Common use of Obligations of the Manager Clause in Contracts

Obligations of the Manager. (a) Subject always to the oversight and supervision of the Board of Directors of the Company and the terms and conditions of this Agreement, the Manager shall during the term of this Agreement (i) perform the Services as set forth in Section 3.1(b) below and (ii) comply with the provisions of the LLC Agreement, as amended from time to time, and the operational objectives and business plans of the Company in existence from time to time. The Company shall promptly provide the Manager with all amendments to the LLC Agreement and all stated operational objectives and business plans of the Company approved by the Board of Directors of the Company and any other available information reasonably requested by the Manager. (b) Subject to Sections 3.4 and 3.6 hereof and Article VII, the Manager agrees and covenants that it shall perform the following services (as may be modified from time to time pursuant to Section 3.5 hereof, the “Services”): (i) manage the Company’s day-to-day business and operations, including managing its liquidity and capital resources and causing the Company to comply with applicable law; (ii) identify, evaluate, manage, perform due diligence on, negotiate and oversee the acquisitions of target businesses by the Company and any other investments of the Company; (iii) evaluate, manage, negotiate and oversee the disposition of all or any part of the property, assets or investments of the Company, including dispositions of all or any part of the Company’s Subsidiaries; (iv) evaluate and oversee the financial and operational performance of any of the Company’s Subsidiaries, including monitoring the business and operations thereof, and the financial performance of any of the Company’s other investments; (v) provide, on the Company’s behalf, managerial assistance to its Subsidiaries; (vi) provide or second, as determined necessary by the Manager and in accordance with the terms and conditions of this Agreement and the LLC Agreement, employees of the Manager to serve as executive officers or other employees of the Company or as members of the Company’s Board of Directors; and (vii) perform any other services for and on behalf of the Company to the extent that such services are consistent with those that are customarily performed by the executive officers and employees of a publicly listed or quoted Person. The foregoing Services shall include, but are not limited to, the following: (1) establishing and maintaining books and records of the company in accordance with customary practice and GAAP; (2) recommend to the Company’s Board of Directors (x) capital raising activities, including the issuance of debt or equity securities of the Company, the entry into credit facilities or other credit arrangements, structured financings or other capital market transactions, (y) changes or other modifications in the capital structure of the Company, including repurchases; (3) recommend to the Company’s Board of Directors the engagement of or, if approval is not otherwise required hereunder, engage agents, consultants or other third party service providers to the Company, including accountants, lawyers or experts, in each case, as may be necessary by the Company from time to time; (4) maintain the Company’s property and assets in the Ordinary Course of Business; (5) make recommendations to the Company’s Board of Directors with respect to the exercise of voting rights to which the Company is entitled to vote in respect of its investments; (6) manage or oversee litigation, administrative or regulatory proceedings, investigations or any other reviews of the Company’s business or operations that may arise in the Ordinary Course of Business or otherwise, subject to the approval of the Company’s Board of Directors to the extent necessary in connection with the settlement, compromise, consent to the entry of an order or judgment or other agreement resolving any of the foregoing; (7) establish and maintain appropriate insurance policies with respect to the Company’s business and operations; (8) recommend to the Company’s Board of Directors the payment of dividends or other distributions on the equity interests of the Company; and (9) attend to the timely calculation and payment of taxes payable, and the filing of all taxes return due, by the Company. (c) In connection with the performance of its obligations under this Agreement, the Manager shall be required to obtain authorization and approval of the Company’s Board of Directors in accordance with the Company’s internal policy regarding action requiring Board of Directors approval, as otherwise required by any such Board of Directors (or any applicable committee thereof) or the Company’s officers or as otherwise required by applicable law. (d) In connection with the performance of the Services under this Agreement, the Manager shall have all necessary power and authority to perform, or cause to be performed, such Services on behalf of the Company. (e) In connection with the performance of its obligations under this Agreement, the Manager is not permitted to engage in any activities that would cause it to become an “investment adviser” as defined in Section 202(a)(11) of the Investment Advisers Act, or any successor provision thereto. (f) While the Manager is providing the Services under this Agreement, the Manager shall also be permitted to provide services, including services similar to the Services covered hereby, to other Persons, including Affiliates of the Manager. This Agreement and the Manager’s obligation to provide the Services under this Agreement shall not create an exclusive relationship between the Manager and its Affiliates, on the one hand, and the Company and its Subsidiaries, on the other.

