Common use of Amendment of Limited Liability Company Agreement Clause in Contracts

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board (including the vote of a majority of the Independent Directors, if required by the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx. (b) Any amendment that would: (i) increase the obligation of a Member to make any contribution to the capital of the Company; (ii) reduce the Capital Account of a Member other than in accordance with Article V; or (iii) modify the events causing the dissolution of the Company; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the Board) to tender its entire Interest for repurchase by the Company. (c) The power of the Board to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power to: (i) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and (iii) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal income tax purposes. (d) The Board shall cause written notice to be given of any amendment to this Agreement to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board (including the vote of a majority of the Independent DirectorsManagers, if required by the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx. (b) Any amendment that would: (i1) increase the obligation of a Member to make any contribution to the capital of the Company;Fund; or (ii2) reduce the Capital Account of a Member other than in accordance with Article V; or (iii) modify the events causing the dissolution of the CompanyMember; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the Board) to tender all of its entire Interest Units for repurchase by the CompanyFund. (c) The power of the Board to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power to: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement to effect compliance with any applicable law or regulation (other than with respect to the matters set forth in Section 8.1(b8.1(a) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and (iii3) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company Fund will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal income tax purposesCode. (d) The Board shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 8.1(c) hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board (including the vote of a majority of the Independent Directors, if required by the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx. (b) Any amendment that would: (i) increase the obligation of a Member to make any contribution to the capital of the CompanyMaster Fund; (ii) reduce the Capital Account of a Member other than in accordance with Article V; or (iii) modify the events causing the dissolution of the CompanyMaster Fund; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the Board) to tender its entire Interest for repurchase by the CompanyMaster Fund. (c) The power of the Board to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power to: (i) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and (iii) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company Master Fund will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal income tax purposes. (d) The Board shall cause written notice to be given of any amendment to this Agreement to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board (including the vote of a majority of the Independent Directors, if required by the 0000 Xxx1940 Act) without the Members approvalapprovxx; and xxx (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx1940 Act. (b) Any amendment that wouldxxxx xxuld: (i) increase the obligation of a Member to make any contribution to the capital of the Company; (ii) reduce the Capital Account of a Member other than in accordance with Article V; or (iii) modify the events causing the dissolution of the Companycompany; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the Board) to tender its entire Interest for repurchase by the Company. (c) The power of the Board to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power to: (i) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and (iii) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal Federal income tax purposes. (d) The Board shall cause written notice to be given of any amendment to this Agreement to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of a majority of the Board of Directors (including the vote approval of a majority of the Independent Directors, if required by the 0000 1000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 1000 Xxx. (b) Any amendment that would: (i1) increase the obligation of a Member to make any contribution to the capital of the Company;; or (ii2) reduce the Capital Account of a Member other than in accordance with Article V; or (iii) modify the events causing the dissolution of the CompanyMember; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each affected Member has received written notice of such amendment and (B) any such Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Directors) to tender all of its entire Interest for repurchase by the Company. (c) No amendment, supplement or other modification may be made to Section 2.6(a), this Section 8.1(c), Section 8.6, Section 8.10 and Section 8.11 of this Agreement and no amendment may be made to this Agreement which would change any rights with respect to any Interests by reducing the amount payable thereon upon liquidation of the Company or by diminishing or eliminating any voting rights pertaining thereto (except that this provision shall not limit the ability of the Directors to authorize, and to cause the Company to issue, Interests and other securities pursuant to Section 6.2), except after a majority of the Directors have approved a resolution therefore which thereafter is approved by the affirmative vote of Members holding not less than seventy-five percent (75%) of the voting power (determined in accordance with Section 3.3(i) hereof) of each affected class or series outstanding, voting as separate classes or series, unless such amendment has been approved by eighty percent (80%) of the Directors, in which case approval by a Majority Vote of each affected class or series outstanding shall be required. Nothing contained in this Agreement shall permit the amendment of this Agreement to impair the exemption from personal liability of the Members, Directors, officers, employees and agents of the Company or to permit assessments upon Members. Any amendment that would affect any Director's right to indemnification under this Agreement may only be effected by the written consent of such Director. (d) The power of the Board of Directors to amend this Agreement at any time without the consent of the other Members as set forth in accordance with paragraph (a) of this Section 8.1 shall specifically (and without limitation) include the power to: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or regulation, including to cure reflect any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereofrelaxation of the requirements of applicable law; and (iii3) amend this Agreement to make such changes as may be necessary or advisable for federal tax purposes, including, without limitation, to ensure that (i) the Company will not be treated as an association or as a publicly traded partnership taxable as a corporation as defined in Section section 7704(b) of the Code (or any successor provision) and (ii) the allocation provisions hereunder are respected for U.S. federal Federal income tax purposes, provided that such changes do not materially reduce any Member's allocations or distributions hereunder. (de) The After the Closing, the Board of Directors shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 8.1(c) hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of a majority of the Board of Directors (including the vote approval of a majority of the Independent Directors, if required by the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx. (b) Any amendment that would: (i) would increase the obligation of a Member to make any contribution to the capital of the Company; (ii) Company or reduce the Capital Account of a Member other than in accordance with Article V; or (iii) modify the events causing the dissolution of the Company; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each affected Member has received written notice of such amendment and (B) any such Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Directors) to tender all of its entire Interest Units for repurchase by the Company. (c) No amendment, supplement or other modification may be made to Section 2.6(a), this Section 8.1(c), Section 8.6, Section 8.10 and Section 8.11 of this Agreement and no amendment may be made to this Agreement which would change any rights with respect to any Units by reducing the amount payable thereon upon liquidation of the Company or by diminishing or eliminating any voting rights pertaining thereto (except that this provision shall not limit the ability of the Directors to authorize, and to cause the Company to issue, Units and other securities pursuant to Section 6.2), except after a majority of the Directors have approved a resolution therefore which thereafter is approved by the affirmative vote of Members holding not less than seventy-five percent (75%) of the voting power (determined in accordance with Section 3.3(i) hereof) of each affected class or series