Officers' Closing Certificate. The Administrative Agent shall have received a certificate of the President or a Vice President and the Secretary or Assistant Secretary of each Borrower, dated the Closing Date, substantially in the form of [Exhibit E].

Delegation to Officers. To the extent permitted by applicable law, the Board may delegate to one or more officers of the Company the power to grant Awards (subject to any limitations under the Plan) to employees or officers of the Company or any of its present or future subsidiary corporations and to exercise such other powers under the Plan as the Board may determine, provided that the Board shall fix the terms of the Awards to be granted by such officers (including the exercise price of such Awards, which may include a formula by which the exercise price will be determined) and the maximum number of shares subject to Awards that the officers may grant; provided further, however, that no officer shall be authorized to grant Awards to any “executive officer” of the Company (as defined by Rule 3b-7 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or to any “officer” of the Company (as defined by Rule 16a-1 under the Exchange Act).

Item ​ Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Section # Indemnification and Exculpation of Directors, Officers and Employees; Directors’ and Officers’ Insurance; Release.

Each Member each shall be permitted to designate two (2) natural persons to serve as Directors.

the compensation and expenses of the Directors (excluding those directors who are directors, officers or employees of the Advisor) and the cost of liability insurance to indemnify the Company’s directors and officers;

Section # Priority of Payments. The Company acknowledges that its directors and officers liability insurance is primarily for the benefit of the Company’s directors and officers and that in the event that both the Company and its directors and officers have competing claims to coverage under such insurance, then the directors’ and officers’ insurance claims are to be prioritized over the claims of the Company.

Directors and Officers. The directors and officers of Merging Corporation shall, from and after the Effective Date, be the directors and officers of Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified.

Officers and Directors. Attached hereto as [Schedule 2.22] is a list of the names and titles of all officers and directors of the Company.

On the date hereof, the Board shall, in accordance with the Company’s governance documents: