Common use of Delegation of Authority and Duties Clause in Contracts

Delegation of Authority and Duties. (i) The initial officers of the Company may be chosen by either the Board of Directors or the Member. Thereafter, the officers may be elected or removed (with or without cause) by the Member, the Board of Directors or as otherwise set forth in this Agreement. (ii) The Chief Executive Officer of the Company shall have the authority and duties in the management of the Company as are normally associated with such office. Subject to the control and direction of the Board of Directors, the Chief Executive Officer shall have the power to 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. (iii) The President of the Company, if any, shall be responsible for the day-to-day management of the Company. Subject to the control and direction of the Board of Directors and the Chief Executive Officer, if any, the President shall have the power to 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. The President shall keep the Chief Executive Officer fully informed of all developments relating to the business of the Company. The authority to appoint and remove the Chief Executive Officer and the President shall be vested in the Board of Directors. The President shall report directly to the Chief Executive Officer. (iv) The Chief Executive Officer (or, if none, the President) may appoint and elect (as well as remove or replace with or without cause), as he deems necessary, Vice Presidents, a Treasurer, Assistant Treasurers or Chief Financial Officer, a Secretary and Assistant Secretaries of the Company (collectively, but excluding the Chief Executive Officer and the President, the “Officers”). The compensation, if any, of the Officers shall be approved by the Board of Directors. (v) The Vice President, or, if there shall be more than one, the Vice Presidents, shall perform such duties and may exercise such powers as may be permitted by this Agreement and as may, from time to time, be assigned to the respective Vice Presidents by the Chief Executive Officer, the President or the Board of Directors. (vi) The Secretary or the Secretary’s delegate, shall act as secretary of all meetings of the Board of Directors, unless otherwise decided by the attendees, and keep the minutes which shall be filed in the minute books of the Company provided for that purpose; shall see that all notices required to be given by the Company or the Board of Directors are given and served; shall have charge of the books, records and papers of the Company relating to its organization and management as a limited liability company and shall see that the reports, statements and other documents required by law are properly kept and filed; and shall, in general, perform all the duties as from time to time may be assigned by the Board of Directors, the Chief Executive Officer or the President. (vii) The Treasurer or Chief Financial Officer shall have charge and custody of, and be responsible for, all funds, securities and notes of the Company; receive and give receipts for moneys due and payable to the Company from any sources whatsoever; deposit all moneys due and payable to the Company from any sources whatsoever; deposit all such moneys in the name of the Company in such banks, trust companies or other depositaries as shall be selected by the Board of Directors against proper vouchers, cause such funds to be disbursed by checks or drafts on the authorized depositaries of the Company signed in such manner as shall be determined by the Board of Directors and be responsible of the accuracy of the amounts of all moneys so disbursed; regularly enter or cause to be entered in books to be kept by the Treasurer or under the Treasurer’s direction full and adequate account of all moneys received or paid by the Treasurer for the account of the Company; have the right to require from time to time, reports or statements giving such information as he may desire with respect to any and all financial transactions of the Company from the Officers or agents transacting the same; render to the Chief Executive Officer, the President or the Board of Directors whenever the Chief Executive Officer, the President or the Board of Directors, respectively, shall so require, an account of the financial condition of the Company and of all transactions as treasurer; exhibit at all reasonable times the books of account and other records to any of the representatives of the Board of Directors upon the request at the office of the Company where such books and records are kept; shall be responsible for coordinating the preparation of all tax returns and other documents required to be filed by the Company; and, in general, perform all other duties commonly incident to the office of treasurer; and shall perform other such duties as from time to time may be assigned thereto by the Chief Executive Officer, the President or the Board of Directors. The Treasurer shall have no responsibility for any obligation or duty described above to the extent that the Chief Executive Officer, the President or the Board of Directors determines that such obligation or duty should be assigned or delegated to any other person. (viii) In addition, the Board of Directors may, from time to time as it deems advisable, delegate to one or more persons (inclusive of any representative of the Board of Directors) such authority and duties as the Board of Directors is granted under this Agreement, and the Board of Directors shall assign in writing titles (including, without limitation, Vice President, Assistant Secretary and Assistant Treasurer) to any such person (each of whom shall also be “Officers” as that term is used in this Agreement). Unless the Board of Directors decides otherwise, if the title of any person authorized to act on behalf of the Company under this Section 7(b) is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, 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 7(b). Any number of titles may be held by the same person. Any delegation pursuant to this Section 7(b) may be revoked at any time by the Board of Directors. (ix) Unless authorized to do so by this Agreement, the Chief Executive Officer, the President or the Board of Directors, no single Board representative or 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.

