Common use of Certain Representations and Warranties of Members Clause in Contracts

Certain Representations and Warranties of Members. 12.1.1 Any Member that is an “investment company” under the Investment Company Act, or is an entity that would be an “investment company” under the Investment Company Act but for an exclusion under either Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act, has advised the Manager of the number of persons that constitute 12.1.2 Notwithstanding anything to the contrary contained in this Agreement, and as a condition to becoming, or remaining, a Member of the Company with respect to any Series, each current or prospective Member or Transferee, as the case may be, of an Interest will certify, as a condition of admittance to the Company with respect to any Series, and at any other time as the Manager may request, that such current or prospective Member or Transferee is a “United States person” within the meaning of Section 7701(a)(30) of the Code that is generally subject to U.S. federal income taxation on forms to be provided by the Company and will provide a completed and validly executed IRS Form W-9 to the Company, and will notify the Company within thirty (30) days of any change in the status of the current or prospective Member or Transferee. Any current or prospective Member or Transferee who fails to provide certification when requested to do so by the Manager will not be permitted to become, or remain, as the case may be, a Member of the Company with respect to any Series.