Common use of Citizenship Certificates; Non-citizen Assignees Clause in Contracts

Citizenship Certificates; Non-citizen Assignees. (a) If any Group Member is or becomes subject to any federal, state or local law or regulation that the Board of Directors determines would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest based on the nationality, citizenship or other related status of a Member or Assignee, the Board of Directors may request any Member or Assignee to furnish to the Board of Directors, within 30 days after receipt of such request, an executed Citizenship Certification or such other information concerning his nationality, citizenship or other related status (or, if the Member or Assignee is a nominee holding for the account of another Person, the nationality, citizenship or other related status of such Person) as the Board of Directors may request. If a Member or Assignee fails to furnish to the Board of Directors, within the aforementioned 30-day period, such Citizenship Certification or other requested information or if upon receipt of such Citizenship Certification or other requested information the Board of Directors determines that a Member or Assignee is not an Eligible Citizen, the Member Interests owned by such Member or Assignee shall be subject to redemption in accordance with the provisions of Section 4.8. In addition, the Board of Directors may require that the status of any such Member or Assignee be changed to that of a Non-citizen Assignee and, thereupon such Member shall cease to be a member of the Company and shall have no voting rights, whether arising hereunder, under the Delaware Act, at law, in equity or otherwise, in respect of its Member Interests. The voting rights in respect of Member Interests of Non-citizen Assignees shall be deemed to have been exercised with the votes being distributed in the same ratios or for the same candidates for election as Directors as the votes of Members in respect of Member Interests other than those of Non-citizen Assignees are cast, either for, against or abstaining as to the matter or election. (b) Upon dissolution of the Company, a Non-citizen Assignee shall have no right to receive a distribution in kind pursuant to Section 10.3, but shall be entitled to the cash equivalent thereof, and the Company shall provide cash in exchange for an assignment of the Non-citizen Assignee’s share of any distribution in kind. Such payment and assignment shall be treated for Company purposes as a purchase by the Company from the Non-citizen Assignee of his economic interest in the Company (representing his right to receive his share of such distribution in kind). (c) At any time after he can and does certify that he has become an Eligible Citizen, a Non-citizen Assignee may, upon application to the Board of Directors, request admission as a Substituted Member, with respect to any Member Interests of such Non-citizen Assignee not redeemed pursuant to Section 4.8, such Non-citizen Assignee be admitted as a Member, and upon approval of the Board of Directors, such Non-citizen Assignee shall be admitted as a Member and shall no longer constitute a Non-citizen Assignee and shall reacquire all voting rights of his Member Interests.

Citizenship Certificates; Non-citizen Assignees. (a) If the Company or any Group Member of the Operating Subsidiaries is or becomes subject to any federal, state or local law or regulation that that, in the reasonable determination of the Board of Directors determines would create a substantial risk of Directors, provides for the cancellation or forfeiture of any property in which the Group Member Company or any of the Operating Subsidiaries has an interest based on the nationality, citizenship or other related status of a Member or Assignee, the Board of Directors may request any Member or Assignee to furnish to the Board of Directors, within 30 days after receipt of such request, an executed Citizenship Certification or such other information concerning his nationality, citizenship or other related status (or, if the Member or Assignee is a nominee holding for the account of another Person, the nationality, citizenship or other related status of such Person) as the Board of Directors may request. If a Member or Assignee fails to furnish to the Board of Directors, Directors within the aforementioned 30-day period, period such Citizenship Certification or other requested information or if upon receipt of such Citizenship Certification or other requested information the Board of Directors determines determines, with the advice of counsel, that a Member or Assignee is not an Eligible Citizen, the Member Interests Units owned by such Member or Assignee shall be subject to redemption in accordance with the provisions of Section 4.811.5. In addition, the Board of Directors may require that the status of any such Member or Assignee be by changed to that of a Non-citizen Assignee Assignee, and, thereupon such Member shall cease to be a member of thereupon, the Company and shall have no voting rights, whether arising hereunder, under be substituted for such Non-citizen Assignee as the Delaware Act, at law, in equity or otherwise, Member in respect of its Member Interests. his Units. (b) The Board of Directors shall, in exercising voting rights in respect of Member Interests Units held by the Company on behalf of Non-citizen Assignees shall be deemed to have been exercised with Assignees, distribute the votes being distributed in the same ratios or for the same candidates for election as Directors as the votes of Members in respect of Member Interests Units other than those of Non-citizen Assignees are cast, either for, against or abstaining as to the matter or electionmatter. (bc) Upon dissolution of the Company, a Non-citizen Assignee shall have no right to receive a distribution in kind pursuant to Section 10.3, 14.3 but shall be entitled to the cash equivalent thereof, and the Company Board of Directors shall provide cash in exchange for an assignment of the Non-citizen Assignee’s 's share of any the distribution in kind. Such payment and assignment shall be treated for Company purposes as a purchase by the Company Board of Directors from the Non-citizen Assignee of his economic interest in the Company Interest (representing his right to receive his share of such distribution in kind). (cd) At any time after he can and does certify that he has become an Eligible Citizen, a Non-citizen Assignee may, upon application to the Board of Directors, request admission as a Substituted Member, Member with respect to any Member Interests Units of such Non-citizen Assignee not redeemed pursuant to Section 4.811.5, such and upon his admission pursuant to Section 12.1, the Company shall cease to be deemed to be the Member in respect of the Non-citizen Assignee be admitted as a Member, and upon approval of the Board of Directors, such Non-citizen Assignee shall be admitted as a Member and shall no longer constitute a Non-citizen Assignee and shall reacquire all voting rights of his Member InterestsAssignee's Units.

