until any such transferee of such Units is admitted as a Member of the Company in accordance with Section 2.04(c), such transferee shall have no right to receive Distributions or allocation of Net Income or Net Loss (as provided in Schedule B), shall have no right to inspect the Company’s books and records or vote on any matters reserved to the Members hereunder, or exercise any other right or privilege as a member of the Company.

General Restrictions on Transfer. (a) Each Member acknowledges and agrees that such Member (or any Permitted Transferee of such Member) shall not Transfer any Units or Unit Equivalents except as permitted pursuant to Section 9.02 or (i) in accordance with the procedures described in Section 9.03 9.02 or Section 9.03, or (ii) with the prior written consent of the Board. Such written consent may specify the rights and obligations the Transferee shall have, including whether the Transferee is to be admitted as a Member. No Transfer of Units to a Person not already a Member of the Company shall be deemed completed until the requirements of Section 9.044.01(b) hereof have been satisfied. (b) Notwithstanding any other provision of this Agreement (including Section 9.02)Agreement, each Member agrees that it will not, directly or indirectly, Transfer any of its Units, and the Company agrees that it shall not issue any Units: Units (i) except as permitted under the Securities Act and other applicable federal or state securities or blue sky laws, and then, with respect to a Transfer of Units, if requested by the Company, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act; Act (provided, however, that no such opinion shall be required in connection with a Transfer in accordance with Section 9.02); (ii) if such Transfer or issuance would cause the Company to be considered a “publicly traded partnership” under Section 7704(b) of the Code within the meaning of Treasury Regulation Regulations Section 1.7704-1(h)(1)(ii), including the look-through rule in Treasury Regulation Regulations Section 1.7704-1(h)(3); ; (iii) if such Transfer or issuance would affect the Company’s existence or qualification as a limited liability company under the Delaware Nevada Act; ; (iv) if such Transfer or issuance would cause the Company to lose its status as a partnership for federal income tax purposes; ; (v) if such Transfer or issuance would cause a termination of the Company for federal income tax purposes; ; (vi) if such Transfer or issuance would cause the Company or any of the Company Subsidiaries to be required to register as an investment company under the Investment Company Act of 1940, as amended; or or (vii) if such Transfer or issuance would cause the assets of the Company or any of the Company Subsidiaries to be deemed “Plan Assets” as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any “prohibited transaction” thereunder involving the Company or any Company SubsidiaryCompany. In any event, the Board may refuse the Transfer to any Person if such Transfer would have a material adverse effect on the Company as a result of any regulatory or other restrictions imposed by any Governmental Authority. (c) Any Transfer or attempted Transfer of any Units in violation of this Agreement shall be null and void, and no such Transfer shall be recorded on the Company’s books and the purported Transferee in any such Transfer shall not be treated (and the purported Transferor shall continue be treated) as the owner of such Units for all any purposes of this Agreement. (d) For the avoidance of doubt, any Transfer of Units made in accordance with the procedures described in Section 9.02 and purporting to be a sale, transfer, assignment or other disposal of the entire Membership Interest represented by such Units, inclusive of all the rights and benefits applicable to such Membership Interest as described in the definition of the term “Membership Interest,” shall be deemed a sale, transfer, assignment or other disposal of such Membership Interest in its entirety as intended by the parties to such Transfer, and shall not be deemed a sale, transfer, assignment or other disposal of any less than all of the rights and benefits described in the definition of the term “Membership Interest,” unless otherwise explicitly agreed to by the parties to such Transfer.