outstanding, voting as separate classes or series, unless such amendment has been approved by eighty percent (80%) of the Directors, in which case approval by a Majority Vote of each affected class or series outstanding shall be required. Nothing contained in this Agreement shall permit the amendment of this Agreement to impair the exemption from personal liability of the Members, Directors, officers, employees and agents of the Company or to permit assessments upon Members. Any amendment that would affect any Director's right to indemnification under this Agreement may only be effected by the written consent of such Director. (d) The power of the Board of Directors to amend this Agreement at any time without the consent of the other Members as set forth in accordance with paragraph (a) of this Section 8.1 shall specifically (and without limitation) include the power to: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or regulation, including to cure reflect any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereofrelaxation of the requirements of applicable law; and (iii3) amend this Agreement to make such changes as may be necessary or advisable for federal tax purposes, including without limitation, to ensure that (i) the Company will not be treated as an association or as a publicly traded partnership taxable as a corporation as defined in Section section 7704(b) of the Code (or any successor provision) and (ii) the allocation provisions hereunder are respected for U.S. federal Federal income tax purposes, provided that such changes do not materially reduce any Member's allocations or distributions hereunder. (de) The After the Closing Date, the Board of Directors shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 8.1(d) hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.19.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board of Managers (including the vote of a majority of the Independent DirectorsManagers, if required by the 0000 Xxx1940 Act) without the Members approval; and (ii) if required by the 1940 Actthx 0000 Xct, the approval of the Members by such vote as is required by the 0000 Xxx1940 Act. (b) Any amendment that amexxxxxx xhat would: (i1) increase the obligation of a Member to make any contribution to the capital of the Company; (ii2) reduce the Capital Account of a Member rights attaching to the Units held by any person as against the rights attaching to the Units held by any other than in accordance with Article Vperson, except to the extent specifically contemplated by Section 6.2(b)(7) hereof; or (iii3) modify the events causing the dissolution of the Company; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Managers) to tender its entire Interest for repurchase have all such person's Units repurchased by the Company. (c) The power of the Board of Managers to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 9.1 shall specifically include the power to: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b9.1(b) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and (iii3) amend this Agreement Agreement, taking due consideration of the interests of the Members as a whole to make such changes as may be necessary or advisable to ensure that the Company will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. maintains its then-current federal income tax purposestreatment. (d) The Board of Managers shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 9.1 hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: with (i) the approval of the Board of Managers (including the vote of a majority of the Independent DirectorsManagers, if required by the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx. (b) Any amendment that would: (i1) increase the obligation of a Member to make any contribution to the capital of the CompanyFund; (ii2) reduce the Capital Account of a Member other than in accordance with Article V; or (iii3) modify the events causing the dissolution of the CompanyFund; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Managers) to tender its entire Interest for repurchase by the CompanyFund. (c) The power By way of example only, the Board to amend this Agreement of Managers at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power tomay: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof, provided that such action does not adversely affect the right of any Member in any material respect; and (iii3) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company Fund will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal income tax purposesCode. (d) The Board of Managers shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 8.1(c) hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board of Managers (including the vote of a majority of the Independent DirectorsManagers, if required by the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx. (b) Any amendment that would: (i1) increase the obligation of a Member to make any contribution to the capital of the Company; (ii2) reduce the Capital Account of a Member other than in accordance with Article V; or (iii3) modify the events causing the dissolution of the Company; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Managers) to tender its entire Interest for repurchase by the Company. (c) The power of the Board of Managers to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 8.01 shall specifically include the power to: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation regulation, including but not limited to, to satisfy the requirements, or to reflect any relaxation of such requirements in the future, of the Bank Holding Company Act of 1956, as amended, or other U.S. banking laws, or any regulations, guidelines or policies or interpretations of the banking regulatory agencies or the staff thereof, or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and (iii3) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company will not be treated as an association or as a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal income tax purposesCode. (d) The Board of Managers shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 8.1(c) hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may shall be amended, in whole or in part, with: (i) with the approval of a majority of the Board of Managers (including the vote of a majority of the Independent DirectorsManagers, if required by the 0000 Xxx) without the Members approval; and (ii) Investment Company Act), and, if required by the 1940 Investment Company Act, the approval of the Members by such vote as is required by the 0000 XxxInvestment Company Act. (b) Any amendment to this Agreement that would: (i) increase the obligation of a Member to make any contribution to the capital of the CompanyCapital Contribution; (ii) reduce the Capital Account balance of a Member other than in accordance with Article VV hereof; or (iii) modify the events causing the dissolution of the Company; Fund, may be made only if (ix) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (iiy) such amendment does not become effective until (A) each Member has received written notice of such amendment (except an amendment contemplated in Section 8.1(c)(ii) hereof) and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Managers) to tender its entire Interest all his or her Shares for repurchase by the CompanyFund. (c) The Without limiting the generality of the foregoing, the power of the Board of Managers to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include includes, but is not limited to, the power to: (i) restate this Agreement together with any amendments hereto that which have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to change the name of the Fund in accordance with Section 2.2 hereof or to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that which may be inconsistent with any other provision hereof; and (iii) amend this Agreement to make such changes as may be necessary or advisable desirable, based on advice of legal counsel to ensure that the Company will not Fund, to assure the Fund's continuing eligibility to be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code classified for U.S. federal income tax purposes. (dpurposes as a partnership that is not a “publicly traded partnership” taxable as a corporation under Section 7704(a) The Board shall cause written notice to be given of any amendment to this Agreement to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon requestCode.