Common use of Transfer of Interests Clause in Contracts

Transfer of Interests. (a) Except with the express written consent of the Board of Directors, or any committee of the Board of Directors, any officers of the Company or the Advisor to whom the Board of Directors have conferred authority to make Transfer decisions (a "Transfer Decision Person"), which consent may be withheld in such Transfer Decision Person's sole and absolute discretion, a Member may not Transfer any of its Interest or any attributes of its Interest in whole or in part to any Person, except for a Transfer that is effected solely by operation of law pursuant to the death, bankruptcy or dissolution of such Member. Any Transfer made or purported to be made in violation of this Agreement shall be void and of no effect. No assignee, purchaser or transferee of any Interest may be admitted as a Substitute Member except with the written consent of a Transfer Decision Person, which consent may be given or withheld in its sole and absolute discretion. No Transfer will be permitted unless a Transfer Decision Person concludes that such Transfer will not cause the Company to be treated as a "publicly traded partnership" taxable as a corporation for U.S. federal income tax purposes. To the extent any Member, transferee or successor Member is purported to have transferred any economic interest in the Company in violation of this Agreement, the Company shall not recognize such action and a Transfer Decision Person may terminate all or any part of the Interest of such Member, transferee or successor Member at no value or such value as such Transfer Decision Person determines in its sole and absolute discretion and the Member, transferee or successor Member will forfeit all or such portion of its capital account in connection with such termination as determined by such Transfer Decision Person in connection therewith. With respect to a Repurchase Instrument or a Compulsory Repurchase Instrument, a Member may not Transfer all or any portion of the Repurchase Instrument or Compulsory Repurchase Instrument to any person (collectively a "Repurchase Instrument Transfer"), except for a Repurchase Instrument Transfer that is effected solely by operation of law pursuant to the death, bankruptcy or dissolution of the Member or a Repurchase Instrument Transfer that is effected with the written consent of a Transfer Decision Person, which consent may be given or withheld in its sole and absolute discretion.

Transfer of Interests. (ai) Except with No Lender may sell or otherwise transfer any of its interest in this Agreement or the express related Loan Documents without the prior written consent of the Board other Lenders (which consent may, for the avoidance of Directorsdoubt, be conditioned on such successor or any committee of the Board of Directors, any officers of the Company or the Advisor assign entering into an intercreditor agreement satisfactory to whom the Board of Directors have conferred authority to make Transfer decisions (a "Transfer Decision Person"such other Lender), which except that no such consent may shall be withheld required in such Transfer Decision Person's sole and absolute discretionconnection with (a) any sale, a Member may not Transfer assignment or transfer by any Lender of any of its Interest interest in this Agreement and other Loan Documents to any Affiliate of such Lender or (b) a Lender’s own financing or securitization transactions, in which case, such Lender may assign, transfer or indorse its rights hereunder and under the other Loan Documents to any attributes Person or party providing such financing or formed to undertake such securitization transaction and any transferee of such Person or party upon the occurrence of a default, event of default or similar occurrence with respect to such financing or securitization transaction; provided that no such assignment, transfer or indorsement under this clause (b) shall release such Lender from any of its Interest obligations under this Agreement or under the Loan Documents or substitute any such Person or party for such Lender as a party hereto until Agent shall have received and accepted an effective assignment agreement from such Person or party in whole form satisfactory to Agent executed, delivered and fully completed by the applicable parties thereto, and shall have received such other information regarding such Person or in part to any Person, except for a Transfer that is effected solely by operation party as Agent reasonably shall require. (ii) The transferee shall assume all obligations of law pursuant the transferring Lender under this Agreement and the other Loan Documents with respect to the death, bankruptcy or dissolution portion of such Member. Any Transfer made or purported to be made the transferor’s interest in violation of this Agreement shall be void and of no effect. No assigneethe other Loan Document transferred, purchaser or transferee of any Interest may be admitted as a Substitute Member except with the written consent of a Transfer Decision Personprovided, which consent may be given or withheld in its sole and absolute discretion. No Transfer will be permitted unless a Transfer Decision Person concludes that such Transfer will not cause the Company to be treated as a "publicly traded partnership" taxable as a corporation for U.S. federal income tax purposes. To the extent any Member, transferee or successor Member is purported to have transferred any economic