Common use of Withdrawal, Death, etc. of Members Clause in Contracts

Withdrawal, Death, etc. of Members. (a) Subject to Section 6.04, a Member shall have the right on each Redemption Date, upon 45 days' prior written notice to the Managing Member (unless such notice is waived by the Managing Member in its sole discretion), to withdraw as a Member at the NAV per Unit for the series being redeemed as of the close of business on the day immediately preceding the applicable Redemption Date. The Company will endeavor to pay the withdrawing Member 90% of the redemption proceeds (calculated on the basis of estimated, unaudited data), valued as of the close of business on the day immediately preceding the Redemption Date, within 10 days following the applicable Redemption Date, without interest. The balance of the redemption proceeds will be paid, without interest, within 30 days of the applicable Redemption Date. A Member may withdraw from the Company at any other time with the consent of, and upon such terms as may be determined by, the Managing Member in its discretion. The withdrawal, death, disability, incapacity, adjudication of incompetency, termination, bankruptcy, insolvency or dissolution of a Member shall not dissolve the Company. The legal representatives or successors of such Member shall succeed as assignee to the Member's interest in the Company upon the death, disability, incapacity, adjudication of incompetency, termination, bankruptcy, insolvency or dissolution of such Member, but shall not be admitted as a substituted member without the consent of the Managing Member. (b) In the event of the death, disability, incapacity, adjudication of incompetency, termination, bankruptcy, insolvency or dissolution of a Member, the interest of such Member shall continue at the risk of the Company's business until the last day of the calendar month following the calendar month in which the Managing Member received written notice of such event. At the end of such period, the Managing Member shall, in its sole discretion, either (i) substitute the legal representatives or successors of the former Members as Members of the Company, provided that the Managing Member determines in its sole discretion that such legal representatives or successors are qualified to become Members of the Company, or (ii) redeem such former Member's interest in the Company in accordance with the redemption provisions set forth above. (c) The interest of a Member that gives notice of a withdrawal pursuant to Section 6.01(a) shall not be included in calculating the Membership Percentages required to take any action under this Agreement.

Withdrawal, Death, etc. of Members. (a) Subject to Section 6.04, a Member shall have the right on each Redemption Date, upon 45 days' prior written notice to the Managing Member (unless such notice is waived by the Managing Member in its sole discretion), to withdraw as a Member at the NAV per Unit for the series being redeemed as of the close of business on the day immediately preceding the applicable Redemption Date. The Company will endeavor to pay the withdrawing Member 90% of the redemption proceeds (calculated on the basis of estimated, unaudited data), valued as of the close of business on the day immediately preceding the Redemption Date, within 10 days following the applicable Redemption Date, without interest. The balance of the redemption proceeds will be paid, without interest, within 30 days of the applicable Redemption Date. A Member may withdraw from the Company at any other time with the consent of, and upon such terms as may be determined by, the Managing Member in its discretion. The withdrawal, death, disability, incapacity, adjudication of incompetency, termination, bankruptcy, insolvency or dissolution of a Member shall not dissolve the Company. The Subject to the restrictions set forth in Section 1.05(a), the legal representatives or successors of such Member shall succeed as assignee to the Member's ’s interest in the Company upon the death, disability, incapacity, adjudication of incompetency, termination, bankruptcy, insolvency or dissolution of such Member, but shall not be admitted as a substituted member without the consent of the Managing Member. (b) In the event of the death, disability, incapacity, adjudication of incompetency, termination, bankruptcy, insolvency or dissolution of a Member, the interest of such Member shall continue at the risk of the Company's ’s business until the last day of the calendar month following the calendar month in which the Managing Member received written notice of such event, provided, however, that if the Managing Member determines, in its sole discretion, that the termination or dissolution of a Member was not involuntary, the interest of such Member shall continue at the risk of the Company’s business until the last day of the next calendar quarter that is at least 61 days from the date on which the Managing Member received written notice of such event. At the end of such period, the Managing Member shallmay, in its sole discretion, either discretion (i) take no action, (ii) substitute the legal representatives or successors of the former Members such Member as Members of the Company, provided that the Managing Member determines in its sole discretion that such legal representatives or successors are qualified to become Members of the Company, or (iiiii) compulsorily redeem such former Member's ’s interest in the Company in accordance with the redemption provisions set forth abovein this Article VI. (c) The interest of a Member that gives notice of a withdrawal pursuant to Section 6.01(a) shall not be included in calculating the Membership Percentages required to take any action under this Agreement.

Withdrawal, Death, etc. of Members. (a) Subject The Managing Member may withdraw, without the approval of the Members, all or any portion of its Capital Account as of the last day of any month or at such other times as it deems appropriate. If the Managing Member withdraws as managing member of the Company it may designate an Affiliate of the Managing Member or any successor to Section 6.04, a Member shall have the right on each Redemption Date, upon 45 days' prior written notice to business or assets of the Managing Member (unless such notice is waived by the “Designee”) to be substituted as the Managing Member. The Designee shall be deemed admitted to the Company as a managing member of the Company immediately prior to the withdrawal of the Managing Member in upon its sole discretion), execution of a counterpart signature page to withdraw as a Member at the NAV per Unit for the series being redeemed as this Agreement and shall become and have all of the close rights, powers and duties of business on the day immediately preceding the applicable Redemption Date. The Company will endeavor to pay the withdrawing Member 90% of the redemption proceeds (calculated on the basis of estimated, unaudited data), valued as of the close of business on the day immediately preceding the Redemption Date, within 10 days following the applicable Redemption Date, without interest. The balance of the redemption proceeds will be paid, without interest, within 30 days of the applicable Redemption Date. A Member may withdraw from the Company at any other time with the consent of, and upon such terms as may be determined by, the Managing Member in its discretion. for all purposes of this Agreement, and such successor Managing Member shall continue the business of the Company without dissolution. (b) The withdrawal, death, disability, incapacity, adjudication of incompetency, termination, bankruptcy, insolvency or dissolution of a Member shall cause such Member to cease to be a member of the Company, but shall not dissolve the Company, as long as there is at least one remaining Member. If there are no Members (other than the Managing Member), the Company may be continued in accordance with the Act. The legal personal representatives or successors (as defined in the Act) of such a Member shall succeed as assignee to the such Member's interest in the Company upon the death, disability, incapacity, adjudication of incompetency, termination, bankruptcy, insolvency or dissolution of such Member, but and shall not be admitted as a substituted member without Substitute Member but shall have the consent of right to transfer such Member's interest in the Managing Member. (b) Company in accordance with Section 10.1 or request complete withdrawal from the Company pursuant to Section 7.4. In the event of the death, disability, incapacity, adjudication of incompetency, termination, bankruptcy, insolvency or dissolution of a MemberMember or the giving of notice of withdrawal by a Member pursuant to Section 7.4, the interest Capital Account Balance of such Member shall continue at the risk of the Company's business and shall be considered as capital of the Company in the same manner and to the same extent as other capital contributed by a Member, until the last day earliest of the calendar month following the calendar month in which the Managing Member received written notice of such event. At the end of such period, the Managing Member shall, in its sole discretion, either (i) substitute the legal representatives or successors effective date of the former Members as Members of the Companysuch Member's withdrawal, provided that the Managing Member determines in its sole discretion that such legal representatives or successors are qualified to become Members of the Company, or (ii) redeem the dissolution of the Company or (iii) the effective date of the transfer of such former Member's interest in the Company in accordance with the redemption provisions set forth aboveCompany. (c) The interest of a Member that gives notice of a withdrawal pursuant to Section 6.01(a) shall not be included in calculating the Membership Percentages required to take any action under this Agreement.