Common use of Creation of Additional Membership Interests Clause in Contracts

Creation of Additional Membership Interests. With respect to each Series, Additional Membership Interests may be created and issued to existing Members holding Membership Interests in such Series, on such terms and conditions as [***] of the Management Committee of such Series may determine at the time of issuance. With respect to any Series, Additional Membership Interests may be created and issued to Persons who are not then Members of such Series, who shall thereupon be admitted to such Series as Members of such Series, with the consent of [***] of the Management Committee of such Series and the approval of [***] of the Series A Management Committee, with such Additional Membership Interests having such terms and conditions as [***] of the Management Committee of such Additional Series may determine at the time of admission. The terms of admission or issuance must specify the Sharing Ratios applicable thereto and may provide for the creation of different classes of Members with respect to such Series having different rights, powers and duties pursuant to Section 3.01(c). Any such admission is effective only after the New Member has executed and delivered to the Members an instrument containing the notice address of the New Member, the Assignee’s ratification of this Agreement and agreement to be bound by it, and its confirmation that the representations and warranties in Section 3.02 are true and correct with respect to it. The provisions of this Section 3.04 shall not apply to Dispositions of Membership Interests or admissions of Assignees in connection therewith, such matters being governed by Sections 3.03(a) and (b).

Creation of Additional Membership Interests. With respect to each Series, (a) Additional Membership Interests may be created and issued to existing Members holding or to other Persons, and such other Persons may be admitted to the Company as Members, (i) with the prior written approval of the FGIC Member on such tenns and conditions as the FGIC Member may determine at the time of admission in its sole and absolute discretion, provided that (I) all of the existing Membership Interests of all the existing Members, other than the FGIC Member, suffer substantially the same economic effect from such admission, (II) such additional Membership Interests are not issued to FGIC, an Affiliate of FGIC, or any officer, director, employee, agent or servant of FGIC or an Affiliate of FGIC, (III) the Capital Contributions made in respect of such Seriesadditional Membership Interests shall be applied for purposes not inconsistent with the Business Plan, and (IV) the Company shall comply with the provisions of Section 3 .3(b) in respect of the preemptive rights of the COPs Holders, (ii) so long as such additional Membership Interests are issued to a Development Manager on such terms and conditions as [***] of the Management Committee of such Series FGIC Member may determine at the time of issuanceadmission with the approval of the COPs Trust Members at the direction of the Majority of Holders, (iii) pursuant to Section 6 . With respect to any Series1 hereof, Additional Membership Interests may be created or (iv) with the prior written approval o f the FGIC Member and issued to Persons who are not then the COPs Trust Members at the direction of the Majority of Holders, on such Series, who shall thereupon be admitted to such Series tenns and conditions as Members of such Seriesthe FGIC Member may, with the consent of [***] approval of the Management Committee of such Series and COPs Trust Members at the approval of [***] direction of the Series A Management CommitteeMajority of Holders, with such Additional Membership Interests having such terms and conditions as [***] of the Management Committee of such Additional Series may determine detennine at the time of admission. The terms If the FGIC Member exercises its rights under clauses (i), (ii), (iii) or (iv) of the prior sentence, the FGIC Member may reflect the admission of any new Members or issuance must specify the Sharing Ratios applicable thereto and may provide for the creation of different classes of Members with respect to such Series having different rights, powers and duties pursuant to Section 3.01(c). Any such admission is effective only after the New Member has executed and delivered to the Members an instrument containing the notice address of the New Member, the Assignee’s ratification of this Agreement and agreement to be bound by it, and its confirmation that the representations and warranties in Section 3.02 are true and correct with respect to it. The provisions of this Section 3.04 shall not apply to Dispositions any new class or group of Membership Interests or admissions of Assignees in connection therewith, such matters being governed an amendment to this Agreement which shall be valid if executed only by Sections 3.03(a) and (b)the FGIC Member.