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may shall be amended, in whole or in part, with: (i) with the approval of a majority of the Board of Managers (including the vote of a majority of the Independent DirectorsManagers, if required by the 0000 Xxx) without the Members approval; and (ii) Investment Company Act), and, if required by the 1940 Investment Company Act, the approval of the Members by such vote as is required by the 0000 XxxInvestment Company Act. (b) Any amendment to this Agreement that would: (i) increase the obligation of a Member to make any contribution to the capital of the CompanyCapital Contribution; (ii) reduce the Capital Account balance of a Member other than in accordance with Article VV hereof; or (iii) modify the events causing the dissolution of the Company; Fund, may be made only if (ix) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (iiy) such amendment does not become effective until (A) each Member has received written notice of such amendment (except an amendment contemplated in Section 8.1(c)(ii) hereof) and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Managers) to tender its entire Interest all of his or her Interests for repurchase by the CompanyFund. (c) The Without limiting the generality of the foregoing, the power of the Board of Managers to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include includes, but is not limited to, the power to: (i) restate this Agreement together with any amendments hereto that which have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document;; and (ii) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to change the name of the Fund in accordance with Section 2.2 hereof or to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that which may be inconsistent with any other provision hereof; and (iii) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal income tax purposes. (d) The Board shall cause written notice to be given of any amendment to this Agreement to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board of Directors (including the vote of a majority of the Independent Directors, if required by the 0000 1000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 1000 Xxx. (b) The execution of an instrument setting forth the establishment and designation and the relative rights of any class of Shares in accordance with Section 3.1 hereof shall, without any authorization, consent or vote of the Members, effect an amendment of this Agreement. (c) Any amendment that would: (i) increase the obligation of a Member to make any contribution to additional investment in the capital of the CompanyFund; (ii) reduce result in the Capital Account forfeiture of any portion of a Member other than in accordance with Article VMember’s Shares; or (iii) modify the events causing the dissolution of the CompanyFund; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Directors) to tender its entire Interest Shares for repurchase by the CompanyFund. Any amendment required or permitted to be submitted to Members which, as the Managers determine, shall affect the Members of one or more classes shall be authorized by vote of the Members of each class affected and no vote of Members of a class not affected shall be required. (cd) The power of the Board of Directors to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power to: (i) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b8.1(c) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereofregulation; and (iii) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company will not be treated as an association or a publicly traded partnership taxable as a corporation as defined provided in Section 7704(b) of the Code for U.S. federal income tax purposes3.1(e). (de) The Board of Directors shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (i) of Section 8.1(c) hereof) to each Member, which notice shall set forth (i1) the text of the proposed amendment or (ii2) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board of Managers (including the vote of a majority of the Independent DirectorsManagers, if required by the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx. (b) Any amendment that would: (i) increase the obligation of a Member to make any contribution to the capital of the CompanyFund; (ii) reduce the Capital Account of a Member other than in accordance with Article V; or (iii) modify the events causing the dissolution of the CompanyFund; may be made only if (i1) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii2) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Managers) to tender its entire Interest for repurchase by the CompanyFund pursuant to Article IV. (c) The power of the Board of Managers to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power to: (i) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b8.1(a) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and (iii) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company Fund will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal income tax purposesCode. (d) The Board of Managers shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by Section 8.1(c)(i) hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board of Directors (including the vote of a majority of the Independent Directors, if required by the 0000 Xxx1940 Act) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members approvax xx Xxxbers by such vote as is required by the 0000 Xxx1940 Act. (b) Any amendment that would: (i1) increase the obligation of a Member to make any contribution to the capital of the Company; (ii2) reduce the Capital Account of a Member other than in accordance with Article V; or (iii3) modify the events causing the dissolution of the Company; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Directors) to tender its entire Interest for repurchase by the Company. (c) The power of the Board of Directors to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power to: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation regulation, including but not limited to, to satisfy the requirements, or to reflect any relaxation of such requirements in the future, of the Bank Holding Company Act of 1956, as amended, or other U.S. banking laws, or any regulations, guidelines or policies or interpretations of the banking regulatory agencies or the staff thereof, or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and (iii3) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company will not be treated as an association or as a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal income tax purposesCode. (d) The Board of Directors shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 8.1(c) hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: with the approval of (i) the approval of the Board (including the vote of a majority of the Independent Directors, if required by the 1940 Act), (ii) the Manager or (iii) a majority (as defined in the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by outstanding Voting Interests of the 0000 XxxFund. (b) Any amendment that would: (i1) increase the obligation of a Member to make any contribution to the capital of the CompanyFund; (ii2) reduce the Capital Account of a Member other than in accordance with Article V; or (iii3) modify the events causing the dissolution of the CompanyFund; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the Board) to tender its his or her entire Interest for repurchase by the CompanyFund. (c) The power By way of example only, the Board to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power tomay: (i1) restate this Agreement together with any amendments hereto that which have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that which may be inconsistent with any other provision hereof, provided that such action does not adversely affect the rights of any Member in any material respect; and (iii3) amend this Agreement to make such changes as may be necessary or advisable desirable, based on advice of legal counsel to ensure that the Company will Fund, to assure the Fund's continuing eligibility to be classified for U.S. Federal income tax purposes as a partnership which is not be treated as an association or a publicly traded partnership taxable as a corporation as defined in under Section 7704(b7704(a) of the Code for U.S. federal income tax purposesCode. (d) The Board shall cause give written notice to be given of any proposed amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 8.1(a) hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board of Directors (including the vote of a majority of the Independent Directors, if required by the 0000 Xxx1940 Act) without the Members approval; and (ii) if required by the 1940 Act, the approval of the appxxxxx xx Members by such vote as is required by the 0000 Xxx1940 Act. (b) Any amendment that would: (i0) increase xncrease the obligation of a Member to make any contribution to the capital of the CompanyFund; (ii2) reduce the Capital Account of a Member other than in accordance with Article V; or (iii3) modify the events causing the dissolution of the CompanyFund; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Directors) to tender have its entire Interest for repurchase repurchased by the CompanyFund. (c) The power of the Board of Directors to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power to: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b8.1(a) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and (iii3) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company Fund will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal income tax purposesCode. (d) The Board of Directors shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 8.1(c) hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.19.1, this Agreement may be amended, in whole or in part, with: (i) the approval of a majority of the Board of Directors (including the vote approval of a majority of the Independent Directors, if required by the 0000 1000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members Shareholders by such vote as is required by the 0000 1000 Xxx. (b) Any amendment that would: (i1) increase the obligation of a Member Shareholder to make any contribution to