Common use of Substitute Member Clause in Contracts

Substitute Member. 7.3.1 No Transferee of a Member’s Interest will be admitted to the Company with respect to any Series as a substitute Member without the consent of the Manager. Furthermore, 7.3.2 Notwithstanding anything to the contrary in this Agreement, until and unless a Transferee is admitted as a Member, such Transferee shall be entitled to its share of the applicable Series’ Net Profits, Net Losses and distributions and to have its Interest withdrawn as provided in this Agreement, but shall not have any other rights or privileges of a Member (including, without limitation, the right to inspect the Company’s or a Series’ books and records or any consent of other rights under this Agreement or under the Act). If any Interest in a Series is Transferred in compliance with Article 7, all items of income, gain, loss or deduction and all other items (including any extraordinary items) attributable to such interest shall be allocated between the Transferor and Transferee (or, in the case of a redemption, among the redeeming Member and other Members) in accordance with Section 706(d) of the Code and Treasury Regulations Section 1.706-4 using any method or convention permitted by law and selected by the Manager. For purposes of making such allocations, the Manager is hereby authorized to select any method or convention permitted under Treasury Regulations Section 1.706-4 as the Manager determines, which selection shall be set forth in a dated, written statement maintained with the applicable Series’ books and records. The Member hereby agree that any such selection by the Manager is made by “agreement of the partners” within the meaning of Treasury Regulations Section 1.706-4(f). 7.3.3 Upon compliance with all provisions hereof applicable to such Person becoming a Member, (a) all other Members agree to execute and deliver such amendments to this Agreement as are necessary to constitute such Person a substitute Member of the Company with respect to a Series, and (b) the Manager will promptly take all necessary actions so that each Transferee or successor to whom or to which the Interest is transferred is admitted to the Company as a Member with respect to the relevant Series.

Substitute Member. 7.3.1 (a) No Transferee of a Member’s Interest will be admitted to the Company with respect to any Series as a substitute Class B Member without the consent of the Manager. Furthermore, 7.3.2 Notwithstanding anything to the contrary in this Agreement, until and unless a Transferee is admitted as a Member, such Transferee shall be entitled to its share of the applicable Series’ Net Profits, Net Losses and distributions and to have its Interest withdrawn as provided in this Agreement, but shall not have any other rights or privileges of a Member (including, without limitation, the right to inspect the Company’s substitute in his place a purchaser, assignee, transferee, donee, heir, legatee, distributee, or a Series’ books and records or any consent other recipient of interests of such Class B Member (other rights under this Agreement or under the Act). If any Interest in a Series is Transferred than in compliance with Article 7the provisions of Section 5.04(b) hereof), all items provided that any purchaser, assignee, transferee, donee, heir, legatee, distributee or other recipient of income, gain, loss or deduction and all other items (including any extraordinary items) attributable to such interest interests shall be allocated between the Transferor and Transferee (or, in the case of a redemption, among the redeeming Member and other Members) in accordance with Section 706(d) of the Code and Treasury Regulations Section 1.706-4 using any method or convention permitted by law and selected by the Manager. For purposes of making such allocations, the Manager is hereby authorized to select any method or convention permitted under Treasury Regulations Section 1.706-4 as the Manager determines, which selection shall be set forth in a dated, written statement maintained with the applicable Series’ books and records. The Member hereby agree that any such selection by the Manager is made by “agreement of the partners” within the meaning of Treasury Regulations Section 1.706-4(f). 7.3.3 Upon compliance with all provisions hereof applicable to such Person becoming a Member, (a) all other Members agree to execute and deliver such amendments to this Agreement as are necessary to constitute such Person a substitute Member of the Company with respect to a Series, and (b) the Manager will promptly take all necessary actions so that each Transferee or successor to whom or to which the Interest is transferred is admitted to the Company as a substitute Class B Member with, and only with, the consent of the Managing Member, which consent may be granted or withheld in the sole discretion of the Managing Member. Any such consent by the Managing Member shall be binding and conclusive without the consent of the Class B Members. (b) No Person shall become a substitute Class B Member until such Person shall have satisfied the following requirements: (i) such Person shall, by written instrument in form and substance reasonably satisfactory to the Managing Member, make representations and warranties to each nontransferring Member (w) with respect to the relevant Seriescapacity, power and authority of the transferee to accept and adopt the terms and provisions of this Agreement, (x) that the execution, delivery and performance of this Agreement by the transferee does not require any consent or approval and does not violate any agreement to which the transferee is a party, (y) that the transferee has not committed any act which could serve as a basis for (I) denial, suspension or revocation of the registration of any investment adviser, including the Company, under Section 203(e) of the Advisers Act or Rule 206(4)-4(b) thereunder, or for disqualification of any investment adviser, including the Company, as an investment adviser to a registered investment company pursuant to Sections 9(a) or 9(b) of the Investment Company Act of 1940, (II) precluding the Company from acting as a fiduciary by operation of Section 411 of the Employee Retirement Income Security Act of 1974, as amended, or (III) the Company failing to qualify as a Qualified Professional Asset Manager within the meaning of Prohibited Transaction Exemption 84-14, and (z) that are otherwise determined by the Managing Member as necessary or desired by the Company in order to comply with securities Laws, and (ii) such Person accepts and adopts the terms and provisions of this Agreement pursuant to a written instrument acceptable to the Managing Member in its sole discretion. (c) For the purpose of allocating Company Income and Company Losses, a Person with respect to whom the Managing Member has given consent as provided in Section 5.04(a) hereof shall be treated as having become, and shall appear in the records of the Company as, a Member on the date of the Transfer to such Person.

