Common use of Delegation of Authority and Duties Clause in Contracts

Delegation of Authority and Duties. (a) The Board of Directors may, from time to time as it deems advisable, appoint and elect (as well as remove or replace at any time with or without cause for any reason) (i) a Chief Executive Officer, (ii) a Chief Financial Officer, (iii) a Secretary and (iv) such other officer positions assigned to individuals (collectively, the “Officers”). Each Officer shall be a natural person. Any two or more offices may be held by the same person. If so appointed by the Board of Directors, the Officers shall have the authority and duties as may from time to time be assigned to them. (b) In addition, the Board of Directors may, from time to time as it deems advisable, delegate to one or more natural persons (inclusive of any Director) such authority and duties as the Board of Directors is granted under this Agreement and not made subject to the approval of the Members by this Agreement, and the Board of Directors may assign in writing such titles to any such person as it deems appropriate. Any delegation pursuant to this Section 4.4(b) may be revoked at any time by the Board of Directors with or without cause for any reason. (c) Unless the Board of Directors decides otherwise, if the title of any person authorized to act on behalf of the Company under this Section 4.4 is one commonly used for officers of a business corporation formed under the ▇▇▇▇▇▇▇▇ Islands Business Corporation Act, the assignment of such title shall constitute the delegation to such person of the authority and duties that are normally associated with that office, subject to any specific delegation of, or restriction on, authority and duties made pursuant to this Section 4.4. Any delegation or restriction pursuant to this Section 4.4(c) may be revoked at any time by the Board of Directors, with or without cause for any reason; provided, that the Board of Directors will not be entitled to revoke any restriction relating to the residence of any person as set out in this Section 4.4. (d) Unless authorized to do so by this Agreement or by the Board of Directors, no Director, Officer, agent or employee of the Company shall have any power or authority to bind the Company in any way, to pledge its credit, or to render it liable pecuniarily for any purpose. However, the Company may act by an attorney in fact authorized by the Board of Directors.

Delegation of Authority and Duties. (a) The Board of Directors Member(s) may, from time to time as it deems they deem advisable, appoint and elect (as well as remove or replace at any time with or without cause for any reason) (i) a Chief Executive OfficerPresident, (ii) a Chief Financial Officer, (iii) Treasurer and a Secretary and (iv) such other officer positions assigned to individuals (collectively, the “Officers”). Each Officer shall be a natural person. Any two or more offices may be held by the same person. The Officers shall serve with or without compensation for their services to the Company as the Member(s) shall determine. If so appointed by the Board of DirectorsMember(s), the Officers shall have the authority and duties as may from time to time be assigned to them. (b) In addition, the Board of Directors may, from time to time as it deems advisable, delegate to one or more natural persons (inclusive of any Director) such authority and duties as the Board of Directors is granted under this Agreement and not made subject to the approval of the Members by this Agreement, and the Board of Directors may assign in writing such titles to any such person as it deems appropriate. Any delegation pursuant to this Section 4.4(b) may be revoked at any time by the Board of Directors with or without cause for any reason. (c) Unless the Board of Directors decides Member(s) decide otherwise, if the title of any person authorized to act on behalf of the Company under this Section 4.4 4.2 is one commonly used for officers of a business corporation formed under the ▇▇▇▇▇▇▇▇ Islands Business Corporation Act, the assignment of such title shall constitute the delegation to such person of the authority and duties that are normally associated with that office, subject to any specific delegation of, or restriction on, authority and duties made pursuant to this Section 4.44.2. Any delegation or restriction pursuant to this Section 4.4(c4.2(b) may be revoked at any time by the Board of DirectorsMember(s), with or without cause for any reason; provided, that . (c) Any person dealing with the Board Company may rely upon the authority of Directors will not be entitled to revoke the Member(s) or any restriction relating to Officer designated in writing as such by the residence of any person as set out Member(s) in accordance with this Section 4.44.2 in taking any action in the name of the Company without inquiry into the provisions of this Agreement or compliance herewith, regardless of whether that action actually is taken in accordance with the provisions of this Agreement. (d) Unless authorized to do so by this Agreement or by the Board of DirectorsMember(s), no Director, Officer, agent or employee of the Company shall have any power or authority to bind the Company in any way, to pledge its credit, or to render it liable pecuniarily for any purpose. However, the Company may act by an attorney in fact authorized by the Board of Directors.