the capital of the Company; (ii2) reduce the Capital Account of a Member rights attaching to the Shares held by any person as against the rights attaching to the Shares held by any other than in accordance with Article Vperson; or or (iii3) modify the events causing the dissolution of the Company; may be made only if (i) the written consent of each Member Shareholder adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member Shareholder has received written notice of such amendment and (B) any Member Shareholder objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Directors) to tender its entire Interest all of such person’s Shares for repurchase by the Company. (c) The power of the Board of Directors to amend this Agreement at any time without the consent of the other Members as set forth Shareholders in accordance with paragraph (a) of this Section 8.1 9.1 shall specifically include the power to: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b9.1(b) hereof) to effect compliance with any applicable law or regulation regulation, including, but not limited to, the requirements, or to reflect any relaxation of such requirements in the future, of the Bank Holding Company Act of 1956, as amended, or other U.S. banking laws, or any regulations, guidelines or policies or interpretations of the banking regulatory agencies or the staffs thereof, or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and (iii3) amend this Agreement Agreement, taking due consideration of the interests of the Shareholders of a whole, to make such changes as may be necessary or advisable to ensure that the Company will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. maintains its then-current federal income tax purposestreatment. (d) Any amendment that would modify the provisions of this Section 9.1 (if material) or the Company’s indemnification obligations may be made only with the unanimous consent of the Shareholders and, to the extent required by the 1940 Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors). (e) The Board of Directors shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 9.1(c) hereof) to each MemberShareholder, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member Shareholder upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: ; (i) the approval of the Board of Managers (including the vote of a majority of the Independent DirectorsManagers, if required by the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx. (b) Any amendment that would: (i1) increase the obligation of a Member to make any contribution to the capital of the CompanyFund; (ii2) reduce the Capital Account of a Member other than in accordance with Article V; or (iii3) modify the events causing the dissolution of the CompanyFund; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Managers) to tender its entire Interest for repurchase by the CompanyFund. (c) The power of the Board of Managers to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power to: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and (iii3) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company Fund will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal income tax purposesCode. (4) amend this Agreement to make any non-material changes. (d) The Board of Managers shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 8.1(c) hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board of Managers (including the vote of a majority of the Independent DirectorsManagers, if required by the 0000 1000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 1000 Xxx. (b) Any amendment that would: (i1) increase the obligation of a Member to make any contribution to the capital of the Company; (ii2) reduce the Capital Account of a Member other than in accordance with Article V; or (iii3) modify the events causing the dissolution of the Company; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Managers) to tender its entire Interest for repurchase by the Company. (c) The power of the Board of Managers to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 8.01 shall specifically include the power to: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation regulation, or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and (iii3) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company will not be treated as an association or as a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal income tax purposesCode. (d) The Board of Managers shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 8.1(c) hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may shall be amended, in whole or in part, with: (i) with the approval of a majority of the Board of Managers (including the vote of a majority of the Independent DirectorsManagers, if required by the 0000 Xxx) without the Members approval; and (ii) Investment Company Act), and, if required by the 1940 Investment Company Act, the approval of the Members Shareholders by such vote as is required by the 0000 XxxInvestment Company Act. (b) Any amendment to this Agreement that would: (i) increase the obligation of a Member Shareholder to make any contribution to the capital of the CompanyCapital Contribution; (ii) reduce the Capital Account balance of a Member Shareholder other than in accordance with Article VV hereof; or (iii) modify the events causing the dissolution of the Company; Fund, may be made only if (ix) the written consent of each Member Shareholder adversely affected thereby is obtained prior to the effectiveness thereof or (iiy) such amendment does not become effective until (A) each Member Shareholder has received written notice of such amendment (except an amendment contemplated in Section 8.1(c)(ii) hereof) and (B) any Member Shareholder objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Managers) to tender its his or her entire Interest Shares for repurchase by the CompanyFund. (c) The Without limiting the generality of the foregoing, the power of the Board of Managers to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include Shareholders includes, but is not limited to, the power to: (i) restate this Agreement together with any amendments hereto that which have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document;; and (ii) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to change the name of the Fund in accordance with Section 2.2 hereof or to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that which may be inconsistent with any other provision hereof; and (iii) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal income tax purposes. (d) The Board shall cause written notice to be given of any amendment to this Agreement to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may shall be amended, in whole or in part, with: (i) with the approval of a majority of the Board of Managers (including the vote of a majority of the Independent DirectorsManagers, if required by the 0000 Xxx) without the Members approval; and (ii) Investment Company Act), and, if required by the 1940 Investment Company Act, the approval of the Members by such vote as is required by the 0000 XxxInvestment Company Act. (b) Any amendment to this Agreement that would: (i) increase the obligation of a Member to make any contribution to the capital of the CompanyCapital Contribution; (ii) reduce the Capital Account balance of a Member other than in accordance with Article VV hereof; or (iii) modify the events causing the dissolution of the Company; Fund, may be made only if (ix) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (iiy) such amendment does not become effective until (A) each Member has received written notice of such amendment (except an amendment contemplated in Section 8.1(c)(ii) hereof) and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Managers) to tender its entire Interest all of his or her Shares for repurchase by the CompanyFund. (c) The Without limiting the generality of the foregoing, the power of the Board of Managers to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include includes, but is not limited to, the power to: (iiv) restate this Agreement together with any amendments hereto that which have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (iiv) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to change the name of the Fund in accordance with Section 2.2 hereof or to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that which may be inconsistent with any other provision hereof; and (iiivi) amend this Agreement to make such changes as may be necessary or advisable desirable, based on advice of legal counsel to ensure that the Company will not Fund, to assure the Fund’s continuing eligibility to be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code classified for U.S. federal income tax purposes. (dpurposes as a partnership that is not a “publicly traded partnership” taxable as a corporation under Section 7704(a) The Board shall cause written notice to be given of any amendment to this Agreement to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon requestCode.