Obligations of the Manager. (a) Subject always to the oversight and supervision of the Board of Directors of the Company and the terms and conditions of this Agreement, the Manager shall during the term of this Agreement (i) perform the Services as set forth in Section 3.1(b) below and (ii) comply with the provisions of the LLC Agreement, as amended from time to time, and the operational objectives and business plans of the Company in existence from time to time. The Company shall promptly provide the Manager with all amendments to the LLC Agreement and all stated operational objectives and business plans of the Company approved by the Board of Directors of the Company and any other available information reasonably requested by the Manager. (b) Subject to Sections 3.4 and 3.6 hereof and Article VII, the Manager agrees and covenants that it shall perform the following services (as may be modified from time to time pursuant to Section 3.5 hereof, the “Services”): (i) manage the Company’s day-to-day business and operations, including managing its liquidity and capital resources and causing the Company to comply with applicable law; (ii) identify, evaluate, manage, perform due diligence on, negotiate and oversee the acquisitions of target businesses by the Company and any other investments of the Company; (iii) evaluate, manage, negotiate and oversee the disposition of all or any part of the property, assets or investments of the Company, including dispositions of all or any part of the Company’s Subsidiaries; (iv) evaluate and oversee the financial and operational performance of any of the Company’s Subsidiaries, including monitoring the business and operations thereof, and the financial performance of any of the Company’s other investments; (v) provide, on the Company’s behalf, managerial assistance to its Subsidiaries; (vi) provide or second, as determined necessary by the Manager and in accordance with the terms and conditions of this Agreement and the LLC Agreement, employees of the Manager to serve as executive officers or other employees of the Company or as members of the Company’s Board of Directors; and (viivi) perform any other services for and on behalf of the Company to the extent that such services are consistent with those that are customarily performed by the executive officers and employees of a publicly listed or quoted Person. The foregoing Services shall include, but are not limited to, the following: (1) establishing and maintaining books and records of the company Company in accordance with customary practice and GAAP; (2) recommend to the Company’s Board of Directors (x) capital raising activities, including the issuance of debt or equity securities of the CompanyCompany or the Trust, the entry into credit facilities or other credit arrangements, structured financings or other capital market transactions, (y) changes or other modifications in the capital structure of the Company, including repurchases; (3) recommend to the Company’s Board of Directors the engagement of or, if approval is not otherwise required hereunder, engage agents, consultants or other third party service providers to the Company, including accountants, lawyers or experts, in each case, as may be necessary by the Company from time to time; (4) maintain the Company’s property and assets in the Ordinary Course of Business; (5) make recommendations to the Company’s Board of Directors with respect to the exercise of voting rights to which the Company is entitled to vote in respect of its investments; (6) manage or oversee litigation, administrative or regulatory proceedings, investigations or any other reviews of the Company’s business or operations that may arise in the Ordinary Course of Business or otherwise, subject to the approval of the Company’s Board of Directors to the extent necessary in connection with the settlement, compromise, consent to the entry of an order or judgment or other agreement resolving any of the foregoing; (7) establish and maintain appropriate insurance policies with respect to the Company’s business and operations; (8) recommend to the Company’s Board of Directors the payment of dividends or other distributions on the equity interests of the Company; and (9) attend to the timely calculation and payment of taxes payable, and the filing of all taxes return due, by the Company. (c) In connection with the performance of its obligations under this Agreement, the Manager shall be required to obtain authorization and approval of the Company’s Board of Directors in accordance with the Company’s internal policy regarding action requiring Board of Directors approval, as otherwise required by any such Board of Directors (or any applicable committee thereof) or the Company’s officers or as otherwise required by applicable law. (d) In connection with the performance of the Services under this Agreement, the Manager shall have all necessary power and authority to perform, or cause to be performed, such Services on behalf of the Company. (e) In connection with the performance of its obligations under this Agreement, the Manager is not permitted to engage in any activities that would cause it to become an “investment adviser” as defined in Section 202(a)(11) of the Investment Advisers Act, or any successor provision thereto. (f) While the Manager is providing the Services under this Agreement, the Manager shall also be permitted to provide services, including services similar to the Services covered hereby, to other Persons, including Affiliates of the Manager, but the Manager shall not render any services to any other Person on behalf of the Company. This Agreement and the Manager’s obligation to provide the Services under this Agreement shall not create an exclusive relationship between the Manager and its Affiliates, on the one hand, and the Company and its Subsidiaries, on the other.