Delegation of Authority and Duties. (i) i. The initial officers of the Company may be chosen by either the Board of Directors or the Member. Thereaftermanagement, the officers may be elected or removed (with or without cause) by the Member, the Board of Directors or as otherwise set forth in this Agreement. (ii) The Chief Executive Officer policies and control of the Company shall have the authority and duties in the management of the Company as are normally associated with such office. Subject to the control and direction of the Board of Directors, the Chief Executive Officer shall have the power to 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. (iii) The President of the Company, if any, shall be responsible for the day-to-day management of the Company. Subject to the control and direction of the Board of Directors and the Chief Executive Officer, if any, the President shall have the power to 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. The President shall keep the Chief Executive Officer fully informed of all developments relating to the business of the Company. The authority to appoint and remove the Chief Executive Officer and the President shall be vested exclusively in the Board of Directors. The President shall report directly to the Chief Executive Officer. (iv) The Chief Executive Officer (or, if nonethe Board is not yet appointed, the PresidentSole Member); provided, however, that the Board (or, if the Board is not yet appointed, the Sole Member) 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 (or, if the Board is not yet appointed, the Sole Member). ii. The Board (or, if the Board is not yet appointed, the Sole Member) may appoint and elect (as well as remove or replace with or without cause), as he it deems necessary, a President, Vice Presidents, a Treasurer, Assistant Treasurers or a Chief Financial Officer, a Secretary Secretary, a Chief Compliance Officer and Assistant Secretaries any other officer of the Company (collectively, but excluding the Chief Executive Officer and the President, the “Officers”). The compensation, if any, of the Officers shall be approved determined by the Board of Directors. (v) The Vice President, or, if there the Board is not yet appointed, the Sole Member). The names of each Officer and such Officer’s position shall be more than onelisted on Schedule B, the Vice Presidentswhich shall be updated by an Officer, as necessary. iii. The Officers shall perform such duties and may exercise such powers as may be permitted by this Agreement and as may, from time to time, be assigned to the respective Vice Presidents by the Chief Executive Officer, the President or the Board of Directors. (vi) The Secretary or the Secretary’s delegate, shall act as secretary of all meetings of the Board of Directors, unless otherwise decided by the attendees, and keep the minutes which shall be filed in the minute books of the Company provided for that purpose; shall see that all notices required to be given by the Company or the Board of Directors are given and served; shall have charge of the books, records and papers of the Company relating to its organization and management as a limited liability company and shall see that the reports, statements and other documents required by law are properly kept and filed; and shall, in general, perform all the duties as from time to time may be assigned them by the Board of Directors(or, if the Board is not yet appointed, the Chief Executive Officer or the PresidentSole Member). (vii) The Treasurer or Chief Financial Officer shall have charge and custody of, and be responsible for, all funds, securities and notes of the Company; receive and give receipts for moneys due and payable to the Company from any sources whatsoever; deposit all moneys due and payable to the Company from any sources whatsoever; deposit all such moneys in the name of the Company in such banks, trust companies or other depositaries as shall be selected by the Board of Directors against proper vouchers, cause such funds to be disbursed by checks or drafts on the authorized depositaries of the Company signed in such manner as shall be determined by the Board of Directors and be responsible of the accuracy of the amounts of all moneys so disbursed; regularly enter or cause to be entered in books to be kept by the Treasurer or under the Treasurer’s direction full and adequate account of all moneys received or paid by the Treasurer for the account of the Company; have the right to require from time to time, reports or statements giving such information as he may desire with respect to any and all financial transactions of the Company from the Officers or agents transacting the same; render to the Chief Executive Officer, the President or the Board of Directors whenever the Chief Executive Officer, the President or the Board of Directors, respectively, shall so require, an account of the financial condition of the Company and of all transactions as treasurer; exhibit at all reasonable times the books of account and other records to any of the representatives of the Board of Directors upon the request at the office of the Company where such books and records are kept; shall be responsible for coordinating the preparation of all tax returns and other documents required to be filed by the Company; and, in general, perform all other duties commonly incident to the office of treasurer; and shall perform other such duties as from time to time may be assigned thereto by the Chief Executive Officer, the President or the Board of Directors. The Treasurer shall have no responsibility for any obligation or duty described above to the extent that the Chief Executive Officer, the President or the Board of Directors determines that such obligation or duty should be assigned or delegated to any other person. (viii) In addition, the Board of Directors may, from time to time as it deems advisable, delegate to one or more persons (inclusive of any representative of the Board of Directors) such authority and duties as the Board of Directors is granted under this Agreement, and the Board of Directors shall assign in writing titles (including, without limitation, Vice President, Assistant Secretary and Assistant Treasurer) to any such person (each of whom shall also be “Officers” as that term is used in this Agreement)iv. Unless the Board of Directors (or, if the Board is not yet appointed, the Sole Member) decides otherwise, if the title of any person authorized to act on behalf of the Company under this Section 7(b8(d) is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, 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 7(b8(d). Any number of titles may be held by the same person. Any delegation pursuant to this Section 7(b8(d) may be revoked at any time by the Board of Directors(or, if the Board is not yet appointed, the Sole Member). v. The Board (ixor, if the Board is not yet appointed, the Sole Member) may authorize any person, including any Officer, to sign on behalf of the Company. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is hereby authorized to sign any document or instrument approved by the Board (or, if the Board is not yet appointed, the Sole Member) on behalf of the Company. Unless authorized to do so by this Agreementthe Board (or, if the Board is not yet appointed, the Chief Executive Officer, the President or the Board of DirectorsSole Member), no single Board representative or 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.

