Common use of Disqualifying Events Clause in Contracts

Disqualifying Events. In the event that any Non-Managing Member becomes subject to any of the events listed in subsections (i) through (vii) of Section 506(d) of Regulation D under the Securities Act (a “Disqualifying Event”) at any date after the Effective Date (such Non-Managing Member, a “Disqualified Member”): (a) unless otherwise determined by the Managing Member in its sole discretion, such Disqualified Member’s voting rights in respect of the Fund’s outstanding voting interests (calculated on the basis of voting power) shall be automatically reduced, as of the day prior to the date on which the Disqualifying Event occurred, to the lesser of 19.9% and such Disqualified Member’s then-current percentage interest based on its Capital Commitment and the aggregate Capital Commitments of all Members entitled to vote (the “Disqualified Voting Percentage”), and the Managing Member is hereby authorized to take such actions as the Managing Member deems necessary or appropriate to give effect to the same; and (b) the Non-Managing Members acknowledge that if the Managing Member determines that for any reason the foregoing is not sufficient to avoid any adverse impacts under Rule 506(d) or 506(e) of Regulation D promulgated under the Securities Act, the Managing Member may require such Disqualified Member to withdraw from the Fund in a manner consistent with paragraph 13.1. Any vote, consent or decision of the Non-Managing Members pursuant to this Agreement made on or after the date upon which such Disqualified Member’s voting interest was reduced in accordance with this paragraph 15.21 will be tabulated or made only taking into account the Disqualified Voting Percentage of any such Disqualified Member.‌‌

Disqualifying Events. In the event that any Non-Managing Member becomes subject to any of the events listed in subsections (i) through (vii) of Section 506(d) of Regulation D under the Securities Act (a “Disqualifying Event”) at any date after the Effective Date (such Non-Managing Member, a “Disqualified Member”): ); (a) unless otherwise determined by the Managing Member in its sole discretion, such Disqualified Member’s voting rights in respect of the Fund’s outstanding voting interests (calculated on the basis of voting power) shall be automatically reduced, as us of the day prior to the date on which the Disqualifying Event occurred, to the lesser of 19.9% and such Disqualified Member’s then-current percentage interest Fund Percentage based on its Capital Commitment Contribution and the aggregate Capital Commitments Contributions of all Members entitled to vote (the “Disqualified Voting Percentage”), and the Managing Member is hereby authorized to take such actions as the Managing Member deems necessary or appropriate to give effect to the law same; and (b) the Non-Managing Members acknowledge that if the Managing Member determines that for any reason the foregoing is not sufficient to avoid any adverse impacts under under‌ Rule 506(d) or 506(e) of Regulation D promulgated under the Securities Act, the Managing Member may require such Disqualified Member to withdraw from the Fund in a manner consistent with paragraph 13.1. Any vote, consent or decision of the Non-Managing Members pursuant to this Agreement made on or after the date upon which such Disqualified Member’s voting interest was reduced in accordance with this paragraph 15.21 will be tabulated or made only taking into account the Disqualified Voting Percentage of any such Disqualified Member.‌‌Member.

Disqualifying Events. In the event that any Non-Managing Member becomes subject to any of the events listed in subsections (i) through (vii) of Section 506(d) of Regulation D under the Securities Act (a “Disqualifying Event”) at any date after the Effective Date (such Non-Managing Member, a “Disqualified Member”): ); (a) unless otherwise determined by the Managing Member in its sole discretion, such Disqualified Member’s voting rights in respect of the Fund’s outstanding voting interests (calculated on the basis of voting power) shall be automatically reduced, as us of the day prior to the date on which the Disqualifying Event occurred, to the lesser of 19.9% and such Disqualified Member’s then-current percentage interest Fund Percentage based on its Capital Commitment Contribution and the aggregate Capital Commitments Contributions of all Members entitled to vote (the “Disqualified Voting Percentage”), and the Managing Member is hereby authorized to take such actions as the Managing Member deems necessary or appropriate to give effect to the law same; and (b) the Non-Managing Members acknowledge that if the Managing Member determines that for any reason the foregoing is not sufficient to avoid any adverse impacts under Rule 506(d) or 506(e) of Regulation D promulgated under the Securities Act, the Managing Member may require such Disqualified Member to withdraw from the Fund in a manner consistent with paragraph 13.1. Any vote, consent or decision of the Non-Managing Members pursuant to this Agreement made on or after the date upon which such Disqualified Member’s voting interest was reduced in accordance with this paragraph 15.21 will be tabulated or made only taking into account the Disqualified Voting Percentage of any such Disqualified Member.‌‌Member.