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.19.1, this Agreement may be amended, in whole or in part, with: (i) the approval of a majority of the Board of Directors (including the vote approval of a majority of the Independent Directors, if required by the 0000 XxxInvestment Company Act) without the Members approval; and (ii) if required by the 1940 Investment Company Act, the approval of the Members by such vote as is required by the 0000 XxxInvestment Company Act. (b) Any amendment that would: (i) increase the obligation of a Member to make any contribution to the capital of the CompanyFund; (ii) reduce the Capital Account of a Member rights attaching to the Shares held by any person as against the rights attaching to the Shares held by any other person (other than in accordance with Article Vby increasing the expenses or liabilities of the Fund as a whole); or (iii) modify the events causing the dissolution of the CompanyFund; may be made only if (i) the written consent of each Member adversely affected thereby by such amendment is obtained prior to the effectiveness thereof of such amendment or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Directors) to tender its entire Interest all of such person’s Shares for repurchase by the CompanyFund. (c) The power of the Board of Directors to amend this Agreement at any time without the consent of the other Members as set forth in accordance with paragraph (a) of this Section 8.1 shall 9.1 shall, without limitation, specifically include the power to: (i) restate this Agreement together with any amendments hereto to this Agreement that have been duly adopted in accordance herewith with this Agreement to incorporate such amendments in a single, integrated document; (ii) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b9.1(b) hereofof this Agreement) to effect compliance with any applicable law or regulation regulation, or reasonable interpretation such law or regulation, or to cure any ambiguity or to correct or supplement any provision hereof of this Agreement that may be inconsistent with any other provision hereof; andof this Agreement; (iii) amend this Agreement Agreement, taking due consideration of the interests of the Members as a whole, to make such changes as may be necessary or advisable to ensure that the Company will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. Fund maintains its then‑current federal income tax purposestreatment. (d) Any amendment that would modify the provisions of this Section 9.1 (if material) may be made only with the unanimous consent of the Members and, to the extent required by the Investment Company Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors). (e) The Board of Directors shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 9.1(c) of this Agreement) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof of the amendment and a statement that the text of the amendment thereof will be furnished to any Member upon request. For the avoidance of doubt, written notice under this paragraph (e) need not be prior written notice.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board of Managers (including the vote of a majority of the Independent DirectorsManagers, if required by the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx. (b) Any amendment that would: (i) increase the obligation of a Member to make any contribution to the capital of the CompanyFund; (ii) reduce the Capital Account of a Member or Special Member Account other than in accordance with Article V; or (iii) modify the events causing the dissolution of the CompanyFund; may be made only if (i1) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii2) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Managers) to tender its entire Interest for repurchase by the CompanyFund pursuant to Article IV. (c) The power of the Board of Managers to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power to: (i) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b8.1(a) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and (iii) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company Fund will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal income tax purposesCode. (d) The Board of Managers shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 8.1(c) hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board (including the vote of a majority of the Independent Directors, if required by the 0000 Xxx) without the Members approval; and (ii) the approval of the Board and the Members if required by the 1940 Act, the approval of the Members by such vote Act or as is required by the 0000 Xxxstated below in Section 8.1(b). (b) Any amendment that would: (i) increase the obligation of a Member to make any contribution to the capital of the CompanyMaster Portfolio; (ii) reduce the Capital Account of a Member other than in accordance with Article V; or (iii) modify the events causing the dissolution of the CompanyMaster Portfolio; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the Board) to tender its entire Interest for repurchase by the CompanyMaster Portfolio. (c) The power of the Board to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power to: (i) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and (iii) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company Master Portfolio will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal income tax purposes. (d) The Board shall cause written notice to be given of any amendment to this Agreement to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.19.1, this Agreement may be amended, in whole or in part, with: (i) the approval of a majority of the Board of Directors (including the vote approval of a majority of the Independent Directors, if required by the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members Shareholders by such vote as is required by the 0000 Xxx. (b) Any amendment that would: (i1) increase the obligation of a Member Shareholder to make any contribution to the capital of the Company; (ii2) reduce the Capital Account rights attaching to the Shares held by any person as against the rights attaching to the Shares of a Member the same Series held by any other than in accordance with Article Vperson; or or (iii3) modify the events causing the dissolution of the CompanyCompany or any Series; may be made only if (i) the written consent of each Member Shareholder adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member Shareholder has received written notice of such amendment and (B) any Member Shareholder objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Directors) to tender its entire Interest all of such person’s Shares for repurchase by the Company. (c) The power of the Board of Directors to amend this Agreement at any time without the consent of the other Members as set forth Shareholders in accordance with paragraph (a) of this Section 8.1 9.1 shall specifically include the power to: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b9.1(b) hereof) to effect compliance with any applicable law or regulation regulation, including, but not limited to, the requirements, or to reflect any relaxation of such requirements in the future, of the Bank Holding Company Act of 1956, as amended, or other U.S. banking laws, or any regulations, guidelines or policies or interpretations of the banking regulatory agencies or the staffs thereof, or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and and (iii3) amend this Agreement Agreement, taking due consideration of the interests of the Shareholders of a whole, to make such changes as may be necessary or advisable to ensure that the Company will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. any Series maintains its then-current federal income tax purposestreatment. (d) Any amendment that would modify the provisions of this Section 9.1 (if material) or the Company’s indemnification obligations may be made only with the unanimous consent of the Shareholders (or the unanimous consent of the Shareholders of a Series if the amendment is limited to a Series) and, to the extent required by the 1940 Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors). (e) The Board of Directors shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 9.1(c) hereof) to each MemberShareholder, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member Shareholder upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board of Managers (including the vote of a majority of the Independent DirectorsManagers, if required by the 0000 Xxx1940 Act) without the Members approval; and (ii) if required by the 1940 Act1000 Xxx, the approval of the Members by such vote as is required by the 0000 Xxx1940 Act. (b) Any amendment that wouldxxxxx: (i1) increase the obligation of a Member to make any contribution to the capital of the CompanyFund; (ii2) reduce the Capital Account of a Member or Special Advisory Account other than in accordance with Article V; or (iii3) modify the events causing the dissolution of the CompanyFund; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Managers) to tender its entire Interest for repurchase by the CompanyFund. (c) The power of the Board of Managers to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power to: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b8.1(a) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and (iii3) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company Fund will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal income tax purposesCode. (d) The Board of Managers shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 8.1(c) hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board (including the vote of a majority of the Independent Directors, if required by the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx1940 Act. (b) Any amendment that would: (i) increase the obligation of a Member to make any contribution to the capital of the CompanyMaster Fund; (ii) reduce the Capital Account of a Member other than in accordance with Article V; or (iii) modify the events causing the dissolution of the CompanyMaster Fund; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the Board) to tender its entire Interest for repurchase by the CompanyMaster Fund. (c) The power of the Board to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power to: (i) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and (iii) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company Master Fund will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal income tax purposes. (d) The Board shall cause written notice to be given of any amendment to this Agreement to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board of Directors (including the vote of a majority of the Independent Directors, if required by the 0000 Xxx1940 Act) without the Members approval; and (ii) if required by the 1940 Actthx 0000 Xct, the approval of the Members by such vote as is required by the 0000 Xxx1940 Act. (b) Any amendment xxxxxxxxt that would: (i1) increase the obligation of a Member to make any contribution to the capital of the Company; (ii2) reduce the Capital Account of a Member Account other than in accordance with Article V; or (iii3) modify the events causing the dissolution of the Company; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Directors) to tender its entire Interest for repurchase by the Company. (c) The power of the Board of Directors to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 8.01 shall specifically include the power to: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation regulation, including but not limited to, to satisfy the requirements, or to reflect any relaxation of such requirements in the future, of the Bank Holding Company Act of 1956, as amended, or other U.S. banking laws, or any regulations, guidelines or policies or interpretations of the banking regulatory agencies or the staff thereof, or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and (iii3) amend this Agreement to make such changes as may be necessary or advisable for Federal tax purposes, including, without limitation, to ensure that (i) the Company will not be treated as an association or as a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code and (ii) the allocation provisions hereunder are respected for U.S. federal Federal income tax purposes, provided that such changes do not materially reduce any Member's allocations or distributions hereunder. (d) The Board of Directors shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 8.1(c) hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.19.1, this Agreement may be amended, in whole or in part, with: with the approval of (i) the approval of the Board (including the vote of a majority of the Independent Directors, if required by the 0000 1000 Xxx) without the Members approval; and or (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 1000 Xxx. (b) Any amendment that would: (i1) increase the obligation of a Member to make any capital contribution to the capital of the CompanyFund; (ii2) reduce the Capital Account of a Member rights attaching to the Shares held by any Person as against the rights attaching to the Shares held by any other than in accordance with Article VPerson, except to the extent specifically contemplated by Section 6.1(i); or (iii3) modify the events causing the dissolution of the CompanyFund; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment (other than an amendment described in Section 9.1(c) hereof) and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the Board) to tender its entire Interest his or her Shares for repurchase by the CompanyFund. Any amendment pursuant to Section 9.1(c) hereof shall not be subject to the provisions of this Section 9.1(b). (c) The power of the Board to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power tomay: (i1) restate this Agreement together with any amendments hereto that which have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b9.1(b) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that which may be inconsistent with any other provision hereof; and (iii3) amend this Agreement Agreement, taking due consideration of the interests of the Members as a whole to make such changes as may be necessary or advisable desirable, based on advice of legal counsel to ensure that the Company will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of Fund, to assure the Code for Fund maintains its then-current U.S. federal income tax purposestreatment or, at the Fund's sole discretion, change its U.S. federal tax treatment. (d) The Board shall cause give written notice to be given of any proposed amendment to this Agreement to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request. Upon obtaining such approvals required by this Agreement and without any further action or execution by any other Person, including any Member, (i) any amendment, restatement, modification or waiver of this Agreement shall be implemented and reflected in a writing executed solely by the Adviser or any one Director and (ii) the Member, and any other party to this Agreement, shall be deemed a party to and bound by such amendment, restatement, modification or waiver of this Agreement.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: with the approval of (i) the approval of the Board Directors (including the vote of a majority of the Independent Directors, if required by the 1940 Act), (ii) the Adviser or (iii) a majority (as defined in the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by outstanding Voting Interests of the 0000 XxxFund. (b) Any amendment that would: (i) increase the obligation of a Member to make any contribution to the capital of the CompanyFund; (ii) reduce the Capital Account of a Member other than in accordance with Article V; or (iii) modify the events causing the dissolution of the CompanyFund; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment (except an amendment contemplated in Section 8.1(c)(2) hereof) and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the Board) to tender its his or her entire Interest for repurchase by the CompanyFund. (c) The power By way of example only, the Board to amend this Agreement of Directors at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power tomay: (i) restate this Agreement together with any amendments hereto that which have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that which may be inconsistent with any other provision hereof; and (iii) amend this Agreement to make such changes as may be necessary or advisable desirable, based on advice of legal counsel to ensure that the Company will Fund, to assure the Fund’s continuing eligibility to be classified for U.S. Federal income tax purposes as a partnership which is not be treated as an association or a publicly traded partnership taxable as a corporation as defined in under Section 7704(b) of the Code for U.S. federal income tax purposesCode. (d) The Board shall cause give written notice to be given of any proposed amendment to this Agreement to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board (including the vote of a majority of the Independent DirectorsManagers, if required by the 0000 Xxx1940 Act) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members txx Xxxxxrs by such vote as is required by the 0000 Xxx1940 Act. (b) Any amendment that would: (i1) increase the obligation of obligaxxxx xx a Member to make any contribution to the capital of the Portfolio Company;; or (ii2) reduce the Capital Account of a Member other than in accordance with Article V; or (iii) modify the events causing the dissolution of the CompanyMember; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the Board) to tender all of its entire Interest for repurchase by the Portfolio Company. (c) The power of the Board to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power to: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b8.1(a) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and (iii3) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Portfolio Company will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal income tax purposesCode. (d) The Board shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 8.1(c) hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.19.1, this Agreement may be amended, in whole or in part, with: (i) the approval of a majority of the Board of Directors (including the vote approval of a majority of the Independent Directors, if required by the 0000 Xxx1940 Act) without the Members approval; and (ii) if required by rexxxxxx xy the 1940 Act, the approval of the Members Shareholders by such vote as is required by the 0000 Xxx1940 Act. (b) Any amendment xxxxxxxnt that would: (i1) increase the obligation of a Member Shareholder to make any contribution to the capital of the Company; (ii2) reduce the Capital Account rights attaching to the Shares held by any person as against the rights attaching to the Shares of a Member the same Series held by