Common use of Additional Member Capital Contributions Clause in Contracts

Additional Member Capital Contributions. (a) Subject to complying with the terms of Section 2.07, the Manager shall have the right to admit one or more Persons as members of the Company (each an “Additional Member”) with such rights and obligations as the Manager shall determine. Upon admission of any new Member (i) such Member shall be designated as a Preferred Member, Common Member or such other classification as the Manager shall elect based on such new Member’s rights and obligations hereunder and (ii) subject to Sections 9.03 hereof, the Manager is authorized to amend this Agreement without any further action on the part of any other Member to reflect the admission of such new Member and its rights and obligations hereunder. Subject to the Act and this Section 2.08, any Membership Interest issued to Additional Members may be issued in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties as shall be determined by the Manager, in its sole and absolute discretion without the approval of any Member, and set forth in this Agreement or a written document thereafter attached to and made an exhibit to this Agreement (each, a “Membership Interest Designation”); provided, that that material terms of any Membership Interest Designation shall be set forth in any Additional Member Notice. Without limiting the generality of the foregoing, the Manager shall have authority to specify (a) the allocations of items of Company income, gain, loss, deduction and credit to each such class or series of Membership Interest; (b) the right of each such class or series of Membership Interest to share in Company distributions; (c) the rights of each such class or series of Membership Interest upon dissolution and liquidation of the Company; (d) the voting rights, if any, of each such class or series of Membership Interest; and (e) the conversion, redemption or exchange rights applicable to each such class or series of Membership Interest; provided, however, that none of the foregoing shall reduce Brown Family’s Preferred Return and seven percent (7%) IRR set forth in Section 4.03(c).

Additional Member Capital Contributions. (a) Subject to complying with the terms of this Section 2.073.8, the Manager Managing Member shall have the right to admit one or more Persons as members of the Company (each an “Additional Member”) with such rights and obligations as the Manager Managing Member shall determinedetermine in its sole discretion. Upon admission of any new Member (i) such Member shall be designated as a Preferred Member, Common Member or such other classification as the Manager Managing Member shall elect based on such new Member’s rights and obligations hereunder and (ii) subject to Sections 9.03 7.2, 7.3 and 15.3 hereof, the Manager Managing Member is authorized to amend this Agreement without any further action on the part of any other Member to reflect the admission of such new Member and its rights and obligations hereunder. (b) Prior to the earlier of (i) second anniversary of the date hereof and (ii) the sixth month anniversary after the date on which the Initial Preferred Member is no longer required to make any further Capital Contributions hereunder, if the Managing Member elects to obtain additional funds for the Company through the acceptance of Capital Contributions from an Additional Member, the Managing Member shall provide notice thereof to the Initial Preferred Member (the “Additional Investor Notice”). The Initial Preferred Member shall have the right by giving an irrevocable written notice to the Managing Member no later than thirty (30) days after the date on which the Additional Investor Notice is delivered to the Initial Preferred Member to elect to make a further additional Capital Contribution to the Company in an amount up to the maximum additional capital being sought by the Company from Additional Members as set forth in the Additional Investor Notice, which Capital Contributions shall have rights and obligations at least as favorable to the Initial Preferred Member as the terms and obligations set forth in such Additional Investor Notice. In the event that the Initial Preferred Member does not elect to contribute funds in the amount set forth in the Additional Investor Notice, the Managing Member may then accept Capital Contributions from any Additional Member pursuant to the terms of this Section 3.8; provided that no equity interests in the Company may be sold to Persons other than the Initial Preferred Member under terms that are more favorable to such Person than those set forth in the Additional Investor Notice. Notwithstanding anything in this Section 3.8 to the contrary, in no event shall the Company be permitted to make any Capital Call or accept any Capital Contributions from an Additional Member pursuant to this Section 3.8 unless (i) the Unreturned Capital Contributions of the Managing Member is at least 65% of the total Unreturned Capital Contributions of all Common Members after giving effect to the Capital Contributions to be made by such Additional Members, (ii) at least 75% of the Initial Preferred Member’s Maximum Capital Contributions has been called and used by the Company to acquire Permitted Investments and (iii) the right to distributions of the holder of any such equity pursuant to Article V hereof is subordinate to the right to distributions of the Initial Preferred Member (with respect to both the Initial Preferred Member Priority Return and the Initial Preferred Member’s Unreturned Capital Contributions). (c) Subject to the Act and this Section 2.083.8, any Membership Interest Company Interests issued to Additional Members may be issued in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties as shall be determined by the ManagerManaging Member, in its sole and absolute discretion without the approval of any Member, and set forth in this Agreement or a written document thereafter attached to and made an exhibit to this Agreement (each, a “Membership Company Interest Designation”); provided, that that material terms of any Membership Company Interest Designation shall be set forth in any Additional Member Investor Notice. Without limiting the generality of the foregoing, the Manager Managing Member shall have authority to specify (a) the allocations of items of Company income, gain, loss, deduction and credit to each such class or series of Membership InterestCompany Interests; (b) the right of each such class or series of Membership Interest Company Interests to share in Company distributions; (c) the rights of each such class or series of Membership Interest Company Interests upon dissolution and liquidation of the Company; (d) the voting rights, if any, of each such class or series of Membership InterestCompany Interests; and (e) the conversion, redemption or exchange rights applicable to each such class or series of Membership InterestCompany Interests; provided, however, that none of the foregoing shall reduce Brown Family’s alter in a manner adverse to the Initial Preferred Return Member, the relative rights between the Managing Member and seven percent (7%) IRR set forth in Section 4.03(c)the Initial Preferred Member provided herein.