interest in the Company in violation of this Agreement, the Company transferor shall not recognize such action transfer the entirety and a Transfer Decision Person may terminate all or shall retain any part of the Interest of such Member, transferee or successor Member at no value or such value as such Transfer Decision Person determines in its sole and absolute discretion and the Member, transferee or successor Member will forfeit all or such portion of its capital account interest in connection this Agreement and the other Loan Documents, the transferor shall retain its obligations under this Agreement and the other Loan Documents with such termination as determined by such Transfer Decision Person in connection therewith. With respect to a Repurchase Instrument or a Compulsory Repurchase Instrument, a Member may not Transfer all or any that portion of the Repurchase Instrument or Compulsory Repurchase Instrument to any person its interest. (collectively a "Repurchase Instrument Transfer"), except for a Repurchase Instrument Transfer that is effected solely by operation of law pursuant iii) The transferee shall provide to the death, bankruptcy or dissolution other Lender evidence reasonably satisfactory to such Lender that the proposed transferee has the financial ability and legal authority to assume and perform all obligations of the Member transferring Lender under this Agreement and the other applicable Loan Documents. (iv) Any sale or a Repurchase Instrument Transfer that is effected with transfer of an interest in this Agreement and other applicable Loan Documents shall be voidable at the written consent option of a Transfer Decision Person, which consent may be given or withheld in its sole and absolute discretionthe other Lender unless the provisions of this paragraph (b) are satisfied.

Transfer of Interests. (a) Except with To the express written consent fullest extent permitted by law, Shares of the Board of Directors, or any committee of the Board of Directors, any officers of the Company or the Advisor to whom the Board of Directors have conferred authority to make Transfer decisions (a "Transfer Decision Person"), which consent may be withheld in such Transfer Decision Person's sole and absolute discretion, a Member may not Transfer any of its Interest or any attributes of its Interest in whole or in part to any Person, except for a Transfer that is effected solely be Transferred only (i) by operation of law pursuant to the death, bankruptcy divorce, bankruptcy, insolvency or dissolution of such Member or (ii) with the approval of the Board of Directors (or its delegate) (which consent may be withheld in the sole discretion of the Board of Directors (or its delegate)). In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board of Directors (or its delegate), which may be withheld in the sole discretion of the Board of Directors (or such delegate). To the fullest extent permitted by law, any pledge, transfer, or assignment not made in accordance with this Section 4.4 will be void. (b) The Board of Directors (or its delegate) may not consent to a Transfer of all or any Shares held by a Member unless: (i) the transferee benefiting from such Transfer is a person whom the Fund believes is an accredited investor, as such term is defined in Regulation D under the Securities Act of 1933 or any successor to such regulation; and (ii) all Shares held by a Member are to be Transferred to a single transferee or, after the Transfer of less than all Shares, the value of the Shares held by each of the transferee and the transferor would not be less than $25,000 (or such lower amount equal to the transferor’s initial Share balance in the Fund). Any transferee that acquires Shares by operation of law as the result of the death, divorce, bankruptcy, insolvency or dissolution of a Member or otherwise shall be entitled to the rights of redemption or repurchase and of dividends or other distributions attaching to such Shares and to Transfer such Shares in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. Any If a Member transfers Shares with the approval of the Board of Directors (or its delegate), the Board of Directors shall promptly take all necessary actions so that such transferee is admitted to the Fund as a Member. Each Member effecting a Transfer and its transferee agree to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Fund in connection with such Transfer. (c) Each Member shall indemnify and hold harmless the Fund, each member of the Board of Directors, the Investment Manager, each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from (i) any Transfer made or purported to be made by such Member in violation of this Agreement shall be void Section 4.4 and of no effect. No assignee, purchaser (ii) any misrepresentation by such Member (or transferee of any Interest may be admitted as a Substitute Member except with the written consent of a Transfer Decision Person, which consent may be given or withheld in its sole and absolute discretion. No Transfer will be permitted unless a Transfer Decision Person concludes that such Transfer will not cause the Company to be treated as a "publicly traded partnership" taxable as a corporation for U.S. federal income tax purposes. To the extent any Member, transferee or successor Member is purported to have transferred any economic interest in the Company in violation of this Agreement, the Company shall not recognize such action and a Transfer Decision Person may