Common use of Admission of Members; Interests Clause in Contracts

Admission of Members; Interests. 4.2.1 Except as otherwise set forth in the applicable Series Designation, the Manager may, at any time and without advance notice to or consent from any other Member, admit to the Company with respect to any Series any Person who agrees to be bound by all of the terms of this Agreement as a Member who may enter as a Member or substitute Member. Members may be admitted to the Company with respect to a Series on such date or dates as the Manager may determine in its sole discretion. The Manager may, in its sole discretion, reject or accept any Person as a Member. The Manager will cause the books and records of 4.2.2 Each Member shall execute and deliver such documents as the Manager may require evidencing such Member’s intent to be bound by all of the terms and conditions of this Agreement and the applicable Series Designation. Upon acceptance by the Manager of a Member’s Subscription Agreement and payment of its Initial Capital Contribution with respect to a Series, such Member shall be issued an Interest in such Series. 4.2.3 The Manager may, in its sole discretion: (a) commence the Company’s or a Series’ operations upon the Capital Contribution of any Member; (b) establish as a policy of the Company or a Series that Capital Commitments must meet a minimum specified dollar amount, and change such minimum Capital Commitment requirements from time; (c) otherwise modify the Company’s or a Series’ policies regarding Capital Commitments and Capital Contributions; and (d) grant exceptions to any such policies and to the procedures and requirements for admission of Members and acceptance of Capital Commitments and Capital Contributions. 4.2.4 The Manager shall have the right to terminate any offering of Interests in a Series at any time in its sole discretion. 4.2.5 Members acquiring Interests and/or making Capital Commitments at any closing date occurring after the one-year anniversary of the Initial Closing Date of a Series will pay an additional amount to the Series on the date of such subsequent closing, unless waived by the Manager in its sole discretion, equal to the amount of interest that would accrue on the amount of the Member’s Capital Commitment less the aggregate Management Fee payable by such Member, computed from the Initial Closing Date through the date of such subsequent closing at an annual rate equal to seven percent (7%). Unless the Manager determines that such amounts will be retained by the applicable Series for expenses or to make investments, the amount contributed by such Members will be returned to the previously admitted Members in proportion to their respective Capital Commitments. For the avoidance of doubt, this additional amount shall not be part of the Member’s Capital Commitment and Capital Contributions to the relevant Series and will be disregarded for the calculations of Carried Interest and return of capital.