Delegation of Authority and Duties. (a) The Board of Directors may, from time to time as it deems advisable, appoint and elect (as well as remove or replace at any time with or without cause for any reason) (i) a Chief Executive Officer, (ii) a President, (iii) a Chief Financial Officer, (iiiiv) a Secretary and (ivv) such other officer positions assigned to individuals as it may elect (collectively, the “Officers”). Each Officer shall be a natural person. Any two or more offices may be held by the same person. Designation of an Officer shall not of itself create any contractual or employment rights. Officers must at all times be citizens of the United States. If so appointed by the Board of DirectorsBoard, the Officers shall have the authority and duties as may from time to time be assigned to them. (b) In addition, the Board of Directors may, from time to time as it deems advisable, delegate to one or more natural persons (inclusive of any Director) such authority and duties as the Board of Directors is granted under this Agreement and not made subject to the approval of the Members Member by this Agreement, and the Board of Directors may assign in writing such titles to any such person as it deems appropriate. Any delegation pursuant to this Section 4.4(b5.14(b) may be revoked at any time by the Board of Directors Board, with or without cause for any reason. (c) Unless the Board of Directors decides otherwise, if the title of any person authorized to act on behalf of the Company under this Section 4.4 5.14 is one commonly used for officers of a business corporation formed under the ▇▇▇▇▇▇▇▇ Islands Business Delaware General Corporation ActLaw, the assignment of such title shall constitute the delegation to such person of the authority and duties that are normally associated with that office, subject to any specific delegation of, or restriction on, authority and duties made pursuant to this Section 4.45.14. Any delegation or restriction pursuant to this Section 4.4(c5.14(c) may be revoked at any time by the Board of DirectorsBoard, with or without cause for any reason; provided, however, that the Board of Directors will not be entitled to revoke any restriction relating to the residence citizenship of any person as set out in this Section 4.45.14. (d) Unless authorized to do so by this Agreement or by the Board of DirectorsBoard, no Director, Officer, agent or employee of the Company shall have any power or authority to bind the Company in any way, to pledge its credit, or to render it liable pecuniarily for any purpose. However, the Company may act by an attorney in attorney-in-fact authorized by the Board. (e) Any Officer may resign at any time by giving written notice to the Board and the Company. Unless otherwise specified in such notice, the notice shall take effect upon receipt of Directorssuch notice by the Company. The acceptance of a resignation shall not be necessary to make it effective. (f) The Officers, in the performance of their duties as such, shall owe to the Company duties of loyalty of due care of the type owed by the officers of a corporation to such corporation and its equityholders under the laws of the State of Delaware.

Delegation of Authority and Duties. (a) The Board of Directors Member(s) may, from time to time as it deems they deem advisable, appoint and elect (as well as remove or replace at any time with or without cause for any reason) (i) a Chief Executive OfficerPresident, (ii) a Chief Financial Officer, (iii) Treasurer and a Secretary and (iv) such other officer positions assigned to individuals (collectively, the “Officers”). Each Officer shall be a natural person. Any two or more offices may be held by the same person. The Officers shall serve with or without compensation for their services to the Company as the Member(s) shall determine. If so appointed by the Board of DirectorsMember(s), the Officers shall have the authority and duties as may from time to time be assigned to them. (b) In addition, the Board of Directors may, from time to time as it deems advisable, delegate to one or more natural persons (inclusive of any Director) such authority and duties as the Board of Directors is granted under this Agreement and not made subject to the approval of the Members by this Agreement, and the Board of Directors may assign in writing such titles to any such person as it deems appropriate. Any delegation pursuant to this Section 4.4(b) may be revoked at any time by the Board of Directors with or without cause for any reason. (c) Unless the Board of Directors decides Member(s) decide otherwise, if the title of any person authorized to act on behalf of the Company under this Section 4.4 4.2 is one commonly used for officers of a business corporation formed under the ▇▇▇▇▇▇▇▇ Islands Business Corporation Act, the assignment of such title shall constitute the delegation to such person of the authority and duties that are normally associated with that office, subject to any specific delegation of, or restriction on, authority and duties made pursuant to this Section 4.44.2. Any delegation or restriction pursuant to this Section 4.4(c4.2(b) may be revoked at any time by the Board of DirectorsMember(s), with or without cause for any reason; provided, that . (c) Any person dealing with the Board Company may rely upon the authority of Directors will not be entitled to revoke the Member(s) or any restriction relating to Officer designated in writing as such by the residence of any person as set out Member(s) in accordance with this Section 4.44.2 in taking any action in the name of the Company without inquiry into the provisions of this Agreement or compliance herewith, regardless of whether that action actually is taken in accordance with the provisions of this Agreement. (d) Unless authorized to do so by this Agreement or by the Board of DirectorsMember(s), no Director, Officer, agent or employee of the Company shall have any power or authority to bind the Company in any way, to pledge its credit, or to render it liable pecuniarily for any purpose. However, the Company may act by an attorney in fact authorized by the Board of Directors.

