Common use of Representations of Members Clause in Contracts

Representations of Members. (a) Each Regular or Special Member by execution of this Agreement (or by otherwise becoming bound by the terms and conditions hereof as provided herein or in the LLC Act) represents and warrants to every other Member and to the Company, except as may be waived by the Managing Member, that such Member is acquiring each of such Member’s Interests for such Member’s own account for investment and not with a view to resell or distribute the same or any part hereof, and that no other person has any interest in any such Interest or in the rights of such Member hereunder; provided, that a Member may choose to make transfers for estate and charitable planning purposes (in accordance with the terms hereof). Each Regular or Special Member represents and warrants that such Member understands that the Interests have not been registered under the Securities Act of 1933 and therefore such Interests may not be resold without registration under such Act or exemption from such registration, and that accordingly such Member must bear the economic risk of an investment in the Company for an indefinite period of time. Each Regular or Special Member represents that such Member has such knowledge and experience in financial and business matters, that such Member is capable of evaluating the merits and risks of an investment in the Company, and that such Member is able to bear the economic risk of such investment. Each Regular or Special Member represents that such Member’s overall commitment to the Company and other investments which are not readily marketable is not disproportionate to the Member’s net worth and the Member has no need for liquidity in the Member’s investment in Interests. Each Regular or Special Member represents that to the full satisfaction of the Member, the Member has been furnished any materials that such Member has requested relating to the Company, any Investment and the offering of Interests and has been afforded the opportunity to ask questions of representatives of the Company concerning the terms and conditions of the offering of Interests and any matters pertaining to each Investment and to obtain any other additional information relating thereto. Each Regular or Special Member represents that the Member has consulted to the extent deemed appropriate by the Member with the Member’s own advisers as to the financial, tax, legal and related matters concerning an investment in Interests and on that basis believes that an investment in the Interests is suitable and appropriate for the Member. (b) Each Regular or Special Member agrees that the representations and warranties contained in paragraph (a) above shall be true and correct as of any date that such Member (1) makes a capital contribution to the Company (whether as a result of Firm Advances made to such Member or otherwise) with respect to any Investment, and such Member hereby agrees that such capital contribution shall serve as confirmation thereof and/or (2) repays any portion of the principal amount of a Firm Advance, and such Member hereby agrees that such repayment shall serve as confirmation thereof.

Representations of Members. (a) Each Regular or Special Member by execution of this Agreement (or by otherwise becoming bound by the terms and conditions hereof as provided herein or in the LLC Act) represents and warrants to every other Member and to the Company, except as may be waived by the Managing Member, that such Member is acquiring each of such Member’s Interests for such Member’s own account for investment and not with a view to resell or distribute the same or any part hereof, and that no other person has any interest in any such Interest or in the rights of such Member hereunder; provided, that a Member may choose to make transfers for estate and charitable planning purposes (in accordance with the terms hereof). Each Regular or Special Member represents and warrants that such Member understands that the Interests have not been registered under the Securities Act of 1933 and therefore such Interests may not be resold without registration under such Act or exemption from such registration, and that accordingly such Member must bear the economic risk of an investment in the Company for an indefinite period of time. Each Regular or Special Member represents that such Member has such knowledge and experience in financial and business matters, that such Member is capable of evaluating the merits and risks of an investment in the Company, and that such Member is able to bear the economic risk of such investment. Each Regular or Special Member represents that such Member’s overall commitment to the Company and other investments which are not readily marketable is not disproportionate to the Member’s net worth and the Member has no need for liquidity in the Member’s investment in Interests. Each Regular or Special Member represents that to the full satisfaction of the Member, the Member has been furnished any materials that such Member has requested relating to the Company, any Investment and the offering of Interests and has been afforded the opportunity to ask questions of representatives of the Company concerning the terms and conditions of the offering of Interests and any matters pertaining to each Investment and to obtain any other additional information relating thereto. Each Regular or Special Member represents that the Member has consulted to the extent deemed appropriate by the Member with the Member’s own advisers as to the financial, tax, legal and related matters concerning an investment in Interests and on that basis believes that an investment in the Interests is suitable and appropriate for the Member. Each Regular or Special Member represents that such Member is a “qualified purchaser” (as such term is used in the Investment Company Act of 1940, as amended (the “1940 Act”)), for purposes, among other things, of Section 3(c)(7) of the 0000 Xxx. (b) Each Regular or Special Member agrees that the representations and warranties contained in paragraph (a) above shall be true and correct as of any date that such Member (1) makes a capital contribution to the Company (whether as a result of Firm Advances made to such Member or otherwise) with respect to any Investment, and such Member hereby agrees that such capital contribution shall serve as confirmation thereof and/or (2) repays any portion of the principal amount of a Firm Advance, and such Member hereby agrees that such repayment shall serve as confirmation thereof.

Representations of Members. (a) Each Regular or Special Member by execution of this Agreement (or by otherwise becoming bound by the terms and conditions hereof represents as provided herein or in the LLC Act) represents and warrants to every other follows: 2.5.1 Such Member and to the Company, except as may be waived by the Managing Member, that such Member is acquiring each of such Member’s Interests will acquire its Company Interest for such Member’s its own account for investment and not with a view to resell or distribute for sale in connection with any public distribution thereof within the same or any part hereof, and that no other person has any interest in any such Interest or in the rights meaning of such Member hereunder; provided, that a Member may choose to make transfers for estate and charitable planning purposes (in accordance with the terms hereof). Each Regular or Special Member represents and warrants that such Member understands that the Interests have not been registered under the Securities Act of 1933 and therefore such Interests may not be resold without registration under such Act or exemption from such registration, and that accordingly such Member must bear the economic risk of an investment in the Company for an indefinite period of time. Each Regular or Special Member represents that such Act. 2.5.2 Such Member has such sufficient knowledge and experience in financial and business matters, that such Member is capable of evaluating matters to enable it to evaluate the merits and risks of an investment in its Company Interest. Such Member has the Company, and that such Member is able ability to bear the economic risk of such investment. Each Regular or Special Member represents that such Member’s overall commitment to the acquiring its Company and other investments which are not readily marketable is not disproportionate to the Member’s net worth and the Member has no need for liquidity in the Member’s investment in Interests. Each Regular or Special Member represents that to the full satisfaction of the Member, the Interest. 2.5.3 Such Member has been furnished supplied with, or had access to, information to which a reasonable investor would attach significance in making investment decisions, including, without limitation, any materials that Company information with respect to the Company’s financial condition, business and prospects, and any other information such Member has requested relating requested, to answer all of its inquiries about the Company, and to enable it to make its decision to acquire its Company Interest. 2.5.4 Such Member is aware that the Company Interests are not registered under the Securities Act or any Investment state securities laws and cannot be resold or transferred without registration thereunder or exemption therefrom. 2.5.5 Such Member is an “accredited investor” as such term is defined in Regulation D promulgated under the offering Securities Act. 2.5.6 There are no consents or approvals of Interests governmental authorities or other Persons that are required for the execution and delivery of this Agreement by such Member; the execution of this Agreement by such Member shall not constitute a default under any material contract or agreement to which such Member is bound; and no agreement or obligation exists that affects such Member that has the effect of restricting the ability of such Member to perform its obligations under this Agreement. 2.5.7 Except for the Sierra Club Litigation (as defined in Section 17.19) there is no litigation, action or proceeding pending or, to the best knowledge of such Member threatened, to which such Member is party that, if adversely determined, could have a material adverse effect on, or enjoin, restrict or otherwise prevent, the consummation of any of the transactions contemplated by this Agreement or the ability of such Member to perform its obligations under this Agreement. 2.5.8 This Agreement has been duly authorized by all requisite action (corporate, partnership, limited liability company, or otherwise), and has been afforded the opportunity to ask questions of representatives of the Company concerning the terms duly executed and conditions of the offering of Interests and any matters pertaining to each Investment and to obtain any other additional information relating thereto. Each Regular or Special Member represents that the Member has consulted to the extent deemed appropriate delivered by the Member with the Member’s own advisers as to the financial, tax, legal and related matters concerning an investment in Interests and on that basis believes that an investment in the Interests is suitable and appropriate for the such Member. 2.5.9 Such Member has the power and authority to enter into this Agreement and consummate the transactions herein provided. 2.5.10 None of the funds or other assets of such Member shall constitute property of, or shall be beneficially owned, directly or indirectly, by any Person subject to trade restrictions under the Prescribed Laws (beach such Person, an “Embargoed Person”) Each Regular or Special Member agrees with the result that the representations transactions contemplated by the terms of this Agreement would be in violation of the Prescribed Laws. For purposes of this Section 2.5.10 and warranties contained in paragraph Section 2.5.11 and Section 2.5.12, the term “Prescribed Laws” shall mean, collectively, (a) above shall be true the Uniting and correct as Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of any date that such Member 2001 (1Public Law 000 00) makes a capital contribution to the Company (whether as a result of Firm Advances made to such Member or otherwiseXxx XXX XXXXXXX Xxx), (x) with respect to any InvestmentExecutive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and such Member hereby agrees that such capital contribution shall serve as confirmation thereof and/or relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism, (2c) repays any portion of the principal amount of a Firm AdvanceInternational Emergency Economic Power Act, 50 U.S.C. § 1701 et. seq. and such Member hereby agrees that such repayment shall serve as confirmation thereof(d) all other legal requirements relating to money laundering or terrorism.