Obligations of the Manager. (a) Subject always to the oversight and supervision of the Board of Directors of the Company and the terms and conditions of this Agreement, the Manager shall during the term of this Agreement (i) perform the Services as set forth in Section 3.1(b) below and (ii) comply with the provisions of the LLC Agreement, as amended from time to time, and the operational objectives and business plans of the Company in existence from time to time. The Company shall promptly provide the Manager with all amendments to the LLC Agreement and all stated operational objectives and business plans of the Company approved by the Board of Directors of the Company and any other available information reasonably requested by the Manager. (b) Subject to Sections 3.4 and 3.6 hereof and Article VII, the Manager agrees and covenants that it shall perform the following services (as may be modified from time to time pursuant to Section 3.5 hereof, the “Services”): (i) manage the Company’s day-to-day business and operations, including managing its liquidity and capital resources and causing the Company to comply with applicable law; (ii) identify, evaluate, manage, perform due diligence on, negotiate and oversee the acquisitions of target businesses by the Company and any other investments assets of the Company; provided, that the Manager shall not advise the Company as to whether or not such acquisitions shall be structured as asset acquisitions or the acquisition of securities or otherwise and all such determinations will be made by the Company based on legal, tax and other considerations and the advice of the Company’s accounting, legal and other advisors; (iii) evaluate, manage, negotiate and oversee the disposition of all or any part of the property, property or assets or investments of the Company, including dispositions of all or any part of the Company’s Subsidiaries; provided, that the Manager shall not advise the Company as to whether or not such dispositions shall be structured as asset sales or the sales of securities or otherwise and all such determinations will be made by the Company based on legal, tax and other considerations and the advice of the Company’s accounting, legal and other advisors; (iv) evaluate and oversee the financial and operational performance of any of the Company’s Subsidiaries, including monitoring the business and operations thereof, and the financial performance of any of the Company’s other investmentsassets; (v) provide, on the Company’s behalf, managerial assistance to its Subsidiaries; (vi) provide or second, as determined necessary by the Manager and in accordance with the terms and conditions of this Agreement and the LLC Agreement, employees of the Manager to serve as executive officers or other employees of the Company or as members of the Company’s Board of Directors; and (viivi) subject to the other provisions of this Agreement, perform any other services for and on behalf of the Company to the extent that such services are consistent with those that are customarily performed by the executive officers and employees of a publicly listed or quoted Person. The foregoing Services shall include, but are not limited to, the following: (1) establishing and maintaining books and records of the company Company in accordance with customary practice and GAAP; (2) recommend to the Company’s Board of Directors (x) capital raising activities, including the issuance of debt or equity securities of the Company, [the entry into credit facilities or other credit arrangements, structured financings or other capital market transactionstransactions to the extent consistent with this Agreement, (y) changes or other modifications in the capital structure of the Company, including repurchases; (3) recommend to the Company’s Board of Directors the engagement of or, if approval is not otherwise required hereunder, engage agents, consultants or other third party service providers to the Company, including accountants, lawyers lawyers, registered investment advisers or experts, in each case, as may be necessary by the Company from time to time; (4) maintain the Company’s property and assets in the Ordinary Course of Business; (5) make recommendations to the Company’s Board of Directors with respect to the exercise of voting rights to which the Company is entitled to vote in respect of its investments; (6) manage or oversee litigation, administrative or regulatory proceedings, investigations or any other reviews of the Company’s business or operations that may arise in the Ordinary Course of Business or otherwise, subject to the approval of the Company’s Board of Directors to the extent necessary in connection with the settlement, compromise, consent