General Restrictions on Transfer. (a) Each Member acknowledges and agrees that such Member (or any Permitted Transferee of such Member) shall not Transfer any Units or Unit Equivalents except as permitted pursuant to Section 9.02 or in accordance with the procedures described in Section 9.03 and Section 9.04. (b) Notwithstanding any other provision of this Agreement (including Section 9.02), each Member agrees that it will not, directly or indirectly, Transfer any of its UnitsUnits or Unit Equivalents, and the Company agrees that it shall not issue any UnitsUnits or Unit Equivalents: (i) except as permitted under the Securities Act and other applicable federal or state securities or blue sky laws, and then, with respect to a Transfer of UnitsUnits or Unit Equivalents, if requested by the Company, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act; (ii) if such Transfer or issuance would cause the Company to be considered a “publicly traded partnership” under Code Section 7704(b) of the Code within the meaning of Treasury Regulation Regulations Section 1.7704-1(h)(1)(ii), including the look-through rule in Treasury Regulation Regulations Section 1.7704-1(h)(3); (iii) if such Transfer or issuance would affect the Company’s existence or qualification as a limited liability company under the Delaware Colorado Act; (iv) if such Transfer or issuance would cause the Company to lose its status as a partnership for federal income tax purposes; (v) if such Transfer or issuance would cause a termination of the Company for federal income tax purposes; (vi) if such Transfer or issuance would cause the Company or any of the Company Subsidiaries to be required to register as an investment company under the Investment Company Act of 1940, as amended; or (vii) if such Transfer or issuance would cause the assets of the Company or any of the Company Subsidiaries to be deemed “Plan Assets” as defined under for purposes of the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any “prohibited transaction” thereunder involving the Company or any Company Subsidiary. In any event, the Board may refuse the Transfer to any Person if such Transfer would have a material adverse effect on the Company as a result of any regulatory or other restrictions imposed by any Governmental Authority. (cb) Any Transfer or attempted Transfer of any Units or Unit Equivalents in violation of this Agreement shall be null and void, no such Transfer shall be recorded on the Company’s books and the purported Transferee in any such Transfer shall not be treated (and the purported Transferor shall continue be treated) as the owner holder of such Units or Unit Equivalents for all purposes of this Agreement. (c) For the avoidance of doubt, any Transfer of Units or Unit Equivalents permitted by Section 10.02 or made in accordance with the procedures described in Section 10.03, as applicable, and purporting to be a sale, transfer, assignment or other disposal of the entire Membership Interest represented by such Units or Unit Equivalents, inclusive of all the rights and benefits applicable to such Membership Interest as described in the definition of the term “Membership Interest,” shall be deemed a sale, transfer, assignment or other disposal of such Membership Interest in its entirety as intended by the parties to such Transfer, and shall not be deemed a sale, transfer, assignment or other disposal of any less than all of the rights and benefits described in the definition of the term “Membership Interest,” unless otherwise explicitly agreed to by the parties to such Transfer.

General Restrictions on Transfer. (a) Each Member holding Common Units or Unit Equivalents with respect to Common Units acknowledges and agrees that such Member (or any Permitted Transferee of such Member) shall not Transfer any Common Units or Unit Equivalents with respect to Common Units without the written consent of the Managing Member except as permitted pursuant to Section 9.02 or in accordance with the procedures described in Section 9.03 and Section 9.0410.02. (b) No Transfer of Units or Unit Equivalents to a Person not already a Member of the Company shall be deemed completed until the prospective Transferee is admitted as a Member of the Company in accordance with Section 4.01(b) hereof. (c) Notwithstanding any other provision of this Agreement (including Section 9.02), 10.02) each Member agrees that it will not, directly or indirectly, Transfer any of its UnitsUnits or Unit Equivalents, and the Company agrees that it shall not issue any UnitsUnits or Unit Equivalents: (i) except as permitted under the Securities Act and other applicable federal or state securities or blue sky laws, and then, with respect to a Transfer of UnitsUnits or Unit Equivalents, if requested by the Company, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act; (ii) if such Transfer or issuance occurs prior to the Corporate Election Effective Date and would cause the Company to be considered a “publicly traded partnership” under Section 7704(b) of the Code within the meaning of Treasury Regulation Section 1.7704-1(h)(1)(ii), including the look-through rule in Treasury Regulation Section 1.7704-1(h)(3); (iii) if such Transfer or issuance would affect the Company’s existence or qualification as a limited liability company under the Delaware Actcompany; (iv) if