Common use of Management; Delegation of Power and Authority to the Organizer and the Advisor Clause in Contracts

Management; Delegation of Power and Authority to the Organizer and the Advisor. (a) Management of the Fund is vested in the Administrator. The Administrator shall be a "manager" within the meaning of Section 18-101(10) of the Act. The Administrator has the power and authority to (i) delegate to one or more other Persons any and all of the Administrator’s rights, powers and duties to manage and control the business and affairs of the Fund, (ii) delegate any matters or actions that it is authorized to perform under this Agreement to employees or agents of the Administrator, and (iii) appoint any Persons, with titles as the Administrator may select, to act on behalf of the Fund, with power and authority as the Administrator may delegate from time to time. Any such delegation may be irrespective of whether the Administrator has a conflict of interest which respect to the matter as to which its rights, powers, or duties are being delegated and the Persons to whom any such rights, powers or duties are being delegated shall not be deemed conflicted solely by reason of any conflict of interest of the Administrator. The Administrator may engage, appoint, employ, contract, or otherwise deal with the Platform or another service provider to perform certain administrative functions for the Fund, including but not limited to accounting, financial reporting, recording capital contributions and preparing capital account statement, and filing taxes. (b) Subject to any provisions of this Agreement and in accordance with the Advisory Agreement, the Administrator delegates to the Advisor broad power and authority over the Fund investment decision, deployment of Fund assets, and any decisions the Fund may be asked to make as holder of the Portfolio Company Securities, including Distributions. If the Administrator is unable to obtain advice from the Advisor or Organizer, as applicable, regarding such decision within ten (10) days from a request for advice or such earlier deadline as provided by a third party, then the Fund may poll, at the Administrator’s discretion, the Members, and will follow the decision of a Majority in Interest; provided that a Majority in Interest respond within five (5) days following such poll; provided, further, that the Administrator shall have the discretion to extend or decrease (in exigent circumstances) the poll period in its sole discretion. If no Members respond, then the Fund will follow the majority vote of other holders of Portfolio Company Securities asked to participate in the decision. (c) The Administrator also delegates to the Organizer the strategic business operations of the Fund including, but not limited to, engagement with a third party, the admission of Members, the determination of the date of the dissolution of the Fund, and the allocation of specific Net Income and Net Loss. Further, the Organizer hereby directs the Administrator to enter into, on behalf of the Fund, such Administrator's standard services agreements for the creation and management of this Fund, including the Administrator's standard Master Services Agreement and Statements of Work, as may be revised from time to time, digital copies of which shall be made available to Members, the Organizer and the Adviser upon request. (d) Any delegation may be rescinded at any time by the Administrator. (e) Any delegation by the Administrator shall not cause the Administrator to cease to be a “manager” (as defined in the Act) of the Fund or cause any Person to whom any such rights, powers and duties have been delegated to be a “manager” (as defined in the Act) of the Fund. (f) For any decisions delegated to the Advisor or the Organizer, as applicable, the Administrator shall act upon their instruction and/or advice which may be communicated electronically. (g) If there is an Advisor designated on Exhibit D, it may delegate any matters or actions that it is authorized to perform under this Agreement to the Organizer. (h) Third parties dealing with the Fund may rely conclusively upon any certificate of the Administrator to the effect that it is acting on behalf of the Fund. The signature of the Administrator will be sufficient to bind the Fund in every manner to any agreement or on any document, provided that the Administrator may delegate such authority to the Organizer, the Advisor and any other party from time to time. (i) Notwithstanding any other provision of this Agreement or otherwise applicable provision of law or equity, whenever in this Agreement, the Administrator, the Organizer, or the Advisor is permitted or required to make a decision (i) in its “sole discretion” or “discretion” or under a grant of similar authority or latitude, the Administrator, the Organizer, or the Advisor will be entitled to consider only those interests and factors as it desires, including its own interests, and will, to the fullest extent permitted by applicable law, have no duty or obligation to give any consideration to any interest of or factors affecting the Fund or the Members, or (ii) in its “good faith” or under another expressed standard, the Administrator, the Organizer, or the Advisor, as applicable, shall act under that express standard and will not be subject to any other or different standards. Unless otherwise expressly stated, for purposes of this Article IV.1(i), the Administrator, the Organizer, and the Advisor will each be deemed to be permitted or required to make all decisions hereunder in its sole discretion.

