Common use of Certain Representations and Covenants Clause in Contracts

Certain Representations and Covenants. Each Member and its Permitted Transferee represents and covenants to the Company and the other Members as follows: 13.1 The Member (A) is an “Accredited Investor”, (B) is aware that the sale of the Interest to it is being made in reliance on the exemption from registration provided by Section 4(2) of the Securities Act and (C) is acquiring the Interest for its own account by exercising its sole investment discretion. The Member has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Interest, and the Member is able to bear the economic risk of its investment indefinitely. 13.2 The Member understands that the Interest is being offered only in a transaction not involving any public offering in the United States within the meaning of the Securities Act, the Interest has not been and will not be registered under the Securities Act, and, if in the future the Member decides to offer, resell, pledge or otherwise transfer the Interest, such Interest may be offered, resold, pledged or otherwise transferred only in accordance with the legend set forth on the cover of this Agreement. The Member acknowledges that no representation is made by the Company, other Members, the Manager or the Special Purpose Manager, as to the availability of any exemption under the Securities Act or any state securities laws for resale of the Interest. 13.3 The Member understands that an investment in the Interest involves certain risks, including the risk of loss of a substantial part of its investment under certain circumstances. The Member has had access to such financial and other information concerning the Company, other Members, the Manager or the Special Purpose Manager, and the Interest as it deemed necessary or appropriate in order to make an informed investment decision with respect to its purchase of the Interest, including an opportunity to ask questions of and request information from the Company. 13.4 In connection with the purchase of the Interest: (i) none of the Company, other Members, the Manager or the Special Purpose Manager is acting as a fiduciary or financial or investment adviser for the Member; (ii) the Member is not relying (for purposes of making any investment decision or otherwise) upon any advice, counsel or representations (whether written or oral) of the Company, other Members, the Manager or the Special Purpose Manager other than those set forth in this Agreement; (iii) none of the Company, other Members, the Manager or the Special Purpose Manager has given to the Member (directly or indirectly through any other person) any assurance, guarantee, or representation whatsoever as to the expected or projected success, profitability, return, performance, result, effect, consequence, or benefit (including legal, regulatory, tax, financial, accounting, or otherwise) of its purchase or the documentation for the Interest; (iv) the Member has consulted with its own legal, regulatory, tax, business, investment, financial, and accounting advisers to the extent it has deemed necessary, and it has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant to the documentation for the Interest) based upon its own judgment and upon any advice from such advisers as it has deemed necessary and not upon any view expressed by the Company, other Members, the Manager or the Special Purpose Manager; (v) the Member is purchasing the Interest with a full understanding of all of the terms, conditions and risks thereof (economic and otherwise), and it is capable of assuming and willing to assume (financially and otherwise) those risks; and (vi) the Member is a sophisticated investor familiar with transactions similar to its investment in the Interest. 13.5 The Member understands that the Interest may not at any time be held by or on behalf of a Person that is not an “Accredited Investor.” 13.6 The Member will not, at any time, offer to buy or offer to sell the Interest by any form of general solicitation or advertising, including, but not limited to, any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio or seminar or meeting whose attendees have been invited by general solicitations or advertising.

Certain Representations and Covenants. Each Member and its Permitted Transferee represents and covenants to the Company and the other Members as follows: 13.1 The Member (A) is an “Accredited Investor”, (B) is aware that the sale of the Interest to it is being made in reliance on the exemption from registration provided by Section 4(2) of the Securities Act and (C) is acquiring the Interest for its own account by exercising its sole investment discretion. The Member has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Interest, and the Member is able to bear the economic risk of its investment indefinitely. 13.2 The Member understands that the Interest is being offered only in a transaction not involving any public offering in the United States within the meaning of the Securities Act, the Interest has not been and will not be registered under the Securities Act, and, if in the future the Member decides to offer, resell, pledge or otherwise transfer the Interest, such Interest may be offered, resold, pledged or otherwise transferred only in accordance with the legend set forth on the cover of this Agreement. The Member acknowledges that no representation is made by the Company, other Members, the Manager or the Special Purpose Manager, as to the availability of any exemption under the Securities Act or any state securities laws for resale of the Interest. 13.3 The Member understands that an investment in the Interest involves certain risks, including the risk of loss of a substantial part of its investment under certain circumstances. circumstances The Member has had access to such financial and other information concerning the Company, other Members, the Manager or the Special Purpose Manager, and the Interest as it deemed necessary or appropriate in order to make an informed investment decision with respect to its purchase of the Interest, including an opportunity to ask questions of and request information from the Company. 13.4 In connection with the purchase of the Interest: (i) none of the Company, other Members, the Manager or the Special Purpose Manager is acting as a fiduciary or financial or investment adviser for the Member; (ii) the Member is not relying (for purposes of making any investment decision or otherwise) upon any advice, counsel or representations (whether written or oral) of the Company, other Members, the Manager or the Special Purpose Manager other than those set forth in this Agreement; (iii) none of the Company, other Members, the Manager or the Special Purpose Manager has given to the Member (directly or indirectly through any other person) any assurance, guarantee, or representation whatsoever as to the expected or projected success, profitability, return, performance, result, effect, consequence, or benefit (including legal, regulatory, tax, financial, accounting, or otherwise) of its purchase or the documentation for the Interest; (iv) the Member has consulted with its own legal, regulatory, tax, business, investment, financial, and accounting advisers to the extent it has deemed necessary, and it has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant to the documentation for the Interest) based upon its own judgment and upon any advice from such advisers as it has deemed necessary and not upon any view expressed by the Company, other Members, the Manager or the Special Purpose Manager; (v) the Member is purchasing the Interest with a full understanding of all of the terms, conditions and risks thereof (economic and otherwise), and it is capable of assuming and willing to assume (financially and otherwise) those risks; and (vi) the Member is a sophisticated investor familiar with transactions similar to its investment in the Interest. 13.5 The Member understands that the Interest may not at any time be held by or on behalf of a Person that is not an “Accredited Investor.” 13.6 The Member will not, at any time, offer to buy or offer to sell the Interest by any form of general solicitation or advertising, including, but not limited to, any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio or seminar or meeting whose attendees have been invited by general solicitations or advertising.