Representations of Members. (a) Each Regular or and Special Member by execution of this Agreement (or by otherwise becoming bound by the terms and conditions hereof as provided herein or in the LLC Act) represents and warrants to every other Member and to the Company, except as may be waived by the Managing Member, that such Member he is acquiring each of such Member’s his Interests for such Member’s his own account for investment and not with a view to resell or distribute the same or any part hereofthereof, and that no other person has any interest in any such Interest or in the rights of such Member hereunder; provided, that a Member may choose to make transfers for estate and charitable planning purposes (in accordance with the terms hereof). Each Regular or and Special Member represents and warrants that such Member he understands that the Interests have not been registered under the Securities Act of 1933 1933, as amended from time to time, and therefore such Interests may not be resold without registration under such Act or exemption from such registration, and that accordingly such Member must bear the economic risk of an investment in the Company for an indefinite period of time. Each Regular or and Special Member represents that such Member he has such knowledge and experience in financial and business matters, that such Member he is capable of evaluating the merits and risks of an investment in the Company, and that such Member he is able to bear the economic risk of such investment. Each Regular or and Special Member represents that such Member’s his overall commitment to the Company and other investments which are not readily marketable is not disproportionate to the Member’s net worth and the Member has no need for liquidity in the Member’s investment in Interests. Each Regular or and Special Member represents that to the full satisfaction of the Member, the Member has been furnished any materials that such Member he has requested relating to the Company, any Investment Company and the offering of Interests and has been afforded the opportunity to ask questions of representatives of the Company concerning the terms and conditions of the offering of Interests and any matters pertaining to each Investment thereto and to obtain any other additional information relating thereto. Each Regular or and Special Member represents that the Member has consulted to the extent deemed appropriate by the Member with the Member’s own advisers advisors as to the financial, tax, legal and related matters concerning an investment in Interests and on that basis believes that an investment in the Interests is suitable and appropriate for the Member. (b) Each Regular or and Special Member agrees that the representations and warranties contained in paragraph (a) above shall be true and correct as of any date that such Member (1) makes a capital contribution to the Company (whether as a result of Firm Advances made to such Member or otherwise) with respect to any InvestmentCompany, and such Member hereby agrees that such capital contribution shall serve as confirmation thereof and/or thereof. (2c) repays any portion Each Regular or Special Member certifies that (A) if such Member is a United States person (as defined in Section 7701 of the Code) (x) such Member’s name, social security number (or, if applicable, employer identification number) and residence address (if an individual) or principal amount place of business address (if an entity) provided to the Company and its Affiliates pursuant to an IRS Form W-9, Request for Taxpayer Identification Number and Certification (“W-9”) or otherwise are correct, (y) such Member will complete and return a W-9, and (z) such Member will notify the Company within 60 days of a Firm Advance, and change to foreign (non-United States) status or (B) if such Member hereby is not a United States person (as defined in Section 7701 of the Code) (x) the information on the completed IRS Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding (“W-8BEN”) or other applicable form, including but not limited to IRS Form W-8IMY, Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding (“W-8IMY”), or otherwise is correct, (y) the Member will complete and return the applicable IRS form, including but not limited to a W-8BEN or W-8IMY and (z) such Member will notify the Company within 60 days of any change of such status. Each Regular or Special Member agrees to properly execute and provide to the Company in a timely manner any tax documentation that such repayment shall serve as confirmation thereofmay be reasonably required by the Managing Member.

Representations of Members. (a) Each Regular or and Special Member by execution of this Agreement (or by otherwise becoming bound by the terms and conditions hereof as provided herein or in the LLC Act) represents and warrants to every other Member and to the Company, except as may be waived by the Managing Member, that such Member he is acquiring each of such Member’s his Interests for such Member’s his own account for investment and not with a view to resell or distribute the same or any part hereofthereof, and that no other person has any interest in any such Interest or in the rights of such Member hereunder; provided, that a Member may choose to make transfers for estate and charitable planning purposes (in accordance with the terms hereof). Each Regular or and Special Member represents and warrants that such Member he understands that the Interests have not been registered under the Securities Act of 1933 1933, as amended from time to time, and therefore such Interests may not be resold without registration under such Act or exemption from such registration, and that accordingly such Member must bear the economic risk of an investment in the Company for an indefinite period of time. Each Regular or and Special Member represents that such Member he has such knowledge and experience in financial and business matters, that such Member he is capable of evaluating the merits and risks of an investment in the Company, and that such Member he is able to bear the economic risk of such investment. Each Regular or and Special Member represents that such Member’s his overall commitment to the Company and other investments which are not readily marketable is not disproportionate to the Member’s net worth and the Member has no need for liquidity in the Member’s investment in Interests. Each Regular or and Special Member represents that to the full satisfaction of the Member, the Member has been furnished any materials that such Member he has requested relating to the Company, any Investment Company and the offering of Interests and has been afforded the opportunity to ask questions of representatives of the Company concerning the terms and conditions of the offering of Interests and any matters pertaining to each Investment thereto and to obtain any other additional information relating thereto. Each Regular or and Special Member represents that the Member has consulted to the extent deemed appropriate by the Member with the Member’s own advisers advisors as to the financial, tax, legal and related matters concerning an investment in Interests and on that basis believes that an investment in the Interests is suitable and appropriate for the Member. (b) Each Regular or and Special Member agrees that the representations and warranties contained in paragraph (a) above shall be true and correct as of any date that such Member (1) makes a capital contribution to the Company (whether as a result of Firm Advances made to such Member or otherwise) with respect to any InvestmentCompany, and such Member hereby agrees that such capital contribution shall serve as confirmation thereof and/or thereof. (2c) repays any portion Each Regular and Special Member certifies that (A) if such Member is a United States person (as defined in Section 7701 of the Code) (x) such Member’s name, social security number (or, if applicable, employer identification number) and residence address (if an individual) or principal amount place of business address (if an entity) provided to the Company and its affiliates pursuant to an IRS Form W-9, Request for Taxpayer Identification Number and Certification (“W-9”) or otherwise are correct, (y) such Member will complete and return a W-9, and (z) such Member will notify the Company within 60 days of a Firm Advance, and change to foreign (non-United States) status or (B) if such Member hereby is not a United States person (as defined in Section 7701 of the Code) (x) the information on the completed IRS Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding (“W-8BEN”) or other applicable form, including but not limited to IRS Form W-8IMY, Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding (“W-8IMY”), or otherwise is correct, (y) the Member will complete and return the applicable IRS form, including but not limited to a W-8BEN or W-8IMY and (z) such Member will notify the Company within 60 days of any change of such status. Each Regular and Special Member agrees to properly execute and provide to the Company in a timely manner any tax documentation that such repayment shall serve as confirmation thereofmay be reasonably required by the Managing Member.

