Common use of Admission of Additional Members; Capital Contributions Clause in Contracts

Admission of Additional Members; Capital Contributions. (a) Subject to Section 3.1(b), the Sponsor may, at any time and from time to time, admit one or more purchasers of Units as additional Members to the Platform as well as permit Members to make additional Capital Contributions through the purchase of Units, without the consent of the other Members. Capital Contributions must be made in cash. (i) Without limiting any other remedy available to the Platform, if a Person fails, in part or in whole, to make a Capital Contribution by the close of business on the day that such Capital Contribution was due to be received (so that it could be invested in the Series selected by such Person for such Capital Contribution) the Sponsor may, but shall have no obligation to, take any action, at the expense of the Platform, which the Sponsor may deem necessary or advisable in an attempt to collect from such Person the costs and expenses incurred, if any, in connection with such default and collection; provided, that the Sponsor may determine to allocate all or a portion of such costs and expenses equally among all Capital Accounts of the applicable Series outstanding for the then current Accounting Period. (ii) Upon admission to the Platform, whether as a result of a Capital Contribution or Transfer, each new Member shall, by written Subscription Agreement or another instrument or instruments satisfactory to the Sponsor, become bound by and subject to all of the terms and conditions of this Agreement. (iii) The amount of each new Member’s initial Capital Contribution(s) shall be set forth in such new Member’s Subscription Agreement. An existing Member which makes additional Capital Contributions need not complete a new Subscription Agreement for each additional new Capital Contribution, unless otherwise requested by the Sponsor; provided, however, that all agreements, covenants, representations and warranties made by such Member in its original Subscription Agreement shall be deemed to be ratified and reaffirmed at the time such Member makes an additional Capital Contribution, and that such Member may be requested to submit a short-form confirmation of the foregoing. (iv) Under no circumstances shall the Sponsor have any obligation to accept any Capital Contribution from any Person, whether or not an existing Member. (v) No Member shall have any pre-emptive rights or rights of first refusal with respect to the issuance of additional Units. (b) No Member shall be admitted, whether as a result of a Capital Contribution or Transfer, if doing so would result in an Impermissible Event. In the event that any such Member is admitted to the Platform, such Member’s admission shall be null and void ab initio (except to the extent that the other Members have been damaged by such admission, in which case such Member’s Capital Account(s) shall be debited with the amount of any such damage pro rata in accordance with the Net Asset Value of such Capital Accounts), irrespective of whether the Sponsor had expressly consented thereto. For the avoidance of doubt, no Sponsor Party shall have any liability to the Platform or any Member for admitting any Member in violation of this Section 3.1(b), provided that such Sponsor Party’s conduct is consistent with the standard set forth in Section 2.6. (c) The admission of additional Members shall not cause the dissolution of the Platform, and all the Members shall continue to be subject to the provisions of this Agreement in all respects subsequent to such admission. (d) Members shall not receive interest on their Capital Contributions, except, in the sole discretion of the Sponsor, as may be accrued while such Capital Contribution is held in escrow prior to the issuance of the Units of any Series. The interest, if any, earned on a Capital Contribution received from a Member or prospective Member prior to the beginning of the Accounting Period as of which the corresponding Units are issued shall be contributed, upon issuance of the related Units to such Member, to the Reserve Assets as a general asset of the Series in question.