any other than in accordance with Article Vperson; or (iii3) modify the events causing the dissolution of the CompanyCompany or any Series; may be made only if (i) the written consent of each Member Shareholder adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member Shareholder has received written notice of such amendment and (B) any Member Shareholder objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Directors) to tender its entire Interest all of such person's Shares for repurchase by the Company. (c) The power of the Board of Directors to amend this Agreement at any time without the consent of the other Members as set forth Shareholders in accordance with paragraph (a) of this Section 8.1 9.1 shall specifically include the power to: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b9.1(b) hereof) to effect compliance with any applicable law or regulation regulation, including, but not limited to, the requirements, or to reflect any relaxation of such requirements in the future, of the Bank Holding Company Act of 1956, as amended, or other U.S. banking laws, or any regulations, guidelines or policies or interpretations of the banking regulatory agencies or the staffs thereof, or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and (iii3) amend this Agreement Agreement, taking due consideration of the interests of the Shareholders of a whole, to make such changes as may be necessary or advisable to ensure that the Company will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. any Series maintains its then-current federal income tax purposestreatment. (d) Any amendment that would modify the provisions of this Section 9.1 (if material) or the Company's indemnification obligations may be made only with the unanimous consent of the Shareholders (or the unanimous consent of the Shareholders of a Series if the amendment is limited to a Series) and, to the extent required by the 1940 Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors). (e) The Board of Directors shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 9.1(c) hereof) to each MemberShareholder, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member Shareholder upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.19.1, this Agreement may be amended, in whole or in part, with: (i) with the approval of the Board (including the vote of a majority of the Independent Directors, if required by the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members Shareholders by such vote as is required by the 0000 Xxx1940 Act and, in any event, with the approval of Shareholders holding at least a majority of the total number of votes eligible to be cast by all Shareholders . (b) Any amendment that would: (i1) increase the obligation of a Member Shareholder to make any contribution to the capital of the Company; (ii2) reduce the Capital Account of a Member rights attaching to the Shares held by any person as against the rights attaching to the Shares held by any other than in accordance with Article Vperson; or or (iii3) modify the events causing the dissolution of the Company; may be made only if (i) the written consent of each Member Shareholder adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member Shareholder has received written notice of such amendment and (B) any Member Shareholder objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Directors) to tender its entire Interest all of such person’s Shares for repurchase by the Company. (c) The power of the Board of Directors to amend this Agreement at any time without the consent of the other Members as set forth Shareholders in accordance with paragraph (a) of this Section 8.1 9.1 shall specifically include the power to: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b9.1(b) hereof) to effect compliance with any applicable law or regulation regulation, including, but not limited to, the requirements, or to reflect any relaxation of such requirements in the future, of the Bank Holding Company Act of 1956, as amended, or other U.S. banking laws, or any regulations, guidelines or policies or interpretations of the banking regulatory agencies or the staffs thereof, or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and (iii3) amend this Agreement Agreement, taking due consideration of the interests of the Shareholders of a whole, to make such changes as may be necessary or advisable to ensure that the Company will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. maintains its then-current federal income tax purposestreatment. (d) Any amendment that would modify the provisions of this Section 9.1 (if material) or the Company’s indemnification obligations may be made only with the unanimous consent of the Shareholders and, to the extent required by the 1940 Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors). No such amendment shall be deemed effective to the extent it purports to reduce the rights of indemnification owed to any person without that person’s express written consent thereto. (e) The Board of Directors shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 9.1(c) hereof) to each MemberShareholder, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member Shareholder upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board (including the vote of a majority of the Independent DirectorsManagers, if required by the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx. (b) Any amendment that would: (i1) increase the obligation of a Member to make any contribution to the capital of the Company;Fund; or (ii2) reduce the Capital Account of a Member other than in accordance with Article V; or (iii) modify the events causing the dissolution of the CompanyMember; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the Board) to tender all of its entire Interest Units for repurchase by the CompanyFund. (c) The power of the Board to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power to: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement to effect compliance with any applicable law or regulation (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and (iii3) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company Fund will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal income tax purposesCode. (d) The Board shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 8.1(c) hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board (including the vote of a majority of the Independent DirectorsManagers, if required by the 0000 Xxx1940 Act) without the Members approval; and (ii) if required by reqxxxxx xx the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx1940 Act. (b) Any amendment that amendmxxx xxxx would: (i1) increase the obligation of a Member to make any contribution to the capital of the Company;TEI; or (ii2) reduce the Capital Account of a Member other than in accordance with Article V; or (iii) modify the events causing the dissolution of the CompanyMember; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the Board) to tender all of its entire Interest Units for repurchase by the CompanyTEI. (c) The power of the Board to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power to: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b8.1(a) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and (iii3) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company TEI will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal income tax purposesCode. (d) The Board shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 8.1(c) hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may shall be amended, in whole or in part, with: (i) with the approval of a majority of the Board of Managers (including the vote of a majority of the Independent DirectorsManagers, if required by the 0000 Xxx) without the Members approval; and (ii) Investment Company Act), and, if required by the 1940 Investment Company Act, the approval of the Members by such vote as is required by the 0000 XxxInvestment Company Act. (b) Any amendment to this Agreement that would: (i) increase the obligation of a Member to make any contribution to the capital of the CompanyCapital Contribution; (ii) reduce the Capital Account of a Member other than in accordance with Article VV hereof; or (iii) modify the events causing the dissolution of the Company; Fund, may be made only if (ix) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (iiy) such amendment does not become effective until (A) each Member has received written notice of such amendment (except an amendment contemplated in Section 8.1(c)(ii) hereof) and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Managers) to tender its his or her entire Interest for repurchase by the CompanyFund. (c) The Without limiting the generality of the foregoing, the power of the Board of Managers to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include includes, but is not limited to, the power to: (i) restate this Agreement together with any amendments hereto that which have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to change the name of the Fund in accordance with Section 2.2 hereof or to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that which may be inconsistent with any other provision hereof; and (iii) amend this Agreement to make such changes as may be necessary or advisable desirable, based on advice of legal counsel to