terminate all or any part of the Interest of such Member, transferee or successor Member at no value or such value as such Transfer Decision Person determines in its sole and absolute discretion and the Member, transferee or successor Member will forfeit all or such portion of its capital account ’s transferee) in connection with any such termination as determined by such Transfer Decision Person in connection therewith. With respect to a Repurchase Instrument or a Compulsory Repurchase Instrument, a Member may not Transfer all or any portion of the Repurchase Instrument or Compulsory Repurchase Instrument to any person (collectively a "Repurchase Instrument Transfer"), except for a Repurchase Instrument Transfer that is effected solely by operation of law pursuant to the death, bankruptcy or dissolution of the Member or a Repurchase Instrument Transfer that is effected with the written consent of a Transfer Decision Person, which consent may be given or withheld in its sole and absolute discretion.

Transfer of Interests. (a) Except with the express written consent An Interest or portion thereof of the Board of Directors, or any committee of the Board of Directors, any officers of the Company or the Advisor to whom the Board of Directors have conferred authority to make Transfer decisions (a "Transfer Decision Person"), which consent may be withheld in such Transfer Decision Person's sole and absolute discretion, a Member may not Transfer any of its Interest or any attributes of its Interest in whole or in part to any Person, except for a Transfer that is effected solely be Transferred only (i) by operation of law pursuant to the death, bankruptcy bankruptcy, insolvency or dissolution of such Member. Any Transfer made Member or purported to be made in violation of this Agreement shall be void and of no effect. No assignee, purchaser or transferee of any Interest may be admitted as a Substitute Member except (ii) with the written consent of a Transfer Decision Person, the Board (which consent may be given or withheld in its sole and absolute discretion. No Transfer will be permitted unless ). (b) If any transferee does not meet any investor eligibility requirements established by the Fund from time to time, the Fund reserves the right to redeem its Interest pursuant to Section 4.5. (c) If the Board does not consent to a Transfer Decision Person concludes that by operation of law, the Fund shall redeem the Interest from the Member's successor. Any permitted transferee shall be entitled to the right to tender such Interest, or portion thereof, for repurchase by the Fund in connection with an offer to purchase Interests made by the Fund and shall be entitled to the allocations and distributions allocable to the Interest so acquired and to Transfer such Interest in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. In no event, however, will not cause the Company to any transferee or assignee be treated admitted as a "publicly traded partnership" taxable as a corporation for U.S. federal income tax purposesMember without the consent of the Board (or its delegate), which may be withheld in its (or its delegate's) sole discretion. To the extent The admission of any Member, transferee or successor as a substituted Member is purported shall be effective upon the execution and delivery by, or on behalf of, such substituted Member of either a counterpart of this Agreement or an instrument that constitutes the execution and delivery of this Agreement. (d) Any pledge, transfer, or assignment not made in accordance with this Section 4.4 shall be void. (e) Each transferring Member and transferee agrees to have transferred pay all expenses, including attorneys' and accountants' fees, incurred by the Fund in connection with such Transfer. Upon the Transfer to another person or persons of a Member's entire Interest, such transferring Member shall cease to be a member of the Fund. Each transferring Member shall indemnify and hold harmless the Fund, the Directors, the officers of the Fund, each other Member and any economic interest Affiliate of the foregoing against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in the Company investigating or defending against any such losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from (i) any Transfer made by such Member in violation of this Agreement, the Company shall not recognize Section 4.4 and (ii) any misrepresentation by such action and a Transfer Decision Person may terminate all Member (or any part of the Interest of such Member, transferee or successor Member at no value or such value as such Transfer Decision Person determines in its sole and absolute discretion and the Member, transferee or successor Member will forfeit all or such portion of its capital account 's transferee) in connection with any such termination as determined by such Transfer Decision Person in connection therewith. With respect to a Repurchase Instrument or a Compulsory Repurchase Instrument, a Member may not Transfer all or any portion of the Repurchase Instrument or Compulsory Repurchase Instrument to any person (collectively a "Repurchase Instrument Transfer"), except for a Repurchase Instrument Transfer that is effected solely by operation of law pursuant to the death, bankruptcy or dissolution of the Member or a Repurchase Instrument Transfer that is effected with the written consent of a Transfer Decision Person, which consent may be given or withheld in its sole and absolute discretion.

