Common use of Activities of the Managing Member Associates; Conflicts of Interest Clause in Contracts

Activities of the Managing Member Associates; Conflicts of Interest. In connection with the investment activities of the Company, the Managing Member shall employ the services of Good Xxxxxxx Capital Management, Inc (the “Investment Manager”) to assist in the identification, due diligence, acquisition, investment management and disposition of Company Assets. Pursuant to the terms of the Investment Management Agreement, the Investment Manager will be entitled to receive certain fees and expenses, which shall be payable from the Managing Member’s share of Net Income and directed to the Investment Manager. Each Member and Assignee shall be deemed to have: (a) given full and informed consent to each action and practice involving an actual or potential conflict between the interests of the Managing Member and the Investment Manager, on the one hand, and any one or more of the Company, the Class A Members and the Assignees, on the other hand; and (b) agreed not to object to any such action or practice, and not to bring or participate in bringing any Proceeding against any the Managing Member, any Managing Member Associate, the Investment Manager or the Company, on the grounds that such action or practice involves or involved a breach of the fiduciary duty of loyalty on the part of the Managing Member or any other Managing Member Associate, if: (i) such action or practice is described in this Agreement; (ii) such action or practice was described in the Offering Circular (if any) relating in effect at the time such Class A Member was admitted as a Class A Member or at the time such Assignee became an Assignee; or (iii) the Managing Member has given Notification to the Class A Members, at least thirty (30) calendar days prior to taking such action or implementing such practice, setting forth, in reasonable detail, all material facts relating to such action or practice.

Activities of the Managing Member Associates; Conflicts of Interest. In connection with the investment activities of the Company, the Managing Member shall employ the services of Good Xxxxxxx Capital Management, Inc (the “"Investment Manager”") to assist in the identification, due diligence, acquisition, investment management and disposition of Company Assets. Pursuant to the terms of the Investment Management Agreement, the Investment Manager will be entitled to receive certain fees and expenses, which shall be payable from the Managing Member’s 's share of Net Income and directed to the Investment Manager. Each Member and Assignee shall be deemed to have: (a) given full and informed consent to each action and practice involving an actual or potential conflict between the interests of the Managing Member and the Investment Manager, on the one hand, and any one or more of the Company, the Class A Members and the Assignees, on the other hand; and (b) agreed not to object to any such action or practice, and not to bring or participate in bringing any Proceeding against any the Managing Member, any Managing Member Associate, the Investment Manager or the Company, on the grounds that such action or practice involves or involved a breach of the fiduciary duty of loyalty on the part of the Managing Member or any other Managing Member Associate, if: (i) such action or practice is described in this Agreement; (ii) such action or practice was described in the Offering Circular (if any) relating in effect at the time such Class A Member was admitted as a Class A Member or at the time such Assignee became an Assignee; or (iii) the Managing Member has given Notification to the Class A Members, at least thirty (30) calendar days prior to taking such action or implementing such practice, setting forth, in reasonable detail, all material facts relating to such action or practice.