to the entry of an order or judgment or other agreement resolving any of the foregoing; (76) establish and maintain appropriate insurance policies with respect to the Company’s business and operations; (8) 7) recommend to the Company’s Board of Directors the payment of dividends or other distributions on the equity interests of the Company; and (9) 8) attend to the timely calculation and payment of taxes payable, and the filing of all taxes return due, by the Company. (c) In connection with the performance of its obligations under this Agreement, the Manager shall be required to obtain authorization and approval of the Company’s Board of Directors in accordance with the Company’s internal policy regarding action requiring Board of Directors approval, as otherwise required by any such Board of Directors (or any applicable committee thereof) or the Company’s officers or as otherwise required by applicable law. (d) In connection with the performance of the Services under this Agreement, the Manager shall have all necessary power and authority to perform, or cause to be performed, such Services on behalf of the Company. (e) In connection with the performance of its obligations under this Agreement, the Manager is not permitted to to, and nothing in this Agreement shall require the Manager to, engage in any activities that would cause it to become an “investment adviser” as defined in Section 202(a)(11) of the Investment Advisers Act, or any successor provision thereto. It is expressly acknowledged and agreed by the Company that the Manager shall not advise the Company as to the value of securities or as to the advisability of investing in, purchasing, or selling securities. (f) While the Manager is providing the Services under this Agreement, the Manager shall also be permitted to provide services, including services similar to the Services covered hereby, to other Persons, including Affiliates of the Manager, but the Manager shall not render any services to any other Person on behalf of the Company. This Agreement and the Manager’s obligation to provide the Services under this Agreement shall not create an exclusive relationship between the Manager and its Affiliates, on the one hand, and the Company and its Subsidiaries, on the other.

Obligations of the Manager. a. The Manager shall provide (aor cause the Fund's Custodian, as defined below, to provide) Subject always timely information to the oversight and supervision Adviser regarding such matters as the composition of assets of the Board of Directors Fund, cash requirements and cash available for investment in the Fund, and all other information as may be reasonably necessary for the Adviser to perform its responsibilities hereunder. b. The Manager has furnished the Adviser a copy of the Company prospectus and statement of additional information of the terms Trust and conditions of this Agreement, the Manager shall agrees during the term continuance of this Agreement (i) perform to furnish the Services as set forth in Section 3.1(b) below Adviser copies of any revisions or supplements thereto at, or, if practicable, before the time the revisions or supplements become effective. No revisions shall be made nor supplements issued regarding the Fund or the Adviser without the prior review and (ii) comply with the provisions approval of the LLC Agreement, as amended from time to time, and the operational objectives and business plans of the Company in existence from time to timeAdviser. The Company shall promptly provide the Manager with all amendments No written materials naming or relating to the LLC Agreement and all stated operational objectives and business plans of the Company Adviser, its employees or its affiliated companies, other than materials provided or approved by the Board of Directors of the Company and any other available information reasonably requested Adviser, shall be used by the Manager. (b) Subject to Sections 3.4 and 3.6 hereof and Article VII, the Fund or their affiliates in offering or marketing shares of the Fund. The Manager agrees to furnish the Adviser with minutes of meetings of the Trustees applicable to the Fund to the extent they may affect the duties of the Adviser, and covenants that it shall perform the following services (as may be modified from time to time pursuant to Section 3.5 hereof, the “Services”): (i) manage the Company’s day-to-day business and operations, including managing its liquidity and capital resources and causing the Company to comply with applicable law; (ii) identify, evaluate, manage, perform due diligence on, negotiate and oversee the acquisitions copies of target businesses any financial statements or reports made by the Company Fund