Common use of Restrictions on Transfer of Units Clause in Contracts

Restrictions on Transfer of Units. (a) Subject to the provisions of Sections 10.2(b), 10.2(c), 10.3 and 11.1 hereof, no Member may offer, sell, assign, hypothecate, pledge or otherwise Transfer all or any portion of such Member’s Units, or any of such Member’s economic rights as a Member without the consent of the Managing Member, which consent may be granted or withheld in the Managing Member’s sole and absolute discretion; provided, that the term Transfer for purposes of this Section 10.2(a) does not include (a) any redemption of Common Units by the Company or the Managing Member, or acquisition of Common Units by the Managing Member, pursuant to Section 11.1 or (b) any redemption of Units pursuant to any Unit Designation. The Managing Member may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Company in connection therewith (including, but not limited to, cost of legal counsel). (b) No Member may withdraw from the Company other than as a result of a permitted Transfer (i.e., a Transfer consented to as contemplated by clause (a) above or a Transfer pursuant to Sections 10.3 or 10.6 hereof) of all of such Member’s Units pursuant to this Article X or pursuant to a redemption of all of such Member’s Common Units pursuant to Section 11.1 hereof. Upon the permitted Transfer or redemption of all of a Member’s Common Units and LTIP Units, such Member shall cease to be a Member. (c) No Member may effect a Transfer of its Units, in whole or in part, if, in the opinion of legal counsel for the Company, such proposed Transfer would require the registration of the Units under the Securities Act or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards). (d) No Transfer by a Member of its Units, in whole or in part, may be made to any Person (including, for the avoidance of doubt, pursuant to the Redemption Right) if (i) in the opinion of legal counsel for the Company, such Transfer would result in the Company or the Managing Member being treated as an association taxable as a corporation, (ii) in the opinion of legal counsel for the Company, such Transfer could cause any REIT Entity to fail to qualify as a “real estate investment trust” under Sections 856 through 860 of the Code or (iii) in the opinion of legal counsel for the Company, such Transfer is reasonably likely to cause the Company or the Managing Member to fail to satisfy the 90% qualifying income test described in Section 7704(c) of the Code. (e) No Transfer by a Member of its Units in whole or in part, may be made by any Person (including, for the avoidance of doubt, pursuant to the Redemption Right) if it would cause the Members, other than the Managing Member, collectively to either (i) own less than 0.2% of the outstanding Common Units and LTIP Units or (ii) have a Capital Account balance with respect to their Common Units and LTIP Units of less than $500,000. The Managing Member, in its sole and absolute discretion, may waive the restrictions in this Section 10.2(e) for any Member requesting a particular Transfer; provided, however, that (i) such requesting Member may require the Company to seek, at such requesting Member's expense unless agreed otherwise by the Managing Member, a written opinion from Company's counsel concluding that waiving such restrictions for the requested Transfer should not materially adversely change the federal income tax consequences of the ownership of the Units for the other current and future Members or the ownership of EFC Shares for the current and future holders of EFC Shares, and (ii) upon receipt of such written opinion, the Managing Member shall waive such restrictions for the requested Transfer. (f) Notwithstanding the provisions of Section 10.2(a) hereof, EMGH may Transfer all or any portion of its Membership Interest to an Affiliate of EMGH; provided that such Person expressly agrees to assume all obligations and rights of EMGH hereunder (each such Affiliate that assumes all such obligations and rights of EMGH pursuant to this Section 10.2(f), an “EMGH Affiliate”). (g) Any purported Transfer in contravention of any of the provisions of this Article X shall be void ab initio and ineffectual and shall not be binding upon, or recognized by, the Managing Member or the Company. (h) Prior to the consummation of any Transfer under this Article X, the transferor and/or the transferee shall deliver to the Managing Member such opinions, certificates and other documents as the Managing Member shall request in connection with such Transfer.

