Common use of Committees of Board of Managers Clause in Contracts

Committees of Board of Managers. (a) The Board may designate one or more committees, including an Audit Committee (the “Audit Committee”) and such other committees as the Board shall from time to time designate, each such committee to consist of one or more of the Managers of the Company. The Board may designate one or more additional committees to examine particular issues relating to the Board’s oversight responsibilities, from time to time. (b) Any such committee, to the extent provided in the resolution of the Board establishing such committee, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company. All committees of the Board shall keep minutes of their meetings and shall report their proceedings to the Board when requested or required by the Board. Each committee of the Board may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the Board designating such committee. Unless otherwise provided in such a resolution, the presence of the greater of one-third or two members of the committee shall be necessary to constitute a quorum unless the committee shall consist of one or two members, in which event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present at a meeting of the committee at which a quorum is present. Unless otherwise provided in such a resolution, in the event that a member of the committee and that member’s alternate, if alternates are designated by the Board, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified member; provided, however, that if required by the terms of this Agreement or the Investment Company Act, such appointed member shall be a Manager who is not an “interested person” (as defined in Section 2(a)(19) of the Investment Company Act) (an “Independent Manager”).

Committees of Board of Managers. (a) The Board may designate one or more committees, including an Audit Committee (the “Audit Committee”) and such other committees as the Board shall from time to time designate, each such committee to consist of one or more of the Managers of the Company. The Board may designate one or more additional committees to examine particular issues relating to the Board’s oversight responsibilities, from time to time. (b) Any such committee, to the extent provided in the resolution of the Board establishing such committee, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company. All committees of the Board shall keep minutes of their meetings and shall report their proceedings to the Board when requested or required by the Board. Each committee of the Board may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the Board designating such committee. Unless otherwise provided in such a resolution, the presence of the greater of one-third or two members of the committee shall be necessary to constitute a quorum unless the committee shall consist of one or two members, in which event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present at a meeting of the committee at which a quorum is present. Unless otherwise provided in such a resolution, in the event that a member of the committee and that member’s alternate, if alternates are designated by the Board, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified member; provided, however, that if required by the terms of this Agreement or the Investment Company Act, such appointed member shall be a Manager who is not an “interested person” (as defined in Section 2(a)(19) of the Investment Company Act) (an “Independent Manager”).