Common use of Determinations by the Managing Member Clause in Contracts

Determinations by the Managing Member. In furtherance of the authority granted to the Managing Member pursuant to Section 5.1 of this Agreement, the determination as to any of the following matters, made in good faith by or pursuant to the direction of the Managing Member consistent with this Agreement, shall be final and conclusive and shall be binding upon the Company and each Series and every holder of Interests: (a) the amount of Free Cash Flow of any Series for any period and the amount of assets at any time legally available for the payment of distributions on Interests of any Series; (b) the amount of paid in surplus, net assets, other surplus, annual or other cash flow, funds from operations, net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged); (c) any interpretation of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of any Series; (d) the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by any Series or of any Interests; (e) the number of Interests within a Series; (f) any matter relating to the acquisition, holding and disposition of any assets by any Series; (g) the evaluation of any competing interests among the Series and the resolution of any conflicts of interests among the Series; (h) each of the matters set forth in Section 5.1(a) through Section 5.1(y); or (i) any other matter relating to the business and affairs of the Company or any Series or required or permitted by applicable law, this Agreement or otherwise to be determined by the Managing Member.

Determinations by the Managing Member. In furtherance of the authority granted to the Managing Member pursuant to Section 5.1 of this Agreement, the determination as to any of the following matters, made in good faith by or pursuant to the direction of the Managing Member consistent with this Agreement, shall be final and conclusive and shall be binding upon the Company and each Series and every holder of Interests: (a) the amount of Free Cash Flow of any Series for any period and the amount of assets at any time legally available for the payment of distributions on Interests of any Series; (b) the amount of paid in surplus, net assets, other surplus, annual or other cash flow, funds from operations, net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; ; (c) the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged); (cd) any interpretation of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of any Series; (de) the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by any Series or of any Interests; (ef) the number of Interests within a Series; (fg) any matter relating to the acquisition, holding and disposition of any assets by any Series; (gh) the evaluation of any competing interests among the Series and the resolution of any conflicts of interests among the Series; (hi) each of the matters set forth in Section 5.1(a) through Section 5.1(y); or (ij) any other matter relating to the business and affairs of the Company or any Series or required or permitted by applicable law, this Agreement or otherwise to be determined by the Managing Member.

Determinations by the Managing Member. In furtherance of the authority granted to the Managing Member pursuant to Section 5.1 of this Agreement, the determination as to any of the following matters, made in good faith by or pursuant to the direction of the Managing Member consistent with this Agreement, shall be final and conclusive and shall be binding upon the Company and each Series and every holder of Interests: (ai) the amount of Free Cash Flow of any Series for any period and the amount of assets at any time legally available for the payment of distributions on Interests of any Series; (bii) the amount of paid in surplus, net assets, other surplus, annual or other cash flow, funds from operations, net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged); (ciii) any interpretation of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of any Series; (div) the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by any Series or of any Interests; (ev) the number of Interests within a Series; (fvi) any matter relating to the acquisition, holding and disposition of any assets by any Series; (gvii) the evaluation of any competing interests among the Series and the resolution of any conflicts of interests among the Series; (hviii) each of the matters set forth in Section 5.1(a) through Section 5.1(y); or (iix) any other matter relating to the business and affairs of the Company or any Series or required or permitted by applicable law, this Agreement or otherwise to be determined by the Managing Member.

Determinations by the Managing Member. In furtherance of the authority granted to the Managing Member pursuant to Section 5.1 of this Agreement5.01, the determination as to any of the following matters, made in good faith by or pursuant to the direction of the Managing Member consistent with this Agreement, shall be final and conclusive and shall be binding upon the Company and each Series and every holder of Interests: (a) the amount of Free Cash Flow of any Series for any period and the amount of assets at any time legally available for the payment of distributions on Interests of any Series; (b) the amount of paid in surplus, net assets, other surplus, annual or other cash flow, funds from operations, net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged); (c) any interpretation of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of any Series; (d) the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by any Series or of any Interests; (e) the number of Interests within a Series; (f) any matter relating to the acquisition, holding and disposition of any assets by any Series; (g) the evaluation of any competing interests among the Series and the resolution of any conflicts of interests among the Series; (h) each of the matters set forth in Section 5.1(a5.01(a) through Section 5.1(y5.01(y); or (i) any other matter relating to the business and affairs of the Company or any Series or required or permitted by applicable law, this Agreement or otherwise to be determined by the Managing Member.