Additional Member Capital Contributions. (a) Subject to complying with the terms of Section 2.07, the Manager shall have the right to admit one or more Persons as members of the Company (each an “Additional Member”) with such rights and obligations as the Manager shall determine. Upon admission of any new Member (i) such Member shall be designated as a Preferred Member, Common Member or such other classification as the Manager shall elect based on such new Member’s rights and obligations hereunder and (ii) subject to Sections 9.03 hereof, the Manager is authorized to amend this Agreement without any further action on the part of any other Member to reflect the admission of such new Member and its rights and obligations hereunder. Subject to the Act and this Section 2.08, any Membership Interest issued to Additional Members may be issued in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties as shall be determined by the Manager, in its sole and absolute discretion without the approval of any Member, and set forth in this Agreement or a written document thereafter attached to and made an exhibit to this Agreement (each, a “Membership Interest Designation”); provided, that that material terms of any Membership Interest Designation shall be set forth in any Additional Member Notice. Without limiting the generality of the foregoing, the Manager shall have authority to specify (a) the allocations of items of Company income, gain, loss, deduction and credit to each such class or series of Membership Interest; (b) the right of each such class or series of Membership Interest to share in Company distributions; (c) the rights of each such class or series of Membership Interest upon dissolution and liquidation of the Company; (d) the voting rights, if any, of each such class or series of Membership Interest; and (e) the conversion, redemption or exchange rights applicable to each such class or series of Membership Interest; provided, however, that none of the foregoing shall reduce Brown Xxxxx Family’s Preferred Return and seven nine percent (79%) IRR set forth in Section 4.03(c).

Additional Member Capital Contributions. (a) Subject to complying with the terms of Section 2.072.06, the Manager Managing Member shall have the right to admit one or more Persons as members of the Company (each an “Additional Member”) with such rights and obligations as the Manager Managing Member shall determine. Upon admission of any new Member (i) such Member shall be designated as a Preferred Member, Common Member or such other classification as the Manager Managing Member shall elect based on such new Member’s rights and obligations hereunder and (ii) subject to Sections Section 9.03 hereof, the Manager Managing Member is authorized to amend this Agreement without any further action on the part of any other Member to reflect the admission of such new Member and its rights and obligations hereunder. Subject to the Act and this Section 2.08, any Membership Interest issued to Additional Members may be issued in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties as shall be determined by the ManagerManaging Member, in its sole and absolute discretion without the approval of any Member, and set forth in this Agreement or a written document thereafter attached to and made an exhibit to this Agreement (each, a “Membership Interest Designation”); provided, that that material terms of any Membership Interest Designation shall be set forth in any Additional Member Notice. Without limiting the generality of the foregoing, the Manager Managing Member shall have authority to specify (a) the allocations of items of Company income, gain, loss, deduction and credit to each such class or series of Membership Interest; (b) the right of each such class or series of Membership Interest to share in Company distributions; (c) the rights of each such class or series of Membership Interest upon dissolution and liquidation of the Company; (d) the voting rights, if any, of each such class or series of Membership Interest; and (e) the conversion, redemption or exchange rights applicable to each such class or series of Membership Interest; provided, however, that none of the foregoing shall reduce Brown Family’s the Preferred Return and seven percent (7%) IRR set forth in Section 4.03(c)for the Preferred Members.