Restrictions on Transfer of Units. No Person shall directly or indirectly Transfer any Unit or any interest therein except as may be expressly permitted by this Agreement. (a) Subject to the provisions of Sections 10.2(blimitations set forth in Section 19.1(b), 10.2(c), 10.3 and 11.1 hereof, no any Member may offer, sell, assign, hypothecate, pledge or otherwise Transfer all any unit or any portion interest therein: (i) by any Member that is a natural person: (A) to any member of his/her immediate family, (B) to a trust for the benefit of such Member’s Unitsimmediate family, (C) to an entity that is wholly-owned by such Founding Member and/or members of his/her family, (D) in connection with a will or the laws of descent or (E) pursuant to a Transfer approved by the Board of Managers; (ii) by any Member that is a corporation, limited liability company, limited partnership or similar entity: (A) to any Affiliate or (B) pursuant to a Transfer approved by the Board of Managers; and (iii) by any Member that is a trust, to one or more beneficiaries of such Member’s economic rights trust (a transfer of the type referred to in clauses (i) through (iii) above hereinafter referred to as a Member without the consent of the Managing Member, which consent may be granted or withheld in the Managing Member’s sole and absolute discretion; provided, that the term Transfer for purposes of this Section 10.2(a) does not include (a) any redemption of Common Units by the Company or the Managing Member, or acquisition of Common Units by the Managing Member, pursuant to Section 11.1 or (b) any redemption of Units pursuant to any Unit Designation. The Managing Member may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Company in connection therewith (including, but not limited to, cost of legal counsel“Permitted Transfer”). (b) No Member Notwithstanding anything else to the contrary contained in this Agreement, no Unit or any interest therein may withdraw from be Transferred: (i) to a Competitor of the Company other than as without the prior approval of the Board of Managers; or (ii) to a result transferee who is not already a Member unless the transferee executes and delivers to the Board of Managers an instrument pursuant to which it agrees to be bound by the terms of this Agreement. In addition, no Unvested Class B Common Unit may be Transferred without the approval of the Board of Managers. No Transfer of a permitted Unit, or Transfer (i.e.of an indirect interest in the Company, a Transfer consented to or any portion of either thereof, shall be made if such Transfer, or the transferee’s, as contemplated by clause (a) above or a Transfer pursuant to Sections 10.3 or 10.6 hereof) of all the case may be, ownership of such Member’s Units pursuant to this Article X Unit or pursuant to a redemption of all of such Member’s Common Units pursuant to Section 11.1 hereof. Upon indirect interest in the permitted Transfer or redemption of all of a Member’s Common Units and LTIP UnitsCompany, such Member shall cease to be a Member.would: (ci) No Member may effect a Transfer of its Unitsresult by itself, in whole or in part, ifcombination with any other previous Transfers, in the opinion of legal counsel for the Company, such proposed Transfer would require the registration termination of the Units under Company as a partnership for federal income tax purposes; (ii) result in the violation of the Securities Act or would otherwise violate any other applicable federal or state securities or blue sky law (including investment suitability standards).laws; (d) No Transfer by a Member of its Units, in whole or in part, may be made to any Person (including, for the avoidance of doubt, pursuant to the Redemption Right) if (i) in the opinion of legal counsel for the Company, such Transfer would result in the Company or the Managing Member being treated as an association taxable as a corporation, (ii) in the opinion of legal counsel for the Company, such Transfer could cause any REIT Entity to fail to qualify as a “real estate investment trust” under Sections 856 through 860 of the Code or (iii) be a violation of or a default (or an event that, with notice or the lapse of time or both, would constitute a default) under, or result in an acceleration of any indebtedness under, any note, mortgage, loan agreement or similar instrument or document to which the opinion of legal counsel for the Company, such Transfer Company is reasonably likely to a party; (iv) result in or create a “prohibited transaction” or cause the Company or the Managing a Member to fail to satisfy the 90% qualifying income test described be or become a “party in Section 7704(cinterest,” as such terms are defined in section 3(3) of ERISA, or a “disqualified person,” as defined in section 4975 of the Code., with respect to any “plan,” as defined in section 3(14) of ERISA and/or section 4975 of the Code; or result in or cause the Company or any Member to be liable for tax under Chapter 42 of the Code; (ev) No be a Transfer by a Member to an individual who is not legally competent or who has not achieved his or her majority under the law of its Units in whole or in part, may be made by any Person the state (including, excluding trusts for the avoidance benefit of doubt, pursuant to the Redemption Rightminors); (vi) if it would cause the Members, Company or any Member (other than the Managing Member, collectively transferee) to either (i) own less than 0.2% be subject to any excise tax pursuant to Chapter 42A of Subtitle D of the outstanding Common Code; or (vii) be a Transfer to a "tax-exempt entity" or a "tax-exempt controlled entity" within the meaning of sections 168(h)(2) and 168(h)(6)(F)(ii), respectively, of the Code. The Company shall not transfer on its books any Unit or issue any certificate or other document representing a Unit or any interest in the Company unless there has been compliance with all of the material conditions hereof affecting the Units and LTIP Units or (ii) have a Capital Account balance with respect to their Common Units and LTIP Units of less than $500,000. The Managing Member, in its sole and absolute discretion, may waive the restrictions in this Section 10.2(e) for any Member requesting a particular Transfer; provided, however, that (i) such requesting Member may require the Company to seek, at such requesting Member's expense unless agreed otherwise by the Managing Member, a written opinion from Company's counsel concluding that waiving such restrictions for the requested Transfer should not materially adversely change the federal income tax consequences of the ownership of the Units for the other current and future Members or the ownership of EFC Shares for the current and future holders of EFC Shares, and (ii) upon receipt of such written opinion, the Managing Member shall waive such restrictions for the requested Transfer. (f) Notwithstanding the provisions of Section 10.2(a) hereof, EMGH may Transfer all or any portion of its Membership Interest to an Affiliate of EMGH; provided that such Person expressly agrees to assume all obligations and rights of EMGH hereunder (each such Affiliate that assumes all such obligations and rights of EMGH pursuant to this Section 10.2(f), an “EMGH Affiliate”). (g) Any purported attempted Transfer in contravention of any of the provisions violation of this Article X Agreement shall be void ab initio and ineffectual and shall not be binding upon, or recognized by, the Managing Member or the Companyof no effect. (h) Prior to the consummation of any Transfer under this Article X, the transferor and/or the transferee shall deliver to the Managing Member such opinions, certificates and other documents as the Managing Member shall request in connection with such Transfer.

