Common use of Duties and Obligations of the Manager Clause in Contracts

Duties and Obligations of the Manager. 5.2.1 The Manager will use reasonable efforts to find opportunities for investment in Investments. The Manager shall have the discretion to determine the amount, terms and provisions of the Investments to be made by the Company. 5.2.2 The Manager shall take all action that may be necessary or appropriate for the continuation of the Company’s valid existence and authority to do business as a limited liability company under the laws of the State of Delaware and of each other jurisdiction in which such authority to do business is, in the judgment of the Manager, necessary or advisable. 5.2.3 The Manager will use reasonable efforts to prepare or cause to be prepared and shall file on or before the due date (or any extension thereof) any federal, state or local tax returns required to be filed by the Company. 5.2.4 The Manager shall cause the Company to pay any taxes payable by the Company (it being understood that the expenses of preparation and filing of such tax returns, and the amounts of such taxes, are expenses of the Company); provided, however, that the Manager shall not be required to cause the Company to pay any tax so long as the Manager or the Company is in good faith and by appropriate legal proceedings contesting the validity, applicability or amount thereof and such contest does not materially endanger any right or interest of the Company. 5.2.5 The Manager shall use its reasonable best efforts to ensure that at no time shall the equity participation in the Company or in any particular Series by `benefit plan investors` be `significant,` within the meaning of the Plan Asset Rules. If the Manager becomes aware that the assets of the Company or any particular Series at any time are likely to include plan assets of a benefit plan investor or benefit plan investors, the Manager may require any or all of the ERISA Members to immediately withdraw so much of their capital in the Company or any particular Series as shall be necessary to maintain the investment of such Members at a level so that the assets of the Company or such Series are not deemed to include plan assets under ERISA.

Duties and Obligations of the Manager. 5.2.1 5.2.1. The Manager will use reasonable efforts efforts, and act in good faith to find opportunities for investment in Investments. The Manager shall have the discretion to determine the amount, terms and provisions of the Investments to be made by the Company. 5.2.2 5.2.2. The Manager shall take all action that may be necessary or appropriate for the continuation of the Company’s valid existence and authority to do business as a limited liability company under the laws of the State of Delaware and of each other jurisdiction in which such authority to do business is, in the judgment of the Manager, necessary or advisable. 5.2.3 5.2.3. The Manager will use reasonable efforts to shall prepare or cause to be prepared and shall file on or before the due date (or any extension thereof) any federal, state or local tax returns required to be filed by the Company. 5.2.4 5.2.4. The Manager shall cause the Company to pay any taxes payable by the Company (it being understood that the expenses of preparation and filing of such tax returns, and the amounts of such taxes, are expenses of the Company); provided, however, that the Manager shall not be required to cause the Company to pay any tax so long as the Manager or the Company is in good faith and by appropriate legal proceedings contesting the validity, applicability or amount thereof and such contest does not materially endanger any right or interest of the Company. 5.2.5 5.2.5. The Manager shall use its reasonable best efforts to ensure that at no time shall the equity participation in the Company or in any particular Series by `“benefit plan investors` ” be `“significant,` ” within the meaning of the Plan Asset Rules. If the Manager becomes aware that the assets of the Company or any particular Series at any time are likely to include plan assets of a benefit plan investor or benefit plan investorsinvestor, the Manager may require any or all of the ERISA Members to immediately withdraw so much of their capital in the Company or any particular Series as shall be necessary to maintain the investment of such Members at a level so that the assets of the Company or such Series are not deemed to include plan assets under ERISA. 5.2.6. Notwithstanding anything herein to the contrary, the Manager does not, shall not and will not owe any fiduciary duties of any kind whatsoever to the Company, or to any of the Members, by virtue of its role as the Manager, including, but not limited to, the duties of due care and loyalty, whether such duties were established as of the date of this Agreement or any time hereafter, and whether established under common law, at equity or legislatively defined. It is the intention of the parties to this Agreement that any such fiduciary duties be affirmatively eliminated as permitted by Delaware law and under the Act and the Members hereby waive any rights with respect to such fiduciary duties.