Representations of Members. (a) Each Regular or Special Member by execution of this Agreement (or by otherwise becoming bound by the terms and conditions hereof as provided herein or in the LLC Act) represents and warrants to every the Company and each other Member and to the Company, except as may be waived by the Managing Member, that such Member: (a) understands and acknowledges that the Units held by such Member is acquiring each of such Member’s Interests were granted or sold under an exemption from registration provided for such Member’s own account for investment and not with a view to resell or distribute in the same or any part hereofSecurities Act, and that no other person has any interest in any such Interest or in the rights of accordingly, must be held indefinitely by such Member hereunder; provided, unless the Units are subsequently transferred in transactions that a Member may choose to make transfers for estate and charitable planning purposes (in accordance with the terms hereof). Each Regular or Special Member represents and warrants that such Member understands that the Interests have not been are either registered under the Securities Act or exempt from registration; (b) understands that the Company is under no obligation to register the offer and sale of 1933 the Units under the Securities Act or to file for or comply with an exemption from registration, and therefore such Interests recognizes that exemptions from registration, in any case, are limited and may not be resold without registration under such Act or exemption from such registration, and that accordingly available when such Member must bear may wish to offer, sell, transfer, pledge or otherwise dispose of the economic risk Units; (c) acknowledges that the issuance of an investment in the Company for an indefinite period Units has not been scrutinized by the United States Securities and Exchange Commission or by any federal or state or foreign regulatory or governmental authority charged with the administration of time. Each Regular or Special Member represents that such Member the securities laws; (d) has such knowledge and experience in financial and business matters, that such Member is matters as to be capable of evaluating the merits and risks of an investment in owning the CompanyUnits, has fully considered, for purposes of owning the Units, and that such Member understands that: (i) owning the Units is able to bear the economic a speculative investment which involves a high degree of risk of loss of the entire investment by such investment. Each Regular or Special Member; (ii) that there will be no public market for the Units and accordingly, it may not be possible for the Member represents that to liquidate the Units in case of an emergency; and (iii) such Member’s overall commitment right to transfer the Company Units is limited as set forth herein and other investments which are not readily marketable is not disproportionate under law; (e) has had the opportunity to discuss the tax consequences of ownership of the Units with such Member’s net worth attorney, and/or accountant or other representatives, if any; and (f) will own the Units solely for such Member’s own account, for investment purposes only, and the not with a view to, or in connection with, any resale or distribution thereof and such Member has no need for liquidity in the Member’s investment in Interests. Each Regular contract, undertaking, understanding, agreement or Special Member represents that arrangement, formal or informal, with any Person to the full satisfaction sell, transfer, pledge or otherwise transfer to any Person or otherwise dispose of the MemberUnits, the Member has been furnished or any materials that such Member has requested relating to the Companypart thereof, any Investment interest therein or any rights thereto and the offering of Interests and has been afforded the opportunity no present plans to ask questions of representatives of the Company concerning the terms and conditions of the offering of Interests and enter into any matters pertaining to each Investment and to obtain any other additional information relating theretosuch contract, undertaking, agreement or arrangement. Each Regular or Special Member represents that the Member has consulted to the extent deemed appropriate by the Member with the Member’s own advisers as to the financial, tax, legal and related matters concerning an investment in Interests and on that basis believes that an investment in the Interests is suitable and appropriate for the Member. (b) Each Regular or Special Member agrees that the The foregoing representations and warranties contained in paragraph (a) above shall be true and correct as of any date that such are made by each Member (1) makes a capital contribution to the Company (whether as a result of Firm Advances made to such Member or otherwise) with respect to any Investment, and such Member hereby agrees that such capital contribution representations and warranties shall serve as confirmation thereof and/or (2) repays any portion survive the grant, purchase, or receipt of the principal amount of a Firm Advance, and Units by the Company to such Member hereby agrees that such repayment shall serve as confirmation thereofMember.

Representations of Members. Each Member (aincluding each additional or Substitute Member in connection with its admission as a Member) Each Regular or Special Member by execution of this Agreement (or by otherwise becoming bound by the terms and conditions hereof as provided herein or in the LLC Act) severally represents and warrants to every the Company and other Member and Member(s), as to itself, as of the Company, except date hereof (or the date of its admission) as may be waived by the Managing Member, that such follows: (A) Such Member is acquiring each of such Member’s Interests its Interest for such Member’s its own account for investment and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same; and, except as contemplated by this Agreement such Member has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for the disposition thereof. ​ (B) Such Member has made its own independent decisions to resell enter into this Agreement and the transaction contemplated herein and as to whether the transaction is appropriate or distribute proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. ​ (C) Such Member is not relying on any communication (written or oral) of the same other Member as investment advice or any part hereofas a recommendation to enter into this Agreement, it being understood that information and explanations related to the terms and conditions of this Agreement will not be considered investment advice or a recommendation to enter into this Agreement. No communication (written or oral) received from the other Member will be deemed to be an assurance or guarantee as to the expected results of this Agreement. (D) Such Member is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and that no other person understands and accepts, the terms, conditions and risks of entering into this Agreement, and it is capable of assuming, and assumes, such risks. ​ (E) Such Member has any interest in any such Interest or in conducted its own inquiry concerning the rights of Company, its business and its personnel as such Member hereunder; providedhas deemed appropriate, that a Member may choose and the Company has made available to make transfers for estate and charitable planning purposes (in accordance with the terms hereof). Each Regular or Special Member represents and warrants that such Member understands that the Interests have not been registered under the Securities Act of 1933 any and therefore all written information which it has requested and has answered to such Interests may not be resold without registration under Member’s satisfaction all inquiries made by such Act or exemption from such registration, and that accordingly such Member must bear the economic risk of an investment in the Company for an indefinite period of time. Each Regular or Special Member represents that such Member. (F) Such Member has such knowledge and experience in financial and business matters, that such Member is capable of evaluating matters so as to enable it to utilize the information made available to it in order to evaluate the merits and risks of an investment in the CompanyCompany and to make an informed investment decision with respect thereto. ​ (G) Such Member can afford a complete loss of its investment in the Interest and can afford to hold the investment in such Interest for an indefinite period of time, and that such Member is able to bear the economic risk of such investment. Each Regular or Special Member represents that such Member’s overall commitment to the Company and other investments which are not readily marketable is not disproportionate to the Member’s net worth and the Member has no need for liquidity in the Member’s investment in Interests. Each Regular or Special Member represents that to the full satisfaction Interest is consistent with the investment purposes and objectives and cash flow requirements of the Member, the Member has been furnished any materials that such Member has requested relating to the Company, any Investment and the offering of Interests and has been afforded the opportunity to ask questions of representatives of the Company concerning the terms and conditions of the offering of Interests and any matters pertaining to each Investment and to obtain any other additional information relating thereto. Each Regular or Special Member represents that the Member has consulted to the extent deemed appropriate by the Member with will not adversely affect the Member’s own advisers as to the financial, tax, legal overall need for diversification and related matters concerning an investment in Interests and on that basis believes that an investment in the Interests is suitable and appropriate for the Memberliquidity. (bH) Each Regular or Special Such Member agrees that meets all suitability standards imposed on it by applicable law and is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the representations and warranties contained in paragraph Securities Act of 1933, as amended. ​ (aI) above shall be true and correct This Agreement has been negotiated as of any date that such Member (1) makes a capital contribution to an arms-length between the Company (whether as a result of Firm Advances made to such Member or otherwise) with respect to any InvestmentMembers, and no agency relationship exists between or among such Member hereby agrees that such capital contribution shall serve as confirmation thereof and/or (2) repays any portion of the principal amount of a Firm Advance, and such Member hereby agrees that such repayment shall serve as confirmation thereof.parties. ​