Delegation of Authority and Duties. (i) The following individuals shall be the initial officers of the Company may be and each of them is elected to serve in such capacity until his successor is chosen by either the Board of Directors or the Memberqualified, or until his death, resignation or removal: ▇▇▇▇ ▇. Thereafter▇▇▇▇▇▇ Chairman and Chief Executive Officer ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Vice President, the officers may be elected or removed (with or without cause) by the Member, the Board of Directors or as otherwise set forth in this Agreement.Treasurer and Assistant Secretary ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Vice President and Secretary (ii) The Chief Executive Officer of the Company shall have the authority and duties in the management of the Company as are normally associated with such office. Subject to the control and direction of the Board of Directors, the Chief Executive Officer shall have the power to 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. (iii) The President of the Company, if any, shall be responsible for the day-to-day management of the Company. Subject to the control and direction of the Board of Directors and the Chief Executive Officer, if any, the President shall have the power to 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. The President shall keep the Chief Executive Officer fully informed of all developments relating to the business of the Company. The authority to appoint and remove the Chief Executive Officer and the President shall be vested in the Board of Directors. The President shall report directly to the Chief Executive Officer. (iv) The Chief Executive Officer (or, if none, the President) may appoint and elect (as well as remove or replace with or without cause), as he deems necessary, Vice Presidents, a Treasurer, Assistant Treasurers or Chief Financial Officer, a Secretary and Assistant Secretaries of the Company (collectively, but excluding the Chief Executive Officer and the President, the “Officers”). The compensation, if any, of the Officers shall be approved by the Board of Directors. (v) The Vice President, or, if there shall be more than one, the Vice Presidents, shall perform such duties and may exercise such powers as may be permitted by this Agreement and as may, from time to time, be assigned to the respective Vice Presidents by the Chief Executive Officer, the President or the Board of Directors. (vi) The Secretary or the Secretary’s delegate, shall act as secretary of all meetings of the Board of Directors, unless otherwise decided by the attendees, and keep the minutes which shall be filed in the minute books of the Company provided for that purpose; shall see that all notices required to be given by the Company or the Board of Directors are given and served; shall have charge of the books, records and papers of the Company relating to its organization and management as a limited liability company and shall see that the reports, statements and other documents required by law are properly kept and filed; and shall, in general, perform all the duties as from time to time may be assigned by the Board of Directors, the Chief Executive Officer or the President. (vii) The Treasurer or Chief Financial Officer shall have charge and custody of, and be responsible for, all funds, securities and notes of the Company; receive and give receipts for moneys due and payable to the Company from any sources whatsoever; deposit all moneys due and payable to the Company from any sources whatsoever; deposit all such moneys in the name of the Company in such banks, trust companies or other depositaries as shall be selected by the Board of Directors against proper vouchers, cause such funds to be disbursed by checks or drafts on the authorized depositaries of the Company signed in such manner as shall be determined by the Board of Directors and be responsible of the accuracy of the amounts of all moneys so disbursed; regularly enter or cause to be entered in books to be kept by the Treasurer or under the Treasurer’s direction full and adequate account of all moneys received or paid by the Treasurer for the account of the Company; have the right to require from time to time, reports or statements giving such information as he may desire with respect to any and all financial transactions of the Company from the Officers or agents transacting the same; render to the Chief Executive Officer, the President or the Board of Directors whenever the Chief Executive Officer, the President or the Board of Directors, respectively, shall so require, an account of the financial condition of the Company and of all transactions as treasurer; exhibit at all reasonable times the books of account and other records to any of the representatives of the Board of Directors upon the request at the office of the Company where such books and records are kept; shall be responsible for coordinating the preparation of all tax returns and other documents required to be filed by the Company; and, in general, perform all other duties commonly incident to the office of treasurer; and shall perform other such duties as from time to time may be assigned thereto by the Chief Executive Officer, the President or the Board of Directors. The Treasurer shall have no responsibility for any obligation or duty described above to the extent that the Chief Executive Officer, the President or the Board of Directors determines that such obligation or duty should be assigned or delegated to any other person. (viii) In addition, the Board of Directors may, from time to time as it deems advisable, delegate to one or more persons (inclusive of any representative of the Board of Directors) such authority and duties as the Board of Directors is granted under this Agreement, and the Board of Directors shall assign in writing titles (including, without limitation, Vice President, Assistant Secretary and Assistant Treasurer) to any such person (each of whom shall also be “Officers” as that term is used in this Agreement). Unless the Board of Directors decides otherwise, if the title of any person authorized to act on behalf of the Company under this Section 7(b) is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, 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 7(b). Any number of titles may be held by the same person. Any delegation pursuant to this Section 7(b) may be revoked at any time by the Board of Directors. (ix) Unless authorized to do so by this Agreement, the Chief Executive Officer, the President or the Board of Directors, no single Board representative or 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.

