Common use of Appointment and Replacement of Members Clause in Contracts

Appointment and Replacement of Members. The General Partner shall establish an advisory committee of the Fund (the “Advisory Committee”) no later than the Final Closing Date consisting of at least [three (3)] and a maximum of [seven (7)] members that are appointed by the Fund Manager, each of which shall be a representative of a Limited Partner or investor in a Feeder Entity that is not an Interested Person, provided that no Limited Partner shall be represented by more than one member on the Advisory Committee. Any member of the Advisory Committee shall immediately cease to be a member of the Advisory Committee if the Limited Partner that such Person represents (i) becomes a Defaulting Partner, (ii) Transfers its entire Commitment (other than to an Affiliate of such Limited Partner) or (iii) otherwise withdraws from the Fund. Any Advisory Committee member may resign by giving the General Partner prior written notice, and the Limited Partner that is represented by the resigning member shall be entitled to designate a successor member thereto.