Common use of Defaulting Member Clause in Contracts

Defaulting Member. 3.6.1 In the event any Member shall, in the Manager’s reasonable judgment, breach Article VII of this Agreement with respect to the transferability of Interests, or violate Applicable Laws that govern the sale, issuance and ownership of securities in any Series of the Company (each an `Event of Default`), then such Member shall be a `Defaulting Member`, and, except as may be determined by the Manager in its discretion, some or all of the following provisions of this paragraph 3.6 shall apply: (a) Without the Consent of the Manager, which may be given or withheld in the Manager’s sole discretion, such Defaulting Member: (i) shall not be entitled to Transfer any of such Defaulting Member’s Interests in the Company; (ii) shall not be entitled to participate in Investments made by the Company prior to or after such Event of Default for any Series in which such Defaulting Member holds an Interest, and shall not be entitled to any distributions with respect to such Investments; (iii) shall lose its right, if any, to participate in any Consent of the Members for any Series or for the Company; and (iv) shall lose its right to obtain information distributed to Members regarding the Company and its affairs, other than the information pursuant to paragraph 12.4. (b) The Manager shall have the right, in its sole discretion, to cause such Defaulting Member to Transfer its Interest in the Company effective upon five (5) days’ written notice (without regard to the provisions of paragraph 7.1), to any Person, including, without limitation, the Manager or any of its affiliates or appointees, for a transfer price equal to such Defaulting Member’s Capital Account balance for each applicable Series reduced, in the discretion of the Manager, by an amount up to seventy-five percent (75%). Additionally, the Defaulting Member shall in all instances pay the expenses incurred by the Company in connection with any such Transfer. Alternatively, the Manager shall have the right, in its discretion, to reduce the Capital Account balance of the Defaulting Member for the applicable Series by an amount up to seventy-five percent (75%) and reapportion such amounts among the other Members for the applicable Series (except any other Defaulting Member) in proportion to their Percentage Interest.

Defaulting Member. 3.6.1 In the event any Member shall, in the ManagerBoard of Managers’s reasonable judgment, breach Article VII of this Agreement with respect to the transferability of Interests, or violate Applicable Laws the federal, state or local laws that govern the sale, issuance and ownership of securities in any Series of the Company (each an `“Event of Default`”), then such Member shall be a `“Defaulting Member`”, and, except as may be determined by the Manager in its discretion, some or all of the following provisions of this paragraph 3.6 shall apply: (a) Without the Consent of the ManagerBoard of Managers, which may be given or withheld in the Manager’s Board of Managers’ sole discretion, such Defaulting Member: (i) shall not be entitled to Transfer any of such Defaulting Member’s Interests in the Company; (ii) shall not be entitled to participate in Investments made by the Company prior to or after such Event of Default for any Series in which such Defaulting Member holds an Interest, and shall not be entitled to any distributions with respect to such Investments; (iii) shall lose its right, if any, to participate in any Consent of the Members for any Series or for the Company; and (iv) shall lose its right to obtain information distributed to Members regarding the Company and its affairs, other than the information pursuant to paragraph 12.411.4. (b) The Manager Board of Managers shall have the right, in its sole discretion, to cause such Defaulting Member to Transfer its Interest in the Company effective upon five (5) days’ written notice (without regard to the provisions of paragraph 7.16.1), to any Person, including, without limitation, the Manager or any of its affiliates or appointees, Person for a transfer price equal to such Defaulting Member’s Capital Account balance for each applicable Series reduced, in the discretion of the ManagerBoard of Managers, by an amount up to seventy-five percent (75%). Additionally, the Defaulting Member shall in all instances pay the expenses incurred by the Company in connection with any such Transfer. Alternatively, the Manager shall have the right, in its discretion, to reduce the Capital Account balance of the Defaulting Member for the applicable Series by an amount up to seventy-five percent (75%) and reapportion such amounts among the other Members for the applicable Series (except any other Defaulting Member) in proportion to their Percentage InterestInterests.

Defaulting Member. 3.6.1 In the event any Member shall, in the Manager’s reasonable judgment, breach Article VII of this Agreement with respect to the transferability of Interests, or violate Applicable Laws that govern the sale, issuance and ownership of securities in any Series of the Company (each an `Event of Default`), then such Member shall be a `Defaulting Member`, and, except as may be determined by the Manager in its discretion, some or all of the following provisions of this paragraph 3.6 shall apply: (a) Without Either Member (the Consent "Defaulting Member") causing a dissolution pursuant to Sections 9.1(b)(4), (5) or (6), without the prior written consent of the Managerother Member, shall have breached this Agreement and the other Member shall have the right to damages for such breach and any distributions to which may the Defaulting Member would have been entitled shall be given or withheld in the Manager’s sole discretion, reduced by such Defaulting Member: (i) shall not damages that are determined by a court of competent jurisdiction to be entitled to Transfer any of such Defaulting Member’s Interests in the Company; (ii) shall not be entitled to participate in Investments made owed by the Company prior to or after such Event of Default for any Series in which such Defaulting Member holds an Interest, and shall not be entitled paid instead to any distributions with respect to such Investments; (iii) shall lose its right, if any, to participate in any Consent of the Members for any Series or for the Company; and (iv) shall lose its right to obtain information distributed to Members regarding the Company and its affairs, other than the information pursuant to paragraph 12.4Member. (b) The Manager Defaulting Member and its Management Committee representative(s) shall have no rights under this Agreement to participate in the rightManagement Committee or otherwise participate in the Company's performance. (c) The Defaulting Member shall be deemed as of the date of the Event of Dissolution ("Default Date") to have (i) offered to the Member not in default (the "Non-Defaulting Member"), the opportunity to purchase all (but not less than all) of the Defaulting Members interest in the Company at a price that represents the fair market value of the Defaulting Members interest in the Company and (ii) waived all rights or claims it may have against the Company. The Non-Defaulting Member shall have 30 days to accept, in full and not in part, such offer. Upon notification to the Defaulting Member by the Non-Defaulting Member of its sole discretion, to cause such acceptance of the deemed offer and the tender by the Non- Defaulting Member to Transfer its Interest in the Company effective upon five (5) days’ written notice (without regard Defaulting Member of immediately available funds equal to the provisions of paragraph 7.1), to any Person, including, without limitation, the Manager or any of its affiliates or appointees, for a transfer price equal to such Defaulting Member’s Capital Account balance for each applicable Series reduced, in the discretion of the Manager, by an amount up to seventy-five percent (75%). Additionallyoffer price, the Defaulting Member shall be deemed to have transferred its interest in all instances pay the expenses incurred by the Company in connection with to the Non-Defaulting Member and shall cease to have any such Transferrights of a Member under this Agreement, but without prejudice to any right of the Non-Defaulting Member to damages from the Defaulting Member. AlternativelyIf within the aforementioned 30 day period, the Manager shall have the right, in its discretion, Non-Defaulting Member fails to reduce the Capital Account balance of notify the Defaulting Member for of the applicable Series by an amount up to seventyNon-five percent (75%) and reapportion such amounts among the other Members for the applicable Series (except any other Defaulting Member) 's desire to exercise its right to purchase the Defaulting Member's interest in proportion the Company, then the Members shall be deemed to their Percentage Interesthave consented to the dissolution and liquidation of the Company.