Representations of Members. (a) Each Regular or Special Member by execution of this Agreement (or by otherwise becoming bound by the terms and conditions hereof as provided herein or in the LLC Act) represents and warrants to every other Member and to the Company, except as may be waived by the Managing Member, that such Member is acquiring each of such Member’s Interests for such Member’s own account for investment and not with a view to resell or distribute the same or any part hereof, and that no other person has any interest in any such Interest or in the rights of such Member hereunder; provided, that a Member may choose to make transfers for estate and charitable planning purposes (in accordance with the terms hereof). Each Regular or Special Member represents and warrants that such Member understands that the Interests have not been registered under the Securities Act of 1933 and therefore such Interests may not be resold without registration under such Act or exemption from such registration, and that accordingly such Member must bear the economic risk of an investment in the Company for an indefinite period of time. Each Regular or Special Member represents that such Member has such knowledge and experience in financial and business matters, that such Member is capable of evaluating the merits and risks of an investment in the Company, and that such Member is able to bear the economic risk of such investment. Each Regular or Special Member represents that such Member’s overall commitment to the Company and other investments which are not readily marketable is not disproportionate to the Member’s net worth and the Member has no need for liquidity in the Member’s investment in Interests. Each Regular or Special Member represents that to the full satisfaction of the Member, the Member has been furnished any materials that such Member has requested relating to the Company, any Investment and the offering of Interests and has been afforded the opportunity to ask questions of representatives of the Company concerning the terms and conditions of the offering of Interests and any matters pertaining to each Investment and to obtain any other additional information relating thereto. Each Regular or Special Member represents that the Member has consulted to the extent deemed appropriate by the Member with the Member’s own advisers as to the financial, tax, legal and related matters concerning an investment in Interests and on that basis believes that an investment in the Interests is suitable and appropriate for the Member. (b) Each Regular or Special Member agrees that the representations and warranties contained in paragraph (a) above shall be true and correct as of any date that such Member (1) makes a capital contribution to the Company (whether as a result of Firm Advances made to such Member or otherwise) with respect to any Investment, and such Member hereby agrees that such capital contribution shall serve as confirmation thereof and/or (2) repays any portion of the principal amount of a Firm Advance, and such Member hereby agrees that such repayment shall serve as confirmation thereof.

Representations of Members. (a) Each Regular or and Special Member by execution of this Agreement (or by otherwise becoming bound by the terms and conditions hereof as provided herein or in the LLC Act) represents and warrants to every other Member and to the Company, except as may be waived by the Managing Member, that such Member is acquiring each of such Member’s Interests for such Member’s own account for investment and not with a view to resell or distribute the same or any part hereof, and that no other person has any interest in any such Interest or in the rights of such Member hereunder; provided, that a Member may choose to make transfers for estate and charitable planning purposes (in accordance with the terms hereof). Each Regular or and Special Member represents and warrants that such Member understands that the Interests have not been registered under the Securities Act of 1933 and therefore such Interests may not be resold without registration under such Act or exemption from such registration, and that accordingly such Member must bear the economic risk of an investment in the Company for an indefinite period of time. Each Regular or and Special Member represents that such Member has such knowledge and experience in financial and business matters, that such Member is capable of evaluating the merits and risks of an investment in the Company, and that such Member is able to bear the economic risk of such investment. Each Regular or and Special Member represents that such Member’s overall commitment to the Company and other investments which are not readily marketable is not disproportionate to the Member’s net worth and the Member has no need for liquidity in the Member’s investment in Interests. Each Regular or and Special Member represents that to the full satisfaction of the Member, the Member has been furnished any materials that such Member has requested relating to the Company, any Investment and the offering of Interests and has been afforded the opportunity to ask questions of representatives of the Company concerning the terms and conditions of the offering of Interests and any matters pertaining to each Investment and to obtain any other additional information relating thereto. Each Regular or and Special Member represents that the Member has consulted to the extent deemed appropriate by the Member with the Member’s own advisers as to the financial, tax, legal and related matters concerning an investment in Interests and on that basis believes that an investment in the Interests is suitable and appropriate for the Member. (b) Each Regular or and Special Member agrees that the representations and warranties contained in paragraph (a) above shall be true and correct as of any date that such Member (1) makes a capital contribution to the Company (whether as a result of Firm Advances made to such Member or otherwise) with respect to any Investment, and such Member hereby agrees that such capital contribution shall serve as confirmation thereof and/or (2) repays any portion of the principal amount of a Firm Advance, and such Member hereby agrees that such repayment shall serve as confirmation thereof.

Representations of Members. (a) Each Regular or Member and Special Member by execution of this Agreement (or by otherwise becoming bound by the terms and conditions hereof as provided herein or in the LLC Act) represents and warrants to every other Member and to the Company, except as may be waived by the Managing Member, that such Member is acquiring each of such Member’s Interests for such Member’s own account for investment and not with a view to resell or distribute the same or any part hereof, and that no other person has any interest in any such Interest or in the rights of such Member hereunder; provided, that a Member may choose to make transfers for estate and charitable planning purposes (pursuant to Section 6.3(a) and otherwise in accordance with the terms hereof). Each Regular or Member and Special Member represents and warrants that such Member understands that the Interests have not been registered under the Securities Act of 1933 and therefore such Interests may not be resold without registration under such Act or exemption from such registration, and that accordingly such Member must bear the economic risk of an investment in the Company for an indefinite period of time. Each Regular or Member and Special Member represents that such Member has such knowledge and experience in financial and business matters, that such Member is capable of evaluating the merits and risks of an investment in the Company, and that such Member is able to bear the economic risk of such investment. Each Regular or Member and Special Member represents that such Member’s overall commitment to the Company and other investments which are not readily marketable is not disproportionate to the Member’s net worth and the Member has no need for liquidity in the Member’s investment in Interests. Each Regular or Member and Special Member represents that to the full satisfaction of the Member, the Member has been furnished any materials that such Member has requested relating to the Company, any Investment and the offering of Interests and has been afforded the opportunity to ask questions of representatives of the Company concerning the terms and conditions of the offering of Interests and any matters pertaining to each Investment and to obtain any other additional information relating thereto. Each Regular or Member and Special Member represents that the Member has consulted to the extent deemed appropriate by the Member with the Member’s own advisers as to the financial, tax, legal and related matters concerning an investment in Interests and on that basis believes that an investment in the Interests is suitable and appropriate for the Member. (b) Each Regular or Member and Special Member agrees that the representations and warranties contained in paragraph (a) above shall be true and correct as of any date that such Member (1) makes a capital contribution to the Company (whether as a result of Firm Advances made to such Member or otherwise) with respect to any Investment, and such Member hereby agrees that such capital contribution shall serve as confirmation thereof and/or (2) repays any portion of the principal amount of a Firm Advance, and such Member hereby agrees that such repayment shall serve as confirmation thereof.

