Common use of Default by Member Clause in Contracts

Default by Member. A Member shall be in default (“Default”) and shall be a defaulting member (“Defaulting Member”) if the Manager determines or has reason to believe that: 6.3.1 A Member has Transferred or attempted to Transfer any portion of its Interest in violation of the provisions of Article 7, or beneficial ownership of such Member’s Interest has vested in any other Person by reason of such Member’s bankruptcy or dissolution; 6.3.2 A Member’s continued ownership of the Member’s Interest in a Series may cause such Series or the Company to be in violation of, or require registration of any Interest under, or subject the Company, a Series or the Manager to additional regulation under, the securities laws of the United States or any other relevant jurisdiction or the rules of any self- regulatory organization; 6.3.3 A Member’s continued ownership of an Interest may be harmful or injurious to the business or reputation of the Company, a Series or the Manager, or may subject the Company, a Series or the Manager to adverse tax, legal or other fiscal consequences (including adverse consequences under ERISA); 6.3.4 Any of the representations and warranties made by a Member in connection with the acquisition of the Member’s Interest was not true when made or has ceased to be true; 6.3.5 A Member has defaulted in any of its obligations under this Agreement, the applicable Series Designation, the Subscription Agreement or otherwise; 6.3.6 A Member ceases to be an Accredited Investor; or 6.3.7 It is otherwise in the best interests of the Company or the applicable Series, as determined in the sole discretion of the Manager, to seek remedies with respect to a Member.

Default by Member. A Member shall be in default (“Default”) and shall be a defaulting member (“Defaulting Member”) if the Manager determines or has reason to believe that: 6.3.1 A Member has Transferred or attempted to Transfer any portion of its Interest in violation of the provisions of Article 7, or beneficial ownership of such Member’s Interest has vested in any other Person by reason of such Member’s bankruptcy or dissolution; 6.3.2 A Member’s continued ownership of the Member’s Interest in a Series may cause such Series or the Company to be in violation of, or require registration of any Interest under, or subject the Company, a Series or the Manager to additional regulation under, the securities laws of the United States or any other relevant jurisdiction or the rules of any self- regulatory organization; 6.3.3 A Member’s continued ownership of an Interest may be harmful or injurious to the business or reputation of the Company, a Series or the Manager, or may subject the Company, a Series or the Manager to adverse tax, legal or other fiscal consequences (including adverse consequences under ERISAXXXXX); 6.3.4 Any of the representations and warranties made by a Member in connection with the acquisition of the Member’s Interest was not true when made or has ceased to be true; 6.3.5 A Member has defaulted in any of its obligations under this Agreement, the applicable Series Designation, the Subscription Agreement or otherwise; 6.3.6 A Member ceases to be an Accredited Investor; or 6.3.7 It is otherwise in the best interests of the Company or the applicable Series, as determined in the sole discretion of the Manager, to seek remedies with respect to a Member.