Citizenship Certificates; Non-citizen Assignees. (a) If any Group Member is or becomes subject to any federal, state or local law or regulation that that, in the Board determination of Directors determines would create the Managing Member, creates a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest based on the nationality, citizenship or other related status of a Member or AssigneeNon-Managing Member, the Board of Directors Managing Member may request any Non-Managing Member or Assignee to furnish to the Board of DirectorsManaging Member, within 30 days after receipt of such request, an executed Citizenship Certification or such other information concerning his its nationality, citizenship or other related status (or, if the Non-Managing Member or Assignee is a nominee holding for the account of another Person, the nationality, citizenship or other related status of such Person) as the Board of Directors Managing Member may request. If a Non-Managing Member or Assignee fails to furnish to the Board of Directors, Managing Member within the aforementioned 30-day period, period such Citizenship Certification or other requested information or if upon receipt of such Citizenship Certification or other requested information the Board Managing Member determines, with the advice of Directors determines counsel, that a Non-Managing Member or Assignee is not an Eligible Citizen, the Member Membership Interests owned by such Non-Managing Member or Assignee shall be subject to redemption in accordance with the provisions of Section 4.84.9. In addition, the Board of Directors The Managing Member also may require that the status of any such Non-Managing Member or Assignee be changed to that of a Non-citizen Assignee and, thereupon such thereupon, the Managing Member shall cease to be a member of substituted for such Non-citizen Assignee as the Company and shall have no voting rights, whether arising hereunder, under the Delaware Act, at law, in equity or otherwise, Non-Managing Member in respect of its Membership Interests. (b) The Managing Member Interests. The shall, in exercising any voting rights in respect of Non-Managing Member Interests held by it on behalf of Non-citizen Assignees shall be deemed to have been exercised with Assignees, distribute the votes being distributed in the same ratios or for the same candidates for election as Directors as the votes of Non-Managing Members (including the Managing Member) in respect of Non-Managing Member Interests other than those of Non-citizen Assignees are cast, either for, against or abstaining as to the matter or electionmatter. (bc) Upon dissolution of the Company, a Non-citizen Assignee shall have no right to receive a distribution in kind pursuant to Section 10.3, 12.3 but shall be entitled to the cash equivalent thereof, and the Company shall provide cash in exchange for an assignment of the Non-citizen Assignee’s share of any the distribution in kind. Such payment and assignment shall be treated for Company purposes as a purchase by the Company from the Non-citizen Assignee of his economic interest in the Company Non-Managing Member Interest (representing his its right to receive his its share of such distribution in kind). (cd) At any time after he can and does certify that he has become an Eligible Citizen, a Non-citizen Assignee may, upon application to the Board of DirectorsManaging Member, request admission as a Substituted Member, that with respect to any Non-Managing Member Interests of such Non-citizen Assignee not redeemed pursuant to Section 4.84.9, such Non-citizen Assignee be admitted as a Non-Managing Member, and upon approval of the Board of DirectorsManaging Member, such Non-citizen Assignee shall be admitted as a Non-Managing Member and shall no longer constitute a Non-citizen Assignee and the Managing Member shall reacquire all voting rights cease to be deemed to be the Non-Managing Member in respect of his the Non-citizen Assignee’s Non-Managing Member Interests.

