Common use of Applicable Law Withdrawal Clause in Contracts

Applicable Law Withdrawal. If, as a result of applicable Law, the ownership of an LLC Interest by a Member becomes illegal or is likely to become illegal or the applicable Law more likely than not requires divestiture of such Member’s LLC Interest, or the applicable Law would require the Company to register as an investment company under the Investment Company Act, then the Manager and the Member shall use their respective commercially reasonable efforts to avoid a violation of any such applicable Law by a Member or the need for the Company to register as an investment company. These steps may include, depending on the provisions of such applicable Law, (i) arranging for the sale of the Member’s LLC Interest to a third party upon terms reasonably satisfactory to the Member in a transaction that complies with Articles VIII and X; (ii) making any appropriate applications to the relevant Governmental Authority, (iii) prohibiting such Member from making further Capital Contributions, and converting its LLC Interest into a special interest with no voting or similar rights but with only an economic right (identical to its prior rights as a Member), or (iv) permitting the Member to withdraw from the Company for a “payment” to such Member equal to the value of its LLC Interest at the time of withdrawal, such value to be determined by a third party appraiser mutually agreeable to the Manager and all Members. The aforesaid “payment” shall be made in cash unless the Manager determines that the payment in cash would be economically detrimental to the Company, in which case such payment may be made in kind, subject to the applicable Law. The timing of any such withdrawal must be mutually agreeable to the Member and the Manager taking proper account of the effective date of the applicable Law or registration requirement that is the basis for the withdrawal or other remedy provided herein and the need of the Manager for a reasonable period of time to find a solution to the illegality or requirement for divestiture. Such illegality or registration requirement must be established by (x) an opinion of counsel (which counsel shall be reasonably satisfactory to the Manager and the Initial Member) substantially to the effect that the ownership of the LLC Interest more likely than not will result in such illegality or requirement for registration or divestiture or (y) upon a ruling or order from a Governmental Authority.

Applicable Law Withdrawal. If, as On the advice of counsel to the Partnership that a result of applicable LawLimited Partner may not own an interest in the Partnership, the ownership of an LLC Interest by a Member becomes illegal General Partner shall use its good faith efforts, and the Limited Partner shall use his, her, or is likely its best efforts to become illegal or the applicable Law more likely than not requires divestiture sell all of such MemberLimited Partner’s LLC Interest, or the applicable Law would require the Company Units to register as an investment company under the Investment Company Act, then the Manager and the Member shall use their respective commercially reasonable efforts to avoid a violation of any such applicable Law by a Member or the need for the Company to register as an investment companyanother person. These steps may include, depending on the provisions of such applicable Applicable Law, (i) arranging for the sale of the MemberLimited Partner’s LLC Interest to a third party upon terms reasonably satisfactory to the Member Limited Partner in a transaction that complies with Articles VIII and X; Section 10.1, (ii) making any appropriate applications to the relevant Governmental Authority, (iii) prohibiting excusing such Member Limited Partner from making further Capital Contributions, and converting its LLC Interest into a special interest with no voting or similar rights but with only an economic right (identical to its prior rights as a Member)Limited Partner) with respect to which such Limited Partner has made Capital Contributions as set forth in Section 3.4, or (iv) permitting the Member Limited Partner to withdraw from the Company Partnership for a “payment” to such Member Limited Partner equal to the value of its LLC Interest at the time of withdrawal, such value to be determined by a third party appraiser mutually agreeable taking into account the Limited Partner’s rights to the Manager and all Membersdistributions pursuant to Section 6.2. The aforesaid “payment” shall be made in cash unless the Manager General Partner determines in its discretion that the payment in cash would be economically detrimental to the CompanyPartnership, in which case such payment may be made in kind, subject to the applicable Applicable Law, or by unsecured promissory note, payable with 5% annual interest in 60 equal monthly payments of principal and interest. The timing of any such withdrawal must be mutually agreeable to the Member Limited Partner and the Manager General Partner taking proper account of the effective date of the applicable Applicable Law or registration requirement that is the basis for the withdrawal or other remedy provided herein and the need of the Manager General Partner for a reasonable period of time to find a solution to the illegality or requirement for divestiture. Such illegality or registration requirement must be established by (xi) an opinion of counsel (which counsel shall be reasonably satisfactory to the Manager General Partner and which, in the Initial Membercase of a Limited Partner that is an institutional investor, may be staff counsel regularly employed by such institutional investor) substantially to the effect that the ownership of the LLC Interest more likely than not will result in such illegality or requirement for registration or divestiture or (yii) upon a ruling or order from a Governmental Authority.

