Counsel to the Fund. Counsel to the Investment Manager may also be counsel to the Fund or any Affiliate of the Fund. The Investment Manager may execute on behalf of the Fund and the Members any consent to the representation of the Investment Manager that counsel may request pursuant to the applicable rules of professional conduct in any jurisdiction (the “Rules”). The Fund has initially selected Eversheds Xxxxxxxxxx (US) LLP and Akin Gump Xxxxxxx Xxxxx & Xxxx LLP as legal counsel to the Fund (together with any additional or different legal counsel that the Fund may from time to time engage as legal counsel to the Fund, the “Fund Counsel”). Each Member acknowledges that the Fund Counsel does not represent any Member with respect to the Fund in the absence of a clear and explicit agreement to such effect between the Member and the Fund Counsel (and then only to the extent specifically set forth in that agreement), and that in the absence of any such agreement the Fund Counsel shall owe no duties to a Member with respect to the Fund. In the event any dispute or controversy arises between the Fund (or an Affiliate of the Fund) and any Member that the Fund Counsel represents, then each Member agrees that the Fund Counsel shall represent the Fund (or such Affiliate of the Fund) in any such dispute or controversy to the extent permitted by the Rules, and each Member hereby consents to such representation.
Counsel to the Fund. Counsel to the Fund may also be counsel to the Managing Member or any Affiliate of the Managing Member. The Managing Member may execute on behalf of the Company and the Unitholders any consent to the representation of the Fund that counsel may request pursuant to the California Rules of Professional Conduct or similar rules in any other jurisdiction (“Rules”). Xxxxxxxxxxx Xxxxx & Xxxxxxxx LLP previously served, and Xxxxxxx Xxxxx & Xxxxx LLP presently serves, as legal counsel to the Fund (“Counsel”). Each Unitholder acknowledges that Counsel does not represent any Unitholder in the absence of a clear and explicit agreement to such effect between the Unitholder and Counsel, and that in the absence of any such agreement, Counsel will owe no duties directly to a Unitholder. In the event any dispute or controversy arises between any Members and the Fund, or between any Unitholders or the Fund, on the one hand, and the Managing Member (or Affiliate of the Managing Member) that Counsel represents, on the other hand, then each Member agrees that Counsel may represent either the Fund or such Managing Member (or its Affiliate), in any such dispute or controversy to the extent permitted by the Rules, and each Member hereby consents to such representation. Each Unitholder further acknowledges that Counsel has not represented the interests of any Unitholder and hereby waives any conflict of interest with respect to Counsel’s representation of the Fund.