Delegation of Authority and Duties. (i) The initial officers of the Company may be chosen by either the Board of Directors or the Member. Thereafter, the officers may be elected or removed (with or without cause) by the Member, the Board of Directors or as otherwise set forth in this Agreement. (ii) The Chief Executive Officer of the Company shall have the authority and duties in the management of the Company as are normally associated with such office. Subject to the control and direction of the Board of Directors, the Chief Executive Officer Managing Member shall have the power to act, in the name and on behalf of the Company, to do all things reasonably necessary for the performance of the Company’s 's day-to-day operations. (iiiii) The President of the Company, if any, shall be responsible for the day-to-day management of the Company. Subject to the control and direction of the Board of Directors and the Chief Executive Officer, if any, the President shall have the power to 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. The President shall keep the Chief Executive Officer fully informed of all developments relating to the business of the Company. The authority to appoint and remove the Chief Executive Officer and the President shall be vested in the Board of Directors. The President shall report directly to the Chief Executive Officer. (iv) The Chief Executive Officer (or, if none, the President) Managing Member may appoint and elect (as well as remove or replace with or without cause), as he it deems necessary, a President, Chief Executive Officer, Vice Presidents, a Treasurer, Assistant Treasurers Treasurer or Chief Financial Officer, Officer and a Secretary and Assistant Secretaries of the Company (collectively, but excluding collectively the Chief Executive Officer and the President, the “"Officers”"). The compensation, if any, of the Officers shall be approved determined by the Board Managing Member. The following individuals shall be the Officers, and each of Directorsthem is elected to serve in such capacity until his successor is chosen or qualified, or until his death, resignation or removal: Richar▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇dent and Chief Executive Officer John F▇▇▇▇▇▇ ▇▇▇▇ President and Chief Financial Officer (iii) Except as otherwise expressly provided in this Agreement, the Managing Member and the Officers shall each have complete and exclusive discretion to manage and control the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to take all such actions as they deem necessary or advisable to accomplish the purposes of the Company. To the extent permitted by law, the Managing Member and each Officer, individually, shall be authorized to act on behalf of and to bind the Company in all respects, without any further consent, vote or approval of the Members, and the powers of each of the Managing Member and each of the Officers shall include, without limitation, the authority to negotiate, complete, execute, acknowledge, deliver and perform any and all agreements, deeds, instruments, receipts, certificates and other documents on behalf of the Company, and to take all such other actions on behalf of the Company as the Managing Member or any Officer may consider necessary or advisable in connection with the management of the Company. (iv) The Members agree that all determinations, decisions and actions made or taken by the Managing Member, or any of the Officers, in accordance with this Agreement shall be conclusive and absolutely binding upon the Company, the Members and the Members' respective successors, assigns and personal representatives. (v) The Vice President, or, if there Persons dealing with the Company are entitled to rely conclusively upon the power and authority of the Managing Member and each of the Officers as set forth herein. A certificate of the Managing Member or any Officer certifying that such entity or individual is the Managing Member or an Officer shall be more than one, conclusive evidence that such entity or individual is the Vice Presidents, shall perform such duties and may exercise such powers as may be permitted by this Agreement and as may, from time to time, be assigned to the respective Vice Presidents by the Chief Executive Managing Member or an Officer, and such entity's or individual's actions as the President Managing Member or Officer shall be authorized and binding on the Board of DirectorsCompany. (vi) The Secretary or Managing Member shall cause the Secretary’s delegate, shall act as secretary of all meetings of the Board of Directors, unless otherwise decided by the attendeesCompany to open and maintain bank accounts, and keep the minutes which shall be filed in the minute books all funds of the Company provided for that purpose; shall see that all notices required to be given every kind and nature received by the Company or the Board of Directors are given and served; shall have charge of the books, records and papers of the Company relating to its organization and management as a limited liability company and be deposited in such accounts. Signatories for such accounts shall see that the reports, statements and other documents required by law are properly kept and filed; and shall, in general, perform all the duties as be authorized from time to time may be assigned by the Board of Directors, the Chief Executive Officer or the President. (vii) The Treasurer or Chief Financial Officer shall have charge and custody ofManaging Member, and be responsible for, all funds, securities and notes of such signatories shall include the Company; receive and give receipts for moneys due and payable to the Company from any sources whatsoever; deposit all moneys due and payable to the Company from any sources whatsoever; deposit all such moneys in the name of the Company in such banks, trust companies or other depositaries as shall be selected Officers appointed by the Board of Directors against proper vouchers, cause such funds to be disbursed by checks or drafts on the authorized depositaries of the Company signed in such manner as shall be determined by the Board of Directors and be responsible of the accuracy of the amounts of all moneys so disbursed; regularly enter or cause to be entered in books to be kept by the Treasurer or under the Treasurer’s direction full and adequate account of all moneys received or paid by the Treasurer for the account of the Company; have the right to require from time to time, reports or statements giving such information as he may desire with respect to any and all financial transactions of the Company from the Officers or agents transacting the same; render to the Chief Executive Officer, the President or the Board of Directors whenever the Chief Executive Officer, the President or the Board of Directors, respectively, shall so require, an account of the financial condition of the Company and of all transactions as treasurer; exhibit at all reasonable times the books of account and other records to any of the representatives of the Board of Directors upon the request at the office of the Company where such books and records are kept; shall be responsible for coordinating the preparation of all tax returns and other documents required to be filed by the Company; and, in general, perform all other duties commonly incident to the office of treasurer; and shall perform other such duties as from time to time may be assigned thereto by the Chief Executive Officer, the President or the Board of Directors. The Treasurer shall have no responsibility for any obligation or duty described above to the extent that the Chief Executive Officer, the President or the Board of Directors determines that such obligation or duty should be assigned or delegated to any other personManaging Member. (viii) In addition, the Board of Directors may, from time to time as it deems advisable, delegate to one or more persons (inclusive of any representative of the Board of Directors) such authority and duties as the Board of Directors is granted under this Agreement, and the Board of Directors shall assign in writing titles (including, without limitation, Vice President, Assistant Secretary and Assistant Treasurer) to any such person (each of whom shall also be “Officers” as that term is used in this Agreement). Unless the Board of Directors decides otherwise, if the title of any person authorized to act on behalf of the Company under this Section 7(b) is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, 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 7(b). Any number of titles may be held by the same person. Any delegation pursuant to this Section 7(b) may be revoked at any time by the Board of Directors. (ix) Unless authorized to do so by this Agreement, the Chief Executive Officer, the President or the Board of Directors, no single Board representative or 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.