Applicable Law Withdrawal. If, as a result of applicable Law, the ownership of an LLC Interest by a Member becomes illegal or is likely to become illegal or the applicable Law more likely than not requires divestiture of such Member’s LLC Interest, or the applicable Law would require the Company to register as an investment company under the Investment Company Act, then the Manager and the such Member shall use their respective commercially reasonable efforts to avoid a violation of any such applicable Law by a such Member or the need for the Company to register as an investment company. These steps may include, depending on the provisions of such applicable Law, (i) arranging for the sale of the Member’s LLC Interest to a third party upon terms reasonably satisfactory to the Member in a transaction that complies with Articles VIII and X; (ii) making any appropriate applications to the relevant Governmental Authority, (iii) prohibiting such Member from making further Capital Contributions, and converting its LLC Interest into a special interest with no voting or similar rights but with only an economic right (identical to its prior rights as a Member), or (iv) permitting the Member to withdraw from the Company for a “payment” to such Member equal to the value of its LLC Interest at the time of withdrawal, such value to be determined by a third party appraiser mutually agreeable to the Manager and all Members. The aforesaid “payment” shall be made in cash unless the Manager determines that the payment in cash would be economically detrimental to the Company, in which case such payment may be made in kind, subject to the applicable Law. The timing of any such withdrawal must be mutually agreeable to the Member and the Manager taking proper account of the effective date of the applicable Law or registration requirement that is the basis for the withdrawal or other remedy provided herein and the need of the Manager for a reasonable period of time to find a solution to the illegality or requirement for divestiture. Such illegality or registration requirement must be established by (x) an opinion of counsel (which counsel shall be reasonably satisfactory to the Manager and the Initial Member) substantially to the effect that the ownership of the LLC Interest more likely than not will result in such illegality or requirement for registration or divestiture or (y) upon a ruling or order from a Governmental Authority.

Applicable Law Withdrawal. If, as a result of applicable Law, the ownership of an LLC Interest by a Member becomes illegal or is likely to become illegal or the applicable Law more likely than not requires divestiture of such Member’s LLC Interest, or the applicable Law would require the Company to register as an investment company under the Investment Company Act, then the Manager and the such Member shall use their respective commercially reasonable efforts to avoid a violation of any such applicable Law by a such Member or the need for the Company to register as an investment company. These steps may include, depending on the provisions of such applicable Law, (i) arranging for the sale of the Member’s LLC Interest to a third party upon terms reasonably satisfactory to the Member in a transaction that complies with Articles VIII and X; , (ii) making any appropriate applications to the relevant Governmental Authority, (iii) prohibiting such Member from making further Capital Contributions, and converting its LLC Interest into a special interest with no voting or similar rights but with only an economic right (identical to its prior rights as a Member), or (iv) permitting the Member to withdraw from the Company in exchange for a “payment” to such Member equal to the value of its LLC Interest at the time of withdrawal, such value to be determined by a third party appraiser mutually agreeable to the Manager and all Members. The aforesaid “payment” shall be made in cash unless the Manager determines that the payment in cash would be economically detrimental to the Company, in which case such payment may be made in kind, subject to the applicable Law. The timing of any such withdrawal must be mutually agreeable to the withdrawing Member and the Manager taking proper account of the effective date of the applicable Law or registration requirement that is the basis for the withdrawal or other remedy provided herein and the need of the Manager for a reasonable period of time to find a solution to the illegality or requirement for divestituredivestiture or renegotiation. Such illegality illegality, divestiture or registration requirement must be established by (x) an opinion of counsel (which counsel shall be reasonably satisfactory to the Manager and the Initial Member) substantially to the effect that the ownership of the LLC Interest more likely than not will result in such illegality or requirement for registration or divestiture or (y) upon a ruling or order from a Governmental Authority.

