Common use of Economic and Other Sanctions Clause in Contracts

Economic and Other Sanctions. 9.2.1 In the event that the Managing Member determines that a Member is a Sanctioned Member, the Managing Member and/or Xxxxxxx Xxxxx may, without prior notice to such Sanctioned Member or the other Members, take such actions as it determines required or advisable with respect to a Member, such Member’s interest and the Company generally, to comply with applicable Sanctions Laws and Regulations and other applicable laws and regulations. In connection with taking any such actions and/or upon the lifting of any sanctions on a Sanctioned Member, the Managing Member may make such adjustments, including adjustments to Drawdowns, Capital Accounts, Capital Contributions, Undrawn Commitments, distributions, allocations, voting rights, and any and all other fees, payments and obligations, as it determines appropriate. In addition, in the event that the Managing Member determines that a Member is a Sanctioned Member, such Member will not participate in Portfolio Assets made by the Company while the applicable Member is a Sanctioned Member. 9.2.2 Each Member that is not a Sanctioned Member will be required to bear an increased amount of Company Expenses in order to cover the amount attributable to Sanctioned Members, except in the case of customs duties, taxes, and fees payable to the United States or any agency or instrumentality thereof or to any State, territory, district, county, municipality or other political subdivision in the United States. 9.2.3 In the event a Sanctioned Member ceases to be subject to sanctions under any Sanctions Laws and Regulations, the Managing Member may require such Sanctioned Member to make a contribution to the Company (or the Managing Member may retain amounts otherwise distributable to such Sanctioned Member) for any Incentive Allocation, Promote and Company Expenses to which such Sanctioned Member would have been subject had such Sanctioned Member not been subject to such sanctions, plus an additional amount, equal to simple interest, at a floating rate equal to Prime plus two percent per annum on the amount such Sanctioned Member is required to contribute to the Company under this Section 9.2.3 (such additional amount shall not be treated as a Capital Contribution or reduce the Undrawn Commitment of such Member). The Managing Member (in its discretion as to timing and amount) may make distributions of any amounts received by the Company in accordance with this Section 9.2.3 to the other Members pro rata in accordance with the amounts contributed by such other Members under Section 9.2.2. 9.2.4 In the event that the Manager determines that a Parent Company Member is subject to sanctions under any Sanctions Laws and Regulations, the Parent Company shall be deemed a Sanctioned Member only with respect to such Parent Company Member, and the Managing Member shall be entitled to exercise any and all of the rights set forth in this Section 9.2 with respect to the Parent Company but only in respect of such Parent Company Member’s indirect investment in the Company and indirect participation in the Portfolio Assets.

Economic and Other Sanctions. 9.2.1 In the event that the Managing Member determines that a Member is a Sanctioned Member, the Managing Member and/or Xxxxxxx Xxxxx Sachs may, without prior notice to such Sanctioned Member or the other Members, take such actions as it determines required or advisable with respect to a Member, such Member’s interest and the Company generally, to comply with applicable Sanctions Laws and Regulations and other applicable laws and regulations. In connection with taking any such actions and/or upon the lifting of any sanctions on a Sanctioned Member, the Managing Member may make such adjustments, including adjustments to Drawdowns, Capital Accounts, Capital Contributions, Undrawn Commitments, distributions, allocations, voting rights, and any and all other fees, payments and obligations, as it determines appropriate. In addition, in the event that the Managing Member determines that a Member is a Sanctioned Member, such Member will not participate in Portfolio Assets made by the Company while the applicable Member is a Sanctioned Member. 9.2.2 Each Member that is not a Sanctioned Member will be required to bear an increased amount of Company Expenses in order to cover the amount attributable to Sanctioned Members, except in the case of customs duties, taxes, and fees payable to the United States or any agency or instrumentality thereof or to any State, territory, district, county, municipality or other political subdivision in the United States. 9.2.3 In the event a Sanctioned Member ceases to be subject to sanctions under any Sanctions Laws and Regulations, the Managing Member may require such Sanctioned Member to make a contribution to the Company (or the Managing Member may retain amounts otherwise distributable to such Sanctioned Member) for any Incentive Allocation, Promote and Company Expenses to which such Sanctioned Member would have been subject had such Sanctioned Member not been subject to such sanctions, plus an additional amount, equal to simple interest, at a floating rate equal to Prime plus two percent per annum on the amount such Sanctioned Member is required to contribute to the Company under this Section 9.2.3 (such additional amount shall not be treated as a Capital Contribution or reduce the Undrawn Commitment of such Member). The Managing Member (in its discretion as to timing and amount) may make distributions of any amounts received by the Company in accordance with this Section 9.2.3 to the other Members pro rata in accordance with the amounts contributed by such other Members under Section 9.2.2. 9.2.4 In the event that the Manager Managing Member determines that a Parent Company Member is subject to sanctions under any Sanctions Laws and Regulations, the Parent Company shall be deemed a Sanctioned Member only with respect to such Parent Company Member, and the Managing Member shall be entitled to exercise any and all of the rights set forth in this Section 9.2 with respect to the Parent Company but only in respect of such Parent Company Member’s indirect investment in the Company and indirect participation in the Portfolio Assets.