such Transfer or issuance occurs prior to the Corporate Election Effective Date and would cause the Company to lose its status as a partnership for federal income tax purposes; (v) if such Transfer or issuance occurs prior to the Corporate Election Effective Date and would cause a termination of the Company for federal income tax purposes; (vi) if such Transfer or issuance would cause the Company or any of the Company Subsidiaries to be required to register as an investment company under the Investment Company Act of 1940, as amended; or or (vii) if such Transfer or issuance would cause the assets of the Company or any of the Company Subsidiaries to be deemed “Plan Assets” as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any “prohibited transaction” thereunder involving the Company or any Company Subsidiary; or (vii) to a Person that would be an Affected Member at the time of Transfer. In any event, the Board may refuse the Transfer to any Person if such Transfer would have a material adverse effect on the Company as a result of any regulatory or other restrictions imposed by any Governmental Authority. (cd) Any Transfer or attempted Transfer of any Units or Unit Equivalents in violation of this Agreement shall be null and void, no such Transfer shall be recorded on the Company’s books and the purported Transferee in any such Transfer shall not be treated (and the purported Transferor shall continue be treated) as the owner of such Units or Unit Equivalents for all purposes of this Agreement. (e) For the avoidance of doubt, any Transfer of Units or Unit Equivalents permitted by this Section 10.01, Section 10.02 or made in accordance with the procedures described in Section 10.04, and purporting to be a sale, transfer, assignment or other disposal of the entire Membership Interest represented by such Units or Unit Equivalents, inclusive of all the rights and benefits applicable to such Membership Interest, shall be deemed a sale, transfer, assignment or other disposal of such Membership Interest in its entirety as intended by the parties to such Transfer, and shall not be deemed a sale, transfer, assignment or other disposal of any less than all of the rights and benefits of the Membership Interest unless explicitly agreed to by the parties to such Transfer. (f) For the avoidance of doubt, a Member holding Preferred Units may Transfer any Preferred Units without consent of the Managing Member or the Members, provided, that such Transfer complies with this Section 10.01.

General Restrictions on Transfer. (a) Each Member acknowledges and agrees that such Member (or any Permitted Transferee of such Member) shall not Transfer any Units or Unit Equivalents except as permitted pursuant to Section 9.02 or in accordance with the procedures described in Section 9.03 and Section 9.04.; provided, however, that (i) a Member holding one or more Series B Preferred Units may transfer those Series B Preferred Units only as provided in Exhibit A; and (ii) a Member holding one or more Series C Preferred Units may transfer those Series C Preferred Units only as provided in Exhibit B. (b) Notwithstanding any other provision of this Agreement (including Section 9.02), each Member agrees that it will not, directly or indirectly, Transfer any of its Units, and the Company agrees that it shall not issue any Units: (i) except as permitted under the Securities Act and other applicable federal or state securities or blue sky laws, and then, with respect to a Transfer of Units, if requested by the Company, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act; (ii) if such Transfer or issuance would cause the Company to be considered a “publicly traded partnership” under Section 7704(b) of the Code within the meaning of Treasury Regulation Section 1.7704-1(h)(1)(ii), including the look-through rule in Treasury Regulation Section 1.7704-1(h)(3); (iii) if such Transfer or issuance would affect the Company’s existence or qualification as a limited liability company under the Delaware Act; (iv) if such Transfer or issuance would cause the Company to lose its status as a partnership for federal income tax purposes; (v) if such Transfer or issuance would cause a termination of the Company for federal income tax purposes; (vi) if such Transfer or issuance would cause the Company or any of the Company Subsidiaries to be required to register as an investment company under the Investment Company Act of 1940, as amended; or (vii) if such Transfer or issuance would cause the assets of the Company or any of the Company Subsidiaries to be deemed “Plan Assets” as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any “prohibited transaction” thereunder involving the Company or any Company Subsidiary. In any event, the Board may refuse the Transfer to any Person if such Transfer would have a material adverse effect on the Company as a result of any regulatory or other restrictions imposed by any Governmental Authority. (c) Any Transfer or attempted Transfer of any Units in violation of this Agreement shall be null and void, no such Transfer shall be recorded on the Company’s books and the purported Transferee transferee in any such Transfer shall not be treated (and the purported Transferor transferor shall continue be treated) as the owner of such Units for all purposes of this Agreement.