to its shareholders, and any other further materials or information which the Adviser may reasonably request to enable it to perform its functions under this Agreement. Manager agrees to inform Adviser of any and all applicable state insurance law restrictions on investments that operate to limit or restrict the investments the Fund may otherwise make, and to inform Adviser promptly of any changes in such requirements. The Manager shall provide the Adviser with a copy of the Company; (iii) evaluate, manage, negotiate and oversee Trust's agreement with the disposition of all or any part Custodian designated to hold the assets of the propertyFund (the "Custodian") and any modifications thereto (the "Custody Agreement"), assets or investments copies of such modifications to be provided to the Adviser a reasonable time in advance of the Company, including dispositions effectiveness of all or any part such modifications. The assets of the Company’s Subsidiaries; (iv) evaluate and oversee Fund shall be maintained in the financial and operational performance of any custody of the Company’s SubsidiariesCustodian identified in, including monitoring the business and operations thereof, and the financial performance of any of the Company’s other investments; (v) provide, on the Company’s behalf, managerial assistance to its Subsidiaries; (vi) provide or second, as determined necessary by the Manager and in accordance with the terms and conditions of this of, the Custody Agreement and (or any sub-custodian properly appointed as provided in the LLC Custody Agreement, employees ). The Adviser shall have no liability for the acts or omissions of the Manager to serve as executive officers Custodian unless such act or other employees of the Company or as members of the Company’s Board of Directors; and (vii) perform any other services for omission is required by and on behalf of the Company to the extent that such services are consistent with those that are customarily performed by the executive officers taken in reliance upon and employees of a publicly listed or quoted Person. The foregoing Services shall include, but are not limited to, the following: (1) establishing and maintaining books and records of the company in accordance with customary practice and GAAP; (2instruction(s) recommend given to the Company’s Board of Directors (x) capital raising activities, including the issuance of debt or equity securities Custodian by a representative of the Company, Adviser properly authorized to give such instruction(s) under the entry into credit facilities or other credit arrangements, structured financings or other capital market transactions, (yCustody Agreement. Any assets added to the Fund shall be delivered directly to the Custodian. The Manager shall perform quarterly and annual tax compliance tests to ensure that the Fund is in compliance with Subchapter M and Section 817(h) changes or other modifications in the capital structure of the Company, including repurchases; (3) recommend to the Company’s Board of Directors the engagement of or, if approval is not otherwise required hereunder, engage agents, consultants or other third party service providers to the Company, including accountants, lawyers or experts, in each case, as may be necessary by the Company from time to time; (4) maintain the Company’s property and assets in the Ordinary Course of Business; (5) make recommendations to the Company’s Board of Directors with respect to the exercise of voting rights to which the Company is entitled to vote in respect of its investments; (6) manage or oversee litigation, administrative or regulatory proceedings, investigations or any other reviews of the Company’s business or operations that may arise in the Ordinary Course of Business or otherwise, subject to the approval of the Company’s Board of Directors to the extent necessary in connection with the settlement, compromise, consent to the entry of an order or judgment or other agreement resolving any of the foregoing; (7) establish and maintain appropriate insurance policies with respect to the Company’s business and operations; (8) recommend to the Company’s Board of Directors the payment of dividends or other distributions on the equity interests of the Company; and (9) attend to the timely calculation and payment of taxes payable, and the filing of all taxes return due, by the Company. (c) Code. In connection with the performance of its obligations under this Agreementsuch compliance tests, the Manager shall be required prepare and provide reports to obtain authorization and approval the Adviser within ten (10) business days of a calendar quarter end relating to the diversification of the Company’s Board of Directors