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

Citizenship Certificates; Non-citizen Assignees. (a) If any 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 Company or any of its Affiliates has an interest based on the nationality, citizenship or other related status of a Member, the Board of Directors may request any Member to furnish to the Company, within 30 days after receipt of such request, an executed Citizenship Certification or such other information concerning such Member’s nationality, citizenship or other related status (or, if the Member is a nominee holding for the account of another Person, the nationality, citizenship or other related status of such Person) as the Company may request. If a Member fails to furnish to the Company, 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 is not an Eligible Citizen, the Interests owned by such Member shall be subject to redemption in accordance with the provisions of Section 4.7. In addition, the Board of Directors may require that the status of any such Member be changed to that of a Non-citizen Assignee and, thereupon, such Non-citizen Assignee shall cease to be a Member and shall have no voting rights, whether arising hereunder, under the Delaware Act, at law, in equity or otherwise, in respect of the 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).

Citizenship Certificates; Non-citizen Assignees. (a) If any of the Company Group Member or any of its Affiliates JV Entity is or becomes subject to any federal, state or local law or regulation that that, in the Board reasonable determination of Directors determines would create the General Partner, creates a substantial risk of cancellation or forfeiture of any property in which the Company Group Member or any of its Affiliates JV Entity has an interest based on the nationality, citizenship or other related status of a MemberLimited Partner or Assignee, the Board of Directors General Partner may request any Member Limited Partner or Assignee to furnish to the CompanyGeneral Partner, within 30 days after receipt of such request, an executed Citizenship Certification or such other information concerning such Member’s his nationality, citizenship or other related status (or, if the Member Limited Partner or Assignee is a nominee holding for the account of another Person, the nationality, citizenship or other related status of such Person) as the Company General Partner may request. If a Member Limited Partner or Assignee fails to furnish to the Company, General Partner 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 General Partner determines, with the advice of Directors determines counsel, that a Member Limited Partner or Assignee is not an Eligible Citizen, the Partnership Interests owned by such Member Limited Partner or Assignee shall be subject to redemption in accordance with the provisions of Section 4.74.10. In addition, the Board of Directors General Partner may require that the status of any such Member Partner or Assignee be changed to that of a Non-citizen Assignee and, thereupon, such Non-citizen Assignee shall cease to be a Member and shall have no voting rights, whether arising hereunder, under the Delaware Act, at law, in equity or otherwise, in respect of the Non-citizen Assignee’s Interest. The Company General Partner shall be substituted for such Non-citizen Assignee as the Member Limited Partner in respect of the Non-citizen Assignee’s Interests and shall vote such Interests in accordance with Section 4.6(b)his Limited Partner Interests.

Citizenship Certificates; Non-citizen Assignees. (a) If any of the Company or any of its Affiliates 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 Company or any of its Affiliates Group Member has an interest based on the nationality, citizenship or other related status of a Non-Managing Member, the Board of Directors Managing Member may request any Non-Managing Member to furnish to the CompanyManaging Member, within 30 days after receipt of such request, an executed Citizenship Certification or such other information concerning such Member’s its nationality, citizenship or other related status (or, if the Non-Managing Member is a nominee holding for the account of another Person, the nationality, citizenship or other related status of such Person) as the Company Managing Member may request. If a Non-Managing Member fails to furnish to the Company, 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 is not an Eligible Citizen, the Membership Interests owned by such Non-Managing Member shall be subject to redemption in accordance with the provisions of Section 4.74.9. In addition, the Board of Directors The Managing Member also may require that the status of any such Non-Managing Member be changed to that of a Non-citizen Assignee and, thereupon, such Non-citizen Assignee shall cease to be a the Managing Member and shall have no voting rights, whether arising hereunder, under the Delaware Act, at law, in equity or otherwise, in respect of the Non-citizen Assignee’s Interest. The Company shall be substituted for such Non-citizen Assignee as the Non-Managing Member in respect of the Non-citizen Assignee’s Interests and shall vote such Interests in accordance with Section 4.6(b)its Membership Interests.

Citizenship Certificates; Non-citizen Assignees. (a) If any 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 Company or any of its Affiliates has an interest based on the nationality, citizenship or other related status of a Member, the Board of Directors may request any Member to furnish to the Company, within 30 days after receipt of such request, an executed Citizenship Certification or such other information concerning such Member’s his nationality, citizenship or other related status (or, if the Member is a nominee holding for the account of another Person, the nationality, citizenship or other related status of such Person) as the Company may request. If a Member fails to furnish to the Company, 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 is not an Eligible Citizen, the Interests owned by such Member shall be subject to redemption in accordance with the provisions of Section 4.7. In addition, the Board of Directors may require that the status of any such Member be changed to that of a Non-citizen Assignee and, thereupon, such Non-citizen Assignee shall cease to be a Member and shall have no voting rights, whether arising hereunder, under the Delaware Act, at law, in equity or otherwise, in respect of the 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 such Non-citizen Assignee’s Interests will remain outstanding and shall vote such Interests in accordance with Section 4.6(b)not be cancelled.

Citizenship Certificates; Non-citizen Assignees. (a) If any of the Company or any of its Affiliates 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 Company or any of its Affiliates Group Member has an interest based on the nationality, citizenship or other related status of a Member, the Board of Directors may request any Member to furnish to the Company, within 30 days after receipt of such request, an executed Citizenship Certification or such other information concerning such Member’s his nationality, citizenship or other related status (or, if the Member is a nominee holding for the account of another Person, the nationality, citizenship or other related status of such Person) as the Company may request. If a Member fails to furnish to the Company, 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 is not an Eligible Citizen, the Interests owned by such Member shall be subject to redemption in accordance with the provisions of Section 4.74.8. In addition, the Board of Directors may require that the status of any such Member be changed to that of a Non-citizen Assignee and, and thereupon, such Non-citizen Assignee Member shall cease to be a Member 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 the its Interests. The voting rights in respect of Interests of Non-citizen Assignee’s Interest. The Company Assignees shall be substituted deemed to have been exercised with the votes being distributed in the same ratios or for such the same candidates for election as Directors as the votes of Members in respect of Interests other than those of Non-citizen Assignee Assignees are cast, either for, against or abstaining as to the Member in respect of the Non-citizen Assignee’s Interests and shall vote such Interests in accordance with Section 4.6(b)matter or election.