Management; Delegation of Power and Authority to the Organizer and the Advisor. (a) Management of the Fund is vested in the Administrator. The Administrator shall be a "manager" within the meaning of Section 18-101(10) of the Act. The Administrator has the power and authority to to (i) delegate to one or more other Persons any and all of the Administrator’s rights, powers and duties to manage and control the business and affairs of the Fund, (ii) delegate any matters or actions that it is authorized to perform under this Agreement to employees or agents of the Administrator, and (iii) appoint any Persons, with titles as the Administrator may select, to act on behalf of the Fund, with power and authority as the Administrator may delegate from time to time. Any such delegation may be irrespective of whether the Administrator has a conflict of interest which respect to the matter as to which its rights, powers, or duties are being delegated and the Persons to whom any such rights, powers or duties are being delegated shall not be deemed conflicted solely by reason of any conflict of interest of the Administrator. The Administrator may engage, appoint, employ, contract, or otherwise deal with the Platform or another service provider to perform certain administrative functions for the Fund, including but not limited to accounting, financial reporting, recording capital contributions and preparing capital account statement, and filing taxes. (b) Subject to any provisions of this Agreement and in accordance with the Advisory Agreement, the Administrator delegates to the Advisor broad power and authority over the Fund investment decision, deployment of Fund assets, and any decisions the Fund may be asked to make as holder of the Portfolio Company Investment Securities, including Distributions. If the Administrator is unable to obtain advice from the Advisor or Organizer, as applicable, regarding such decision within ten (10) days from a request for advice or such earlier deadline as provided by a third party, then the Fund may poll, at the Administrator’s discretion, the Members, and will follow the decision of a Majority in Interest; provided that a Majority in Interest respond within five (5) days following such poll; provided, further, that the Administrator shall have the discretion to extend or decrease (in exigent circumstances) the poll period in its sole discretion. If no Members respond, then the Fund will follow the majority vote of other holders of Portfolio Company Securities asked to participate in the decision. (c) The Administrator also delegates to the Organizer the strategic business operations of the Fund including, but not limited to, engagement with a third party, the admission of Members, the determination of the date of the dissolution of the Fund, and the allocation of specific Net Income and Net Loss, to the Organizer. Further, the Organizer hereby directs the Administrator to enter into, on behalf of the Fund, such Administrator's standard services agreements for the creation and management of this Fund, including the Administrator's standard Master Services Agreement and Statements of Work, as may be revised from time to time, digital copies of which shall be made available to Members, the Organizer and the Adviser upon request. (d) Any delegation may be rescinded at any time by the Administrator. (e) Any delegation by the Administrator shall not cause the Administrator to cease to be a “manager” (as defined in the Act) of the Fund or cause any Person to whom any such rights, powers and duties have been delegated to be a “manager” (as defined in the Act) of the Fund. (f) For any decisions delegated to the Advisor or the Organizer, as applicable, the Administrator shall act upon their instruction and/or advice which may be communicated electronically. (g) If the Administrator is unable to obtain advice from the Organizer or Advisor, as applicable, regarding such decision within ten (10) days from a request for advice or such earlier deadline as provided by a third party, then the Fund may poll, at the Administrator’s discretion, the Members, and will follow the decision of a Majority in Interest; provided that a Majority in Interest respond within five (5) days following such poll; provided, further, that the Administrator shall have the discretion to extend or decrease (in exigent circumstances) the poll period in its sole discretion. If no Members respond, then the Fund will follow the majority vote of other holders of Portfolio Investment Securities asked to participate in the decision. (h) If there is an Advisor designated on Exhibit D, it may delegate any matters or actions that it is authorized to perform under this Agreement to the Organizer. (hi) Third parties dealing with the Fund may rely conclusively upon any certificate of the Administrator to the effect that it is acting on behalf of the Fund. The signature of the Administrator will be sufficient to bind the Fund in every manner to any agreement or on any document, provided that the Administrator may delegate such authority to the Organizer, the Advisor and any other party from time to time. (ij) Notwithstanding any other provision of this Agreement or otherwise applicable provision of law or equity, whenever in this Agreement, the Administrator, the Organizer, or the Advisor is permitted or required to make a decision (i) in its “sole discretion” or “discretion” or under a grant of similar authority or latitude, the Administrator, the Organizer, or the Advisor will be entitled to consider only those interests and factors as it desires, including its own interests, and will, to the fullest extent permitted by applicable law, have no duty or obligation to give any consideration to any interest of or factors affecting the Fund or the Members, or (ii) in its “good faith” or under another expressed standard, the Administrator, the Organizer, or the Advisor, as applicable, shall act under that express standard and will not be subject to any other or different standards. Unless otherwise expressly stated, for purposes of this Article IV.1(iIV.1(j), the Administrator, the Organizer, and the Advisor will each be deemed to be permitted or required to make all decisions hereunder in its sole discretion.