ITS INTEREST
IN SUCH INTEREST OR ASSET.
IN THE EVENT THAT THE ADMINISTRATOR IS REQUIRED TO
VALUE AN INVESTMENT BASED ON A
6
VALUATION MODEL PROVIDED BY DCM PURSUANT TO SECTION 4.10 OF THE FUND I LPA (SUCH
EVENT, A "VALUATION CONSENT EVENT"), DCM SHALL PROMPTLY NOTIFY INVESTOR OF SUCH
VALUATION CONSENT EVENT AND SHALL CONSULT WITH INVESTOR REGARDING THE VALUATION
OF SUCH INVESTMENT, AND NO VALUATION OF SUCH INVESTMENT SHALL BE CONCLUSIVE OR
FINAL WITHOUT INVESTOR'S CONSENT; PROVIDED THAT IF INVESTOR DOES NOT GIVE SUCH
CONSENT WITHIN THREE BUSINESS DAYS FROM THE DATE ON WHICH DCM DELIVERS TO
INVESTOR WRITTEN NOTIFICATION OF SUCH VALUATION CONSENT EVENT, INVESTOR AND DCM
SHALL HAVE THREE BUSINESS DAYS TO APPOINT A MUTUALLY AGREED UPON INDEPENDENT
VALUATION AGENT TO VALUE SUCH INVESTMENT; AND PROVIDED, FURTHER, THAT IN THE
EVENT THAT INVESTOR AND DCM ARE UNABLE TO AGREE UPON AN INDEPENDENT VALUATION
AGENT WITHIN THE PRESCRIBED PERIOD DESCRIBED ABOVE, EACH OF INVESTOR AND DCM
SHALL HAVE AN ADDITIONAL TWO BUSINESS DAYS TO APPOINT AN INDEPENDENT VALUATION
AGENT SELECTED BY IT TO VALUE SUCH INVESTMENT (AND SHALL NOTIFY THE OTHER PARTY
PROMPTLY OF SUCH APPOINTMENT), AND THE AVERAGE OF THE VALUATIONS PROVIDED BY THE
TWO SUCH INDEPENDENT VALUATION AGENTS SHALL BE THE VALUE OF SUCH INVESTMENT; AND
PROVIDED, FINALLY, THAT IF ONLY ONE OF DCM AND INVESTOR APPOINTS AN INDEPENDENT
VALUATION AGENT WITHIN THE PRESCRIBED PERIOD DESCRIBED ABOVE, THE VALUATION OF
SUCH INVESTMENT SHALL BE THE VALUATION PROVIDED BY THE SINGLE APPOINTED
INDEPENDENT VALUATION AGENT.
ALL INVESTMENT VALUATIONS DETERMINED IN ACCORDANCE
WITH THE PRECEDING SENTENCE SHALL BE CONCLUSIVE AND FINAL.
FOR THE AVOIDANCE OF
DOUBT, ANY FEES PAYABLE TO INDEPENDENT VALUATION AGENTS APPOINTED PURSUANT TO
THIS SECTION 4(H) SHALL BE BORNE BY FUND I.
IN ADDITION, NOTWITHSTANDING
ANYTHING TO THE CONTRARY SET FORTH IN ANY TRANSACTION DOCUMENT, ANY FEES PAYABLE
TO A VALUATION AGENT PURSUANT TO THIS SECTION 4(H) SHALL BE DEEMED NOT TO
CONSTITUTE (1) A MATERIAL DEVIATION (AS DEFINED HEREIN OR UNDER THE DLC GP
AGREEMENT, AS APPLICABLE) OR (2) A BREACH OF ANY PROVISION OF ANY TRANSACTION
DOCUMENT.
(I)
INVESTOR WILL BE ENTITLED TO APPOINT ONE
NON-VOTING REPRESENTATIVE (AND REPLACEMENT THERETO) TO THE ADVISORY BOARD OF
FUND I.
IN THE EVENT SUCH REPRESENTATIVE IS UNABLE TO ATTEND ANY MEETING,
INVESTOR SHALL BE ENTITLED TO APPOINT AN ALTERNATE TO ATTEND SUCH MEETING.
(j)
To the extent one or more third party
limited partners representing a significant amount of capital committed to Fund
I objects to the provisions surrounding the removal and replacement of the
Investment Advisor, the Investor agrees that it will negotiate such provisions
in good faith with DCM, Fund I and such third party limited partners.
(K)
INVESTOR SHALL MAKE CAPITAL CONTRIBUTIONS
TO FUND I AND DLC GP IN RESPECT OF ITS $75,000,000 CAPITAL COMMITMENT TO FUND I
AND DLC GP IN ACCORDANCE WITH THE CAPITAL CONTRIBUTION SCHEDULE SET FORTH ON
EXHIBIT E, PROVIDED THAT THERE ARE SUFFICIENT, VIABLE INVESTMENT OPPORTUNITIES
IN WHICH FUND I CAN INVEST AS EVIDENCED BY THE