Transfer of Interests. (a) Except with the express written consent of the Board of Directors, or any committee of the Board of Directors, any officers of the Company or the Advisor to whom the Board of Directors have conferred authority to make Transfer decisions (a "Transfer Decision Person"), which consent Any Repurchaser may be withheld in such Transfer Decision Person's sole and absolute discretion, a Member may not Transfer any of its Interest or any attributes of its Interest in whole or in part to any Person, except for a Transfer that is effected solely by operation of law pursuant to the death, bankruptcy or dissolution of such Member. Any Transfer made or purported to be made in violation of this Agreement shall be void and of no effect. No assignee, purchaser or transferee of any Interest may be admitted as a Substitute Member except with the written consent of a Transfer Decision Person, which consent may be given or withheld in its sole and absolute discretion. No Transfer will be permitted unless a Transfer Decision Person concludes that such Transfer will not cause the Company to be treated as a "publicly traded partnership" taxable as a corporation for U.S. federal income tax purposes. To the extent any Member, transferee or successor Member is purported to have transferred any economic interest in the Company in violation of this Agreement, the Company shall not recognize such action and a Transfer Decision Person may terminate assign all or any part of its interest in, or rights under this Agreement; provided, however, that no assignment of this Agreement or of any of a Repurchaser's rights hereunder shall be made by a Repurchaser unless such Repurchaser also transfers to the Interest assignee an interest in such Repurchaser's stock in Boundary equal to the Percentage Entitlement of gas under this Agreement being transferred to such Memberassignee and such assignee first ratifies and becomes a party to the Memorandum of Agreement and this Agreement. In addition, any Repurchaser may sell, transfer or assign all or any part of its shares of stock in Boundary; provided, however, that no Repurchaser shall sell, assign or transfer any of its shares of stock in Boundary unless the purchaser, assignee or transferee thereof first ratifies and becomes a party to the Memorandum of Agreement and this Agreement. Upon such sale, transfer or successor Member at no value or such value as such Transfer Decision Person determines in its sole and absolute discretion assignment, this Agreement and the MemberMemorandum of Agreement shall, transferee subject to the provisions of Article XIX hereof, be amended to reflect such action. To the extent that any sale, transfer or successor Member will forfeit assignment proposed to be made pursuant to this Article XIV requires regulatory authorization, such sale, transfer or assignment shall not be effected until all necessary regulatory authorizations have been received and accepted. In the event regulatory authorization for a sale, transfer or assignment pursuant to this Article XIV is required to be obtained by Boundary, Boundary shall seek diligently to obtain such portion authorization and, upon its receipt, the decision of its capital account Boundary whether to accept such authorization shall be determined by a vote of 60% of the issued and outstanding Common Stock of Boundary. The provisions of this Article XIV shall not be deemed to apply to any pledge of, or grant of a security interest in, this Agreement or shares of stock in Boundary by a Repurchaser in connection with any borrowing by, or indebtedness of, such termination as determined by such Transfer Decision Person in connection therewith. With respect to a Repurchase Instrument Repurchaser or a Compulsory Repurchase Instrumentany corporate affiliate thereof (i.e., a Member may not Transfer all corporation owning, ---- owned by, or under common control with such Repurchaser); provided, however, that any portion interest in said shares or this Agreement transferred pursuant to foreclosure under such pledge or security interest shall continue to be subject to the provisions of the Repurchase Instrument Memorandum of Agreement and this Agreement and any transferee thereunder shall be deemed to be substituted in the Memorandum of Agreement and this Agreement for the Repurchaser which granted such pledge or Compulsory Repurchase Instrument to any person (collectively a "Repurchase Instrument Transfer"), except for a Repurchase Instrument Transfer that is effected solely by operation of law pursuant to the death, bankruptcy or dissolution of the Member or a Repurchase Instrument Transfer that is effected with the written consent of a Transfer Decision Person, which consent may be given or withheld in its sole and absolute discretionsecurity interest.