in accordance with the Company’s internal policy regarding action requiring Board of Directors approval, as otherwise required by any such Board of Directors (or any applicable committee thereof) or the Company’s officers or as otherwise required by applicable law. (d) In connection with the performance of the Services Fund under this Agreement, the Manager shall have all necessary power Subchapter M and authority to perform, or cause to be performed, such Services on behalf of the Company. (e) In connection with the performance of its obligations under this Agreement, the Manager is not permitted to engage in any activities that would cause it to become an “investment adviser” as defined in Section 202(a)(11817(h) of the Investment Advisers Act, or any successor provision thereto. Code (f) While Manager's "Tax Compliance Reports"). The Adviser shall review such reports for purposes of determining compliance with such diversification requirements. If it is determined that the Manager Fund is providing not in compliance with the Services under this Agreementrequirements noted above, the Manager shall also be permitted to provide servicesAdviser, including services similar to the Services covered hereby, to other Persons, including Affiliates of in consultation with the Manager. This Agreement and , will take prompt action to bring the Manager’s obligation to provide Fund back into compliance within the Services time permitted under this Agreement shall not create an exclusive relationship between the Manager and its Affiliates, on Code (the one hand, and the Company and its Subsidiaries, on the otherAdviser's "Tax Compliance Responsibilities").

Obligations of the Manager. (a) Subject always to the oversight direction and supervision approval of the Board of Directors or any officers designated or appointed by the Board of the Company Directors and the terms and conditions of this Agreement, the Manager shall during the term of this Agreement (i) perform the Services as set forth in Section 3.1(b) below and (ii) comply with the provisions of the LLC Agreement, as amended from time to time, and the operational objectives and business plans and goals of the Company in existence from time to timetime and as directed by the Board of Directors. The Company shall promptly provide the Manager with all amendments to the LLC Agreement and all stated operational objectives and business plans of the Company approved by the Board of Directors of the Company and any other available information information, in each case as reasonably requested by the Manager. (b) Subject to Sections 3.4 and 3.6 hereof and Article VIIVII hereof, the Manager agrees and covenants that it shall perform the following services (as may be modified from time to time pursuant to Section 3.5 3.4 hereof, the “Services”): (i) manage the Company’s day-to-day business and operations, including managing its liquidity and capital resources and causing the Company to comply with applicable law; (ii) oversee and manage the ongoing clinical development and preclinical development activities of the Company; (iii) manage the Company’s intellectual property and other assets, including oversight of patent prosecution and other activities; (iv) as approved by the Board of Directors, direct the legal activities of the Company, including defense against ongoing, future and threatened litigation and any potential settlements; (v) as approved by the Board of Directors, identify, evaluate, manage, perform due diligence on, negotiate and oversee the acquisitions of target businesses any assets by the Company and any other investments of the Company; (iiivi) as approved by the Board of Directors, evaluate, manage, negotiate and oversee the disposition of all or any part of the property, assets or investments of the Company, including dispositions evaluating strategies for commercialization of all or any part of the Company’s Subsidiariesassets and business development and licensing activities; (iv) evaluate and oversee the financial and operational performance of any of the Company’s Subsidiaries, including monitoring the business and operations thereof, and the financial performance of any of the Company’s other investments; (v) provide, on the Company’s behalf, managerial assistance to its Subsidiaries; (vivii) provide or second, as determined necessary by agreement of the Manager and the Board of Directors, and in accordance with the terms and conditions of this Agreement and the LLC Agreement, employees of the Manager to serve as executive officers or other employees of the Company or as members of the Company’s Board of Directors; and (viiviii) assuming the Company has a class of securities registered under