Common use of Compulsory Redemption Clause in Contracts

Compulsory Redemption. The Manager may, by notice to any Member, force the sale of all or a portion of such Member’s interest in the Company, or the withdrawal of a Member, on such terms as the Manager determines to be fair and reasonable, or take such other action as it determines to be fair and reasonable in the event that the Manager determines or has reason to believe that: (i) such Member has attempted to effect a transfer of, or a transfer has occurred with respect to, any portion of such Member’s interest in the Company in violation of this Agreement; (ii) continued ownership of such interest in the Company by such Member is reasonably likely to cause the Company to be in violation of securities laws of the United States or any other relevant jurisdiction or the rules of any self-regulatory organization applicable to the Manager or an affiliate; (iii) continued ownership of an interest in the Company by such Member may be harmful or injurious to the business or reputation of the Company or the Manager, or may subject the Company or any Member to a risk of adverse tax or other fiscal consequence, including without limitation, adverse consequence under ERISA; (iv) any of the representations or warranties made by such Member under this Agreement was not true when made or has ceased to be true; (v) any portion of such Members interest in the Company has vested in any other person by reason of bankruptcy, dissolution, incompetency or death of such Member; (vi) the Member’s continued ownership of its interest in the Company would cause the Company to be required to register as an “Investment Company” under the Investment Company Act; or (vii) it would not be in the best interests of the Company, as determined by the Manager, for such Member to continue ownership of its interest in the Company.

Compulsory Redemption. The Manager may, by notice to any Class A Member, force the sale of all or a portion of such Class A Member’s interest in the Company, or the withdrawal of a Member, Interest on such terms as the Manager determines to be fair and reasonable, or take such other action as it determines to be fair and reasonable in the event that the Manager determines or has reason to believe that: (i) such Class A Member has attempted to effect a transfer Transfer of, or a transfer Transfer has occurred with respect to, any portion of such Class A Member’s interest in the Company Interest in violation of this Agreement; (ii) continued ownership of such interest in the Company Interest by such Member is reasonably likely to cause the Company to be in violation of securities laws of the United States or any other relevant jurisdiction or the rules of any self-self- regulatory organization applicable to the Manager or an affiliateits Affiliates; (iii) continued ownership of an interest in the Company such Interest by such Class A Member may be harmful or injurious to the business or reputation of the Company or the Manager, or may subject the Company or any Member Class A Members to a risk of adverse tax or other fiscal consequence, including without limitation, adverse consequence under ERISA; (iv) any of the representations or warranties made by such Member under this agreement or under any Subscription Agreement signed by such Class A Member in connection with the acquisition of an Interest was not true when made or has ceased to be true; (v) any portion of such Members interest in the Company Class A Member’s Interest has vested in any other person Person by reason of the bankruptcy, dissolution, incompetency or death of such Class A Member; (vi) the Member’s continued ownership of its interest in the Company would cause the Company to be required to register as an “Investment Company” under the Investment Company Act; or (viivi) it would not be in the best interests of the Company, as determined by the Manager, for such Class A Member to continue ownership of its interest in the CompanyInterest.