Common use of Removal of a Member Clause in Contracts

Removal of a Member. The Manager may remove a Member from the Company for cause. For purposes hereof, cause for removal of a Member shall mean (a) rendering the Company or the Manager incapable of compliance with applicable anti-money laundering rules and regulations or other comparable legislation, (b) a determination by the Manager in its reasonable discretion that the continued undiminished membership of the Member in the Company would subject the Company, the Manager or their respective Affiliates to material legal, tax or other regulatory requirements that cannot reasonably be avoided, (c) a material breach by such Member of its obligations hereunder or under its Subscription Agreement, (d) the conviction of a Member, one or more of its Affiliates or one or more of its directors, officers, partners or members of a felony (but excluding any director, officer, partner or member who ceases to be such immediately following such conviction), (e) such Member being subject to a “bad actor” disqualification, as such term is used in Rule 506(d) of Regulation D promulgated by the Securities and Exchange Commission, or (f) the direct or indirect marketing or solicitation of a Transfer by a Member, without the consent of the Manager, of all or any portion of such Member’s interest in the Company. The Manager may (i) cause the Company to distribute in exchange for such Member’s interests a promissory note of the Company in an amount equal to the balance of such Member’s Capital Account as of the effective date of removal and having a term equal to the remaining term of the Company, or (ii) require such Member to sell its interest in the Company as soon as is reasonably practicable to a transferee that is acceptable to the Manager, in its sole discretion, at a price equal to the balance of the Capital Account of the Member as of the most recent quarter end; provided, that if the Member shall fail to complete such sale within thirty (30) days of demand, then the Manager shall have the right to redeem such Member’s interest for an amount equal to the balance of the Capital Account of the Member and/or sell such interests to a third party for such amount, such redemption or sale to occur within 10 days after the date the Manager provides notice thereof. The Manager may also remove a Member from the Company upon written notice to such Member if such Member does not contribute all of its Capital Commitment.

Removal of a Member. The Manager may remove a Member from the Company for cause. For purposes hereof, cause for removal of a Member shall mean (a) rendering the Company or the Manager incapable of compliance with applicable anti-money laundering rules and regulations or other comparable legislation, (b) a determination by the Manager in its reasonable discretion that the continued undiminished membership of the Member in the Company would subject the Company, the Manager or their respective Affiliates Affiliates to material legal, tax or other regulatory requirements that cannot reasonably be avoided, (c) a material breach by such Member of its obligations hereunder or under its Subscription Agreement, (d) the conviction of a Member, one or more of its Affiliates Affiliates or one or more of its directors, officersofficers, partners or members of a felony (but excluding any director, officerofficer, partner or member who ceases to be such immediately following such conviction), (e) such Member being subject to a “bad actor” disqualificationdisqualification, as such term is used in Rule 506(d) of Regulation D promulgated by the Securities and Exchange Commission, or (f) the direct or indirect marketing or solicitation of a Transfer by a Member, without the consent of the Manager, of all or any portion of such Member’s interest in the Company. The Manager may (i) cause the Company to distribute in exchange for such Member’s interests a promissory note of the Company in an amount equal to the balance of such Member’s Capital Account as of the effective effective date of removal and having a term equal to the remaining term of the Company, or (ii) require such Member to sell its interest in the Company as soon as is reasonably practicable to a transferee that is acceptable to the Manager, in its sole discretion, at a price equal to the balance of the Capital Account of the Member as of the most recent quarter end; provided, that if the Member shall fail to complete such sale within thirty (30) days of demand, then the Manager shall have the right to redeem such Member’s interest for an amount equal to the balance of the Capital Account of the Member and/or sell such interests to a third party for such amount, such redemption or sale to occur within 10 days after the date the Manager provides notice thereof. The Manager may also remove a Member from the Company upon written notice to such Member if such Member does not contribute all of its Capital Commitment.