Determinations by the Managing Member. In furtherance of the authority granted to the Managing Member pursuant to Section 5.1 of this Agreement, the determination as to any of the following matters, made in good faith by or pursuant to the direction of the Managing Member consistent with this Agreement, shall be final and conclusive and shall be binding upon the Company and each Series and every holder of Interests: (ai) the amount of Free Cash Flow of any Series for any period and the amount of assets at any time legally available for the payment of distributions on Interests of any Series; (bii) the amount of paid in surplus, net assets, other surplus, annual or other cash flow, funds from operations, net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged); (ciii) any interpretation of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of any Series; (div) the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by any Series or of any Interests; (ev) the number of Interests within a Series; (fvi) any matter relating to the acquisition, holding and disposition of any assets by any Series; (gvii) the evaluation of any competing interests among the Series and the resolution of any conflicts of interests among the Series; (hviii) each of the matters set forth in Section 5.1(a) through Section 5.1(y5.1(aa); or (iix) any other matter relating to the business and affairs of the Company or any Series or required or permitted by applicable law, this Agreement or otherwise to be determined by the Managing Member.

Determinations by the Managing Member. In furtherance of the authority granted to the Managing Member pursuant to Section 5.1 of this Agreement5.01, the determination as to any of the following matters, made in good faith by or pursuant to the direction of the Managing Member consistent with this Agreement, shall be final and conclusive and shall be binding upon the Company and each Series and every holder of Interests: (a) the amount of Free Cash Flow of any Series the Company for any period and the amount of assets at any time legally available for the payment of distributions on Interests of any SeriesInterests; (b) the amount of paid paid-in surplus, net assets, other surplus, annual or other cash flow, funds from operations, net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged); (c) any interpretation of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of any SeriesInterests; (d) the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by any Series the Company or of any Interests; (e) the number of Interests within a SeriesInterests; (f) any matter relating to the acquisition, holding and disposition of any assets by any Seriesthe Company; (g) the evaluation of any competing interests among the Series Company and the resolution of any conflicts of interests among the SeriesCompany; (h) each of the matters set forth in Section 5.1(a5.01(a) through Section 5.1(y5.01(y); or (i) any other matter relating to the business and affairs of the Company or any Series or required or permitted by applicable law, this Agreement or otherwise to be determined by the Managing Member.

Determinations by the Managing Member. In furtherance of the authority granted to the Managing Member pursuant to Section 5.1 of this Agreement, the determination as to any of the following matters, made in good faith by or pursuant to the direction of the Managing Member consistent with this Agreement, shall be final and conclusive and shall be binding upon the Company and each Series and every holder of Interests: (a) the amount of Free Cash Flow of any Series for any period and the amount of assets at any time legally available for the payment of distributions on Interests of any Series; (b) the amount of paid in surplus, net assets, other surplus, annual or other cash flow, funds from operations, net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; and the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged); (c) any interpretation of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, or limitations as to distributions, qualifications or terms or conditions including the amount legally available for the payment of redemption distributions of any SeriesInterests; (d) the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by any Series or of any Interests; (e) the number of Interests within a Series; (f) any matter relating to the acquisition, holding and disposition of any assets by any Series; (g) the evaluation of any competing interests among the Series and the resolution of any conflicts of interests among the Series; (h) each of the matters set forth in Section 5.1(a) through Section 5.1(y5.1(z); or (i) any other matter relating to the business and affairs of the Company or any Series or required or permitted by applicable law, this Agreement or otherwise to be determined by the Managing Member.

Determinations by the Managing Member. In furtherance of the authority granted to the Managing Member pursuant to Section 5.1 of this Agreement, the determination as to any of the following matters, made in good faith by or pursuant to the direction of the Managing Member consistent with this Agreement, shall be final and conclusive and shall be binding upon the each Company Group Member, each Series Member and each Series and every holder of InterestsClass A Shares: (a) the amount of Free Cash Flow of any Series Net Sales Proceeds for any period and the amount of assets cash at any time legally available for the payment of distributions on Interests Class A Shares of any Series; (b) the amount of paid in surplus, net assets, other surplus, annual or other cash flow, funds from operations, net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged); (c) any interpretation of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of any Series; (d) the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset Artwork owned or held by an SP for the benefit of any Series or of any InterestsClass A Shares, and the terms upon which Artwork may be sold or disposed; (e) the number voting procedures and calculation of Interests within a Seriesvotes in favor or not for any matter submitted to the Series Members; (f) any matter relating to the acquisition, holding and disposition of any assets by any SeriesSeries or SP; (g) the evaluation of any competing interests Class A Shares among the Series and the resolution of any conflicts of interests Class A Shares among the Series; (h) each of the matters set forth in Section 5.1(a) through Section 5.1(y5.1(r); or (i) any other matter relating to the business and affairs of the any Company or any Series Group Member or required or permitted by applicable law, this Agreement or otherwise to be determined by the Managing Member. The Managing Member may delegate to any Person or Persons, including the Asset Manager, any of the powers and authority vested in it hereunder, and may engage such Person or Persons to provide administrative, compliance, technological and accounting services to the Company, on such terms and conditions as it may consider appropriate.