Restrictions on Transfer of Units. (a) Subject to the provisions of Sections 10.2(b), 10.2(c), 10.3 and 11.1 hereof, no Member may offer, sell, assign, hypothecate, pledge or otherwise Transfer all or any portion of such Member’s Units, or any of such Member’s economic rights as a Member without the consent of the Managing MemberBoard, which consent may be granted or withheld in the Managing MemberBoard’s sole and absolute discretion; provided, that the term Transfer for purposes of this Section 10.2(a) does not include (a) any redemption of Common Units by the Company or the Managing MemberEFC, or acquisition of Common Units by the Managing MemberEFC, pursuant to Section 11.1 hereof or (b) any redemption of Units pursuant to any Unit Designationthe terms of such class or series of Units. The Managing Member Board may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Company in connection therewith (including, but not limited to, cost of legal counsel). (b) No Member may withdraw from the Company other than as a result of a permitted Transfer (i.e., a Transfer consented to as contemplated by clause (a) above or a Transfer pursuant to Sections Section 10.3 or 10.6 hereof) of all of such Member’s Units pursuant to this Article X or pursuant to a redemption of all of such Member’s Common Units pursuant to Section 11.1 hereof. Upon the permitted Transfer or redemption of all of a Member’s Common Units and LTIP Units, such Member shall cease to be a Member. (c) No Member may effect a Transfer of its Units, in whole or in part, if, in the opinion of legal counsel for the Company, such proposed Transfer would require the registration of the Units under the Securities Act or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards). (d) No Transfer by a Member of its Units, in whole or in part, may be made to any Person (including, for the avoidance of doubt, pursuant to the Redemption Right) if (i) in the opinion of legal counsel for the Company, such Transfer would result in the Company or the Managing Member EFC being treated as an association taxable as a corporation, (ii) in the opinion of legal counsel for the Company, such Transfer could cause any REIT Entity (as hereinafter defined) to fail to qualify as a “real estate investment trust” under Sections 856 through 860 of the Code or (iii) in the opinion of legal counsel for the Company, such Transfer is reasonably likely to cause the Company or the Managing Member EFC to fail to satisfy the 90% qualifying income test described in Section 7704(c) of the Code. (e) No Transfer by a Member of its Units in whole or in part, may be made by any Person (including, for the avoidance of doubt, pursuant to the Redemption Right) if it would cause the Members, other than the Managing MemberEFC, collectively to either (i) own less than 0.2% of the outstanding Common Units and LTIP Units or (ii) have a Capital Account balance with respect to their Common Units and LTIP Units of less than $500,000. The Managing MemberBoard, in its sole and absolute discretion, may waive the restrictions in this Section 10.2(e) for any Member requesting a particular Transfer; provided, however, that (i) such requesting Member may require the Company to seek, at such requesting Member's ’s expense unless agreed otherwise by the Managing MemberBoard, a written opinion from Company's ’s counsel concluding that waiving such restrictions for the requested Transfer should not materially adversely change the federal income tax consequences of the ownership of the Units for the other current and future Members or the ownership of EFC Shares for the current and future holders of EFC Shares, and (ii) upon receipt of such written opinion, the Managing Member Board shall waive such restrictions for the requested Transfer. (f) Notwithstanding the provisions of Section 10.2(a) hereof, EMGH may Transfer all or any portion of its Membership Interest to an Affiliate of EMGH; provided that such Person expressly agrees to assume all obligations and rights of EMGH hereunder (each such Affiliate that assumes all such obligations and rights of EMGH pursuant to this Section 10.2(f), an “EMGH Affiliate”). (g) Any purported Transfer in contravention of any of the provisions of this Article X shall be void ab initio and ineffectual and shall not be binding upon, or recognized by, the Managing Member or the Company. (h) Prior to the consummation of any Transfer under this Article X, the transferor and/or the transferee shall deliver to the Managing Member Company such opinions, certificates and other documents as the Managing Member Board shall request in connection with such Transfer.