Substitute Member. 7.3.1 (a) No Transferee of a Member’s Interest will be admitted to the Company with respect to any Series as a substitute Class B Member without the consent of the Manager. Furthermore, 7.3.2 Notwithstanding anything to the contrary in this Agreement, until and unless a Transferee is admitted as a Member, such Transferee or Class B-1 Member shall be entitled to its share of the applicable Series’ Net Profits, Net Losses and distributions and to have its Interest withdrawn as provided in this Agreement, but shall not have any other rights or privileges of a Member (including, without limitation, the right to inspect the Company’s substitute in his place a purchaser, assignee, transferee, donee, heir, legatee, distributee, or a Series’ books and records other recipient of interests of such Class B Member or any consent of Class B-1 Member (other rights under this Agreement or under the Act). If any Interest in a Series is Transferred than in compliance with Article 7the provisions of Section 5.04(b) hereof), all items provided that any purchaser, assignee, transferee, donee, heir, legatee, distributee or other recipient of income, gain, loss or deduction and all other items (including any extraordinary items) attributable to such interest interests shall be allocated between the Transferor and Transferee (or, in the case of a redemption, among the redeeming Member and other Members) in accordance with Section 706(d) of the Code and Treasury Regulations Section 1.706-4 using any method or convention permitted by law and selected by the Manager. For purposes of making such allocations, the Manager is hereby authorized to select any method or convention permitted under Treasury Regulations Section 1.706-4 as the Manager determines, which selection shall be set forth in a dated, written statement maintained with the applicable Series’ books and records. The Member hereby agree that any such selection by the Manager is made by “agreement of the partners” within the meaning of Treasury Regulations Section 1.706-4(f). 7.3.3 Upon compliance with all provisions hereof applicable to such Person becoming a Member, (a) all other Members agree to execute and deliver such amendments to this Agreement as are necessary to constitute such Person a substitute Member of the Company with respect to a Series, and (b) the Manager will promptly take all necessary actions so that each Transferee or successor to whom or to which the Interest is transferred is admitted to the Company as a substitute Class B Member or Class B-1 Member with, and only with, the consent of the Managing Member, which consent may be granted or withheld in the sole discretion of the Managing Member. Any such consent by the Managing Member shall be binding and conclusive without the consent of the Class B Members or Class B-1 Members. (b) No Person shall become a substitute Class B Member or Class B-1 Member until such Person shall have satisfied the following requirements: (i) such Person shall, by written instrument in form and substance reasonably satisfactory to the Managing Member, make representations and warranties to each nontransferring Member (w) with respect to the relevant Seriescapacity, power and authority of the transferee to accept and adopt the terms and provisions of this Agreement, (x) that the execution, delivery and performance of this Agreement by the transferee does not require any consent or approval and does not violate any agreement to which DB1/ 109886103.10 the transferee is a party, (y) that the transferee has not committed any act which could serve as a basis for (I) denial, suspension or revocation of the registration of any investment adviser, including the Company, under Section 203(e) of the Advisers Act or Rule 206(4)-4(b) thereunder, or for disqualification of any investment adviser, including the Company, as an investment adviser to a registered investment company pursuant to Sections 9(a) or 9(b) of the Investment Company Act of 1940, (II) precluding the Company from acting as a fiduciary by operation of Section 411 of the Employee Retirement Income Security Act of 1974, as amended, or (III) the Company failing to qualify as a Qualified Professional Asset Manager within the meaning of Prohibited Transaction Exemption 84-14, and (z) that are otherwise determined by the Managing Member as necessary or desired by the Company in order to comply with securities Laws, and (ii) such Person accepts and adopts the terms and provisions of this Agreement pursuant to a written instrument acceptable to the Managing Member in its sole discretion. (c) For the purpose of allocating Company Income and Company Losses, a Person with respect to whom the Managing Member has given consent as provided in Section 5.04(a) hereof shall be treated as having become, and shall appear in the records of the Company as, a Member on the date of the Transfer to such Person.