General Restrictions on Transfer. (a) Each Member acknowledges and agrees that such Member (or any Permitted Transferee of such Member) shall not Transfer any Units or Unit Equivalents except Except as permitted pursuant to Section 9.02 8.02 or in accordance with the procedures described set forth in this Section 9.03 and 8.01, no Member shall Transfer all or any portion of its Membership Interest in the Company, except with the written consent of the Majority Members. No Transfer of Membership Interests to a Person not already a Member of the Company shall be deemed completed until the prospective Transferee is admitted as a Member of the Company in accordance with Section 9.044.01(b) hereof. (b) Notwithstanding any other provision of this Agreement (including Section 9.028.02), each Member agrees that it will not, directly not Transfer all or indirectly, Transfer any portion of its UnitsMembership Interest in the Company, and the Company agrees that it shall not issue any UnitsMembership Interests: (i) except as permitted under the Securities Act and other applicable federal or state securities or blue sky laws, and then, with respect to a Transfer of Units, if requested by the CompanyMembership Interests, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act; (ii) if such Transfer or issuance would cause the Company to be considered a “publicly traded partnership” under Section 7704(b) of the Code within the meaning of Treasury Regulation Regulations Section 1.7704-1(h)(1)(ii), including the look-through rule in Treasury Regulation Regulations Section 1.7704-1(h)(3); (iii) if such Transfer or issuance would affect the Company’s existence or qualification as a limited liability company under the Delaware ActNRS; (iv) if such Transfer or issuance would cause the Company to lose its status as a partnership for federal income tax purposes; (v) if such Transfer or issuance would cause a termination of the Company for federal income tax purposes; (vi) if such Transfer or issuance would cause the Company or any of the Company Subsidiaries to be required to register as an investment company under the Investment Company Act of 1940, as amended; or (viivi) if such Transfer or issuance would cause the assets of the Company or any of the Company Subsidiaries to be deemed “Plan Assets” as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any “prohibited transaction” thereunder involving the Company or any Company Subsidiary. In any event, the Board may refuse the Transfer to any Person if such Transfer would have a material adverse effect on the Company as a result of any regulatory or other restrictions imposed by any Governmental AuthorityCompany. (c) Any Transfer or attempted Transfer of any Units Membership Interest in violation of this Agreement shall be null and void, no such Transfer shall be recorded on the Company’s books and the purported Transferee in any such Transfer shall not be treated (and the purported Transferor shall continue to be treated) as the owner of such Units Membership Interest for all purposes of this Agreement. (d) For the avoidance of doubt, any Transfer of a Membership Interest permitted by this Agreement shall be deemed a sale, transfer, assignment, or other disposal of such Membership Interest in its entirety as intended by the parties to such Transfer, and shall not be deemed a sale, transfer, assignment, or other disposal of any less than all of the rights and benefits described in the definition of the term “Membership Interest,” unless otherwise explicitly agreed to by the parties to such Transfer.