the Federal Securities Laws, perform any other services for and on behalf of the Company to the extent that such services are consistent with those that are customarily performed by the executive officers and employees of a publicly listed or quoted Person, as determined by the Board of Directors, including preparing and filing SEC reports required by Federal Securities Laws or deemed advisable by the Company’s legal counsel, and signing required certifications to these reports in the capacity of officers of the Company. The foregoing Services shall include, but are not limited to, the following: (1) establishing and maintaining books books, and records and financial statements of the company Company in accordance with customary practice and GAAP; (2) recommend to the Company’s Board of Directors (x) capital raising activities, including the issuance of debt or equity securities of the Company, the entry into credit facilities or other credit arrangements, structured financings or other capital market transactions, transactions and (y) changes or other modifications in the capital structure of the Company, including equity repurchases; (3) recommend to the Company’s Board of Directors the engagement of or, if approval is not otherwise required hereunder, engage agents, consultants or other third party service providers to the Company, including accountants, lawyers or experts, in each case, as may be considered necessary by the Company Board of Directors from time to time; (4) maintain the Company’s property and assets in the Ordinary Course of Business; (5) make recommendations to the Company’s Board of Directors with respect to the exercise of voting rights to which the Company is entitled to vote in respect of its investments; (6) manage or oversee litigation, administrative or regulatory proceedings, investigations or any other reviews of the Company’s business or operations that may arise in the Ordinary Course of Business or otherwise, subject to the approval of the Company’s Board of Directors to the extent necessary in connection with the settlement, compromise, consent to the entry of an order or judgment or other agreement resolving any of the foregoing; (76) establish and maintain appropriate insurance policies with respect to the Company’s business and operations; (8) 7) recommend to the Company’s Board of Directors the payment of dividends or other distributions on the equity interests of the Company; and (9) 8) attend to the timely calculation and payment of taxes payable, and the filing of all taxes return tax returns due, by the Company; (9) manage contract research organizations and scientific consultants conducting clinical development studies; (10) review reports relating to research and development studies; (11) respond to inquiries and requests from independent monitors of clinical research as well as national and international regulatory authorities and; (12) analyze and interpret new research and development results. (c) The Manager will not be required to employ any staff to provide the Services other than the Members. (d) In connection with the performance of its obligations under this Agreement, the Manager shall be required to obtain authorization and approval of the Company’s Board of Directors in accordance consistent with the Company’s internal policy past practices regarding action requiring Board of Directors approval, as otherwise required by any such the Board of Directors (or any applicable committee thereof) or the Company’s officers officers, or as otherwise required by this Agreement or applicable law. (de) In connection with the performance of the Services under this Agreement, the Manager shall have all necessary power and authority to perform, or cause to be performed, such Services on behalf of the Company, subject to Sections 3.1(d) and 4.1(a) hereof. (ef) In connection with the performance of its obligations under this Agreement, the Manager is not permitted to engage in any activities that would cause it the Manager to become an “investment adviser” as defined in Section 202(a)(11) of the Investment Advisers Act, or any successor provision thereto. (fg) While the Manager is providing the Services under this Agreement, the Manager shall also be permitted to provide services, including services similar to the Services covered hereby, to other Persons, including Affiliates of the Manager, but the Manager shall not render any services to any other Person on behalf of the Company. This Agreement and the Manager’s obligation to provide the Services under this Agreement shall not create an exclusive relationship between the Manager and its Affiliates, on the one hand, and the Company and its Subsidiaries, on the other.

