Common use of TRANSFER OF UNITS OF MEMBERS Clause in Contracts

TRANSFER OF UNITS OF MEMBERS. (a) No Transfer of any Member's Units, whether voluntary or involuntary, shall be valid or effective, and no transferee shall become a substituted Member, unless the prior written consent of the Manager has been obtained, which consent may be withheld in its sole and absolute discretion. In the event of any Transfer, all of the conditions of the remainder of this Section 5.2 must also be satisfied. Notwithstanding the foregoing, assignment of the economic benefits of ownership of Units of the Fund may be made without the Manager’s consent, provided that the assignee is not an ineligible or unsuitable investor under applicable law (which would include, for example, the causing of events listed in Section 5.2(b)). (b) No Transfer of any Member's Units, whether voluntary or involuntary, shall be valid or effective unless the Manager determines, after consultation with legal counsel acting for the Company, that such Transfer will not, unless waived by the Manager: (i) require registration of any Units under any securities laws of the United States of America, any state thereof or any other jurisdiction; (ii) subject the Company to registration under any securities or commodities laws of the United States of America, any state thereof or any other jurisdiction; (iii) result in the Company being deemed to be a "publicly traded partnership" for purposes of Section 7704 of the Code; (iv) result in the assets of the Company becoming "plan assets" within the meaning of ERISA; or (v) violate or be inconsistent with any representation or warranty made by the transferring Member at the time the Member subscribed to purchase Units. The transferring Member, or such Member’s legal representative, shall give the Manager written notice before making any voluntary Transfer and within thirty (30) days after any involuntary Transfer and shall provide sufficient information to allow legal counsel acting for the Company to make the determination that the proposed Transfer will not result in any of the consequences referred to in clauses (i) through (vi) above. If a Transfer occurs by reason of the death of a Member or assignee, the notice may be given by the duly authorized representative of the estate of the Member or assignee. The notice must be supported by proof of legal authority and valid assignment acceptable to the Manager. (c) In the event any Transfer permitted by this Section 5.2 shall result in multiple ownership of any Member's interest in the Company, the Manager may require one or more trustees or nominees to be designated to represent a portion of or the entire interest transferred for the purpose of receiving all notices which may be given and all payments which may be made under this Agreement, and for the purpose of exercising the rights which the transferor as a Member had pursuant to the provisions of this Agreement. (d) A transferee shall be entitled to the allocations and distributions attributable to the Units transferred to such transferee and to transfer or redeem such Units in accordance with the terms of this Agreement; provided, however, that such transferee shall not be entitled to the other rights of a Member as a result of such transfer until he or she becomes a substituted Member. (e) The Company and the Manager shall incur no liability for allocations and distributions made in good faith to the transferring Member until a written instrument of transfer has been received by the Company and recorded on its books and the effective date of the Transfer has passed. (f) Any other provision of this Agreement to the contrary notwithstanding, any successor to any Member's Units shall be bound by the provisions hereof. Prior to recognizing any Transfer in accordance with this Section, the Manager may require the transferring Member to execute and acknowledge an instrument of transfer in form and substance satisfactory to the Manager and to pay the reasonable expenses of the Company incurred in connection with such transfer, and may require the transferee to make certain representations and warranties to the Company and the Members and to accept, adopt and approve in writing all of the terms and provisions of this Agreement. (g) In the event of a Transfer or in the event of a distribution of assets of the Company to any Member, the Company, in the sole and absolute discretion of the Manager, may, but shall not be required to, file an election under Section 754 of the Code and in accordance with the applicable U.S. Treasury regulations, to cause the basis of the Company's assets to be adjusted for federal income tax purposes as provided by Sections 734 or 743 of the Code.