Applicable Law Withdrawal. If, as a result of applicable Applicable Law, the ownership of an LLC Interest a Membership Unit by a Member becomes illegal illegal, or is likely to become illegal or the applicable Applicable Law more likely than not requires divestiture of such Member’s LLC Interest, Membership Unit or indirect investment through the applicable Law would require the Operating Company to register as an investment company under the Investment Company Actin a Portfolio Entity, then the Manager Managing Member and the Member shall use their respective commercially reasonable efforts to avoid a violation of any such applicable Applicable Law by a Member or the need for the Company to register as an investment companyMember. These steps may include, depending on the provisions of such applicable Applicable Law, : (i) arranging for the sale of the Member’s LLC Interest Membership Unit to a third party Third Party upon terms reasonably satisfactory to the such Member in a transaction that complies with Articles VIII and XSection 8.1; (ii) making any appropriate applications to the relevant Governmental Authority, Authority for exemption from the application of such Applicable Law; (iii) prohibiting converting such Member from making further Capital Contributions, and converting its LLC Interest Member’s Membership Unit into a special interest with no voting or similar rights but with only an economic right (identical to its prior rights as a Member), ) with respect to which such Member has made Capital Contributions; or (iv) permitting the Member to withdraw from the Operating Company for a “payment” to such Member equal to the value of its LLC Interest Membership Unit at the time of withdrawal, such value to be determined by a third party appraiser mutually agreeable equal to the Manager and all Membersthen current Determined Share Value. The aforesaid “payment” shall be made in cash unless the Manager Managing Member determines in its discretion that the payment in cash would be economically detrimental to the Operating Company, in which case such payment may be made in kind, subject to the applicable Applicable Law. The timing of any such withdrawal must be mutually agreeable to the Member and the Manager Managing Member taking proper account of the effective date of the applicable Applicable Law or registration requirement that is the basis for the withdrawal or other remedy provided herein and the need of the Manager Managing Member for a reasonable period of time to find a solution to the illegality or requirement for divestiture. Such illegality or registration requirement must be established by (xA) an opinion of counsel (which counsel shall be reasonably satisfactory to the Manager and the Initial Managing Member) substantially to the effect that the ownership of the LLC Interest Membership Unit more likely than not will result in such illegality or requirement for registration or divestiture divestiture, or (yB) upon a ruling or order from a Governmental Authority.

Applicable Law Withdrawal. If, as On the advice of counsel to the Partnership that a result of applicable LawLimited Partner may not own an interest in the Partnership, the ownership of an LLC Interest by a Member becomes illegal General Partner shall use its good faith efforts, and the Limited Partner shall use his, her, or is likely its best efforts to become illegal or the applicable Law more likely than not requires divestiture sell all of such Member’s LLC Interest, or the applicable Law would require the Company Limited Partner's Units to register as an investment company under the Investment Company Act, then the Manager and the Member shall use their respective commercially reasonable efforts to avoid a violation of any such applicable Law by a Member or the need for the Company to register as an investment companyanother person. These steps may include, depending on the provisions of such applicable Applicable Law, (i) arranging for the sale of the Member’s LLC Limited Partner's Interest to a third party upon terms reasonably satisfactory to the Member Limited Partner in a transaction that complies with Articles VIII and X; Section 10.1, (ii) making any appropriate applications to the relevant Governmental Authority, (iii) prohibiting excusing such Member Limited Partner from making further Capital Contributions, and converting its LLC Interest into a special interest with no voting or similar rights but with only an economic right (identical to its prior rights as a Member)Limited Partner) with respect to which such Limited Partner has made Capital Contributions as set forth in Section 3.4, or (iv) permitting the Member Limited Partner to withdraw from the Company Partnership for a “"payment” " to such Member Limited Partner equal to the value of its LLC Interest at the time of withdrawal, such value to be determined by a third party appraiser mutually agreeable taking into account the Limited Partner's rights to the Manager and all Membersdistributions pursuant to Section 6.2. The aforesaid “"payment” " shall be made in cash unless the Manager General Partner determines in its discretion that the payment in cash would be economically detrimental to the CompanyPartnership, in which case such payment may be made in kind, subject to the applicable Applicable Law, or by unsecured promissory note, payable with 5% annual interest in 60 equal monthly payments of principal and interest. The timing of any such withdrawal must be mutually agreeable to the Member Limited Partner and the Manager General Partner taking proper account of the effective date of the applicable Applicable Law or registration requirement that is the basis for the withdrawal or other remedy provided herein and the need of the Manager General Partner for a reasonable period of time to find fmd a solution to the illegality or requirement for divestiture. Such illegality or registration requirement must be established by (xi) an opinion of counsel (which counsel shall be reasonably satisfactory to the Manager General Partner and which, in the Initial Membercase of a Limited Partner that is an institutional investor, may be staff counsel regularly employed by such institutional investor) substantially to the effect that the ownership of the LLC Interest more likely than not will result in such illegality or requirement for registration or divestiture or (yii) upon a ruling or order from a Governmental Authority.