Representations of Members. (a) Each Regular or Special Member by execution of this Agreement (or by otherwise becoming bound by the terms and conditions hereof as provided herein or in the LLC Act) represents and warrants to every each other Member and the Company as follows: (i) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (ii) it has full power and authority to execute, deliver and perform its obligations under this Agreement; (iii) it has duly authorized, executed and delivered this Agreement and has duly authorized the performance of its obligations under this Agreement; and (iv) its authorization, execution, delivery and performance under this Agreement do not and will not conflict with any organizational document, agreement or law applicable to it or by which it is bound. (b) Each Member further represents and warrants to the Company, except as may be waived by the Managing Member, Company that such Member it is acquiring each of such Member’s Interests its Percentage Interest for such Member’s its own account for investment and not with a view toward the gifting, distribution or resale thereof, and each Member agrees that it will not sell or offer to resell or distribute the same sell all or any part hereofportion of its Percentage Interest, and that no other or negotiate in respect thereof with any person has any interest or persons whomsoever, so as thereby to bring the transaction in any such which it acquired its Percentage Interest or any other offering of interests in the rights Company within the provisions of such Member hereunder; provided, that a Member may choose to make transfers for estate and charitable planning purposes (in accordance with the terms hereof). Each Regular or Special Member represents and warrants that such Member understands that the Interests have not been registered under Section 5 of the Securities Act of 1933 1933, as amended, or the registration requirement of any other federal or state securities statute. (c) Each Member further represents and therefore such warrants to each other Member and the Company that (i) it has been given access to all information concerning the Company, the Land, the Other Interests may not be resold without registration under such Act or exemption from such registration, and the terms and conditions of the Percentage Interest it is purchasing hereby; (ii) it and its separate counsel have had the opportunity to fully negotiate the terms and conditions of this Agreement; (iii) it understands and acknowledges that the Percentage Interest it is purchasing hereby are speculative securities and involve a high degree of risk and that accordingly no federal or state agency has made any finding or determination as to the fairness for public or private investment in, nor any recommendations or endorsement of, such Member must bear the economic risk of Percentage Interest as an investment in the Company for an indefinite period of time. Each Regular or Special Member represents that such Member investment; (iv) it has such knowledge and experience in business and financial and business matters, matters that such Member it is capable of evaluating the merits and risks of an investment in such Percentage Interest; and (v) its financial situation is such that it can afford the Company, and that such Member is able to bear the economic risk risks of such investment. Each Regular or Special Member represents that such Member’s overall commitment to the Company and other investments which are not readily marketable is not disproportionate to the Member’s net worth and the Member has no need for liquidity in the Member’s investment in Interests. Each Regular or Special Member represents that to the full satisfaction of the Member, the Member has been furnished any materials that such Member has requested relating to the Company, any Investment and the offering of Interests and has been afforded the opportunity to ask questions of representatives of the Company concerning the terms and conditions of the offering of Interests and any matters pertaining to each Investment and to obtain any other additional information relating thereto. Each Regular or Special Member represents that the Member has consulted to the extent deemed appropriate by the Member with the Member’s own advisers as to the financial, tax, legal and related matters concerning an investment in Interests and on that basis believes that an investment in the Interests is suitable and appropriate for the Membersuch Percentage Interest. (b) Each Regular or Special Member agrees that the representations and warranties contained in paragraph (a) above shall be true and correct as of any date that such Member (1) makes a capital contribution to the Company (whether as a result of Firm Advances made to such Member or otherwise) with respect to any Investment, and such Member hereby agrees that such capital contribution shall serve as confirmation thereof and/or (2) repays any portion of the principal amount of a Firm Advance, and such Member hereby agrees that such repayment shall serve as confirmation thereof.

Representations of Members. (a) Each Regular or and Special Member by execution of this Agreement (or by otherwise becoming bound by the terms and conditions hereof as provided herein or in the LLC Act) represents and warrants to every other Member and to the Company, except as may be waived by the Managing Member, that such Member is acquiring each of such Member’s Interests for such Member’s own account for investment and not with a view to resell or distribute the same or any part hereof, and that no other person has any interest in any such Interest or in the rights of such Member hereunder; provided, that a Member may choose to make transfers for estate and charitable planning purposes (in accordance with the terms hereof). Each Regular or and Special Member represents and warrants that such Member understands that the Interests have not been registered under the Securities Act of 1933 and therefore such Interests may not be resold without registration under such Act or exemption from such registration, and that accordingly such Member must bear the economic risk of an investment in the Company for an indefinite period of time. Each Regular or and Special Member represents that such Member has such knowledge and experience in financial and business matters, that such Member is capable of evaluating the merits and risks of an investment in the Company, and that such Member is able to bear the economic risk of such investment. Each Regular or and Special Member represents that such Member’s overall commitment to the Company and other investments which are not readily marketable is not disproportionate to the Member’s net worth and the Member has no need for liquidity in the Member’s investment in Interests. Each Regular or and Special Member represents that to the full satisfaction of the Member, the Member has been furnished any materials that such Member has requested relating to the Company, any Investment and the offering of Interests and has been afforded the opportunity to ask questions of representatives of the Company concerning the terms and conditions of the offering of Interests and any matters pertaining to each Investment and to obtain any other additional information relating thereto. Each Regular or and Special Member represents that the Member has consulted to the extent deemed appropriate by the Member with the Member’s own advisers as to the financial, tax, legal and related matters concerning an investment in Interests and on that basis believes that an investment in the Interests is suitable and appropriate for the Member. Each Regular and Special Member represents that such Member is a “qualified purchaser” (as such term is used in the Investment Company Act of 1940, as amended (the “1940 Act”)), for purposes, among other things, of Section 3(c)(7) of the 1940 Act. (b) Each Regular or and Special Member agrees that the representations and warranties contained in paragraph (a) above shall be true and correct as of any date that such Member (1) makes a capital contribution to the Company (whether as a result of Firm Advances made to such Member or otherwise) with respect to any Investment, and such Member hereby agrees that such capital contribution shall serve as confirmation thereof and/or (2) repays any portion of the principal amount of a Firm Advance, and such Member hereby agrees that such repayment shall serve as confirmation thereof.

