Common use of OBLIGATIONS OF MANAGER; RESTRICTIONS Clause in Contracts

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall refrain from any action that, in its sole judgment made in good faith, (i) would adversely affect the Company’s status as an entity excluded from investment company status under the Investment Company Act or (ii) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Governing Instruments. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely affect such status or violate any such law, rule or regulation or the Governing Instruments. Notwithstanding the foregoing, the Manager, its directors, officers, stockholders and employees shall not be liable to the Company or any Subsidiary, the Board of Directors, or the Company’s members, for any act or omission by the Manager, its directors, officers, stockholders or employees except as provided in Section 11 of this Agreement.