Common use of Representations and Warranties of Member Clause in Contracts

Representations and Warranties of Member. The Member represents and warrants to the Company that: (a) The Member is acquiring the Membership Interests of the Company hereunder for its own account, for investment purposes only and not with a view to or for sale in connection with any distribution thereof, and the Member has no present intent to sell or otherwise distribute such Membership Interests; (b) The Member either has a preexisting personal or business relationship with the Company or its Managers, or by reason of its business or financial experience or the business or financial experience of its professional advisors who are unaffiliated with and who are not compensated by the Company or any of its Affiliates, directly or indirectly, has the capacity to protect its own interests in connection with this investment. The Member is able to bear the economic risk of an investment in the Membership Interests of the Company and can afford to sustain a total loss on such investment. The nature and amount of the Member’s investment in such Membership Interests is consistent with its investment objectives, abilities and resources; and (c) The Member understands that there is no public market for the Membership Interests of the Company and there is no assurance that there will be such a market in the future. The Member has been advised that such Membership Interests have not been registered under the Securities Act and must be held indefinitely unless they are subsequently registered under the Securities Act and registered or qualified under applicable state securities or “blue sky” laws, or an exemption from such registration and qualification is available, and understands that the Company is under no obligation to register such Membership Interests or to comply with any exemption from such registration requirement. Thus, the Member realizes that it cannot expect to be able to liquidate its investment in the Company readily, if at all, in the case of an emergency.

Representations and Warranties of Member. The Member represents and warrants to the Company that: (a) The Member is acquiring the Membership Interests of the Company hereunder for its own account, for investment purposes only and not with a view to or for sale in connection with any distribution thereof, and the Member has no present intent to sell or otherwise distribute such Membership Interests; (b) The Member either has a preexisting personal or business relationship with the Company or its ManagersManager, or by reason of its business or financial experience or the business or financial experience of its professional advisors who are unaffiliated with and who are not compensated by the Company or any of its Affiliates, directly or indirectly, has the capacity to protect its own interests in connection with this investment. The Member is able to bear the economic risk of an investment in the Membership Interests of the Company and can afford to sustain a total loss on such investment. The nature and amount of the Member’s investment in such Membership Interests is consistent with its investment objectives, abilities and resources; and (c) The Member understands that there is no public market for the Membership Interests of the Company and there is no assurance that there will be such a market in the future. The Member has been advised that such Membership Interests have not been registered under the Securities Act and must be held indefinitely unless they are subsequently registered under the Securities Act and registered or qualified under applicable state securities or “blue sky” laws, or an exemption from such registration and qualification is available, and understands that the Company is under no obligation to register such Membership Interests or to comply with any exemption from such registration requirement. Thus, the Member realizes that it cannot expect to be able to liquidate its investment in the Company readily, if at all, in the case of an emergency.