Delegation of Authority and Duties. (a) The Board of Directors may, from time to time as it deems advisable, appoint and elect (as well as remove or replace at any time with or without cause for any reason) (i) a Chief Executive Officer, (ii) a Chief Financial Officer, (iii) a Secretary and (iv) such other officer positions assigned to individuals (collectively, the “Officers”). Each Officer shall be a natural person. Any two or more offices may be held by the same person. If so appointed by the Board of Directors, the Officers shall have the authority and duties as may from time to time be assigned to them. (b) In addition, the Board of Directors may, from time to time as it deems advisable, delegate to one or more natural persons (inclusive of any Director) such authority and duties as the Board of Directors is granted under this Agreement and not made subject to the approval of the Members by this Agreement, and the Board of Directors may assign in writing such titles to any such person as it deems appropriate. Any delegation pursuant to this Section 4.4(b) may be revoked at any time by the Board of Directors with or without cause for any reason. (c) Unless the Board of Directors decides otherwise, if the title of any person authorized to act on behalf of the Company under this Section 4.4 is one commonly used for officers of a business corporation formed under the ▇▇▇▇▇▇▇▇ Islands Business Corporation Act, the assignment of such title shall constitute the delegation to such person of the authority and duties that are normally associated with that office, subject to any specific delegation of, or restriction on, authority and duties made pursuant to this Section 4.4. Any delegation or restriction pursuant to this Section 4.4(c) may be revoked at any time by the Board of Directors, with or without cause for any reason; provided, that the Board of Directors will not be entitled to revoke any restriction relating to the residence of any person as set out in this Section 4.4. (d) Unless authorized to do so by this Agreement or by the Board of Directors, no Director, Officer, agent or employee of the Company shall have any power or authority to bind the Company in any way, to pledge its credit, or to render it liable pecuniarily for any purpose. However, the Company may act by an attorney in attorney-in-fact authorized by the Board of Directors.