Applicable Law Withdrawal. If, as a result of applicable Applicable Law, the ownership of an LLC Interest by a Member Limited Partner becomes illegal or is likely to become illegal or the applicable Applicable Law more likely than not requires divestiture of such MemberLimited Partner’s LLC InterestInterest or indirect investment through the Partnership in a Portfolio Investment, or then, in addition to the applicable Law would require excuse procedures set forth in Section 4.3, the Company to register as an investment company under the Investment Company Act, then the Manager General Partner and the Member Limited Partner shall use their respective commercially reasonable best efforts to avoid a violation of any such applicable Applicable Law by a Member or the need for the Company to register as an investment companyLimited Partner. These steps may include, depending on the provisions of such applicable Applicable Law, (i) arranging for the sale of the MemberLimited Partner’s LLC Interest or its interest in the specific Portfolio Investment to a third party upon terms reasonably satisfactory to the Member Limited Partner in a transaction that complies with Articles VIII and X; Section 10.1, (ii) making any appropriate applications to the relevant Governmental Authority, (iii) prohibiting excusing such Member Limited Partner from making further Capital Contributions, and converting its LLC Interest into a special interest with no voting or similar rights but with only an economic right (identical to its prior rights as a Member)Limited Partner) in Portfolio Investments with respect to which such Limited Partner has made Capital Contributions, or (iv) permitting the Member Limited Partner to withdraw from the Company Partnership for a “payment” to such Member Limited Partner equal to the value of its LLC Interest at the time of withdrawal, such value to be determined by a third party appraiser mutually agreeable taking into account the Limited Partner’s rights to the Manager and all Membersdistributions pursuant to Section 6.2. The aforesaid “payment” shall be made in cash unless the Manager General Partner determines in its discretion that the payment in cash would be economically detrimental to the CompanyPartnership, in which case such payment may be made in kind, subject to the applicable Applicable Law. The timing of any such withdrawal must be mutually agreeable to the Member Limited Partner and the Manager General Partner taking proper account of the effective date of the applicable Applicable Law or registration requirement that is the basis for the withdrawal or other remedy provided herein and the need of the Manager General Partner for a reasonable period of time to find a solution to the illegality or requirement for divestiture. Notwithstanding such with- drawal, the Limited Partner shall continue to be liable to pay its proportionate share of the Fund Management Fee (based on its original Capital Commitment) until the earlier of (x) the termination of the Partnership or (y) the transfer of such Limited Partner’s Interest to a third party. Such illegality or registration requirement must be established by (xi) an opinion of counsel (which counsel shall be reasonably satisfactory to the Manager General Partner and which, in the Initial Membercase of a Limited Partner that is an institutional investor, may be staff counsel regularly employed by such institutional investor) substantially to the effect that the ownership of the LLC Interest more likely than not will result in such illegality or requirement for registration or divestiture or (yii) upon a ruling or order from a Governmental Authority.