Citizenship Certificates; Non-citizen Assignees. (a) If any Group Member of the Company or any of its Affiliates is or becomes subject to any federal, state or local law or regulation that the Board of Directors determines would create a substantial risk of cancellation or forfeiture of any property in which the Group Member Company or any of its Affiliates has an interest based on the nationality, citizenship or other related status of a Member or AssigneeMember, the Board of Directors may request any Member or Assignee to furnish to the Board of DirectorsCompany, within 30 days after receipt of such request, an executed Citizenship Certification or such other information concerning his such Member’s nationality, citizenship or other related status (or, if the Member or Assignee is a nominee holding for the account of another Person, the nationality, citizenship or other related status of such Person) as the Board of Directors Company may request. If a Member or Assignee fails to furnish to the Board of DirectorsCompany, within the aforementioned 30-day period, such Citizenship Certification or other requested information or if upon receipt of such Citizenship Certification or other requested information the Board of Directors determines that a Member or Assignee is not an Eligible Citizen, the Member Interests owned by such Member or Assignee shall be subject to redemption in accordance with the provisions of Section 4.84.7. In addition, the Board of Directors may require that the status of any such Member or Assignee be changed to that of a Non-citizen Assignee and, thereupon thereupon, such Member Non-citizen Assignee shall cease to be a member of the Company Member and shall have no voting rights, whether arising hereunder, under the Delaware Act, at law, in equity or otherwise, in respect of its Member Intereststhe Non-citizen Assignee’s Interest. The Company shall be substituted for such Non-citizen Assignee as the Member in respect of the Non-citizen Assignee’s Interests and shall vote such Interests in accordance with Section 4.6(b). (b) The Company shall, in exercising voting rights in respect of Member Interests held by the Company on behalf of Non-citizen Assignees shall be deemed to have been exercised with Assignees, distribute the votes being distributed in the same ratios or for the same candidates for election as Directors as the votes of Members in respect of Member Interests other than those of Non-citizen Assignees are cast, either for, against or abstaining as to the matter or electionmatter. (bc) Upon dissolution of the Company, a Non-citizen Assignee shall have no right to receive a distribution dividend in kind pursuant to Section 10.3, but shall be entitled to the cash equivalent thereof, and the Company shall provide cash in exchange for an assignment of the Non-citizen Assignee’s share of any distribution in kind. Such payment and assignment shall be treated for Company purposes as a purchase by the Company from the Non-citizen Assignee of his economic interest in the Company (representing his right to receive his share of such distribution in kind).to (cd) At any time after he a Non-citizen Assignee can and does certify that he such Non-citizen Assignee has become an Eligible Citizen, a Non-citizen Assignee may, upon application to the Board of Directors, request admission as a Substituted Member, Member with respect to any Member Interests of such Non-citizen Assignee not redeemed pursuant to Section 4.84.7, and upon such Non-citizen Assignee Assignee’s admission pursuant to this Agreement, the Company shall cease to be admitted as a Member, and upon approval deemed to be the Member in respect of the Board of Directors, such Non-citizen Assignee shall be admitted as a Member and shall no longer constitute a Non-citizen Assignee and shall reacquire all voting rights of his Member Assignee’s Interests.

Citizenship Certificates; Non-citizen Assignees. (a) If any Group Member is or becomes subject to any federal, state or local law or regulation that the Board of Directors determines would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest based on the nationality, citizenship or other related status of a Member or Assignee, the Board of Directors may request any Member or Assignee to furnish to the Board of Directors, within 30 days after receipt of such request, an executed Citizenship Certification or such other information concerning his nationality, citizenship or other related status (or, if the Member or Assignee is a nominee holding for the account of another Person, the nationality, citizenship or other related status of such Person) as the Board of Directors may request. If a Member or Assignee fails to furnish to the Board of Directors, Directors within the aforementioned such 30-day period, period such Citizenship Certification or other requested information or if upon receipt of such Citizenship Certification or other requested information the Board of Directors determines that a Member or Assignee is not an Eligible Citizen, the Member Interests owned by such Member or Assignee shall be subject to redemption in accordance with the provisions of Section 4.8. In addition, the Board of Directors may require that the status of any such Member or Assignee be changed to that of a Non-citizen Assignee and, thereupon thereupon, such Member shall cease to be a member of the Company and shall have no voting rights, whether arising hereunder, under the Delaware Act, at law, in equity or otherwise, in respect of its Member Interests. The voting rights in respect of Member Interests of Non-citizen Assignees shall be deemed to have been exercised with the votes being distributed in the same ratios or for the same candidates for election as Directors as the votes of Members in respect of Member Interests other than those of Non-citizen Assignees are cast, either for, against or abstaining as to the matter or election. (b) Upon dissolution of the Company, a Non-citizen Assignee shall have no right to receive a distribution in kind pursuant to Section 10.3, but shall be entitled to the cash equivalent thereof, and the Company shall provide cash in exchange for an assignment of the Non-citizen Assignee’s share of any distribution in kind. Such payment and assignment shall be treated for Company purposes as a purchase by the Company from the Non-citizen Assignee of his economic interest in the Company (representing his right to receive his share of such distribution in kind). (c) At any time after he can and does certify that he has become an Eligible Citizen, a Non-citizen Assignee may, upon application to the Board of Directors, request admission as a Substituted Member, Member with respect to any Member Interests of such Non-citizen Assignee not redeemed pursuant to Section 4.8, such Non-citizen Assignee be admitted as a Member, and upon approval of the Board of Directors, such Non-citizen Assignee shall be admitted as a Member and shall no longer constitute a Non-citizen Assignee and shall reacquire all voting rights of his Member Interests.