Representations of Members. (a) Each Regular or Special Member by execution of this Agreement (or by otherwise becoming bound by the terms and conditions hereof represents as provided herein or in the LLC Act) represents and warrants to every other follows: 2.5.1 Such Member and to the Company, except as may be waived by the Managing Member, that such Member is acquiring each of such Member’s Interests will acquire its Company Interest for such Member’s its own account for investment and not with a view to resell or distribute for sale in connection with any public distribution thereof within the same or any part hereof, and that no other person has any interest in any such Interest or in the rights meaning of such Member hereunder; provided, that a Member may choose to make transfers for estate and charitable planning purposes (in accordance with the terms hereof). Each Regular or Special Member represents and warrants that such Member understands that the Interests have not been registered under the Securities Act of 1933 and therefore such Interests may not be resold without registration under such Act or exemption from such registration, and that accordingly such Member must bear the economic risk of an investment in the Company for an indefinite period of time. Each Regular or Special Member represents that such Act. 2.5.2 Such Member has such sufficient knowledge and experience in financial and business matters, that such Member is capable of evaluating matters to enable it to evaluate the merits and risks of an investment in its Company Interest. Such Member has the Company, and that such Member is able ability to bear the economic risk of such investment. Each Regular or Special Member represents that such Member’s overall commitment to the acquiring its Company and other investments which are not readily marketable is not disproportionate to the Member’s net worth and the Member has no need for liquidity in the Member’s investment in Interests. Each Regular or Special Member represents that to the full satisfaction of the Member, the Interest. 2.5.3 Such Member has been furnished supplied with, or had access to, information to which a reasonable investor would attach significance in making investment decisions, including, without limitation, any materials that Company information with respect to the Company’s financial condition, business and prospects, and any other information such Member has requested relating requested, to answer all of its inquiries about the Company, and to enable it to make its decision to acquire its Company Interest. 2.5.4 Such Member is aware that the Company Interests are not registered under the Securities Act or any Investment state securities laws and cannot be resold or transferred without registration thereunder or exemption therefrom. 2.5.5 Such Member is an “accredited investor” as such term is defined in Regulation D promulgated under the offering Securities Act. 2.5.6 There are no consents or approvals of Interests governmental authorities or other Persons that are required for the execution and delivery of this Agreement by such Member; the execution of this Agreement by such Member shall not constitute a default under any material contract or agreement to which such Member is bound; and no agreement or obligation exists that affects such Member that has the effect of restricting the ability of such Member to perform its obligations under this Agreement. 2.5.7 There is no litigation, action or proceeding pending or, to the best knowledge of such Member threatened, to which such Member is party that, if adversely determined, could have a material adverse effect on, or enjoin, restrict or otherwise prevent, the consummation of any of the transactions contemplated by this Agreement or the ability of such Member to perform its obligations under this Agreement. 2.5.8 This Agreement has been duly authorized by all requisite action (corporate, partnership, limited liability company, or otherwise), and has been afforded the opportunity to ask questions of representatives of the Company concerning the terms duly executed and conditions of the offering of Interests and any matters pertaining to each Investment and to obtain any other additional information relating thereto. Each Regular or Special Member represents that the Member has consulted to the extent deemed appropriate delivered by the Member with the Member’s own advisers as to the financial, tax, legal and related matters concerning an investment in Interests and on that basis believes that an investment in the Interests is suitable and appropriate for the such Member. 2.5.9 Such Member has the power and authority to enter into this Agreement and consummate the transactions herein provided. 2.5.10 None of the funds or other assets of such Member shall constitute property of, or shall be beneficially owned, directly or indirectly, by any Person subject to trade restrictions under the Prescribed Laws (beach such Person, an “Embargoed Person”) Each Regular or Special Member agrees with the result that the representations transactions contemplated by the terms of this Agreement would be in violation of the Prescribed Laws. For purposes of this Section 2.5.10 and warranties contained in paragraph Section 2.5.11 and Section 2.5.12, the term “Prescribed Laws” shall mean, collectively, (a) above shall be true the Uniting and correct as Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of any date that such Member 2001 (1Public Law 100 00) makes a capital contribution to the Company (whether as a result of Firm Advances made to such Member or otherwiseXxx XXX XXXXXXX Xxx), (x) with respect to any InvestmentExecutive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and such Member hereby agrees that such capital contribution shall serve as confirmation thereof and/or relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism, (2c) repays any portion of the principal amount of a Firm AdvanceInternational Emergency Economic Power Act, 50 U.S.C. § 1701 et. seq. and such Member hereby agrees that such repayment shall serve as confirmation thereof(d) all other legal requirements relating to money laundering or terrorism.

Representations of Members. (a) Each Regular or and Special Member by execution of this Agreement (or by otherwise becoming bound by the terms and conditions hereof as provided herein or in the LLC Act) represents and warrants to every other Member and to the Company, except as may be waived by the Managing Member, that such Member is acquiring each of such Member’s Interests for such Member’s own account for investment and not with a view to resell or distribute the same or any part hereof, and that no other person has any interest in any such Interest or in the rights of such Member hereunder; provided, that a Member may choose to make transfers for estate and charitable planning purposes (in accordance with the terms hereof). Each Regular or and Special Member represents and warrants that such Member understands that the Interests have not been registered under the Securities Act of 1933 and therefore such Interests may not be resold without registration under such Act or exemption from such registration, and that accordingly such Member must bear the economic risk of an investment in the Company for an indefinite period of time. Each Regular or and Special Member represents that such Member has such knowledge and experience in financial and business matters, that such Member is capable of evaluating the merits and risks of an investment in the Company, and that such Member is able to bear the economic risk of such investment. Each Regular or and Special Member represents that such Member’s overall commitment to the Company and other investments which are not readily marketable is not disproportionate to the Member’s net worth and the Member has no need for liquidity in the Member’s investment in Interests. Each Regular or and Special Member represents that to the full satisfaction of the Member, the Member has been furnished any materials that such Member has requested relating to the Company, any Investment and the offering of Interests and has been afforded the opportunity to ask questions of representatives of the Company concerning the terms and conditions of the offering of Interests and any matters pertaining to each Investment and to obtain any other additional information relating thereto. Each Regular or and Special Member represents that the Member has consulted to the extent deemed appropriate by the Member with the Member’s own advisers as to the financial, tax, legal and related matters concerning an investment in Interests and on that basis believes that an investment in the Interests is suitable and appropriate for the Member. Each Regular and Special Member (other than BCA V) represents that such Member is a “qualified purchaser” (as such term is used in the Investment Company Act of 1940, as amended (the “1940 Act”)), for purposes, among other things, of Section 3(c)(7) of the 0000 Xxx. (b) Each Regular or and Special Member agrees that the representations and warranties contained in paragraph (a) above shall be true and correct as of any date that such Member (1) makes a capital contribution to the Company (whether as a result of Firm Advances made to such Member or otherwise) with respect to any Investment, and such Member hereby agrees that such capital contribution shall serve as confirmation thereof and/or (2) repays any portion of the principal amount of a Firm Advance, and such Member hereby agrees that such repayment shall serve as confirmation thereof.

