Common use of Certain Conflicts of Interest Clause in Contracts

Certain Conflicts of Interest. (a) Except as may be provided herein or as otherwise addressed by the Company’s conflicts of interest policies, the Company may not engage in any transaction involving a Conflict of Interest without first submitting such transaction to the Manager’s investment committee for Special Approval. The resolution of any Conflict of Interest approved by Special Approval shall be conclusively deemed to be fair and reasonable to the Company and the Members and not a breach of any duty hereunder at law, in equity or otherwise. Notwithstanding the above, to the extent required by applicable law and as specifically required in this Section 5.9, the Manager shall appoint an independent representative (the “Independent Representative”) to review and approve any transaction involving certain Conflicts of Interest. Notwithstanding the requirements set forth in this Section 5.9(a), except as otherwise provided in Sections 5.9(b) and (c), without obtaining Special Approval, the Company may, acquire investments from any of its Affiliates with the approval of an Independent Representative.