Delegation of Authority and Duties. (ia) The initial officers of the Company may be chosen by either the Board of Directors or the Member. Thereafter, the officers may be elected or removed (with or without cause) by the Member, the Board of Directors or as otherwise set forth in this Agreement. (ii) The Chief Executive Officer of the Company Managing Member shall have the authority and duties in the management of the Company as are normally associated with such officethe chief executive officer of an entity. Subject to the control and direction of the Board of Directors, the Chief Executive Officer shall have the power to 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. (iii) The President of the Company, if any, shall be responsible for the day-to-day management of the Company. Subject to the control and direction of the Board of Directors and the Chief Executive Officer, if any, the President Managing Member shall have the power to 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. The President shall keep Managing Member confirms that ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ is an “authorized person” within the Chief Executive Officer fully informed meaning of all developments relating to the business Section 18-201 of the Company. The authority to appoint and remove the Chief Executive Officer and the President shall be vested in the Board of Directors. The President shall report directly to the Chief Executive OfficerAct. (ivb) The Chief Executive Officer (or, if none, the President) Managing Member may appoint and elect (as well as remove or replace with or without cause), as he it deems necessary, Managing Directors, Vice Presidents, a Treasurer, Assistant Treasurers Treasurer or Chief Financial Officer, Officer and a Secretary and Assistant Secretaries of the Company (collectively, but excluding the Chief Executive Officer and the President, the “Officers”). The compensation, if any, of the Officers shall be approved determined by the Board of DirectorsManaging Member. (vc) The Vice President, or, if there shall be more than one, the Vice Presidents, Officers shall perform such duties and may exercise such powers as may be permitted by this Agreement and as may, from time to time, be assigned to the respective Vice Presidents them by the Chief Executive Officer, the President or the Board of DirectorsManaging Member. (vid) The Secretary or the Secretary’s delegate, shall act as secretary of all meetings of the Board of Directors, unless otherwise decided by the attendees, and keep the minutes which shall be filed in the minute books of the Company provided for that purpose; shall see that all notices required to be given by the Company or the Board of Directors are given and served; shall have charge of the books, records and papers of the Company relating to its organization and management as a limited liability company and shall see that the reports, statements and other documents required by law are properly kept and filed; and shall, in general, perform all the duties as from time to time may be assigned by the Board of Directors, the Chief Executive Officer or the President. (vii) The Treasurer or Chief Financial Officer shall have charge and custody of, and be responsible for, all funds, securities and notes of the Company; receive and give receipts for moneys due and payable to the Company from any sources whatsoever; deposit all moneys due and payable to the Company from any sources whatsoever; deposit all such moneys in the name of the Company in such banks, trust companies or other depositaries as shall be selected by the Board of Directors against proper vouchers, cause such funds to be disbursed by checks or drafts on the authorized depositaries of the Company signed in such manner as shall be determined by the Board of Directors and be responsible of the accuracy of the amounts of all moneys so disbursed; regularly enter or cause to be entered in books to be kept by the Treasurer or under the Treasurer’s direction full and adequate account of all moneys received or paid by the Treasurer for the account of the Company; have the right to require from time to time, reports or statements giving such information as he may desire with respect to any and all financial transactions of the Company from the Officers or agents transacting the same; render to the Chief Executive Officer, the President or the Board of Directors whenever the Chief Executive Officer, the President or the Board of Directors, respectively, shall so require, an account of the financial condition of the Company and of all transactions as treasurer; exhibit at all reasonable times the books of account and other records to any of the representatives of the Board of Directors upon the request at the office of the Company where such books and records are kept; shall be responsible for coordinating the preparation of all tax returns and other documents required to be filed by the Company; and, in general, perform all other duties commonly incident to the office of treasurer; and shall perform other such duties as from time to time may be assigned thereto by the Chief Executive Officer, the President or the Board of Directors. The Treasurer shall have no responsibility for any obligation or duty described above to the extent that the Chief Executive Officer, the President or the Board of Directors determines that such obligation or duty should be assigned or delegated to any other person. (viii) In addition, the Board of Directors may, from time to time as it deems advisable, delegate to one or more persons (inclusive of any representative of the Board of Directors) such authority and duties as the Board of Directors is granted under this Agreement, and the Board of Directors shall assign in writing titles (including, without limitation, Vice President, Assistant Secretary and Assistant Treasurer) to any such person (each of whom shall also be “Officers” as that term is used in this Agreement). Unless the Board of Directors Managing Member decides otherwise, if the title of any person authorized to act on behalf of the Company under this Section 7(b) 7.2 is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, 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 7(b)7.2. Any number of titles may be held by the same person. Any delegation pursuant to this Section 7(b) 7.2 may be revoked at any time by the Board of DirectorsManaging Member. (ixe) Unless authorized to do so by this Agreement, the Chief Executive Officer, the President or the Board of DirectorsManaging Member, no single Board representative or 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.