Delegation of Authority and Duties. (a) The Board of Directors may, from time Managers hereby delegates to time as it deems advisable, appoint and elect the Initial Officers (as well as remove or replace at any time with or without cause for any reasondefined below) (i) a Chief Executive Officer, (ii) a Chief Financial Officer, (iii) a Secretary and (iv) such other officer positions assigned to individuals (collectively, the “Officers”). Each Officer shall be a natural person. Any two or more offices may be held by the same person. If so appointed by the Board of Directors, the Officers shall have the authority and duties as may from time to time be assigned to them. (b) enumerated in Sections 6.4(a). In addition, the Board of Directors mayManagers may assign, from time to time as it deems advisablein writing, delegate to one offices or more natural persons (inclusive of any Director) such authority and duties as the Board of Directors is granted under this Agreement and not made subject to the approval of the Members by this Agreement, and the Board of Directors may assign in writing such titles to any such person as it deems appropriatePerson, including, without limitation, the offices or titles of President, Vice President, Secretary, Assistant Secretary, Treasurer, and Assistant Treasurer. Any delegation pursuant to this Section 4.4(b) may be revoked at any time The officers of the Company initially appointed by the Board of Directors Managers are set forth on Schedule 6.5 attached hereto (the “Initial Officers” or “Officers” ). The Initial Officers shall be entitled to receive such compensation as is set forth on Schedule 6.5 and shall each enter into a consulting agreement in the form attached hereto as Exhibit C (the “Consulting Agreement”). The Initial Officers shall not be removed and the power and authority of such Initial Officers shall not be altered or diminished except with the unanimous written consent of the Members or without cause for any reason. (c) as provided in the Consulting Agreement. Unless the Board of Directors Managers decides otherwise, if the title of any person authorized to act on behalf of the Company under this Section 4.4 is one commonly used for officers of a business corporation formed under the ▇▇▇▇▇▇▇▇ Islands Business Delaware General Corporation ActLaw, the assignment of such title shall constitute the delegation to such person Person of the authority and duties that are normally associated with that office, subject to any specific delegation of, or restriction on, of authority and duties made pursuant to the first sentence of this Section 4.46.5(a). Any number of titles may be held by the same Person. Any delegation or restriction pursuant to this Section 4.4(c6.5(a) may be revoked at any time by the Board of DirectorsManagers. (b) Any Person dealing with the Company, with or without cause for any reason; providedother than a Member, that may rely upon the authority of the Board of Directors will not be entitled to revoke Managers or the Members or any restriction relating to officer designated in writing as such by the residence Board of Managers in accordance with Section 6.5(a) above in taking any person as set out action in the name of the Company without inquiry into the provisions of this Section 4.4Agreement or compliance herewith, regardless of whether that action actually is taken in accordance with the provisions of this Agreement. (dc) Unless authorized to do so by this Agreement or by the Board of DirectorsManagers, no DirectorMember, Officeragent, agent or employee of the Company shall have any power or authority to bind the Company in any way, to pledge its credit, or to render it liable pecuniarily for any purpose. However, the Company Board of Managers may act by an attorney in fact a duly authorized by the Board of Directorsattorney-in-fact.

Delegation of Authority and Duties. (a) The Board of Directors Member(s) may, from time to time as it deems they deem advisable, appoint and elect (as well as remove or replace at any time with or without cause for any reason) (i) a Chief Executive Officer, (ii) a Chief Financial Officer, (iii) a Treasurer, a Secretary and (iv) such other officer positions assigned to individuals (collectively, the “Officers”). Each Officer shall be a natural person. Any two or more offices may be held by the same person. The Officers shall serve with or without compensation for their services to the Company as the Member(s) shall determine. If so appointed by the Board of DirectorsMember(s), the Officers shall have the authority and duties as may from time to time be assigned to them. (b) In addition, the Board of Directors may, from time to time as it deems advisable, delegate to one or more natural persons (inclusive of any Director) such authority and duties as the Board of Directors is granted under this Agreement and not made subject to the approval of the Members by this Agreement, and the Board of Directors may assign in writing such titles to any such person as it deems appropriate. Any delegation pursuant to this Section 4.4(b) may be revoked at any time by the Board of Directors with or without cause for any reason. (c) Unless the Board of Directors decides Member(s) decide otherwise, if the title of any person authorized to act on behalf of the Company under this Section 4.4 4.2 is one commonly used for officers of a business corporation formed under the ▇▇▇▇▇▇▇▇ Islands Business Corporation Corporations Act, the assignment of such title shall constitute the delegation to such person of the authority and duties that are normally associated with that office, subject to any specific delegation of, or restriction on, authority and duties made pursuant to this Section 4.44.2. Any delegation or restriction pursuant to this Section 4.4(c4.2(b) may be revoked at any time by the Board of DirectorsMember(s), with or without cause for any reason; provided, that . (c) Any person dealing with the Board Company may rely upon the authority of Directors will not be entitled to revoke the Member(s) or any restriction relating to Officer designated in writing as such by the residence of any person as set out Member(s) in accordance with this Section 4.44.2 in taking any action in the name of the Company without inquiry into the provisions of this Agreement or compliance herewith, regardless of whether that action actually is taken in accordance with the provisions of this Agreement. (d) Unless authorized to do so by this Agreement or by the Board of DirectorsMember(s), no Director, Officer, agent or employee of the Company shall have any power or authority to bind the Company in any way, to pledge its credit, or to render it liable pecuniarily for any purpose. However, the Company may act by an attorney in fact authorized by the Board of Directors.