Economic and Other Sanctions. 9.2.1 In the event that the Managing Member Board of Directors determines that a Member is a Sanctioned Member, the Managing Member and/or Xxxxxxx Xxxxx Board of Directors may, without prior notice to such Sanctioned Member or the other Members, take such actions as it determines required or advisable with respect to a Member, such Member’s interest and the Company generally, to comply with applicable Sanctions Laws and Regulations and other applicable laws and regulations. In connection with taking any such actions and/or upon the lifting of any sanctions on a Sanctioned Member, the Managing Member Board of Directors may make such adjustments, including adjustments to Drawdowns, Capital Accounts, Capital Contributions, Undrawn Commitments, distributions, allocations, voting rights, and any and all other fees, payments and obligations, as it determines appropriate. In addition, in the event that the Managing Member Board of Directors determines that a Member is a Sanctioned Member, such Member will not participate in Portfolio Assets made by the Operating Company while the applicable Member is a Sanctioned Member. 9.2.2 Each Member that is not a Sanctioned Member will be required to bear an increased amount of Company Expenses in order to cover the amount attributable to Sanctioned Members, except in the case of customs duties, taxes, and fees payable to the United States or any agency or instrumentality thereof or to any State, territory, district, county, municipality or other political subdivision in the United States. 9.2.3 In the event a Sanctioned Member ceases to be subject to sanctions under any Sanctions Laws and Regulations, the Managing Member Board of Directors may require such Sanctioned Member to make a contribution to the Company (or the Managing Member Board of Directors may retain amounts otherwise distributable to such Sanctioned Member) for any Incentive Allocation, Promote and Company Expenses to which such Sanctioned Member would have been subject had such Sanctioned Member not been subject to such sanctions, plus an additional amount, equal to simple interest, at a floating rate equal to Prime plus two percent per annum on the amount such Sanctioned Member is required to contribute to the Company under this Section 9.2.3 (such additional amount shall not be treated as a Capital Contribution or reduce the Undrawn Commitment of such Member). The Managing Member Board of Directors (in its discretion as to timing and amount) may make distributions of any amounts received by the Company in accordance with this Section 9.2.3 to the other Members pro rata in accordance with the amounts contributed by such other Members under Section 9.2.2. 9.2.4 In the event that the Manager determines that a Parent Company Member is subject to sanctions under any Sanctions Laws and Regulations, the Parent Company shall be deemed a Sanctioned Member only with respect to such Parent Company Member, and the Managing Member shall be entitled to exercise any and all of the rights set forth in this Section 9.2 with respect to the Parent Company but only in respect of such Parent Company Member’s indirect investment in the Company and indirect participation in the Portfolio Assets.