Citizenship Certificates; Non-citizen Assignees. (a) If any Group Member is or becomes subject to any federal, state or local law or regulation that the Board of Directors determines would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest based on the nationality, citizenship or other related status of a Member or Assignee, the Board of Directors may request any Member or Assignee to furnish to the Board of Directors, within 30 days after receipt of such request, an executed Citizenship Certification or such other information concerning his nationality, citizenship or other related status (or, if the Member or Assignee is a nominee holding for the account 27 of another Person, the nationality, citizenship or other related status of such Person) as the Board of Directors may request. If a Member or Assignee fails to furnish to the Board of Directors, within the aforementioned 30-day period, such Citizenship Certification or other requested information or if upon receipt of such Citizenship Certification or other requested information the Board of Directors determines that a Member or Assignee is not an Eligible Citizen, the Member Interests owned by such Member or Assignee shall be subject to redemption in accordance with the provisions of Section 4.8. In addition, the Board of Directors may require that the status of any such Member or Assignee be changed to that of a Non-citizen Assignee and, thereupon such Member shall cease to be a member of the Company and shall have no voting rights, whether arising hereunder, under the Delaware Act, at law, in equity or otherwise, in respect of its Member Interests. The voting rights in respect of Member Interests of Non-citizen Assignees shall be deemed to have been exercised with the votes being distributed in the same ratios or for the same candidates for election as Directors as the votes of Members in respect of Member Interests other than those of Non-citizen Assignees are cast, either for, against or abstaining as to the matter or election. (b) Upon dissolution of the Company, a Non-citizen Assignee shall have no right to receive a distribution in kind pursuant to Section 10.3, but shall be entitled to the cash equivalent thereof, and the Company shall provide cash in exchange for an assignment of the Non-citizen Assignee’s share of any distribution in kind. Such payment and assignment shall be treated for Company purposes as a purchase by the Company from the Non-citizen Assignee of his economic interest in the Company (representing his right to receive his share of such distribution in kind). (c) At any time after he can and does certify that he has become an Eligible Citizen, a Non-citizen Assignee may, upon application to the Board of Directors, request admission as a Substituted Member, with respect to any Member Interests of such Non-citizen Assignee not redeemed pursuant to Section 4.8, such Non-citizen Assignee be admitted as a Member, and upon approval of the Board of Directors, such Non-citizen Assignee shall be admitted as a Member and shall no longer constitute a Non-citizen Assignee and shall reacquire all voting rights of his Member Interests.