Obligations of the Manager. (a) Subject always to the oversight and supervision of the Board of Directors of the Company and the terms and conditions of this Agreement, the Manager shall during the term of this Agreement (i) perform the Services as set forth in Section 3.1(b) below and (ii) comply with the provisions of the LLC Agreement, as amended from time to time, and the operational objectives and business plans of the Company in existence from time to time. The Company shall promptly provide the Manager with all amendments to the LLC Agreement and all stated operational objectives and business plans of the Company approved by the Board of Directors of the Company and any other available information reasonably requested by the Manager. (b) Subject to Sections 3.4 and 3.6 hereof and Article VII, the Manager agrees and covenants that it shall perform the following services (as may be modified from time to time pursuant to Section 3.5 hereof, the “Services”): (i) manage the Company’s day-to-day business and operations, including managing its liquidity and capital resources and causing the Company to comply with applicable law; (ii) identify, evaluate, manage, perform due diligence on, negotiate and oversee the acquisitions of target businesses by the Company and any other investments assets of the Company; (iii) evaluate, manage, negotiate and oversee the disposition of all or any part of the property, property or assets or investments of the Company, including dispositions of all or any part of the Company’s Subsidiaries; (iv) evaluate and oversee the financial and operational performance of any of the Company’s Subsidiaries, including monitoring the business and operations thereof, and the financial performance of any of the Company’s other investmentsassets; (v) provide, on the Company’s behalf, managerial assistance to its Subsidiaries; (vi) provide or second, as determined necessary by the Manager and in accordance with the terms and conditions of this Agreement and the LLC Agreement, employees of the Manager to serve as executive officers or other employees of the Company or as members of the Company’s Board of Directors; and (viivi) subject to the other provisions of this Agreement, perform any other services for and on behalf of the Company to the extent that such services are consistent with those that are customarily performed by the executive officers and employees of a publicly listed or quoted Person. The foregoing Services shall include, but are not limited to, the following: (1) establishing and maintaining books and records of the company Company in accordance with customary practice and GAAP; (2) recommend to the Company’s Board of Directors (x) capital raising activities, including the issuance of debt or equity securities of the Company, the entry into credit facilities or other credit arrangements, structured financings or other capital market transactionstransactions to the extent consistent with this Agreement, (y) changes or other modifications in the capital structure of the Company, including repurchases; (3) recommend to the Company’s Board of Directors the engagement of or, if approval is not otherwise required hereunder, engage agents, consultants or other third party service providers to the Company, including accountants, lawyers lawyers, registered investment advisers or experts, in each case, as may be necessary by the Company from time to time; (4) maintain the Company’s property and assets in the Ordinary Course of Business; (5) make recommendations to the Company’s Board of Directors with respect to the exercise of voting rights to which the Company is entitled to vote in respect of its investments; (6) manage or oversee litigation, administrative or regulatory proceedings, investigations or any other reviews of the Company’s business or operations that may arise in the Ordinary Course of Business or otherwise, subject to the approval of the Company’s Board of Directors to the extent necessary in connection with the settlement, compromise, consent to the entry of an order or judgment or other agreement resolving any of the foregoing; (76) establish and maintain appropriate insurance policies with respect to the Company’s business and operations; (8) 7) recommend to the Company’s Board of Directors the payment of dividends or other distributions on the equity interests of the Company; and (9) 8) attend to the timely calculation and payment of taxes payable, and the filing of all taxes return due, by the Company. (c) In connection with the performance of its obligations under this Agreement, the Manager shall be required to obtain authorization and approval of the Company’s Board of Directors in accordance with the Company’s internal policy regarding action requiring Board of Directors approval, as otherwise required by any such Board of Directors (or any applicable committee thereof) or the Company’s officers or as otherwise required by applicable law. (d) In connection with the performance of the Services under this Agreement, the Manager shall have all necessary power and authority to perform, or cause to be performed, such Services on behalf of the Company. (e) In connection with the performance of its obligations under this Agreement, the Manager is not permitted to to, and nothing in this Agreement shall require the Manager to, engage in any activities that would cause it the Company to become an “investment advisercompany” as defined in Section 202(a)(113(a)(1) of the Investment Advisers Company Act, or any successor provision thereto. (f) While the Manager is providing the Services under this Agreement, the Manager shall also be permitted to provide services, including services similar to the Services covered hereby, to other Persons, including Affiliates of the Manager, but the Manager shall not render any services to any other Person on behalf of the Company. This Agreement and the Manager’s obligation to provide the Services under this Agreement shall not create an exclusive relationship between the Manager and its Affiliates, on the one hand, and the Company and its Subsidiaries, on the other.