General Restrictions on Transfer. (a) Each Member acknowledges and agrees that such Member (or any Permitted Transferee of such Member) shall not Transfer any Units or Unit Equivalents except as permitted pursuant to Section 9.02 7.02 or in accordance with the procedures described set forth in Section 9.03 and 7.03, as applicable. Notwithstanding the foregoing or anything herein to the contrary, Transfers of Class B Units shall not be permitted except: (i) as permitted pursuant to Section 9.047.02; (ii) when required of a Drag-Along Member pursuant to Section 7.03; or (iii) with the prior written consent of the Managing Member or the Class A Requisite Members. Except as provided in Section 4.06, no Transfer of Units to a Person not already a Member of the Company shall be deemed completed until the prospective Transferee is admitted as a Member of the Company in accordance with Section 4.02(b). (b) Notwithstanding any other provision of this Agreement (including Section 9.027.02), each Member agrees that it such Member will not, directly or indirectly, not Transfer any of its such Member's Units, and the Company agrees that it shall not issue any Units: (i) except as permitted under the Securities Act and other applicable federal or state securities or blue sky laws, and then, with respect to a Transfer of Units, if requested by the CompanyManaging Member, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act; (ii) if such Transfer or issuance would cause the Company to be considered a “"publicly traded partnership” " under Code Section 7704(b) of the Code within the meaning of Treasury Regulation Section 1.7704-1(h)(1)(ii), including the look-through rule in Treasury Regulation Section 1.7704-1(h)(3); (iii) if such Transfer or issuance would affect the Company’s 's existence or qualification as a limited liability company under the Delaware Act; (iv) if such Transfer or issuance would cause the Company to lose its status as a partnership corporation for federal income tax purposes; (v) if such Transfer or issuance would cause a termination of the Company for federal income tax purposes; (vi) if such Transfer or issuance would cause the Company or any of the Company Subsidiaries to be required to register as an investment company under the Investment Company Act of 1940, as amended; or; (viivi) if such Transfer or issuance would cause the assets of the Company or any of the Company Subsidiaries to be deemed “"Plan Assets” " as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any “"prohibited transaction” " thereunder involving the Company or any Company Subsidiary. In any eventCompany; or (vii) in the case of a Transfer, if the Board may refuse the Transfer to any Person if Managing Member, acting in good faith, determines that such Transfer would could have a material adverse effect on the Company as a result of any regulatory or other restrictions requirement or restriction imposed by any Governmental Authority. (c) Any Transfer or attempted Transfer of any Units in violation of this Agreement shall be null and void, no such Transfer shall be recorded on the Company’s books 's books, and the purported Transferee in any such Transfer shall not be treated (and the purported Transferor shall continue to be treated) as the owner of such Units for all purposes of this Agreement. (d) For the avoidance of doubt, any Transfer of Units permitted by Section 7.02 or made in accordance with the procedures described in Section 7.03, as applicable, and purporting to be a sale, transfer, assignment, or other disposal of the entire Membership Interest represented by such Units, inclusive of all the rights and benefits applicable to such Membership Interest as described in the definition of the term "Membership Interest," shall be deemed a sale, transfer, assignment, or other disposal of such Membership Interest in its entirety as intended by the parties to such Transfer, and shall not be deemed a sale, transfer, assignment, or other disposal of any less than all of the rights and benefits described in the definition of the term "Membership Interest," unless otherwise explicitly agreed to by the parties to such Transfer.

