Common use of Limited Right of Assignment; Discretion of Manager Clause in Contracts

Limited Right of Assignment; Discretion of Manager. No Member may directly or indirectly sell, transfer, assign, hypothecate, pledge or otherwise dispose of or encumber all or any part of such Member’s Interest (including, without limitation, any right to receive distributions or allocations in respect of such Interests and whether voluntarily, involuntarily or by operation of law) (each, an “Assignment”) without the prior written consent of the Manager, the granting or denial of which shall be in the Manager’s sole and absolute discretion. Each Member and each assignee thereof hereby agrees that it will not affect any Assignment of all or any part of its Interest (whether voluntarily, involuntarily or by operation of law) in any manner contrary to the terms of this Agreement or that violates or causes the Fund or the Manager to violate the Securities Act, the Exchange Act, the Investment Company Act, or the laws, rules, regulations, orders and other directives of any Governmental Authority.

Limited Right of Assignment; Discretion of Manager. No Member may directly or indirectly sell, transfer, assign, hypothecate, pledge or otherwise dispose of or encumber all or any part of such Member’s 's Interest (including, without limitation, any right to receive distributions or allocations in respect of such Interests and whether voluntarily, involuntarily or by operation of law) (each, an “Assignment”) without the prior written consent of the Manager, the granting or denial of which shall be in the Manager’s 's sole and absolute discretion. Each Member and each assignee thereof hereby agrees that it will not affect any Assignment of all or any part of its Interest (whether voluntarily, involuntarily or by operation of law) in any manner contrary to the terms of this Agreement or that violates or causes the Fund Company or the Manager to violate the Securities Act, the Exchange Act, the Investment Company Act, or the laws, rules, regulations, orders and other directives of any Governmental Authority.