Determinations by the Managing Member. In furtherance of the authority granted to the Managing Member pursuant to Section 5.1 of this Agreement, the determination as to any of the following matters, made in good faith by or pursuant to the direction of the Managing Member consistent with this Agreement, shall be final and conclusive and shall be binding upon the Company and each Series and every holder of Interests: (a) the amount of Free Cash Flow of any Series for any period and the amount of assets at any time legally available for the payment of distributions on Interests of any Series; (b) the amount of paid in surplus, net assets, other surplus, annual or other cash flow, funds from operations, net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged); (c) any interpretation of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of any Series; (d) the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by any Series or of any Interests; (e) the number of Interests within a Series; (f) any matter relating to the acquisition, holding and disposition of any assets by any Series; (g) the evaluation of any competing interests among the Series and the resolution of any conflicts of interests among the Series; (h) each of the matters set forth in Section 5.1(a) through Section 5.1(y5.1(x); or (i) any other matter relating to the business and affairs of the Company or any Series or required or permitted by applicable law, this Agreement or otherwise to be determined by the Managing Member.

Determinations by the Managing Member. In furtherance of the authority granted to the Managing Member pursuant to Section 5.1 of this Agreement, the determination as to any of the following matters, made in good faith by or pursuant to the direction of the Managing Member consistent with this Agreement, shall be final and conclusive and shall be binding upon the Company and each Series and every holder of Interests: (a) the amount of Free Cash Flow of any Series for any period and the amount of assets at any time legally available for the payment of distributions on Interests of any Series; (b) the amount of paid in surplus, net assets, other surplus, annual or other cash flow, funds from operations, net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; and the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged); (c) any interpretation of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, or limitations as to distributions, qualifications or terms or conditions including the amount legally available for the payment of redemption distributions of any SeriesInterests; (d) the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by any Series or of any Interests; (e) the number of Interests within a Series; (f) any matter relating to the acquisition, holding and disposition of any assets by any Series; (g) the evaluation of any competing interests among the Series and the resolution of any conflicts of interests among the Series; (h) each of the matters set forth in Section 5.1(a) through Section 5.1(y); or (i) any other matter relating to the business and affairs of the Company or any Series or required or permitted by applicable law, this Agreement or otherwise to be determined by the Managing Member.

Determinations by the Managing Member. In furtherance of the authority granted to the Managing Member pursuant to Section 5.1 of this Agreement, the determination as to any of the following matters, made in good faith by or pursuant to the direction of the Managing Member consistent with this Agreement, shall be final and conclusive and shall be binding upon the Company and each Series and every holder of Interests: (ai) the amount of Free Cash Flow of any Series for any period and the amount of assets at any time legally available for the payment of distributions on Interests of any Series; (bii) the amount of paid in surplus, net assets, other surplus, annual or other cash flow, funds from operations, net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged)) ; (ciii) any interpretation of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of any Series; (div) the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by any Series or of any Interests; (ev) the number of Interests within a Series; (fvi) any matter relating to the acquisition, holding and disposition of any assets by any Series; (gvii) the evaluation of any competing interests among the Series and the resolution of any conflicts of interests among the Series; (hviii) each of the matters set forth in Section 5.1(a) through Section 5.1(y)) ; or (iix) any other matter relating to the business and affairs of the Company or any Series or required or permitted by applicable law, this Agreement or otherwise to be determined by the Managing Member.

Determinations by the Managing Member. In furtherance of the authority granted to the Managing Member pursuant to Section 5.1 of this Agreement, the determination as to any of the following matters, made in good faith by or pursuant to the direction of the Managing Member consistent with this Agreement, shall be final and conclusive and shall be binding upon the Company and each Series and every holder of Interests: (a) : the amount of Free Cash Flow of any Series for any period and the amount of assets at any time legally available for the payment of distributions on Interests of any Series; (b) ; the amount of paid in surplus, net assets, other surplus, annual or other cash flow, funds from operations, net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged); (c) ; any interpretation of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of any Series; (d) ; the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by any Series or of any Interests; (e) ; the number of Interests within a Series; (f) ; any matter relating to the acquisition, holding and disposition of any assets by any Series; (g) ; the evaluation of any competing interests among the Series and the resolution of any conflicts of interests among the Series; (h) ; each of the matters set forth in Section 5.1(a) through Section 5.1(y); or (i) or any other matter relating to the business and affairs of the Company or any Series or required or permitted by applicable law, this Agreement or otherwise to be determined by the Managing Member.