Transfer of Interests. (a) Except with as provided in this Section, the express Partners may (PAGE) transfer their interest in the Partnership subject to a right of first refusal exercisable by the Partnership. The transferring Partner is required to advise the Partnership by written consent notice of the Board price, terms and conditions of Directors, or a third-party bona fide written offer to purchase any committee interest in the Partnership at least sixty (60) days prior to the proposed transfer. Said right of first refusal shall be exercisable by the Board of Directors, any officers of Partnership at the Company or price and on the Advisor to whom the Board of Directors have conferred authority to make Transfer decisions (a "Transfer Decision Person"), which consent may be withheld terms and conditions set forth in such Transfer Decision Person's sole written offer and absolute discretionthe Partnership must notify the transferring Partner of its intention to purchase its interest in the Partnership at least thirty (30) days prior to the proposed date of transfer. In the case of a gratuitous transfer of an interest in the Partnership, said right of first refusal shall be at fair market value as determined by an independent appraisal. Until admitted to the Partnership as a Partner, a Member may not Transfer any transferee of its Interest or any attributes of its Interest an interest in whole or in part to any Person, except for a Transfer that is effected solely by operation of law the Partnership pursuant to this Section 20 shall be entitled to receive the deathdistributions from this Partnership to which the transferor would otherwise be entitled but shall not become entitled to exercise any rights of a Partner. However, bankruptcy or dissolution in the case of such Member. Any Transfer made or any purported to be made in violation transfer not permitted under any other subsection of this Agreement Section 20, the purported transfer shall be void and the purported transferee shall not receive any distribution. Notwithstanding any other provision of no effect. No assigneethis Section 20, purchaser or a transferee of any Interest may an interest in this Partnership shall be admitted as a Substitute Member except Partner only with the written consent of a Transfer Decision Personthe Managing Partner, which consent may be given or withheld in its sole and absolute discretion. No Transfer will be permitted unless a Transfer Decision Person concludes that such Transfer will not cause the Company to be treated as a "publicly traded partnership" taxable as a corporation for U.S. federal income tax purposes. To the extent any Member, transferee or successor Member is purported to have transferred any economic interest in the Company in violation of this Agreement, the Company shall not recognize such action and a Transfer Decision Person may terminate all or any part of the Interest of such Member, transferee or successor Member at no value or such value as such Transfer Decision Person determines in its sole and absolute discretion of the Managing Partner. A Partner shall cease to be a Partner upon the transfer of all of its interest in the Partnership. (b) Unless the Managing Partner consents to the transfer, no Partner shall transfer any interest in the Partnership to any other person to the extent that such transfer, if effected, would cause a termination of the Partnership for federal income tax purposes under Code Section 708(b). Unless the Managing Partner consents to the transfer, any attempt to transfer an interest in the Partnership that, if effected, would cause a termination of the Partnership is not effective to transfer the interest in the Partnership to the purported transferee thereof and the Member, purported transferee or successor Member will forfeit all or such portion of its capital account in connection with such termination shall not be entitled to any rights as determined by such Transfer Decision Person in connection therewith. With respect to a Repurchase Instrument or a Compulsory Repurchase Instrument, a Member may not Transfer all or any portion Partner of the Repurchase Instrument or Compulsory Repurchase Instrument to any person (collectively a "Repurchase Instrument Transfer"), except for a Repurchase Instrument Transfer that is effected solely by operation of law pursuant to the death, bankruptcy or dissolution of the Member or a Repurchase Instrument Transfer that is effected with the written consent of a Transfer Decision Person, which consent may be given or withheld in its sole and absolute discretionPartnership.

