Common use of 1Amendments Clause in Contracts

1Amendments. (a) Subject to Section 10.1(c), the Manager may amend this Agreement at any time and from time to time, whether by changing any one or more of the provisions hereof, deleting any one or more provisions herefrom or adding one or more provisions hereto: (i) without obtaining the authorization, approval, agreement, consent or vote of any Member or Assignee of any Series to: (A) cure any ambiguity or inconsistency herein, or (B) address any matter or question not addressed herein, provided that, in the Manager’s judgment, no such amendment has or could reasonably be expected to have a material adverse effect on any Series or the Members and Assignees thereof generally; (ii) without obtaining the authorization, approval, agreement, consent or vote of any Member or Assignee or any Series: (A) to add to the obligations of the Manager hereunder, or surrender any right, power or authority granted to the Manager hereunder, for the benefit of any one or more Series or the Members or Assignees thereof; (B) to provide, pursuant to Section 3.4 that any one or more Additional Managers may possess and exercise any one or more of the rights, powers and authority possessed by the Manager under this Agreement; (C) to change the name of the Company or any Series; (D) to reflect the admission, substitution, and withdrawal of Members and Assignees effected after the date hereof in accordance with this Agreement; (E) to reflect Capital Contributions and Capital Withdrawals effected after the date hereof in accordance with this Agreement; (F) to adopt an Authorizing Resolution creating one or more Series; and (G) for such other purpose or purposes as the Manager may determine to be necessary, appropriate, advisable, incidental or convenient to the management and conduct of the business and affairs of the Company or any one or more Series, provided that, in the Manager’s judgment, no such amendment pursuant to this clause (G) has or could reasonably be expected to have a material adverse effect on the Company or any Series or the Members and Assignees thereof generally; (iii) without obtaining the authorization, approval, agreement, consent or vote of any Member or Assignee of any Series, to cause any Series to enter into an agreement with any Member or Assignee thereof to waive or modify the application of any provision of this Agreement with respect to such Member or Assignee, provided that, in the Manager’s judgment, no such waiver or modification pursuant to this subparagraph (iii) has or could reasonably be expected to have a material adverse effect on any Series or the Members and Assignees thereof generally; (iv) without obtaining the authorization, approval, agreement, consent or vote of any Member or Assignee of any Series, to: (A) cause the provisions of Section 7.2 to comply with the provisions of Section 704 of the Code and applicable Treasury Regulations, (B) otherwise cause the Company or any Series to comply with any requirement, condition or guideline contained in any federal, state, local or foreign law or in any order, directive, opinion, ruling or regulation of any Governmental Entity or self-regulatory organization, (C) qualify the Company or any Series as (or to do business as) a limited liability company or a company in which Members and Assignees have limited liability, under the laws of any State or other jurisdiction in which the Manager determines such qualification to be necessary or advisable, (D) prevent an Adverse Regulatory Effect, provided that the Manager takes such measures as are reasonably necessary to prevent any amendment pursuant to this Section 10.1(a)(iv) from having a material adverse effect on any affected Series or the Members and Assignees thereof generally; (v) in a manner that materially adversely affects or could reasonably be expected to have a material adverse effect on a Series or the Members and Assignees thereof generally, if the Manager gives Notification to the Members of such Series, at least thirty (30) calendar days prior to the implementation of such amendment, setting forth, in reasonable detail, all material facts relating to such amendment, and obtains the Consent of such Series to such amendment prior to the implementation thereof; or (vi) in a manner that materially adversely affects or could reasonably be expected to have a material adverse effect on any one or more specific Members or Assignees, if the Manager receives consent to such amendment from such affected Member(s) or Assignee(s). (b) It shall be conclusively presumed that no waiver or permission granted to any one or more Members or Assignees, and no agreement entered into with any one or more Members or Assignees, pursuant to Section 3.5(c) or 4.2(b), has or could reasonably be expected to have a material adverse effect on the Company, any Series or any Member or Assignee to whom such a waiver or permission is not granted or with whom such an agreement is not entered into. (c) Notwithstanding any provision of Section 10.1(a), the Manager may not amend this Agreement so as to: (i) require a Member or Assignee to pay any sum of money whatsoever in respect of such Member’s or Assignee’s Interest in any Series, whether in the form of a Capital Contribution, a loan or otherwise, other than that which such Member or Assignee has agreed to pay by way of such Member’s Subscription Agreement(s), this Agreement or another agreement executed and delivered by such Member or Assignee; (ii) materially reduce the increases and decreases of Net Assets of any Series or the amount of distributions of any Series to which such Member or Assignee is entitled under this Agreement, without the consent of such Member or Assignee; or (iii) modify the limited liability of a Member, without the consent of such Member. (d) If the Manager adopts an amendment to this Agreement pursuant to Section 10.1(a)(i), (ii), (iii) or (iv), it shall provide affected Members and Assignees a copy of such amendment, or a reasonably detailed description of such amendment, within ten (10) Business Days after the effective date of such change; provided, however, that an inadvertent failure to comply with the provisions of this Section 10.1(d) with respect to any such amendment shall not affect the substance or effectiveness of such amendment in any respect. (e) For the avoidance of doubt, no amendment may be made to this Agreement without the consent or approval of the Manager.