Representations of Members. Each Member (aincluding each additional or Substitute Member in connection with its admission as a Member) Each Regular or Special Member by execution of this Agreement (or by otherwise becoming bound by the terms and conditions hereof as provided herein or in the LLC Act) severally represents and warrants to every the Company and other Member and Member(s), as to itself, as of the Company, except Effective Date (or the date of its admission) as may be waived by the Managing Member, that such follows: (A) Such Member is acquiring each of such Member’s Interests its Interest for such Member’s its own account for investment and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same; and, except as contemplated by this Agreement such Member has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for the disposition thereof. (B) Such Member has made its own independent decisions to resell enter into this Agreement and the transaction contemplated herein and as to whether the transaction is appropriate or distribute proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. (C) Such Member is not relying on any communication (written or oral) of the same other Member as investment advice or any part hereofas a recommendation to enter into this Agreement, it being understood that information and explanations related to the terms and conditions of this Agreement will not be considered investment advice or a recommendation to enter into this Agreement. No communication (written or oral) received from the other Member will be deemed to be an assurance or guarantee as to the expected results of this Agreement. (D) Such Member is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and that no other person understands and accepts, the terms, conditions and risks of entering into this Agreement, and it is capable of assuming, and assumes, such risks. (E) Such Member has any interest in any such Interest or in conducted its own inquiry concerning the rights of Company, its business and its personnel as such Member hereunder; providedhas deemed appropriate, that a Member may choose and the Company has made available to make transfers for estate and charitable planning purposes (in accordance with the terms hereof). Each Regular or Special Member represents and warrants that such Member understands that the Interests have not been registered under the Securities Act of 1933 any and therefore all written information which it has requested and has answered to such Interests may not be resold without registration under Member’s satisfaction all inquiries made by such Act or exemption from such registration, and that accordingly such Member must bear the economic risk of an investment in the Company for an indefinite period of time. Each Regular or Special Member represents that such Member. (F) Such Member has such knowledge and experience in financial and business matters, that such Member is capable of evaluating matters so as to enable it to utilize the information made available to it in order to evaluate the merits and risks of an investment in the CompanyCompany and to make an informed investment decision with respect thereto. (G) Such Member can afford a complete loss of its investment in the Interest and can afford to hold the investment in such Interest for an indefinite period of time, and that such Member is able to bear the economic risk of such investment. Each Regular or Special Member represents that such Member’s overall commitment to the Company and other investments which are not readily marketable is not disproportionate to the Member’s net worth and the Member has no need for liquidity in the Member’s investment in Interests. Each Regular or Special Member represents that to the full satisfaction Interest is consistent with the investment purposes and objectives and cash flow requirements of the Member, the Member has been furnished any materials that such Member has requested relating to the Company, any Investment and the offering of Interests and has been afforded the opportunity to ask questions of representatives of the Company concerning the terms and conditions of the offering of Interests and any matters pertaining to each Investment and to obtain any other additional information relating thereto. Each Regular or Special Member represents that the Member has consulted to the extent deemed appropriate by the Member with will not adversely affect the Member’s own advisers as to the financial, tax, legal overall need for diversification and related matters concerning an investment in Interests and on that basis believes that an investment in the Interests is suitable and appropriate for the Memberliquidity. (bH) Each Regular or Special Such Member agrees that meets all suitability standards imposed on it by Applicable Law and is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the representations and warranties contained in paragraph Securities Act of 1933, as amended. (aI) above shall be true and correct This Agreement has been negotiated as of any date that such Member (1) makes a capital contribution to an arms-length between the Company (whether as a result of Firm Advances made to such Member or otherwise) with respect to any InvestmentMembers, and no agency relationship exists between or among such Member hereby agrees that such capital contribution shall serve as confirmation thereof and/or (2) repays any portion of the principal amount of a Firm Advance, and such Member hereby agrees that such repayment shall serve as confirmation thereofparties.

Representations of Members. (aApplies ONLY if Multi-Member): Each of the Member(s) Each Regular or Special Member by execution of this Agreement (or by otherwise becoming bound by represents, warrants and agrees that the terms and conditions hereof as provided herein or Member(s) is acquiring the interest in the LLC Act) represents and warrants to every other Member and to Company for the Company, except as may be waived by the Managing Member, that such Member is acquiring each of such Member’s Interests for such Member’s own account for investment purposes only and not with a view to resell the sale or distribute distribution thereof; the same Member(s), if an individual, is over the age of 21; if the Member(s) is an organization, such organization is duly organized, validly existing and in good standing under the laws of its State of organization and that it has full power and authority to execute this Agreement and perform its obligations hereunder; the execution and performance of this Agreement by the Member(s) does not conflict with, and will not result in any breach of, any law or any order, writ, injunction or decree of any court or governmental authority against or which binds the Member(s), or of any agreement or instrument to which the Member(s) is a party; and the Member(s) shall not dispose of such interest or any part hereof, and that no other person has any interest thereof in any such Interest or in the rights manner which would constitute a violation of such Member hereunder; provided, that a Member may choose to make transfers for estate and charitable planning purposes (in accordance with the terms hereof). Each Regular or Special Member represents and warrants that such Member understands that the Interests have not been registered under the Securities Act of 1933 1933, the Rules and therefore such Interests Regulations of the Securities and Exchange Commission, or any applicable laws, rules or regulations of any State or other governmental authorities, as the same may be amended. Certificates Evidencing Membership (Applies ONLY if Multi-Member): Any and all Membership interest in the Company will be evidenced by a Certificate of Membership that is duly issued by the Company. The Certificate of Membership will have the name of the Member that holds the membership interest as well as the Membership percentage interest that the members hold. Each certificate must carry the following statement in the format prescribed below: “The membership interest represented by this certificate is subject to, and may not be resold without registration under such Act transferred except in accordance with, the provisions of the Operating Agreement of __________________, LLC, dated effective as of _________________, as the same from time to time may be amended, a copy of which is on file at the principal office of the Company.” Notices (Applies ONLY if Multi-Member): All notices, demands, requests, or exemption from such registrationother communications that any of the parties involved with this Agreement may wish to have or are required to present will be considered to have been correctly provided if they have been hand-delivered by a courier or sent through certified mail, and that accordingly such Member return receipt requested, postage prepaid, using the United States Postal Service, UPS, or FedEx. The notice must bear be addressed as follows: If the economic risk of an investment in notice is to the Company for then it should be addressed to the principal place of the business of the Company which is designated by the Company If the notice is to a Member or the Members of the Company then it should be sent to the address of the Member as written in this Agreement or to an indefinite period of time. Each Regular or Special Member represents address that such Member has such knowledge and experience in financial and business matters, that such Member is capable of evaluating been designated by the merits and risks of an investment in the Company, and that such Member is able to bear the economic risk of such investment. Each Regular or Special Member represents that such Member’s overall commitment Members through a notice to the Company and other investments Members. Arbitration (Applies ONLY if Multi-Member): Any dispute, controversy, or claim arising out of or in connection with this Agreement or any breach or alleged breach hereof shall, upon the request of any party involved, be submitted to, and settled by, arbitration in the city in which the principal place of business of the Company is then located, pursuant to the commercial arbitration rules then in effect of the American Arbitration Association (or at any other time or place or under any other form of arbitration mutually acceptable to the parties involved). Any award rendered shall be final and conclusive upon the parties and a judgment thereon may be entered in a court of competent jurisdiction. The expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the cost of its own experts, evidence and attorneys' fees, except that in the discretion of the arbitrator, any award may include the attorney's fees of a party if the arbitrator expressly determines that the party against whom such award is entered has caused the dispute, controversy or claim to be submitted to arbitration as a dilatory tactic or in bad faith. Amendments (Applies ONLY if Multi-Member): This Agreement may not be altered, amended, changed, supplemented, waived, or modified in any respect or particular unless the changes are in writing and have been agreed to by the confirmatory vote of Members that hold a majority of the Members percentage interests. Amendments or changes to the articles that concern the financial interests of Members cannot readily marketable be made unless there is not disproportionate a unanimous confirmatory vote. No change to the Articles in this Agreement related to the voting requirements of Members on a subject can be made without having at least the Member’s net worth and percentage interest required to vote on that subject cast a confirmatory vote for the Member has no need change. Indemnification (Applies ONLY if Single-Member): The Member(s) (including, for liquidity purposes of this Section, any estate, heir, personal representative, receiver, trustee, successor, assignee and/or transferee of the Member(s)) shall not be liable, responsible or accountable, in the Member’s investment in Interests. Each Regular damages or Special Member represents that otherwise, to the full satisfaction Company or any other person for: (i) any act performed, or the omission to perform any act, within the scope of the Memberpower and authority conferred on the Member(s) by this Agreement and/or by the Statutes except by reason of acts or omissions found by a court of competent jurisdiction upon entry of a final judgment rendered and un-appealable or not timely appealed (“Judicially Determined”) to constitute fraud, gross negligence, recklessness or intentional misconduct; (ii) the Member has been furnished termination of the Company and this Agreement pursuant to the terms hereof; (iii) the performance by the Member(s) of, or the omission by the Member(s) to perform, any materials that such Member has requested act which the Member(s) reasonably believed to be consistent with the advice of attorneys, accountants or other professional advisers to the Company with respect to matters relating to the Company, including actions or omissions determined to constitute violations of law but which were not undertaken in bad faith; or (iv) the conduct of any Investment person selected or engaged by the Member(s). The Company, its receivers, trustees, successors, assignees and/or transferees shall indemnify, defend and hold the offering Member(s) harmless from and against any and all liabilities, damages, losses, costs, and expenses of Interests any nature whatsoever, known or unknown, liquidated or unliquidated, that are incurred by the Member(s) (including amounts paid in satisfaction of judgments, in settlement of any action, suit, demand, investigation, claim or proceeding ("Claim"), as fines or penalties) and has been afforded from and against all legal or other such costs as well as the opportunity expenses of investigating or defending against any Claim or threatened or anticipated Claim arising out of, connected with or relating to ask questions this Agreement, the Company or its business affairs in any way; provided, that the conduct of representatives the Member(s) which gave rise to the action against the Member(s) is indemnifiable under the standards set forth herein. Upon application, the Member(s) shall be entitled to receive advances to cover the costs of defending or settling any Claim or any threatened or anticipated Claim against the Member(s) that may be subject to indemnification hereunder upon receipt by the Company of any undertaking by or on behalf of the Member(s) to repay such advances to the Company, without interest, if the Member(s) is Judicially Determined not to be entitled to indemnification as set forth herein. All rights of the Member(s) to indemnification under this Agreement shall (i) be cumulative of, and in addition to, any right to which the Member(s) may be entitled to by contract or as a matter of law or equity, and (ii) survive the dissolution, liquidation or termination of the Company concerning as well as the terms and conditions death, removal, incompetency or insolvency of the offering of Interests and any matters pertaining to each Investment and to obtain any other additional information relating theretoMember(s). Each Regular or Special Member represents that the Member has consulted to the extent deemed appropriate by the Member with the Member’s own advisers as to the financial, tax, legal and related matters concerning an investment in Interests and on that basis believes that an investment in the Interests is suitable and appropriate for the Member. (b) Each Regular or Special Member agrees that the representations and warranties contained in paragraph (a) above shall be true and correct as The termination of any date that such Member (1Claim or threatened Claim against the Member(s) makes by judgment, order, settlement or upon a capital contribution plea of nolo contendere or its equivalent shall not, of itself, cause the Member(s) not to the Company (whether be entitled to indemnification as a result of Firm Advances made provided herein unless and until Judicially Determined to such Member or otherwise) with respect to any Investment, and such Member hereby agrees that such capital contribution shall serve as confirmation thereof and/or (2) repays any portion of the principal amount of a Firm Advance, and such Member hereby agrees that such repayment shall serve as confirmation thereofnot be so entitled.