Delegation of Authority and Duties. (i) The following individuals shall be the initial officers of the Company may be and each of them is elected to serve in such capacity until his successor is chosen by either the Board of Directors or the Memberqualified, or until his death, resignation or removal: ▇▇▇▇ ▇. Thereafter, the officers may be elected or removed (with or without cause) by the Member, the Board of Directors or as otherwise set forth in this Agreement.▇▇▇▇▇▇ Chairman and Chief Executive Officer ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ President ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Treasurer and Assistant Secretary ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Secretary (ii) The Chief Executive Officer of the Company shall have the authority and duties in the management of the Company as are normally associated with such office. Subject to the control and direction of the Board of Directors, the Chief Executive Officer shall have the power to 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. (iii) The President of the Company, if any, shall be responsible for the day-to-day management of the Company. Subject to the control and direction of the Board of Directors and the Chief Executive Officer, if any, the President shall have the power to 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. The President shall keep the Chief Executive Officer fully informed of all developments relating to the business of the Company. The authority to appoint and remove the Chief Executive Officer and the President shall be vested in the Board of Directors. The President shall report directly to the Chief Executive Officer. (iv) The Chief Executive Officer (or, if none, the President) may appoint and elect (as well as remove or replace with or without cause), as he deems necessary, Vice Presidents, a Treasurer, Assistant Treasurers or Chief Financial Officer, a Secretary and Assistant Secretaries of the Company (collectively, but excluding the Chief Executive Officer and the President, the “Officers”). The compensation, if any, of the Officers shall be approved by the Board of Directors. (v) The Vice President, or, if there shall be more than one, the Vice Presidents, shall perform such duties and may exercise such powers as may be permitted by this Agreement and as may, from time to time, be assigned to the respective Vice Presidents by the Chief Executive Officer, the President or the Board of Directors. (vi) The Secretary or the Secretary’s delegate, shall act as secretary of all meetings of the Board of Directors, unless otherwise decided by the attendees, and keep the minutes which shall be filed in the minute books of the Company provided for that purpose; shall see that all notices required to be given by the Company or the Board of Directors are given and served; shall have charge of the books, records and papers of the Company relating to its organization and management as a limited liability company and shall see that the reports, statements and other documents required by law are properly kept and filed; and shall, in general, perform all the duties as from time to time may be assigned by the Board of Directors, the Chief Executive Officer or the President. (vii) The Treasurer or Chief Financial Officer shall have charge and custody of, and be responsible for, all funds, securities and notes of the Company; receive and give receipts for moneys due and payable to the Company from any sources whatsoever; deposit all moneys due and payable to the Company from any sources whatsoever; deposit all such moneys in the name of the Company in such banks, trust companies or other depositaries as shall be selected by the Board of Directors against proper vouchers, cause such funds to be disbursed by checks or drafts on the authorized depositaries of the Company signed in such manner as shall be determined by the Board of Directors and be responsible of the accuracy of the amounts of all moneys so disbursed; regularly enter or cause to be entered in books to be kept by the Treasurer or under the Treasurer’s direction full and adequate account of all moneys received or paid by the Treasurer for the account of the Company; have the right to require from time to time, reports or statements giving such information as he may desire with respect to any and all financial transactions of the Company from the Officers or agents transacting the same; render to the Chief Executive Officer, the President or the Board of Directors whenever the Chief Executive Officer, the President or the Board of Directors, respectively, shall so require, an account of the financial condition of the Company and of all transactions as treasurer; exhibit at all reasonable times the books of account and other records to any of the representatives of the Board of Directors upon the request at the office of the Company where such books and records are kept; shall be responsible for coordinating the preparation of all tax returns and other documents required to be filed by the Company; and, in general, perform all other duties commonly incident to the office of treasurer; and shall perform other such duties as from time to time may be assigned thereto by the Chief Executive Officer, the President or the Board of Directors. The Treasurer shall have no responsibility for any obligation or duty described above to the extent that the Chief Executive Officer, the President or the Board of Directors determines that such obligation or duty should be assigned or delegated to any other person. (viii) In addition, the Board of Directors may, from time to time as it deems advisable, delegate to one or more persons (inclusive of any representative of the Board of Directors) such authority and duties as the Board of Directors is granted under this Agreement, and the Board of Directors shall assign in writing titles (including, without limitation, Vice President, Assistant Secretary and Assistant Treasurer) to any such person (each of whom shall also be “Officers” as that term is used in this Agreement). Unless the Board of Directors decides otherwise, if the title of any person authorized to act on behalf of the Company under this Section 7(b) is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, 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 7(b). Any number of titles may be held by the same person. Any delegation pursuant to this Section 7(b) may be revoked at any time by the Board of Directors. (ix) Unless authorized to do so by this Agreement, the Chief Executive Officer, the President or the Board of Directors, no single Board representative or 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.