Transfer of Interests. (a) Except with the express written consent of the Board of Directors, or any committee of the Board of Directors, any officers of the Company or the Advisor or its Affiliates to whom the Board of Directors have conferred authority to make Transfer decisions (a "Transfer Decision Person"), which consent may be withheld in such Transfer Decision Person's sole and absolute discretion, a Member may not Transfer any of its Interest or any attributes of its Interest in whole or in part to any Person, except for a Transfer that is effected solely by operation of law pursuant to the death, bankruptcy or dissolution of such Member. Any Transfer made or purported to be made in violation of this Agreement shall be void and of no effect. No assignee, purchaser or transferee of any Interest may be admitted as a Substitute Member except with the written consent of a Transfer Decision Person, which consent may be given or withheld in its sole and absolute discretion. No Transfer will be permitted unless a Transfer Decision Person concludes that such Transfer will not cause the Company to be treated as a "publicly traded partnership" taxable as a corporation for U.S. federal income tax purposes. To the extent any Member, transferee or successor Member is purported to have transferred any economic interest in the Company in violation of this Agreement, the Company shall not recognize such action and a Transfer Decision Person may terminate all or any part of the Interest of such Member, transferee or successor Member at no value or such value as such Transfer Decision Person determines in its sole and absolute discretion and the Member, transferee or successor Member will forfeit all or such portion of its capital account in connection with such termination as determined by such Transfer Decision Person in connection therewith. With respect to a Repurchase Instrument or a Compulsory Repurchase Instrument, a Member may not Transfer all or any portion of the Repurchase Instrument or Compulsory Repurchase Instrument to any person (collectively a "Repurchase Instrument Transfer"), except for a Repurchase Instrument Transfer that is effected solely by operation of law pursuant to the death, bankruptcy or dissolution of the Member or a Repurchase Instrument Transfer that is effected with the written consent of a Transfer Decision Person, which consent may be given or withheld in its sole and absolute discretion.

Transfer of Interests. (a) Except with the express written consent The ownership and transferability of the Board of Directors, or any committee of the Board of Directors, any officers of interests in the Company or the Advisor to whom the Board of Directors have conferred authority to make Transfer decisions (a "Transfer Decision Person"), which consent may be withheld in such Transfer Decision Person's sole and absolute discretion, a Member may not Transfer any of its Interest or any attributes of its Interest in whole or in part to any Person, except for a Transfer that is effected solely by operation of law pursuant to the death, bankruptcy or dissolution of such Memberare substantially restricted as set forth herein. Any Transfer made or purported to be made in violation of this Agreement shall be void and of no effect. No assignee, purchaser or transferee of any Interest may be admitted as a Substitute Member except with the written consent Neither record title nor beneficial ownership of a Transfer Decision Person, which consent may be given or withheld in its sole and absolute discretion. No Transfer will be permitted unless a Transfer Decision Person concludes that such Transfer will not cause the Company to be treated as a "publicly traded partnership" taxable as a corporation for U.S. federal income tax purposes. To the extent any Member, transferee or successor Member is purported to have transferred any economic 's interest in the Company may be transferred or encumbered except as otherwise set forth in violation of this Agreement. (b) Except as provided in Section 2 below, no person acquiring an interest in the Company shall not recognize by sale, assignment or otherwise may be admitted to the Company without the unanimous vote or consent of the Members. No Member may grant a security interest in or otherwise pledge, hypothecate or encumber his, her or its interest in the Company or such action Member's distributions without the unanimous vote or consent of the other Members. It is understood that the Members are under no obligation to give such consent and a Transfer Decision Person are subject to no liability for withholding such consent. (c) Except as provided in Section 2 below, no Member may terminate sell, assign or otherwise transfer record title or beneficial ownership of all or any part of his, her or its interest in the Interest Company to any person or entity without the unanimous vote or consent of the Members. (a) A Member or an estate of a deceased Member may transfer all or part of a Member's interest in the Company to (A) any descendant of ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇; or (B) a trust in which the remaindermen are, exclusively, descendants of ▇. ▇▇▇▇▇▇▇▇ Wiley. Any such transfer shall be effective and valid hereunder only if the recipient