Delegation of Authority and Duties. (a) The Board of Directors Parent may, from time to time as it deems advisable, appoint and elect (as well as remove or replace at any time with or without cause for any reason) (icause) a Chief Executive OfficerPresident, (ii) a Chief Financial Officer, (iii) /Treasurer and a Secretary and (iv) such other officer positions assigned to individuals (collectively, the “Officers”). Each Officer shall be a natural person. Any two or more offices may be held by the same person. If so appointed by the Board of Directors, the The Officers shall have the authority and duties serve without compensation. Parent, in its capacity as sole Member, may from time to time be assigned to themremove or replace any Officer at any time, with or without cause. (b) In addition, the Board of Directors may, from time to time as it deems advisable, delegate to one or more natural persons (inclusive of any Director) such authority and duties as the Board of Directors is granted under this Agreement and not made subject to the approval of the Members by this Agreement, and the Board of Directors may assign in writing such titles to any such person as it deems appropriate. Any delegation pursuant to this Section 4.4(b) may be revoked at any time by the Board of Directors with or without cause for any reason. (c) Unless the Board of Directors Parent decides otherwise, if the title of any person authorized to act on behalf of the Company under this Section 4.4 Section5.2 is one commonly used for officers of a business corporation formed under the ▇▇▇▇▇▇▇▇ Islands Business Corporation Act, the assignment of such title shall constitute the delegation to such person of the authority and duties that are normally associated with that office, subject to any specific delegation of, or restriction on, authority and duties made pursuant to this Section 4.45.2. Any delegation or restriction pursuant to this Section 4.4(c5.2(b) may be revoked at any time by the Board of DirectorsParent, with or without cause for cause. (c) Any person dealing with the Company may rely upon the authority of Parent, in its capacity as sole Member and acting through its President or Chief Financial Officer, or any reason; provided, that the Board of Directors will not be entitled Officer appointed by Parent pursuant to revoke any restriction relating to the residence of any person as set out in this Section 4.45.2, in taking any action in the name of the Company without inquiry into the provisions of this Agreement or compliance herewith, regardless of whether that action actually is taken in accordance with the provisions of this Agreement. (d) Unless authorized Parent hereby appoints the following persons as officers of the Company, effective as of the date hereof, and hereby authorizes any officer identified below to do so by execute and deliver this Agreement or by the Board of Directors, no Director, Officer, agent or employee for and on behalf of the Company shall have any power or authority to bind the Company in any way, to pledge its credit, or to render it liable pecuniarily for any purposeCompany: President ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Treasurer & Chief Financial Officer ▇▇▇▇▇ ▇▇▇▇▇▇▇ Vice-President & Secretary ▇▇▇▇▇▇ ▇. However, the Company may act by an attorney in fact authorized by the Board of Directors.▇▇▇▇▇▇▇▇

Delegation of Authority and Duties. (a) The Board of Directors may, from time to time as it deems advisable, may appoint and elect (as well as remove or replace replace, with or without cause, at any time with or without cause and for any reason) from time to time as it deems necessary or appropriate (i) a Chief Executive OfficerOfficer of the Company, (ii) a Chief Financial OfficerOfficer of the Company, (iii) a Secretary of the Company and (iv) such other officer positions assigned to individuals (collectively, the “Officers”). Each Officer shall will be a natural person. Any two or more offices may be held by the same person. If so appointed by the Board of Directors, the Officers shall will have the authority and duties as may from time to time be assigned to them. (b) In addition, the Board of Directors may, from time to time as it deems advisable, may delegate to one or more natural persons (inclusive of any Directordirector of the Company) from time to time as it deems necessary or appropriate such authority and duties as the Board of Directors is granted under this Agreement and not made subject to the approval of the Members by this Agreement, and the Board of Directors may assign in writing such titles to any such person or persons as it deems necessary or appropriate. Any delegation pursuant to this Section 4.4(b) may be revoked at any time by the Board of Directors Directors, with or without cause cause, at any time and for any reason. (c) Unless the Board of Directors decides otherwise, if the title of any person authorized to act on behalf of the Company under this Section 4.4 is one commonly used for officers of a business corporation formed under the ▇▇▇▇▇▇▇▇ Islands Business Corporation Corporations Act, the assignment of such title shall will constitute the delegation to such person of the authority and duties that are normally associated with that such office, subject to any specific delegation of, or restriction on, authority and duties made pursuant to this Section 4.4. Any delegation or restriction pursuant to this Section 4.4(c) may be revoked at any time by the Board of Directors, with or without cause cause, at any time and for any reason; provided, that the Board of Directors will not be entitled to revoke any restriction relating to the residence of any person as set out in this Section 4.4. (d) Unless authorized to do so by this Agreement or by the Board of Directors, no Directordirector of the Company, Officer, agent of the Company or employee of the Company shall have has any power or authority to bind the Company in any way, to pledge its credit, credit or to render it liable pecuniarily for any purpose. However, the Company may act by an attorney in attorney-in-fact authorized by the Board of Directors.