TRANSFER OF UNITS OF MEMBERS. (a) No Transfer of any Member's Units, whether voluntary or involuntary, shall be valid or effective, and no transferee shall become a substituted Member, unless the prior written consent of the Manager has been obtained, which consent may be withheld in its sole and absolute discretion. In the event of any Transfer, all of the conditions of the remainder of this Section 5.2 must also be satisfied. Notwithstanding the foregoing, assignment of the economic benefits of ownership of Units of the Fund may be made without the Manager’s consent, provided that the assignee is not an ineligible or unsuitable investor under applicable law (which would include, for example, the causing of events listed in Section 5.2(b)). (b) No Transfer of any Member's Units, whether voluntary or involuntary, shall be valid or effective unless the Manager determines, after consultation with legal counsel acting for the Company, that such Transfer will not, unless waived by the Manager: (i) require registration of any Units under any securities laws of the United States of America, any state thereof or any other jurisdiction; (ii) subject the Company to registration under any securities or commodities laws of the United States of America, any state thereof or any other jurisdiction; (iii) result in a termination of the Company for U.S. federal income tax purposes under Section 708(b)(1)(B) of the Code; (iv) result in the Company being deemed to be a "publicly traded partnership" for purposes of Section 7704 of the Code; (ivv) result in the assets of the Company becoming "plan assets" within the meaning of ERISA; or (vvi) violate or be inconsistent with any representation or warranty made by the transferring Member at the time the Member subscribed to purchase Units. The transferring Member, or such Member’s legal representative, shall give the Manager written notice before making any voluntary Transfer and within thirty (30) days after any involuntary Transfer and shall provide sufficient information to allow legal counsel acting for the Company to make the determination that the proposed Transfer will not result in any of the consequences referred to in clauses (i) through (vi) above. If a Transfer occurs by reason of the death of a Member or assignee, the notice may be given by the duly authorized representative of the estate of the Member or assignee. The notice must be supported by proof of legal authority and valid assignment acceptable to the Manager. (c) In the event any Transfer permitted by this Section 5.2 shall result in multiple ownership of any Member's interest in the Company, the Manager may require one or more trustees or nominees to be designated to represent a portion of or the entire interest transferred for the purpose of receiving all notices which may be given and all payments which may be made under this Agreement, and for the purpose of exercising the rights which the transferor as a Member had pursuant to the provisions of this Agreement. (d) A transferee shall be entitled to the allocations and distributions attributable to the Units transferred to such transferee and to transfer or redeem such Units in accordance with the terms of this Agreement; provided, however, that such transferee shall not be entitled to the other rights of a Member as a result of such transfer until he or she becomes a substituted Member. (e) The Company and the Manager shall incur no liability for allocations and distributions made in good faith to the transferring Member until a written instrument of transfer has been received by the Company and recorded on its books and the effective date of the Transfer has passed. (f) Any other provision of this Agreement to the contrary notwithstanding, any successor to any Member's Units shall be bound by the provisions hereof. Prior to recognizing any Transfer in accordance with this Section, the Manager may require the transferring Member to execute and acknowledge an instrument of transfer in form and substance satisfactory to the Manager and to pay the reasonable expenses of the Company incurred in connection with such transfer, and may require the transferee to make certain representations and warranties to the Company and the Members and to accept, adopt and approve in writing all of the terms and provisions of this Agreement. (g) In the event of a Transfer or in the event of a distribution of assets of the Company to any Member, the Company, in the sole and absolute discretion of the Manager, may, but shall not be required to, file an election under Section 754 of the Code and in accordance with the applicable U.S. Treasury regulations, to cause the basis of the Company's assets to be adjusted for federal income tax purposes as provided by Sections 734 or 743 of the Code.

TRANSFER OF UNITS OF MEMBERS. (a) No Transfer of any Member's Units, whether voluntary or involuntary, shall be valid or effective, and no transferee shall become a substituted Member, unless the prior written consent of the Manager has been obtained, which consent may be withheld in its sole and absolute discretion. In the event of any Transfer, all of the conditions of the remainder of this Section 5.2 must also be satisfied. Notwithstanding the foregoing, assignment of the economic benefits of ownership of Units of the Fund may be made without the Manager’s consent, provided that the assignee is not an ineligible or unsuitable investor under applicable law (which would include, for example, the causing of events listed in Section 5.2(b)). (b) No Transfer of any Member's Units, whether voluntary or involuntary, shall be valid or effective unless the Manager determines, after consultation with legal counsel acting for the Company, that such Transfer will not, unless waived by the Manager: (i) require registration of any Units under any securities laws of the United States of America, any state thereof or any other jurisdiction; (ii) subject the Company to registration under any securities or commodities laws of the United States of America, any state thereof or any other jurisdiction; (iii) result in the Company being deemed to be a "publicly traded partnership" for purposes of Section 7704 of the Code; (iv) result in the assets of the Company becoming "plan assets" within the meaning of ERISA; or (v) violate or be inconsistent with any representation or warranty made by the transferring Member at the time the Member subscribed to purchase Units. The transferring Member, or such Member’s legal representative, shall give the Manager written notice before making any voluntary Transfer and within thirty (30) days after any involuntary Transfer and shall provide sufficient information to allow legal counsel acting for the Company to make the determination that the proposed Transfer will not result in any of the consequences referred to in clauses (i) through (vi) above. If a Transfer occurs by reason of the death of a Member or assignee, the notice may be given by the duly authorized representative of the estate of the Member or assignee. The notice must be supported by proof of legal authority and valid assignment acceptable to the Manager. (c) In the event any Transfer permitted by this Section 5.2 shall result in multiple ownership of any Member's interest in the Company, the Manager may require one or more trustees or nominees to be designated to represent a portion of or the entire interest transferred for the purpose of receiving all notices which may be given and all payments which may be made under this Agreement, and for the purpose of exercising the rights which the transferor as a Member had pursuant to the provisions of this Agreement. (d) A transferee shall be entitled to the allocations and distributions attributable to the Units transferred to such transferee and to transfer or redeem such Units in accordance with the terms of this Agreement; provided, however, that such transferee shall not be entitled to the other rights of a Member as a result of such transfer until he or she becomes a substituted Member. (e) The Company and the Manager shall incur no liability for allocations and distributions made in good faith to the transferring Member until a written instrument of transfer has been received by the Company and recorded on its books and the effective date of the Transfer has passed. (f) Any other provision of this Agreement to the contrary notwithstanding, any successor to any Member's Units shall be bound by the provisions hereof. Prior to recognizing any Transfer in accordance with this Section, the Manager may require the transferring Member to execute and acknowledge an instrument of transfer in form and substance satisfactory to the Manager and to pay the reasonable expenses of the Company incurred in connection with such transfer, and may require the transferee to make certain representations and warranties to the Company and the Members and to accept, adopt and approve in writing all of the terms and provisions of this Agreement. (g) In the event of a Transfer or in the event of a distribution of assets of the Company to any Member, the Company, in the sole and absolute discretion of the Manager, may, but shall not be required to, file an election under Section 754 of the Code and in accordance with the applicable U.S. Treasury regulations, to cause the basis of the Company's assets to be adjusted for federal income tax purposes as provided by Sections 734 or 743 of the Code.