General Restrictions on Transfer. (a) Each Member acknowledges and agrees that that, until the consummation of a Qualified Public Offering, such Member (or any Permitted Transferee of such Member) shall not Transfer any Units or Unit Equivalents except as permitted pursuant to Section 9.02 11.02 or in accordance with the procedures described in Section 9.03 and 11.03 through Section 9.0411.06, as applicable. Notwithstanding the foregoing or anything in this Agreement to the contrary, (i) Transfers of Incentive Units shall not be permitted prior to the consummation of a Qualified Public Offering except: (A) pursuant to Section 11.02; (B) when required of a Drag along Member pursuant to Section 11.04; (C) as set forth in Section 11.06; or (D) as set forth in the Incentive Plan or applicable Award Agreement. (b) Notwithstanding any other provision of this Agreement (including Section 9.0211.02), prior to the consummation of a Qualified Public Offering, each Member agrees that it will not, directly or indirectly, Transfer any of its UnitsUnits or Unit Equivalents, and the Company agrees that it shall not issue any UnitsUnits or Unit Equivalents: (i) except as permitted under the Securities Act and other applicable federal or state securities or blue sky laws, and then, with respect to a Transfer of UnitsUnits or Unit Equivalents, if requested by the Company, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act; (ii) if such Transfer or issuance would cause the Company to be considered a “publicly traded partnership” under Section 7704(b) of the Code within the meaning of Treasury Regulation Section 1.7704-1(h)(1)(iil(h)(l)(ii), including the look-through rule in Treasury Regulation Section 1.7704-1(h)(3l(h.)(3); (iii) if such Transfer or issuance would affect the Company’s existence or qualification as a limited liability company under the Delaware Act; (iv) if such Transfer or issuance would cause the Company to lose its status as a partnership for federal income tax purposes; (v) if such Transfer or issuance would cause a termination of the Company for federal income tax purposes; (vi) if such Transfer or issuance would cause the Company or any of the Company Subsidiaries to be required to register as an investment company under the Investment Company Act of 1940, as amended; or (vii) if such Transfer or issuance would cause the assets of the Company or any of the Company Subsidiaries to be deemed “Plan Assets” as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any “prohibited transaction” thereunder involving the Company or any Company Subsidiary. In any event, the Board may refuse the Transfer to any Person if such Transfer would have a material adverse effect on the Company as a result of any regulatory or other restrictions imposed by any Governmental Authority. (c) Any Transfer or attempted Transfer of any Units or Unit Equivalents in violation of this Agreement shall be null and void, no such Transfer shall be recorded on the Company’s books and the purported Transferee in any such Transfer shall not be treated (and the purported Transferor shall continue be treated) as the owner of such Units or Unit Equivalents for all purposes of this Agreement. (d) For the avoidance of doubt, any Transfer of Units or Unit Equivalents permitted by Section 11.02 or made in accordance with the procedures described in Section 11.03 through Section 11.06, as applicable, and purporting to be a sale, transfer, assignment or other disposal of the entire Membership Interest represented by such Units or Unit Equivalents, inclusive of all the rights and benefits applicable to such Membership Interest as described in the definition of the term “Membership Interest,” shall be deemed a sale, transfer, assignment or other disposal of such Membership Interest in its entirety as intended by the parties to such Transfer, and shall not be deemed a sale, transfer, assignment or other disposal of any less than all of the rights and benefits described in the definition of the term “Membership Interest,” unless otherwise explicitly agreed to by the parties to such Transfer.