1Amendments. (a) Subject to Section 10.1(c), the Manager Managing Member may amend this Agreement at any time and from time to time, whether by changing any one or more of the provisions hereof, deleting any one or more provisions herefrom here from or adding one or more provisions hereto: (i) without obtaining the authorization, approval, agreement, consent or vote of any Member or Assignee of any Series to: (A) cure any ambiguity or inconsistency herein, or (B) address any matter or question not addressed herein, provided that, in the ManagerManaging Member’s judgment, no such amendment has or could reasonably be expected to have a material adverse effect on any Series or the Members and Assignees thereof generally; (ii) without obtaining the authorization, approval, agreement, consent or vote of any Member or Assignee or any Series: (A) to add to the obligations of the Manager Managing Member hereunder, or surrender any right, power or authority granted to the Manager Managing Member hereunder, for the benefit of any one or more Series or the Members or Assignees thereof; (B) to provide, pursuant to Section 3.4 that any one or more Additional Managers may possess and exercise any one or more of the rights, powers and authority possessed by the Manager Managing Member under this Agreement; (C) to change the name of the Company or any Series; (D) to reflect the admission, substitution, and withdrawal of Members and Assignees effected after the date hereof in accordance with this Agreement; (E) to reflect Capital Contributions and Capital Withdrawals effected after the date hereof in accordance with this Agreement; (F) to adopt an Authorizing Resolution creating one or more Series; and (G) for such other purpose or purposes as the Manager Managing Member may determine to be necessary, appropriate, advisable, incidental or convenient to the management and conduct of the business and affairs of the Company or any one or more Series, provided that, in the ManagerManaging Member’s judgment, no such amendment pursuant to this clause (G) has or could reasonably be expected to have a material adverse effect on the Company or any Series or the Members and Assignees thereof generally; (iii) without obtaining the authorization, approval, agreement, consent or vote of any Member or Assignee of any Series, to cause any Series to enter into an agreement with any Member or Assignee thereof to waive or modify the application of any provision of this Agreement with respect to such Member or Assignee, provided that, in the ManagerManaging Member’s judgment, no such waiver or modification pursuant to this subparagraph (iii) has or could reasonably be expected to have a material adverse effect on any Series or the Members and Assignees thereof generally; (iv) without obtaining the authorization, approval, agreement, consent or vote of any Member or Assignee of any Series, to: (A) cause the provisions of Section 7.2 to comply with the provisions of Section 704 of the Code and applicable Treasury Regulations, (B) otherwise cause the Company or any Series to comply with any requirement, condition or guideline contained in any federal, state, local or foreign law or in any order, directive, opinion, ruling or regulation of any Governmental Entity or self-regulatory organization, (C) qualify the Company or any Series as (or to do business as) a limited liability company or a company in which Members and Assignees have limited liability, under the laws of any State or other jurisdiction in which the Manager Managing Member determines such qualification to be necessary or advisable, (D) prevent an Adverse Regulatory Effect, provided that the Manager Managing Member takes such measures as are reasonably necessary to prevent any amendment pursuant to this Section 10.1(a)(iv) from having a material adverse effect on any affected Series or the Members and Assignees thereof generally; (v) in a manner that materially adversely affects or could reasonably be expected to have a material adverse effect on a Series or the Members and Assignees thereof generally, if the Manager Managing Member gives Notification to the Members of such Series, at least thirty (30) calendar days prior to the implementation of such amendment, setting forth, in reasonable detail, all material facts relating to such amendment, and obtains the Consent of such Series to such amendment prior to the implementation thereof; or (vi) in a manner that materially adversely affects or could reasonably be expected to have a material adverse effect on any one or more specific Members or Assignees, if the Manager Managing Member receives consent to such amendment from such affected Member(s) or Assignee(s). (b) It shall be conclusively presumed that no waiver or permission granted to any one or more Members or Assignees, and no agreement entered into with any one or more Members or Assignees, pursuant to Section 3.5(c) or 4.2(b), has or could reasonably be expected to have a material adverse effect on the Company, any Series or any Member or Assignee to whom such a waiver or permission is not granted or with whom such an agreement is not entered into. (c) Notwithstanding any provision of Section 10.1(a), the Manager Managing Member may not amend this Agreement so as to: (i) require a Member or Assignee to pay any sum of money whatsoever in respect of such Member’s or Assignee’s Interest in any Series, whether in the form of a Capital Contribution, a loan or otherwise, other than that which such Member or Assignee has agreed to pay by way of such Member’s Subscription Agreement(s), this Agreement or another agreement executed and delivered by such Member or Assignee; (ii) materially reduce the increases and decreases of Net Assets of any Series or the amount of distributions of any Series to which such Member or Assignee is entitled under this Agreement, without the consent of such Member or Assignee; or (iii) modify the limited liability of a Member, without the consent of such Member. (d) If the Manager Managing Member adopts an amendment to this Agreement pursuant to Section 10.1(a)(i), (ii), (iii) or (iv), it shall provide affected Members and Assignees a copy of such amendment, or a reasonably detailed description of such amendment, within ten (10) Business Days after the effective date of such change; provided, however, that an inadvertent failure to comply with the provisions of this Section 10.1(d) with respect to any such amendment shall not affect the substance or effectiveness of such amendment in any respect. (e) For the avoidance of doubt, no amendment may be made to this Agreement without the consent or approval of the ManagerManaging Member.