Citizenship Certificates; Non-citizen Assignees. (a) If any Group Member is or becomes subject to any federal, state or local law or regulation that the Board of Directors determines would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest based on the nationality, citizenship or other related status of a Member or AssigneeMember, the Board of Directors may request any Member or Assignee to furnish to the Board of DirectorsCompany, within 30 days after receipt of such request, an executed Citizenship Certification or such other information concerning his nationality, citizenship or other related status (or, if the Member or Assignee is a nominee holding for the account of another Person, the nationality, citizenship or other related status of such Person) as the Board of Directors Company may request. If a Member or Assignee fails to furnish to the Board of DirectorsCompany, within the aforementioned 30-day period, such Citizenship Certification or other requested information or if upon receipt of such Citizenship Certification or other requested information the Board of Directors determines that a Member or Assignee is not an Eligible Citizen, the Member Interests owned by such Member or Assignee shall be subject to redemption in accordance with the provisions of Section 4.8. In addition, the Board of Directors may require that the status of any such Member or Assignee be changed to that of a Non-citizen Assignee and, thereupon thereupon, the Board of Directors shall be substituted for such Non-citizen Assignee as the Member shall cease to be a member of the Company and shall have no voting rights, whether arising hereunder, under the Delaware Act, at law, in equity or otherwise, in respect of its Member the Non-Citizen Assignee's Interests. . (b) The Board of Directors shall, in exercising voting rights in respect of Member Interests held by the Board of Directors on behalf of Non-citizen Assignees shall be deemed to have been exercised with Assignees, distribute the votes being distributed in the same ratios or for the same candidates for election as Directors as the votes of Members in respect of Member Interests other than those of Non-citizen Assignees are cast, either for, against or abstaining as to the matter or election. (bc) Upon dissolution of the Company, a Non-citizen Assignee shall have no right to receive a distribution in kind pursuant to Section 10.3, but shall be entitled to the cash equivalent thereof, and the Company shall provide cash in exchange for an assignment of the Non-citizen Assignee’s 's share of any distribution in kind. Such payment and assignment shall be treated for Company purposes as a purchase by the Company from the Non-citizen Assignee of his economic interest in the Company Member Interest (representing his right to receive his share of such distribution in kind). (cd) At any time after he can and does certify that he has become an Eligible Citizen, a Non-citizen Assignee may, upon application to the Board of Directors, request admission as a Substituted Member, with respect to that any Member Interests of such Non-citizen Assignee not redeemed pursuant to Section 4.8, such Non-citizen Assignee 4.8 and he be admitted as afforded the right of a MemberMember with respect to the Interests owned by him, and upon approval of the Board of Directors, such the Board of Directors shall cease to be deemed to be the Member in respect of the Non-citizen Assignee shall be admitted as a Member and shall no longer constitute a Non-citizen Assignee and shall reacquire all voting rights of his Member Assignee's Interests.

Citizenship Certificates; Non-citizen Assignees. (a) If any Group Member is or becomes subject to any federal, state or local law or regulation that the Board of Directors Managers determines would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest based on the nationality, citizenship or other related status of a Member or Assignee, the Board of Directors Managers may request any Member or Assignee to furnish to the Board of DirectorsManagers, within 30 days after receipt of such request, an executed Citizenship Certification or such other information concerning his nationality, citizenship or other related status (or, if the Member or Assignee is a nominee holding for the account of another Person, the nationality, citizenship or other related status of such Person) as the Board of Directors Managers may request. If a Member or Assignee fails to furnish to the Board of Directors, Managers within the aforementioned such 30-day period, period such Citizenship Certification or other requested information or if upon receipt of such Citizenship Certification or other requested information the Board of Directors Managers determines that a Member or Assignee is not an Eligible Citizen, the Member Interests owned by such Member or Assignee shall be subject to redemption in accordance with the provisions of Section 4.8. In addition, the Board of Directors Managers may require that the status of any such Member or Assignee be changed to that of a Non-citizen Assignee and, thereupon thereupon, such Member shall cease to be a member of the Company and shall have no voting rights, whether arising hereunder, under the Delaware Act, at law, in equity or otherwise, in respect of its Member Interests. The voting rights in respect of Member Interests of Non-citizen Assignees shall be deemed to have been exercised with the votes being distributed in the same ratios or for the same candidates for election as Directors Managers as the votes of Members in respect of Member Interests other than those of Non-citizen Assignees are cast, either for, against or abstaining as to the matter or election. (b) Upon dissolution of the Company, a Non-citizen Assignee shall have no right to receive a distribution in kind pursuant to Section 10.3, but shall be entitled to the cash equivalent thereof, and the Company shall provide cash in exchange for an assignment of the Non-citizen Assignee’s share of any distribution in kind. Such payment and assignment shall be treated for Company purposes as a purchase by the Company from the Non-citizen Assignee of his economic interest in the Company (representing his right to receive his share of such distribution in kind). (c) At any time after he can and does certify that he has become an Eligible Citizen, a Non-citizen Assignee may, upon application to the Board of DirectorsManagers, request admission as a Substituted Member, Member with respect to any Member Interests of such Non-citizen Assignee not redeemed pursuant to Section 4.8, such Non-citizen Assignee be admitted as a Member, and upon approval of the Board of DirectorsManagers, such Non-citizen Assignee shall be admitted as a Member and shall no longer constitute a Non-citizen Assignee and shall reacquire all voting rights of his Member Interests.