General Restrictions on Transfer. (a) Each No Member acknowledges and agrees that such Member (shall Transfer all or any Permitted Transferee portion of such Member) its Units in the Company without the written consent of the Manager (which consent may be granted or withheld in the sole discretion of the Manager). No Transfer of Units to a Person not already a Member of the Company shall not Transfer any Units or Unit Equivalents except be deemed completed until the prospective transferee is admitted as permitted pursuant to Section 9.02 or a Member of the Company in accordance with the procedures described in Section 9.03 and Section 9.044.1. (b) Notwithstanding any other provision of this Agreement (including Section 9.029.2), each Member agrees that it will not, directly or indirectly, Transfer any of its Units, and the Company agrees that it shall not issue any Units: (i) except as permitted under the Securities Act and other applicable federal or state securities or blue sky laws, and then, with respect to a Transfer of Units, if requested by the Company, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act; (ii) if such Transfer or issuance would cause the Company to be considered a “publicly traded partnership” under Section 7704(b) of the Code within the meaning of Treasury Regulation Section 1.7704-1(h)(1)(ii), including the look-look- through rule in Treasury Regulation Section 1.7704-1(h)(3); (iii) if such Transfer or issuance would affect the Company’s existence or qualification as a limited liability company under the Delaware Act; (iv) if such Transfer or issuance would cause the Company to lose its status as a partnership for federal income tax purposes; (v) if such Transfer or issuance would cause a termination of the Company for federal income tax purposes; (vi) if such Transfer or issuance would cause the Company or any of the Company Subsidiaries to be required to register as an investment company under the Investment Company Act of 1940, as amended; or (vii) if such Transfer or issuance would cause the assets of the Company or any of the Company Subsidiaries to be deemed “Plan Assets” as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any “prohibited transaction” thereunder involving the Company or any Company SubsidiaryCompany. In any event, the Board Manager may refuse the Transfer to any Person if such Transfer would have a material adverse effect on the Company as a result of any regulatory or other restrictions imposed by any Governmental Authority. (c) Any Transfer or attempted Transfer of any Units in violation of this Agreement shall be null and void, no such Transfer shall be recorded on the Company’s books and the purported Transferee in any such Transfer shall not be treated (and the purported Transferor shall continue be treated) as the owner of such Units for all purposes of this Agreement. (d) For the avoidance of doubt, any Transfer of Units permitted by Section 9.2 and purporting to be a sale, transfer, assignment or other disposal of the entire Membership Interest represented by such Units, inclusive of all the rights and benefits applicable to such Membership Interest as described in the definition of the term “Membership Interest,” shall be deemed a sale, transfer, assignment or other disposal of such Membership Interest in its entirety as intended by the parties to such Transfer, unless otherwise explicitly agreed to by the parties to such Transfer.

General Restrictions on Transfer. (a) Each Member acknowledges and agrees that such Member (or any Permitted Transferee of such Member) shall not Transfer any Units or Unit Equivalents except Except as permitted pursuant to Section 9.02 or in accordance with the procedures described set forth in Section 9.03 and 9.03, no Member shall Transfer all or any portion of its Membership Interest in the Company. No Transfer of Membership Interests to a Person not already a Member of the Company shall be deemed completed until the prospective Transferee is admitted as a Member of the Company in accordance with Section 9.04.4.01(b) hereof.‌ (b) Notwithstanding any other provision of this Agreement (including Section 9.02), each Member agrees that it will not, directly not Transfer all or indirectly, Transfer any portion of its UnitsMembership Interest in the Company, and the Company agrees that it shall not issue any Units:Membership Interests:‌ (i) except as permitted under the Securities Act and other applicable federal or state securities or blue sky laws, and then, with respect to a Transfer of Units, if requested by the CompanyMembership Interests, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act; (ii) if such Transfer or issuance would cause the Company to be considered a “"publicly traded partnership” " under Section 7704(b) of the Code within the meaning of Treasury Regulation Regulations Section 1.7704-1(h)(1)(ii), including the look-through rule in Treasury Regulation Regulations Section 1.7704-1(h)(3); (iii) if such Transfer or issuance would affect the Company’s 's existence or qualification as a limited liability company under the Delaware ActRLLCA; (iv) if such Transfer or issuance would cause the Company to lose its status as a partnership for federal income tax purposes; (v) if such Transfer or issuance would cause a termination of the Company for federal income tax purposes; (vi) if such Transfer or issuance would cause the Company or any of the Company Subsidiaries to be required to register as an investment company under the Investment Company Act of 1940, as amended; or (vii) if such Transfer or issuance would cause the assets of the Company or any of the Company Subsidiaries to be deemed “"Plan Assets” " as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any “"prohibited transaction” " thereunder involving the Company or any Company Subsidiary. In any event, the Board may refuse the Transfer to any Person if such Transfer would have a material adverse effect on the Company as a result of any regulatory or other restrictions imposed by any Governmental AuthorityCompany. (c) Any Transfer or attempted Transfer of any Units Membership Interest in violation of this Agreement shall be null and void, no such Transfer shall be recorded on the Company’s 's books and the purported Transferee in any such Transfer shall not be treated (and the purported Transferor shall continue to be treated) as the owner of such Units Membership Interest for all purposes of this Agreement. (d) For the avoidance of doubt, any Transfer of a Membership Interest permitted by this Agreement shall be deemed a sale, transfer, assignment or other disposal of such Membership Interest in its entirety as intended by the parties to such Transfer, and shall not be deemed a sale, transfer, assignment or other disposal of any less than all of the rights and benefits described in the definition of the term "Membership Interest," unless otherwise explicitly agreed to by the parties to such Transfer.