Admission of Additional Members; Capital Contributions. (a) Subject to Section 3.1(b), the Sponsor may, at any time and from time to time, admit one or more purchasers of Units as additional Members to the Platform as well as permit Members to make additional Capital Contributions through the purchase of Units, without the consent of the other Members. Capital Contributions must be made in cash. (i) Without limiting any other remedy available to the Platform, if a Person fails, in part or in whole, to make a Capital Contribution by the close of business on the day that such Capital Contribution was due to be received (so that it could be invested in the Series selected by such Person for such Capital Contribution) the Sponsor may, but shall have no obligation to, take any action, at the expense of the Platform, which the Sponsor may deem necessary or advisable in an attempt to collect from such Person the costs and expenses incurred, if any, in connection with such default and collection; provided, that the Sponsor may determine to allocate all or a portion of such costs and expenses equally among all Capital Accounts Units of the applicable Series outstanding for the then current Accounting Period. (ii) Upon admission to the Platform, whether as a result of a Capital Contribution or Transfer, each new Member shall, by written Subscription Agreement or another instrument or instruments satisfactory to the Sponsor, become bound by and subject to all of the terms and conditions of this Agreement. (iii) The amount of each new Member’s 's initial Capital Contribution(s) shall be set forth in such new Member’s 's Subscription Agreement. An existing Member which makes additional Capital Contributions need not complete a new Subscription Agreement for each additional new Capital Contribution, unless otherwise requested by the Sponsor; provided, however, that all agreements, covenants, representations and warranties made by such Member in its original Subscription Agreement shall be deemed to be ratified and reaffirmed at the time such Member makes an additional Capital Contribution, and that such Member may be requested to submit a short-form confirmation of the foregoing. (iv) Under no circumstances shall the Sponsor have any obligation to accept any Capital Contribution from any Person, whether or not an existing Member. (v) No Member shall have any pre-emptive rights or rights of first refusal with respect to the issuance of additional Units. (b) No Member shall be admitted, whether as a result of a Capital Contribution or Transfer, if doing so would result in an Impermissible Event. In the event that any such Member is admitted to the Platform, such Member’s 's admission shall be null and void ab initio (except to the extent that the other Members have been damaged by such admission, in which case such Member’s 's Capital Account(s) Accounts shall be debited with the amount of any such damage pro rata in accordance with the Net Asset Value of such Capital Accounts), irrespective of whether the Sponsor had expressly consented thereto. For the avoidance of doubt, no Sponsor Party shall have any liability to the Platform or any Member for admitting any Member in violation of this Section 3.1(b), provided that such Sponsor Party’s 's conduct is consistent with the standard set forth in Section 2.6. (c) The admission of additional Members shall not cause the dissolution of the Platform, and all the Members shall continue to be subject to the provisions of this Agreement in all respects subsequent to such admission. (d) Members shall not receive interest on their Capital Contributions, except, in the sole discretion of the Sponsor, as may be accrued while such Capital Contribution is held in escrow prior to the issuance of the Units of any Series. The interest, if any, earned on a Capital Contribution received from a Member or prospective Member prior to the beginning of the Accounting Period as of which the corresponding Units are issued shall be contributed, upon issuance of the related Units to such Member, to retained in the Reserve Assets as a general asset of the Series in question.

Admission of Additional Members; Capital Contributions. (a) Subject to Section 3.1(b), the Sponsor may, at any time and from time to time, admit one or more purchasers of Units as additional Members to the Platform as well as permit Members to make additional Capital Contributions through the purchase of Units, without the consent of the other Members. Capital Contributions must be made in cash. (i) Without limiting any other remedy available to the Platform, if a Person fails, in part or in whole, to make a Capital Contribution by the close of business on the day that such Capital Contribution was due to be received (so that it could be invested in the Series selected by such Person for such Capital Contribution) the Sponsor may, but shall have no obligation to, take any action, at the expense of the Platform, which the Sponsor may deem necessary or advisable in an attempt to collect from such Person the costs and expenses incurred, if any, in connection with such default and collection; provided, that the Sponsor may determine to allocate all or a portion of such costs and expenses equally among all Capital Accounts of the applicable Series outstanding for the then current Accounting Period. (ii) Upon admission to the Platform, whether as a result of a Capital Contribution or Transfer, each new Member shall, by written Subscription Agreement or another instrument or instruments satisfactory to the Sponsor, become bound by and subject to all of the terms and conditions of this Agreement. (iii) The amount of each new Member’s 's initial Capital Contribution(s) shall be set forth in such new Member’s 's Subscription Agreement. An existing Member which makes additional Capital Contributions need not complete a new Subscription Agreement for each additional new Capital Contribution, unless otherwise requested by the Sponsor; provided, however, that all agreements, covenants, representations and warranties made by such Member in its original Subscription Agreement shall be deemed to be ratified and reaffirmed at the time such Member makes an additional Capital Contribution, and that such Member may be requested to submit a short-form confirmation of the foregoing. (iv) Under no circumstances shall the Sponsor have any obligation to accept any Capital Contribution from any Person, whether or not an existing Member. (v) No Member shall have any pre-emptive rights or rights of first refusal with respect to the issuance of additional Units. (b) No Member shall be admitted, whether as a result of a Capital Contribution or Transfer, if doing so would result in an Impermissible Event. In the event that any such Member is admitted to the Platform, such Member’s 's admission shall be null and void ab initio (except to the extent that the other Members have been damaged by such admission, in which case such Member’s 's Capital Account(s) shall be debited with the amount of any such damage pro rata in accordance with the Net Asset Value of such Capital Accounts), irrespective of whether the Sponsor had expressly consented thereto. For the avoidance of doubt, no Sponsor Party shall have any liability to the Platform or any Member for admitting any Member in violation of this Section 3.1(b), provided that such Sponsor Party’s 's conduct is consistent with the standard set forth in Section 2.6. (c) The admission of additional Members shall not cause the dissolution of the Platform, and all the Members shall continue to be subject to the provisions of this Agreement in all respects subsequent to such admission. (d) Members shall not receive interest on their Capital Contributions, except, in the sole discretion of the Sponsor, as may be accrued while such Capital Contribution is held in escrow prior to the issuance of the Units of any Series. The interest, if any, earned on a Capital Contribution received from a Member or prospective Member prior to the beginning of the Accounting Period as of which the corresponding Units are issued shall be contributed, upon issuance of the related Units to such Member, to the Reserve Assets as a general asset of the Series in question.