Determinations by the Managing Member. In furtherance of the authority granted to the Managing Member pursuant to Section 5.1 of this Agreement, the determination as to any of the following matters, made in good faith by or pursuant to the direction of the Managing Member consistent with this Agreement, shall be final and conclusive and shall be binding upon the Company and each Series and every holder of Interests: (a) the amount of Free Cash Flow of any Series property or the Company for any period and the amount of assets at any time legally available for the payment of distributions on Interests of any SeriesInterests; (b) the amount of paid in surplus, net assets, other surplus, annual or other cash flow, funds from operations, net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged); (c) any interpretation of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of any SeriesShares; (d) the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by any Series the Company or of any Interests; (e) the number of Interests within a Seriesthe Company and to be offered through any offering of Interests; (f) any matter relating to the acquisition, holding and disposition of any assets by any Seriesthe Company; (g) the evaluation of any competing interests among the Series and the resolution of any conflicts of interests among the Series; (h) each of the matters set forth in Section 5.1(a) through Section 5.1(y); or (ih) any other matter relating to the business and affairs of the Company or any Series or required or permitted by applicable law, this Agreement or otherwise to be determined by the Managing Member.

Determinations by the Managing Member. In furtherance of the authority granted to the Managing Member pursuant to Section 5.1 of this Agreement, the determination as to any of the following matters, made in good faith by or pursuant to the direction of the Managing Member consistent with this Agreement, shall be final and conclusive and shall be binding upon the each Company Group Member, each Series Member and each Series and every holder of InterestsClass A Shares: (a) the amount of Free Cash Flow of any Series Net Sales Proceeds for any period and the amount of assets cash at any time legally available for the payment of distributions on Interests Class A Shares of any Series; (b) the amount of paid in surplus, net assets, other surplus, annual or other cash flow, funds from operations, net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged); (c) any interpretation of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of any Series; (d) the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset Artwork owned or held by an SP for the benefit of any Series or of any InterestsClass A Shares, and the terms upon which the Artwork may be sold or disposed; (e) the number voting procedures and calculation of Interests within a Seriesvotes in favor or not for any matter submitted to the Series Members; (f) any matter relating to the acquisition, holding and disposition of any assets by any SeriesSeries or SP; (g) the evaluation of any competing interests Class A Shares among the Series and the resolution of any conflicts of interests Class A Shares among the Series; (h) each of the matters set forth in Section 5.1(a) through Section 5.1(y5.1(r); or (i) any other matter relating to the business and affairs of the any Company or any Series Group Member or required or permitted by applicable law, this Agreement or otherwise to be determined by the Managing Member. The Managing Member may delegate to any Person or Persons, including the Asset Manager, any of the powers and authority vested in it hereunder, and may engage such Person or Persons to provide administrative, compliance, technological and accounting services to the Company, on such terms and conditions as it may consider appropriate.

Determinations by the Managing Member. In furtherance of the authority granted to the Managing Member pursuant to Section 5.1 of this Agreement, the determination as to any of the following matters, made in good faith by or pursuant to the direction of the Managing Member consistent with this Agreement, shall be final and conclusive and shall be binding upon the Company and each Series and every holder of Interests: (a) the amount of Free Cash Flow of any Series for any period and the amount of assets at any time legally available for the payment of distributions on Interests of any Series; (b) the amount of paid in surplus, net assets, other surplus, annual or other cash flow, funds from operations, net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged); (c) any interpretation of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of any Series, including the amount legally available for the payment of distributions or redemptions of Interests; (d) the fair valuevalue (including without limitation the NAV), or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by any Series or of any Interests; (e) the number of Interests within a Series; (f) any matter relating to the acquisition, holding and disposition of any assets by any Series; (g) the evaluation of any competing interests among the Series and the resolution of any conflicts of interests among the Series; (h) each of the matters set forth in Section 5.1(a) through Section 5.1(y5.1(z); or (i) any other matter relating to the business and affairs of the Company or any Series or required or permitted by applicable law, this Agreement or otherwise to be determined by the Managing Member.