Representations of Members. (a) Each Regular or Special Member by execution of this Agreement (or by otherwise becoming bound by the terms Initial Member, severally and conditions hereof as provided herein or in the LLC Act) not jointly, represents and warrants to the Company and every other Initial Member that, as of the date hereof, such Member has not made or entered into, and is not a party to, any agreement, understanding or arrangement, oral or written, with respect to the governance of the Company or the relationship between or among the Company, the Directors, such Initial Member or any other Initial Member, in each case (i) other than as set forth in this Agreement or (ii) for any agreements, understandings or arrangements solely involving such Initial Member and its Affiliates. (b) Each Member, severally and not jointly, represents and warrants to the Company and every other Member (and every Person that has or acquires beneficial ownership (as such term is used in Rule 13d-3 under the Exchange Act) of any Units is deemed by such acquisition to represent and warrant to the Company, except as may be waived by the Managing Company and every Member, as if such Person were a Member) that such Member (i) is acquiring each an “accredited investor” within the meaning of Rule 501 of Regulation D; (ii) is financially able to bear all the risks of holding its interest being acquired for an indefinite period of time; (iii) has such knowledge and experience in financial and business matters as to be able to evaluate the merits and risks of the acquisition of such Member’s Interests for such Member’s own account for interest and of making an informed investment and not decision with a view to resell or distribute the same or any part hereof, and respect thereto; (iv) understands that no other person has any its interest in any such Interest or in the rights of such Member hereunder; provided, that a Member may choose to make transfers for estate and charitable planning purposes (in accordance with the terms hereof). Each Regular or Special Member represents and warrants that such Member understands that the Interests have Company has not been registered under the Securities Act or the securities Laws of 1933 any jurisdiction in reliance upon exemptions contained in those Laws; (v) has acquired its interest in the Company for its own account, with the intention of holding the interest for investment and therefore such Interests without any intention of participating directly or indirectly in any redistribution or resale of any portion of the interest in violation of the Securities Act or any applicable Law; (vi) understands that the interest in the Company may not be resold without resold, transferred, pledged or otherwise disposed of absent an effective registration statement under such the Securities Act or an applicable exemption from such registrationthe registration requirements of the Securities Act and securities Laws of any other applicable jurisdiction, and that accordingly any certificate or book entry account representing such Member must interest shall contain a legend to such effect; and (vii) understands that the interest in the Company is subject to transfer restrictions, including as set forth in this Agreement, and as a result of these transfer restrictions, it may not be able to readily resell such interest and may be required to bear the economic financial risk of an investment in the Company for an indefinite period of time, and agrees that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any interest in the Company. The exercise by such Member of rights and the performance of obligations under this Agreement will be based upon that Member’s own investigation, analysis and expertise. Each Regular or Special Member represents that no promise, agreement, statement or representation that is not expressly set forth in this Agreement or in any other written agreement by and among any of the Company, the Members or their respective Affiliates has been made to such Member has such knowledge by the Company, by any other Member or by any of their respective Affiliates, or by any representative of any of the foregoing, with respect to the terms set forth in this Agreement, and experience in financial and business matters, that such Member is capable not relying upon any such promise, agreement, statement or representation of evaluating the merits and risks of an investment in the Company, and that such Member is able to bear the economic risk of such investment. Each Regular or Special Member represents that such Member’s overall commitment to the Company and other investments which are not readily marketable is not disproportionate to the Member’s net worth and the Member has no need for liquidity in the Member’s investment in Interests. Each Regular or Special Member represents that to the full satisfaction of the Member, the Member has been furnished any materials that such Member has requested relating to the Company, any Investment and the offering other Member, any of Interests and has been afforded the opportunity to ask questions their respective Affiliates or by any representative of representatives any of the Company concerning the terms and conditions of the offering of Interests and any matters pertaining to each Investment and to obtain any other additional information relating thereto. Each Regular or Special Member represents that the Member has consulted to the extent deemed appropriate by the Member with the Member’s own advisers as to the financial, tax, legal and related matters concerning an investment in Interests and on that basis believes that an investment in the Interests is suitable and appropriate for the Memberforegoing. (bc) Each Regular or Special Until such time as the Company becomes subject to reporting obligations under the Exchange Act, the Company may request any Member agrees that to provide the representations and warranties contained in paragraph (a) above shall be true and correct as Company with a certificate, within 30 days of any date that such request, certifying whether such Member is an “accredited investor” (1within the meaning of Rule 501(a) makes a capital contribution to the Company (whether as a result of Firm Advances made to such Member or otherwise) with respect to any Investment, and such Member hereby agrees that such capital contribution shall serve as confirmation thereof and/or (2) repays any portion under Regulation D of the principal amount of a Firm Advance, and such Member hereby agrees that such repayment shall serve as confirmation thereofSecurities Act ).