Delegation of Authority and Duties. (i) i. The initial officers of the Company may be chosen by either the Board of Directors or the Member. Thereaftermanagement, the officers may be elected or removed (with or without cause) by the Member, the Board of Directors or as otherwise set forth in this Agreement. (ii) The Chief Executive Officer policies and control of the Company shall have the authority and duties in the management of the Company as are normally associated with such office. Subject to the control and direction of the Board of Directors, the Chief Executive Officer shall have the power to 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. (iii) The President of the Company, if any, shall be responsible for the day-to-day management of the Company. Subject to the control and direction of the Board of Directors and the Chief Executive Officer, if any, the President shall have the power to 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. The President shall keep the Chief Executive Officer fully informed of all developments relating to the business of the Company. The authority to appoint and remove the Chief Executive Officer and the President shall be vested exclusively in the Board of Directors. The President shall report directly to the Chief Executive Officer. (iv) The Chief Executive Officer (or, if nonethe Board is not yet appointed, the PresidentSole Member); provided, however, that the Board (or, if the Board is not yet appointed, the Sole Member) 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 (or, if the Board is not yet appointed, the Sole Member). ii. The Board (or, if the Board is not yet appointed, the Sole Member) may appoint and elect (as well as remove or replace with or without cause), as he it deems necessary, a President, Vice Presidents, a Treasurer, Assistant Treasurers or a Chief Financial Officer, a Secretary Secretary, a Chief Compliance Officer and Assistant Secretaries any other officer of the Company (collectively, but excluding the Chief Executive Officer and the President, the “Officers”). The compensation, if any, of the Officers shall be approved determined by the Board of Directors. (v) The Vice President, or, if there the Board is not yet appointed, the Sole Member). The names of each Officer and such Officer’s position shall be more than onelisted on Schedule B, the Vice Presidentswhich shall be updated by an Officer, as necessary. iii. The Officers shall perform such duties and may exercise such powers as may be permitted by this Agreement and as may, from time to time, be assigned to the respective Vice Presidents by the Chief Executive Officer, the President or the Board of Directors. (vi) The Secretary or the Secretary’s delegate, shall act as secretary of all meetings of the Board of Directors, unless otherwise decided by the attendees, and keep the minutes which shall be filed in the minute books of the Company provided for that purpose; shall see that all notices required to be given by the Company or the Board of Directors are given and served; shall have charge of the books, records and papers of the Company relating to its organization and management as a limited liability company and shall see that the reports, statements and other documents required by law are properly kept and filed; and shall, in general, perform all the duties as from time to time may be assigned them by the Board of Directors(or, if the Board is not yet appointed, the Chief Executive Officer or the PresidentSole Member). (vii) The Treasurer or Chief Financial Officer shall have charge and custody of, and be responsible for, all funds, securities and notes of the Company; receive and give receipts for moneys due and payable to the Company from any sources whatsoever; deposit all moneys due and payable to the Company from any sources whatsoever; deposit all such moneys in the name of the Company in such banks, trust companies or other depositaries as shall be selected by the Board of Directors against proper vouchers, cause such funds to be disbursed by checks or drafts on the authorized depositaries of the Company signed in such manner as shall be determined by the Board of Directors and be responsible of the accuracy of the amounts of all moneys so disbursed; regularly enter or cause to be entered in books to be kept by the Treasurer or under the Treasurer’s direction full and adequate account of all moneys received or paid by the Treasurer for the account of the Company; have the right to require from time to time, reports or statements giving such information as he may desire with respect to any and all financial transactions of the Company from the Officers or agents transacting the same; render to the Chief Executive Officer, the President or the Board of Directors whenever the Chief Executive Officer, the President or the Board of Directors, respectively, shall so require, an account of the financial condition of the Company and of all transactions as treasurer; exhibit at all reasonable times the books of account and other records to any of the representatives of the Board of Directors upon the request at the office of the Company where such books and records are kept; shall be responsible for coordinating the preparation of all tax returns and other documents required to be filed by the Company; and, in general, perform all other duties commonly incident to the office of treasurer; and shall perform other such duties as from time to time may be assigned thereto by the Chief Executive Officer, the President or the Board of Directors. The Treasurer shall have no responsibility for any obligation or duty described above to the extent that the Chief Executive Officer, the President or the Board of Directors determines that such obligation or duty should be assigned or delegated to any other person. (viii) In addition, the Board of Directors may, from time to time as it deems advisable, delegate to one or more persons (inclusive of any representative of the Board of Directors) such authority and duties as the Board of Directors is granted under this Agreement, and the Board of Directors shall assign in writing titles (including, without limitation, Vice President, Assistant Secretary and Assistant Treasurer) to any such person (each of whom shall also be “Officers” as that term is used in this Agreement)iv. Unless the Board of Directors (or, if the Board is not yet appointed, the Sole Member) decides otherwise, if the title of any person authorized to act on behalf of the Company under this Section 7(b8(d) is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, 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 7(b8(d). Any number of titles may be held by the same person. Any delegation pursuant to this Section 7(b8(d) may be revoked at any time by the Board of Directors(or, if the Board is not yet appointed, the Sole Member). v. The Board (ixor, if the Board is not yet appointed, the Sole Member) may authorize any person, including any Officer, to sign on behalf of the Company. ▇▇▇▇ ▇▇▇▇▇▇▇ is hereby authorized to sign any document or instrument approved by the Board (or, if the Board is not yet appointed, the Sole Member) on behalf of the Company. Unless authorized to do so by this Agreementthe Board (or, if the Board is not yet appointed, the Chief Executive Officer, the President or the Board of DirectorsSole Member), no single Board representative or 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.