Delegation of Authority and Duties. (a) i. The management, policies and control of the Company shall be vested exclusively in the Board; provided, however, that the Board may delegate its rights and powers to third parties, including to an investment adviser, as it may determine. Unless otherwise specified in this Agreement, consent or approval by the Company shall be determined by the Board. ii. The Board of Directors may, from time to time as it deems advisable, may appoint and elect (as well as remove or replace at any time with or without cause for any reason) (i) cause), as it deems necessary, a Chief Executive Officer, (ii) President, Vice Presidents, a Treasurer, a Chief Financial Officer, (iii) a Secretary Secretary, a Chief Compliance Officer and (iv) such any other officer positions assigned to individuals of the Company (collectively, the “Officers”). Each The compensation of the Chief Compliance Officer shall be a natural person. Any two or more offices may be held determined by the same personBoard. If so appointed The names of each Officer and such Officer’s position shall be listed on Schedule B, which shall be updated by the Board of Directorsan Officer, the as necessary. iii. The Officers shall have the authority perform such duties and duties may exercise such powers as may from time to time be assigned to themthem by the Board. (b) In addition, the Board of Directors may, from time to time as it deems advisable, delegate to one or more natural persons (inclusive of any Director) such authority and duties as the Board of Directors is granted under this Agreement and not made subject to the approval of the Members by this Agreement, and the Board of Directors may assign in writing such titles to any such person as it deems appropriateiv. Any delegation pursuant to this Section 4.4(b) may be revoked at any time by the Board of Directors with or without cause for any reason. (c) Unless the Board of Directors decides otherwise, if the title of any person authorized to act on behalf of the Company under this Section 4.4 8(c) is one commonly used for officers of a business corporation formed under the ▇▇▇▇▇▇▇▇ Islands Business Delaware General Corporation ActLaw, the assignment of such title shall constitute the delegation to such person of the authority and duties that are normally associated with that office, subject to any specific delegation of, or restriction on, authority and duties made pursuant to this Section 4.48(c). Any number of titles may be held by the same person. Any delegation or restriction pursuant to this Section 4.4(c8(c) may be revoked at any time by the Board of Directors, with or without cause for any reason; provided, that the Board of Directors will not be entitled to revoke any restriction relating to the residence of any person as set out in this Section 4.4Board. (d) v. The Board may authorize any person, including any Officer, to sign on behalf of the Company. Unless authorized to do so by this Agreement or by the Board of DirectorsBoard, no Director, Officer, agent or employee of the Company Officer shall have any power or authority to bind the Company in any way, to pledge its credit, or to render it liable pecuniarily for any purpose. However, the Company may act by an attorney in fact authorized by the Board of Directors.

