Common use of Control by the Secured Party Clause in Contracts

Control by the Secured Party. This section is intended by the LLC and the Secured Party to grant “control” of any SPV securities issued under this MOU to the Secured Party for purposes of perfection of the Secured Party’s security interest therein pursuant to Article 8 and Article 9 of the UCC. The Secretary acknowledges that it has been advised of the LLC’s grant to the Secured Party of a security interest in the LLC’s SPV securities pursuant to the Security Agreement between the LLC and Secured Party. Unless and until the Secretary receives a written Notice of Exclusive Control from the Secured Party pursuant to the next paragraph, notifying the Secretary that the Secured Party is exercising its right to exclusive control over the LLC’s SPV securities, or if any previous Notices of Exclusive Control have been revoked or rescinded in writing by the Secured Party, the Secretary shall take actions with respect to SPV securities upon the instructions of the Managing Member as provided in this MOU. Upon receipt by the Secretary of a Notice of Exclusive Control, the Secretary shall thereafter (unless such Notice of Exclusive Control is revoked or rescinded in writing by the Secured Party) follow only those Requests for Investment, Requests for Redemption, or other communications received from the Secured Party and signed by an Authorized Secured Party Official (following the same process as otherwise specified in this MOU for documents to be signed and submitted by the LLC or the Managing Member), without further consent of the LLC or the Managing Member. Thereafter, the Secretary will not comply with Requests for Investment, Requests for Redemption, or other communications originated by the LLC or the Managing Member. The Secretary shall have no responsibility or liability to the LLC or the Managing Member for complying with a Notice of Exclusive Control or complying with Requests for Investment, Requests for Redemption, or other communications originated by the Secured Party after the Secretary has received a Notice of Exclusive Control from the Secured Party that has not been revoked or rescinded. Notwithstanding anything to the contrary herein, the Secretary may comply with a Request for Investment, Request for Redemption, or other communication originated by the LLC or the Managing Member that was received by the Fiscal Service in accordance with this MOU prior to receiving the Notice of Exclusive Control in the event that the Secretary has initiated any actions necessary to comply and cannot reasonably halt such actions. For the avoidance of doubt “communications” for purposes of this paragraph include “instructions” as such term is used in Article 9 of the UCC.