Additional Member Capital Contributions. (a) Subject to complying with the terms of Section 2.07, the Manager shall have the right to admit one or more Persons as members of the Company (each an “Additional Member”) with such rights and obligations as the Manager shall determine. Upon admission of any new Member (i) such Member shall be designated as a Preferred Member, Common Member or such other classification as the Manager shall elect based on such new Member’s rights and obligations hereunder and (ii) subject to Sections 9.03 hereof, the Manager is authorized to amend this Agreement without any further action on the part of any other Member to reflect the admission of such new Member and its rights and obligations hereunder. Subject to the Act and this Section 2.08, any Membership Interest issued to Additional Members may be issued in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties as shall be determined by the Manager, in its sole and absolute discretion without the approval of any Member, and set forth in this Agreement or a written document thereafter attached to and made an exhibit to this Agreement (each, a “Membership Interest Designation”); provided, that that material terms of any Membership Interest Designation shall be set forth in any Additional Member Notice. Without limiting the generality of the foregoing, the Manager shall have authority to specify (a) the allocations of items of Company income, gain, loss, deduction and credit to each such class or series of Membership Interest; (b) the right of each such class or series of Membership Interest to share in Company distributions; (c) the rights of each such class or series of Membership Interest upon dissolution and liquidation of the Company; (d) the voting rights, if any, of each such class or series of Membership Interest; and (e) the conversion, redemption or exchange rights applicable to each such class or series of Membership Interest; provided, however, that none of the foregoing shall reduce Brown Family’s the Preferred Return and seven for the Preferred Members of twelve percent (712%) IRR set forth in Section 4.03(c).

Additional Member Capital Contributions. (a) Subject to complying with the terms of Section 2.07, the Manager shall have the right to admit one or more Persons as members of the Company (each an “"Additional Member”") with such rights and obligations as the Manager shall determine. Upon admission of any new Member (i) such Member shall be designated as a Preferred Member, Common Member or such other classification as the Manager shall elect based on such new Member’s 's rights and obligations hereunder and (ii) subject to Sections 9.03 hereof, the Manager is authorized to amend this Agreement without any further action on the part of any other Member to reflect the admission of such new Member and its rights and obligations hereunder. Subject to the Act and this Section 2.08, any Membership Interest issued to Additional Members may be issued in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties as shall be determined by the Manager, in its sole and absolute discretion without the approval of any Member, and set forth in this Agreement or a written document thereafter attached to and made an exhibit to this Agreement (each, a “" Membership Interest Designation”"); provided, that that material terms of any Membership Interest Designation shall be set forth in any Additional Member Notice. Without limiting the generality of the foregoing, the Manager shall have authority to specify (a) the allocations of items of Company income, gain, loss, deduction and credit to each such class or series of Membership Interest; (b) the right of each such class or series of Membership Interest to share in Company distributions; (c) the rights of each such class or series of Membership Interest upon dissolution and liquidation of the Company; (d) the voting rights, if any, of each such class or series of Membership Interest; and (e) the conversion, redemption or exchange rights applicable to each such class or series of Membership Interest; provided, however, that none of the foregoing shall reduce Brown Family’s the Preferred Return and seven for the Preferred Members of twelve percent (712%) IRR set forth in Section 4.03(c).