TRANSFER OF UNITS OF MEMBERS. (a) No Transfer of any Member's ’s Units, whether voluntary or involuntary, shall be valid or effective, and no transferee shall become a substituted Member, unless the prior written consent of the Manager has been obtained, which consent may be withheld in its sole and absolute discretion. In the event of any Transfer, all of the conditions of the remainder of this Section 5.2 must also be satisfied. Notwithstanding the foregoing, assignment of the economic benefits of ownership of Units of the Fund may be made without the Manager’s consent, provided that the assignee is not an ineligible or unsuitable investor under applicable law (which would include, for example, the causing of events listed in Section 5.2(b)). (b) No Transfer of any Member's ’s Units, whether voluntary or involuntary, shall be valid or effective unless the Manager determines, after consultation with legal counsel acting for the Company, that such Transfer will not, unless waived by the Manager: (i) require registration of any Units under any securities laws of the United States of America, any state thereof or any other jurisdiction; (ii) subject the Company to registration under any securities or commodities laws of the United States of America, any state thereof or any other jurisdiction; (iii) result in a termination of the Company for U.S. federal income tax purposes under Section 708(b)(1)(B) of the Code; (iv) result in the Company being deemed to be a "“publicly traded partnership" ” for purposes of Section 7704 of the Code; (ivv) result in the assets of the Company becoming "“plan assets" ” within the meaning of ERISA; or (vvi) violate or be inconsistent with any representation or warranty made by the transferring Member at the time the Member subscribed to purchase Units. The transferring Member, or such Member’s legal representative, shall give the Manager written notice before making any voluntary Transfer and within thirty (30) days after any involuntary Transfer and shall provide sufficient information to allow legal counsel acting for the Company to make the determination that the proposed Transfer will not result in any of the consequences referred to in clauses (i) through (vi) above. If a Transfer occurs by reason of the death of a Member or assignee, the notice may be given by the duly authorized representative of the estate of the Member or assignee. The notice must be supported by proof of legal authority and valid assignment acceptable to the Manager. (c) In the event any Transfer permitted by this Section 5.2 shall result in multiple ownership of any Member's ’s interest in the Company, the Manager may require one or more trustees or nominees to be designated to represent a portion of or the entire interest transferred for the purpose of receiving all notices which may be given and all payments which may be made under this Agreement, and for the purpose of exercising the rights which the transferor as a Member had pursuant to the provisions of this Agreement. (d) A transferee shall be entitled to the allocations and distributions attributable to the Units transferred to such transferee and to transfer or redeem such Units in accordance with the terms of this Agreement; provided, however, that such transferee shall not be entitled to the other rights of a Member as a result of such transfer until he or she becomes a substituted Member. (e) The Company and the Manager shall incur no liability for allocations and distributions made in good faith to the transferring Member until a written instrument of transfer has been received by the Company and recorded on its books and the effective date of the Transfer has passed. (f) Any other provision of this Agreement to the contrary notwithstanding, any successor to any Member's ’s Units shall be bound by the provisions hereof. Prior to recognizing any Transfer in accordance with this Section, the Manager may require the transferring Member to execute and acknowledge an instrument of transfer in form and substance satisfactory to the Manager and to pay the reasonable expenses of the Company incurred in connection with such transfer, and may require the transferee to make certain representations and warranties to the Company and the Members and to accept, adopt and approve in writing all of the terms and provisions of this Agreement. (g) In the event of a Transfer or in the event of a distribution of assets of the Company to any Member, the Company, in the sole and absolute discretion of the Manager, may, but shall not be required to, file an election under Section 754 of the Code and in accordance with the applicable U.S. Treasury regulations, to cause the basis of the Company's ’s assets to be adjusted for federal income tax purposes as provided by Sections 734 or 743 of the Code.