Amendment by Managing Member. Notwithstanding Section 13.2, any provision of this Agreement may be amended or waived from time to time by Managing Member, without the consent of any Non-Managing Member, only to the extent that such amendment or waiver is necessary or advisable in the opinion of Managing Member: (i) to qualify or continue the qualification of the Company as a limited liability company in which the Members have limited liability under the laws of any state; (ii) to ensure that the Company will be treated as a partnership for federal income tax purposes; (iii) to ensure that all allocations of Profits and Losses are respected for federal income tax purposes; and (vi) to properly reflect the Members and their respective Capital Sharing Ratios, as such Members may change due to admissions and withdrawals of Members in accordance with this Agreement. However, no amendment or waiver referred to above that would alter a Member’s Capital Contribution, Capital Account or Capital Sharing Ratio (except to the extent that such are indirectly affected by any amendments or waivers pertaining to such admissions or withdrawals of Managing or Non-Managing Members), the liability of a Member to third parties, or the removal of any Member shall be permitted without the prior approval of the Member so affected.
Amendment by Managing Member. Notwithstanding § 8.1 above, this Agreement may be amended by the Managing Member, by executing an instrument of amendment and giving each Unit Holder notice thereof, without the consent of any other Person:
1) To effect changes of an inconsequential or ministerial nature that do not materially adversely affect the rights or interests of any of the Unit Holders;
2) To cure any ambiguity or correct or supplement any provisions hereof, which may be inconsistent with any other provision hereof or the governing documents of the FUND, or to correct any printing or clerical errors or omissions so long as such amendment under this § 8.2(b) does not adversely affect the rights or interests of any of the Unit Holders;
3) To give effect to the admission, redemption, or withdrawal of Unit Holders in accordance with the terms hereof;
4) To make changes to this Agreement negotiated with Unit Holders or other beneficial owners admitted to the Operating Company, the FUND or any of their respective Subsidiaries, so long as such changes do not adversely affect the rights or interests of any existing Unit Holder;
5) To add to the representations, duties, or obligations of the Managing Member or surrender any right or power granted to the Managing Member herein, for the benefit of the Unit Holders;
6) To conform the terms of this Agreement with any regulations issued under the Code, provided that such amendment does not materially and adversely affect the rights or interests of any of the Unit Holders;
7) With respect to the Operating Company’s status as a disregarded entity (and not as an association taxable as a corporation) for U.S. federal tax purposes, (a) to comply with the requirements of the Regulations or (b) to ensure the continued status as a disregarded entity, provided that such amendment does not materially and adversely affect the rights or interests of any of the Unit Holders;
8) To satisfy any requirements, conditions, guidelines, or opinions contained in any applicable opinion, directive, order, ruling, or regulation of any governmental authority (including, without limitation, the U.S. Securities and Exchange Commission, the U.S. Internal Revenue Service, or any other federal or state or non-U.S. governmental agency) or in any applicable statute or law (including, without limitation, any federal or state or non-U.S. statute), compliance with which the Managing Member deems to be in the best interests of the Operating Company and the Unit Holders, provided ...
Amendment by Managing Member. Except as otherwise specifically provided in this Agreement, the Managing Member may adopt an amendment to this Agreement to do any one or more of the following:
(a) to implement or effectuate the provisions of any part of this Agreement or to continue the Company for the term provided herein under the laws of the State of Delaware and of any state or jurisdiction in which it shall do business;
(b) to take any action, on the advice of counsel to the Company, as may be necessary or appropriate to satisfy then current requirements of the Code with respect to partnerships or limited liability companies that have been structured to be classified as partnerships under the Code or any applicable laws or regulations; or
(c) to cure any ambiguity, defect or inconsistency. All Members shall be furnished with a copy of such amendment prior to its adoption.