of the transfer executes and delivers to the Company of a copy of this Agreement. After such execution and delivery, a transferee shall become a Member subject to all the terms and provisions of this Agreement. A substituted or additional Member shall be entitled to all the rights and subject to all the duties of a Member under this Agreement, and any reference herein to a Member or Members shall be deemed to include each such substituted or additional Member. Regardless of whether the estate of a deceased Member shall become a substituted Member, such estate shall be liable for all the liabilities, if any, of the decedent as a Member. (i) If at any time a Member (the "Offering Party") shall desire to dispose of all or any portion of his or her interest in the Company to a transferee other than a descendant of ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or successor Member at no value or such value as such Transfer Decision Person determines a trust in its sole which the remaindermen are, exclusively descendants of ▇. ▇▇▇▇▇▇▇▇ Wiley, the Offering Party shall first give to the other Members and absolute discretion to all known living descendants of ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and the Membertrustees of all known trusts in which the remaindermen are, transferee or successor Member will forfeit all or such portion exclusively, descendants of its capital account ▇. ▇▇▇▇▇▇▇▇ Wiley as identified by the Managers (the "Insiders") a notice (an "Offering Notice") of the interest to be disposed of, and the price (which shall not be higher than the closing trading price per share on the day of the Notice of any marketable securities corresponding to the Offering Party's Percentage Interest in connection with such termination as determined the LLC being offered) and the terms of disposition, which shall be accompanied by such Transfer Decision Person in connection therewitha copy of the written offer to purchase received from the proposed transferee. With respect The Insiders shall have the right, irrevocable for a period of 30 days after the giving of the Offering Notice (the "Insiders' Offer Period"), to a Repurchase Instrument or a Compulsory Repurchase Instrument, a Member may not Transfer elect to purchase all or any portion of the Repurchase Instrument interest specified in the Offering Notice at the price and on the terms set forth therein. (ii) If the Insiders shall not elect to purchase all or Compulsory Repurchase Instrument part of the interest offered in the Offering Notice pursuant to the foregoing provisions of this Section 2(b), the Managers, by two-thirds (2/3) consent, shall have the right, irrevocable for a period of 10 days from the end of the Insiders' Offer Period, to designate any person person, persons, entity or entities who or which shall have the exclusive right to purchase the remaining interest (collectively the "Designee"). The Designee(s) shall then have the right, irrevocable for a period of 20 days from the date of designation (the "Repurchase Instrument TransferDesignee Offer Period"), except for to elect to purchase all or any portion of the interest specified in the Offering Notice at the price and the terms set forth therein. (iii) If an Insider or Designee shall elect to exercise his, her or its right to purchase, notice of such election (an "Election Notice") shall be given to the Offering Party within the Insider Offer Period or the Designee Offer Period, as the case may be, which Election Notice shall specify a Repurchase Instrument Transfer that closing date not less than 15 or more than 45 days after the giving thereof, and on the date so specified the Offering Party shall sell, and the Insider or Designee, as the case may be, shall purchase, the interest specified in the Election Notice at the price and upon the terms provided therein. If more than one Insider shall send an Election Notice, the right to buy such interest shall be divided as agreed upon among the Insiders who shall have sent the Election Notices or, failing such agreement, equally among the Insiders, and the closing shall be held on a date mutually agreeable to the Offering Party and the Insiders electing to purchase, but in no event later than 30 days after the expiration of the Offering Period. If more than one Designee shall send an Election Notice, the allocation of the right to buy such interest shall be determined by consent of two-thirds (2/3) of the Managers (other than the Offering Party, if he or she shall be a Manager). If the Designee(s) shall purchase an interest specified in the Offering Notice, the Company shall deliver to the Designee(s) at the closing such portion of the Offering Party's current capital contribution corresponding to the interest purchased, and the Offering Party's Percentage Interest shall be adjusted accordingly. (c) If the interest offered in the Offering Notice is effected solely by operation of law not sold to the Insider(s) or Designee(s) pursuant to the deathforegoing provisions of Section 2(b), bankruptcy or dissolution of the any Member or a Repurchase Instrument Transfer that is effected with the written consent of a Transfer Decision Person, which consent may be given or withheld in its sole and absolute discretionother than ▇▇▇▇▇▇▇ ▇.