Delegation of Authority and Duties. (i) The initial officers of the Company may be chosen by either the Board of Directors or the Member. Thereafter, the officers may be elected or removed (with or without cause) by the Member, the Board of Directors or as otherwise set forth in this Agreement. As of the date hereof, the officers of the Company are: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman and Chief Executive Officer; ▇▇▇▇ ▇▇▇▇▇▇▇, President; ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Secretary; ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Treasurer; L. ▇▇▇▇ ▇▇▇▇, Vice President of Business Development. (ii) The Chief Executive Officer of the Company shall have the authority and duties in the management of the Company as are normally associated with such office. Subject to the control and direction of the Board of Directors, the Chief Executive Officer shall have the power to 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. (iii) The President of the Company, if any, shall be responsible for the day-to-day management of the Company. Subject to the control and direction of the Board of Directors and the Chief Executive Officer, if any, the President shall have the power to 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. The President shall keep the Chief Executive Officer fully informed of all developments relating to the business of the Company. The authority to appoint and remove the Chief Executive Officer and the President shall be vested in the Board of Directors. The President shall report directly to the Chief Executive Officer. (iv) The Chief Executive Officer (or, if none, the President) may appoint and elect (as well as remove or replace with or without cause), as he deems necessary, Vice Presidents, a Treasurer, Assistant Treasurers or Chief Financial Officer, a Secretary and Assistant Secretaries of the Company (collectively, but excluding the Chief Executive Officer and the President, the “Officers”). The compensation, if any, of the Officers shall be approved by the Board of Directors. (v) The Vice President, or, if there shall be more than one, the Vice Presidents, shall perform such duties and may exercise such powers as may be permitted by this Agreement and as may, from time to time, be assigned to the respective Vice Presidents by the Chief Executive Officer, the President or the Board of Directors. (vi) The Secretary or the Secretary’s delegate, shall act as secretary of all meetings of the Board of Directors, unless otherwise decided by the attendees, and keep the minutes which shall be filed in the minute books of the Company provided for that purpose; shall see that all notices required to be given by the Company or the Board of Directors are given and served; shall have charge of the books, records and papers of the Company relating to its organization and management as a limited liability company and shall see that the reports, statements and other documents required by law are properly kept and filed; and shall, in general, perform all the duties as from time to time may be assigned by the Board of Directors, the Chief Executive Officer or the President. (vii) The Treasurer or Chief Financial Officer shall have charge and custody of, and be responsible for, all funds, securities and notes of the Company; receive and give receipts for moneys due and payable to the Company from any sources whatsoever; deposit all moneys due and payable to the Company from any sources whatsoever; deposit all such moneys in the name of the Company in such banks, trust companies or other depositaries as shall be selected by the Board of Directors against proper vouchers, cause such funds to be disbursed by checks or drafts on the authorized depositaries of the Company signed in such manner as shall be determined by the Board of Directors and be responsible of the accuracy of the amounts of all moneys so disbursed; regularly enter or cause to be entered in books to be kept by the Treasurer or under the Treasurer’s direction full and adequate account of all moneys received or paid by the Treasurer for the account of the Company; have the right to require from time to time, reports or statements giving such information as he may desire with respect to any and all financial transactions of the Company from the Officers or agents transacting the same; render to the Chief Executive Officer, the President or the Board of Directors whenever the Chief Executive Officer, the President or the Board of Directors, respectively, shall so require, an account of the financial condition of the Company and of all transactions as treasurer; exhibit at all reasonable times the books of account and other records to any of the representatives of the Board of Directors upon the request at the office of the Company where such books and records are kept; shall be responsible for coordinating the preparation of all tax returns and other documents required to be filed by the Company; and, in general, perform all other duties commonly incident to the office of treasurer; and shall perform other such duties as from time to time may be assigned thereto by the Chief Executive Officer, the President or the Board of Directors. The Treasurer shall have no responsibility for any obligation or duty described above to the extent that the Chief Executive Officer, the President or the Board of Directors determines that such obligation or duty should be assigned or delegated to any other person. (viii) In addition, the Board of Directors may, from time to time as it deems advisable, delegate to one or more persons (inclusive of any representative of the Board of Directors) such authority and duties as the Board of Directors is granted under this Agreement, and the Board of Directors shall assign in writing titles (including, without limitation, Vice President, Assistant Secretary and Assistant Treasurer) to any such person (each of whom shall also be “Officers” as that term is used in this Agreement). Unless the Board of Directors decides otherwise, if the title of any person authorized to act on behalf of the Company under this Section 7(b) is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, 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 7(b). Any number of titles may be held by the same person. Any delegation pursuant to this Section 7(b) may be revoked at any time by the Board of Directors. (ix) Unless authorized to do so by this Agreement, the Chief Executive Officer, the President or the Board of Directors, no single Board representative or 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.