Delegation of Authority and Duties. (a) The Board of Directors Member may, from time to time as it deems advisable, appoint and elect (as well as remove or replace at any time with or without cause for any reason) (i) a Chief Executive Officer, (ii) a Chief Financial Officer, (iii) a Secretary and (iv) such other officer positions assigned to individuals (collectively, the “Officers”). Each Officer shall be a natural person. Any two or more offices may be held by the same person. If so appointed by the Board of Directors, the Officers shall have the authority and duties as may from time to time be assigned to them. (b) In addition, the Board of Directors may, from time to time as it deems advisabletime, delegate to one or more natural persons (inclusive of any Director) such authority and duties as the Board of Directors is granted under this Agreement and not made subject to Member may deem advisable. In addition, the approval of the Members by this AgreementMember may assign, and the Board of Directors may assign in writing such writing, titles to any person, regardless of whether such person as it deems appropriateis a Member hereunder, including, without limitation, the titles of President, CEO, Vice President, CFO, Secretary, Assistant Secretary, Treasurer and Assistant Treasurer. Any delegation pursuant to this Section 4.4(b) may be revoked at any time by the Board of Directors with or without cause for any reason. (c) Unless the Board of Directors decides Member directs otherwise, if the title of any person authorized to act on behalf of the Company under this Section 4.4 is one commonly used for officers of a business corporation formed under the ▇▇▇▇▇▇▇▇ Islands Pennsylvania Business Corporation ActLaw of 1988, as amended, the assignment of such title shall constitute the delegation to such person of the authority and duties that are normally associated with that office, subject to any specific delegation of, or restriction on, of authority and duties made pursuant to the first sentence of this Section 4.4Subsection 4.02(a). Any number of titles may be held by the same person. Any delegation or restriction pursuant to this Section 4.4(cSubsection 4.02(a) may be revoked at any time by the Board of Directors, with or without cause for any reason; provided, that the Board of Directors will not be entitled to revoke any restriction relating to the residence of any person as set out in this Section 4.4Member. (db) Any person dealing with the Company may rely upon the authority of the Member or any officer designated in writing as such by the Member in accordance with Subsection 4.02(a) above in taking any action in the name of the Company without inquiry into the provisions of this Agreement or compliance herewith, regardless of whether that action actually is taken in accordance with the provisions of this Agreement. (c) Unless authorized to do so by this Agreement or by the Board of DirectorsMember, no Directoragent, Officer, agent or employee of the Company shall have any any, power or authority to bind the Company in any way, to pledge its credit, or to render it liable pecuniarily for any purpose. However, the Company Member may act by an attorney a duly authorized attorney-in-fact. (d) The Member hereby appoints each of the following persons to the office set forth opposite his name below, which appointment shall be effective as of the date first written above, and which appointment shall remain effective until revoked, in fact authorized writing, by the Board of Directors.Member: (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ CEO and President (ii) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ Secretary (iii) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ CFO, Vice President and Treasurer (iv) ▇▇▇ ▇▇▇▇▇▇▇ Assistant Secretary

Delegation of Authority and Duties. (ai) The Board Subject to approval by the Sole Member of Directors maythe Company as required by Section 7(a)(iv) hereto, from time each of the Managers shall have the authority and duties in the management of the Company as are normally associated with the chief executive officer of an entity and shall have the power to time act, in the name and on behalf of the Company, to do all things reasonably necessary for the performance of the Company's day-to-day operations. (ii) Subject to approval by the Sole Member of the Company as it deems advisablerequired by Section 7(a)(iv) hereto, each of the Managers may appoint and elect (as well as remove or replace at any time with or without cause for any reason) cause), as he deems necessary, Managing Directors, Vice Presidents, a Treasurer or Chief Financial Officer and a Secretary of the Company (i) a collectively, but excluding the Chief Executive OfficerOfficer and the President, (ii) a Chief Financial Officerthe "Officers"). The compensation, if any, of the Officers shall be determined by the Sole Member. The Officers shall perform such duties and may exercise such powers as may be assigned to them by the Managers. (iii) a Secretary and (iv) such other officer positions assigned Subject to individuals (collectively, the “Officers”). Each Officer shall be a natural person. Any two or more offices may be held approval by the same person. If so appointed by the Board of Directors, the Officers shall have the authority and duties as may from time