Transfer of Interests. (a) Except with the express written consent An Interest or portion thereof of the Board of Directors, or any committee of the Board of Directors, any officers of the Company or the Advisor to whom the Board of Directors have conferred authority to make Transfer decisions (a "Transfer Decision Person"), which consent may be withheld in such Transfer Decision Person's sole and absolute discretion, a Member may not Transfer any of its Interest or any attributes of its Interest in whole or in part to any Person, except for a Transfer that is effected solely be Transferred only (i) by operation of law pursuant to the death, bankruptcy bankruptcy, insolvency or dissolution of such Member. Any Transfer made Member or purported to be made in violation of this Agreement shall be void and of no effect. No assignee, purchaser or transferee of any Interest may be admitted as a Substitute Member except (ii) with the written consent of a Transfer Decision Person, the Board (which consent may be given or withheld in its sole and absolute discretion. No Transfer will be permitted unless ). (b) If any transferee does not meet any investor eligibility requirements established by the Fund from time to time, the Fund reserves the right to redeem its Interest pursuant to Section 4.5. (c) If the Board does not consent to a Transfer Decision Person concludes that by operation of law, the Fund shall redeem the Interest from the Member’s successor. Any permitted transferee shall be entitled to the right to tender such Interest, or portion thereof, for repurchase by the Fund in connection with an offer to purchase Interests made by the Fund and shall be entitled to the allocations and distributions allocable to the Interest so acquired and to Transfer such Interest in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. In no event, however, will not cause the Company to any transferee or assignee be treated admitted as a "publicly traded partnership" taxable as a corporation for U.S. federal income tax purposesMember without the consent of the Board (or its delegate), which may be withheld in its (or its delegate’s) sole discretion. To the extent The admission of any Member, transferee or successor as a substituted Member is purported shall be effective upon the execution and delivery by, or on behalf of, such substituted Member of either a counterpart of this Agreement or an instrument that constitutes the execution and delivery of this Agreement. (d) Any pledge, transfer, or assignment not made in accordance with this Section 4.4 shall be void. (e) Each transferring Member and transferee agrees to have transferred pay all expenses, including attorneys’ and accountants’ fees, incurred by the Fund in connection with such Transfer. Upon the Transfer to another person or persons of a Member’s entire Interest, such transferring Member shall cease to be a member of the Fund. Each transferring Member shall indemnify and hold harmless the Fund, the Directors, the officers of the Fund, each other Member and any economic interest Affiliate of the foregoing against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in the Company investigating or defending against any such losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from (i) any Transfer made by such Member in violation of this Agreement, the Company shall not recognize Section 4.4 and (ii) any misrepresentation by such action and a Transfer Decision Person may terminate all Member (or any part of the Interest of such Member, transferee or successor Member at no value or such value as such Transfer Decision Person determines in its sole and absolute discretion and the Member, transferee or successor Member will forfeit all or such portion of its capital account ’s transferee) in connection with any such termination as determined by such Transfer Decision Person in connection therewith. With respect to a Repurchase Instrument or a Compulsory Repurchase Instrument, a Member may not Transfer all or any portion of the Repurchase Instrument or Compulsory Repurchase Instrument to any person (collectively a "Repurchase Instrument Transfer"), except for a Repurchase Instrument Transfer that is effected solely by operation of law pursuant to the death, bankruptcy or dissolution of the Member or a Repurchase Instrument Transfer that is effected with the written consent of a Transfer Decision Person, which consent may be given or withheld in its sole and absolute discretion.