General Restrictions on Transfer. (a) Each Member acknowledges and agrees that such Member (or any Permitted Transferee of such Member) shall not Transfer any Units or Unit Equivalents except Except as permitted pursuant to Section 9.02 2.02(b) or in accordance with the procedures described set forth in Section 9.03 and 7.03, Section 9.049.01 or Section 7.05, no Member shall Transfer all or any portion of its Membership Interest in the Company. No Transfer of Membership Interests to a Person not already a Member of the Company shall be deemed completed until the prospective Transferee is admitted as a Member of the Company in accordance with Section 2.04 hereof. (b) Notwithstanding any other provision of this Agreement (including Section 9.022.02(b)), each Member agrees that it will not, directly not Transfer all or indirectly, Transfer any portion of its UnitsMembership Interest in the Company, and the Company agrees that it shall not issue any UnitsMembership Interests: (i) except as permitted under the Securities Act and other applicable federal or state securities or blue sky laws, and then, with respect to a Transfer of Units, if requested by the CompanyMembership Interests, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act; (ii) if such Transfer or issuance would cause the Company to be considered a “publicly traded partnership” under Section 7704(b) of the Code within the meaning of Treasury Regulation Regulations Section 1.7704-1(h)(1)(ii), including the look-through rule in Treasury Regulation Regulations Section 1.7704-1(h)(3); (iii) if such Transfer or issuance would affect the Company’s existence or qualification as a limited liability company under the Delaware Act; (iv) if such Transfer or issuance would cause the Company to lose its status as a partnership for federal income tax purposes; (v) if such Transfer or issuance would cause a termination of the Company for federal income tax purposes; (vi) if such Transfer or issuance would cause the Company or any of the Company Subsidiaries to be required to register as an investment company under the Investment Company Act of 1940, as amended; or (viivi) if such Transfer or issuance would cause the assets of the Company or any of the Company Subsidiaries to be deemed “Plan Assets” as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any “prohibited transaction” thereunder involving the Company or any Company Subsidiary. In any event, the Board may refuse the Transfer to any Person if such Transfer would have a material adverse effect on the Company as a result of any regulatory or other restrictions imposed by any Governmental AuthorityCompany. (c) Any Transfer or attempted Transfer of any Units Membership Interest in violation of this Agreement shall be null and void, no such Transfer shall be recorded on the Company’s books and the purported Transferee in any such Transfer shall not be treated (and the purported Transferor shall continue be treated) as the owner of such Units Membership Interest for all purposes of this Agreement. (d) Except as provided in Section 2.04(b), no Transfer (including a Permitted Transfer) of Membership Interests to a Person not already a Member of the Company shall be deemed completed until the prospective Transferee (including a Permitted Transferee) is admitted as a Member of the Company in accordance with Section 2.03(b) hereof. (e) For the avoidance of doubt, any Transfer of a Membership Interest permitted by this Agreement shall be deemed a sale, transfer, assignment or other disposal of such Membership Interest in its entirety as intended by the parties to such Transfer, and shall not be deemed a sale, transfer, assignment or other disposal of any less than all of the rights and benefits described in the definition of the term “Membership Interest,” unless otherwise explicitly agreed to by the parties to such Transfer.