to time be assigned to them. (b) In addition, the Board of Directors may, from time to time as it deems advisable, delegate to one or more natural persons (inclusive of any Director) such authority and duties as the Board of Directors is granted under this Agreement and not made subject to the approval Sole Member of the Members Company as required by this Agreement, and the Board of Directors may assign in writing such titles to any such person as it deems appropriate. Any delegation pursuant to this Section 4.4(b7(a)(iv) may be revoked at any time by the Board of Directors with or without cause for any reason. (c) Unless the Board of Directors decides otherwisehereto, if the title of any person authorized to act on behalf of the Company under this Section 4.4 7(b) is one commonly used for officers of a business corporation formed under the ▇▇▇▇▇▇▇▇ Islands Business Corporation ActNevada Revised Statutes, the assignment of such title shall constitute the delegation to such person of the authority and duties that are normally associated with that office, subject to any specific delegation of, or restriction on, authority and duties made pursuant to this Section 4.47(b). Any number of titles may be held by the same person. Any delegation or restriction pursuant to this Section 4.4(c7(b) may be revoked at any time by the Board of Directors, with or without cause for any reason; provided, that the Board of Directors will not be entitled to revoke any restriction relating to the residence of any person as set out in this Section 4.4Sole Member. (div) Unless authorized to do so by this Agreement or by the Board of DirectorsSole Member, no Director, Officer, agent or employee of the Company Officer shall have any power or authority to bind the Company in any way, to pledge its credit, or to render it liable pecuniarily for any purpose. However, the Company may act by an attorney in fact authorized by the Board of Directors.

Delegation of Authority and Duties. (a) i. The management, policies and control of the Company shall be vested exclusively in the Board; provided, however, that the Board may delegate its rights and powers to third parties, including to an investment adviser, as it may determine. Unless otherwise specified in this Agreement, consent or approval by the Company shall be determined by the Board. ii. The Board of Directors may, from time to time as it deems advisable, may appoint and elect (as well as remove or replace at any time with or without cause for any reason) (i) cause), as it deems necessary, a Chief Executive OfficerPresident, (ii) Vice Presidents, a Treasurer, Chief Financial Officer, (iii) a Secretary Secretary, a Chief Compliance Officer and (iv) such any other officer positions assigned to individuals of the Company (collectively, the “Officers”). Each Officer shall be a natural person. Any two or more offices may be held by the same person. If so appointed by the Board The compensation, if any, of Directors, the Officers shall have be determined by the authority Board. The names of each Officer and such Officer’s position shall be listed on Schedule B, which shall be updated as necessary. iii. The Officers shall perform such duties and may exercise such powers as may from time to time be assigned to themthem by the Board. (b) In addition, the Board of Directors may, from time to time as it deems advisable, delegate to one or more natural persons (inclusive of any Director) such authority and duties as the Board of Directors is granted under this Agreement and not made subject to the approval of the Members by this Agreement, and the Board of Directors may assign in writing such titles to any such person as it deems appropriateiv. Any delegation pursuant to this Section 4.4(b) may be revoked at any time by the Board of Directors with or without cause for any reason. (c) Unless the Board of Directors decides otherwise, if the title of any person authorized to act on behalf of the Company under this Section 4.4 8(c) is one commonly used for officers of a business corporation formed under the ▇▇▇▇▇▇▇▇ Islands Business Delaware General Corporation ActLaw, the assignment of such title shall constitute the delegation to such person of the authority and duties that are normally associated with that office, subject to any specific delegation of, or restriction on, authority and duties made pursuant to this Section 4.48(c). Any number of titles may be held by the same person. Any delegation or restriction pursuant to this Section 4.4(c8(c) may be revoked at any time by the Board of Directors, with or without cause for any reason; provided, that the Board of Directors will not be entitled to revoke any restriction relating to the residence of any person as set out in this Section 4.4Board. (d) v. The Board may authorize any person, including any Officer, to sign on behalf of the Company. Each of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is hereby authorized to sign on behalf of the Company. Unless authorized to do so by this Agreement or by the Board of DirectorsBoard, no Director, Officer, agent or employee of the Company Officer shall have any power or authority to bind the Company in any way, to pledge its credit, or to render it liable pecuniarily for any purpose. However, the Company may act by an attorney in fact authorized by the Board of Directors.