Fund B Advisor Clause Samples

Fund B Advisor. 8.2.1 The Class A Members may from time to time appoint, in accordance with Section 13, an individual to act as the Fund B Advisor hereunder (the "Fund B Advisor"). A Fund B Advisor may (i) resign upon at least thirty (30) days' written notice to the Class A Members and (ii) be removed at any time, for any reason or no reason, by the Class A Members in accordance with Section 13. Any vacancy created by the resignation, removal or other event with respect to a Fund B Advisor may be filled by the Class A Members in accordance with Section 13. 8.2.2 The Manager shall not take any action expressly requiring the approval of the Fund B Advisor hereunder without such approval or, if there is then no Fund B Advisor, the approval of the Class A Members in accordance with Section 13. In addition, the Manager shall consult with the Fund B Advisor regarding potential conflicts of interest and other matters as the Manager from time to time determines to be appropriate. The Manager shall promptly consider in good faith (without being obligated to comply with) any recommendations that are promptly made by the Fund B Advisor in response to any matter submitted to it. Because of the relative interest of CDI in the Company and Fund A, the Manager acknowledges its fiduciary duty to CDI to maximize the value of CDI's interest in the Company after considering the recommendations of the Fund B Advisor and consistent with its duties to the members of Fund A. 8.2.3 Except in its capacity as Manager, liquidating trustee or other authorized service provider, no Member shall have any authority to act for or on behalf of the Company or any other Member or to bind the Company or any other Member in any way, to pledge the Company's credit or to render the Company liable for any purpose.