ensure that the Company will not Fund, to assure the Fund’s continuing eligibility to be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code classified for U.S. federal income tax purposes. (dpurposes as a partnership that is not a “publicly traded partnership” taxable as a corporation under Section 7704(a) of the Code. The Board of Managers shall cause give written notice to be given of any proposed amendment to this Agreement to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: with the approval of (i) the approval of the Board Directors (including the vote of a majority of the Independent Directors, if required by the 0000 Xxx) without the Members approval; and or (ii) if required by the 1940 Act, the approval of the Members by such vote a majority (as is required by defined in the 0000 Xxx) of the outstanding Voting Interests of the Fund. (b) Any amendment that would: (i1) increase the obligation of a Member to make any contribution to the capital of the CompanyFund; (ii2) reduce the Capital Account of a Member other than in accordance with Article V; or (iii3) modify the events causing the dissolution of the CompanyFund; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment (except an amendment contemplated in Section 8.1(c)(2) hereof) and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the Board) to tender its his or her entire Interest for repurchase by the CompanyFund (except as otherwise contemplated in Section 8.1(c) hereof). (c) The power By way of example only, the Board to amend this Agreement Adviser at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power tomay: (i1) restate this Agreement together with any amendments hereto that which have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that which may be inconsistent with any other provision hereof; and (iii3) amend this Agreement Agreement, taking due consideration of the interests of the Members as a whole to make such changes as may be necessary or advisable desirable, based on advice of legal counsel to ensure that the Company will Fund, to assure the Fund’s continuing eligibility to be classified for U.S. Federal income tax purposes as a partnership which is not be treated as an association or a publicly traded partnership taxable as a corporation as defined in under Section 7704(b7704(a) of the Code for U.S. federal income tax purposesCode. (d) The Board shall cause give written notice to be given of any proposed amendment to this Agreement to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of a majority of the Board of Directors (including the vote approval of a majority of the Independent Directors, if required by the 0000 Xxx1940 Act) without the Members approval; and (ii) if required by the 1940 Act, the approval xxxxxxxl of the Members by such vote as is required by the 0000 Xxx1940 Act. (b) Any amendment that would: (i0) increase the obligation of a Member to make any contribution to the capital of the Company;; or (ii2) reduce the Capital Account of a Member other than in accordance with Article V; or (iii) modify the events causing the dissolution of the CompanyMember; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each affected Member has received written notice of such amendment and (B) any such Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Directors) to tender all of its entire Interest Units for repurchase by the Company. (c) The power of the Board of Directors to amend this Agreement at any time without the consent of the other Members as set forth in accordance with paragraph (a) of this Section 8.1 8.01 shall specifically (and without limitation) include the power to: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or regulation, including to cure reflect any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereofrelaxation of the requirements of applicable law; and (iii3) amend this Agreement to make such changes as may be necessary or advisable for federal tax purposes, including, without limitation, to ensure that (i) the Company will not be treated as an association or as a publicly traded partnership taxable as a corporation as defined in Section section 7704(b) of the Code (or any successor provision) and (ii) the allocation provisions hereunder are respected for U.S. federal Federal income tax purposes, provided that such changes do not materially reduce any Member's allocations or distributions hereunder. (d) Any amendment that would modify the provisions of this Section 8.1 (if material) or the Company's indemnification obligations may be made only with the unanimous consent of the Members and, to the extent required by the 1940 Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors). Any amendment that would affect any Director's right to indemnification under this Agreement may only be effected by the written consent of such Director. (e) The Board of Directors shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 8.1(c) hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board of Managers (including the vote of a majority of the Independent DirectorsManagers, if required by the 0000 Xxx1940 Act) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members thx Xxxxxxs by such vote as is required by the 0000 Xxx1940 Act. (b) Any amendment that would: (i) increase the obligation of a Member to make any contribution to the capital of the CompanyFund; (ii) reduce the Capital Account of a Member or Special Member Account other than in accordance with Article V; or (iii) modify the events causing the dissolution of the CompanyFund; may be made only if (i1) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii2) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Managers) to tender its entire Interest for repurchase by the CompanyFund pursuant to Article IV. (c) The power of the Board of Managers to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power to: (i) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b8.1(a) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and (iii) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company Fund will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal income tax purposesCode. (d) The Board of Managers shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 8.1(c) hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of a majority of the Board of Directors (including the vote approval of a majority of the Independent Directors, if required by the 0000 1000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 1000 Xxx. (b) Any amendment that would: (i) would increase the obligation of a Member to make any contribution to the capital of the Company; (ii) reduce the Capital Account of a Member other than in accordance with Article V; or (iii) modify the events causing the dissolution of the Company; Company may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each affected Member has received written notice of such amendment and (B) any such Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Directors) to tender all of its entire Interest Units for repurchase by the Company. (c) No amendment, supplement or other modification may be made to Section 2.6(a), this Section 8.1(c), Section 8.6, Section 8.10 and Section 8.11 of this Agreement and no amendment may be made to this Agreement which would change any rights with respect to any Units by reducing the amount payable thereon upon liquidation of the Company or by diminishing or eliminating any voting rights pertaining thereto (except that this provision shall not limit the ability of the Directors to authorize, and to cause the Company to issue, Units and other securities pursuant to Section 6.2), except after a majority of the Directors have approved a resolution therefore which thereafter is approved by the affirmative vote of Members holding not less than seventy-five percent (75%) of the voting power (determined in accordance with Section 3.3(i) hereof) of each affected class or series outstanding, voting as separate classes or series, unless such amendment has been approved by eighty percent (80%) of the Directors, in which case approval by a Majority Vote of each affected class or series outstanding shall be required. Nothing contained in this Agreement shall permit the amendment of this Agreement to impair the exemption from personal liability of the Members, Directors, officers, employees and agents of the Company or to permit assessments upon Members. Any amendment that would affect any Director's right to indemnification under this Agreement may only be effected by the written consent of such Director. (d) The power of the Board of Directors to amend this Agreement at any time without the consent of the other Members as set forth in accordance with paragraph (a) of this Section 8.1 shall specifically (and without limitation) include the power to: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or regulation, including to cure reflect any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereofrelaxation of the requirements of applicable law; and (iii3) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal income tax purposes. (de) The After the Closing Date, the Board of Directors shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 8.1(d) hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: with the approval of (i) the approval of the Board Directors (including the vote of a majority of the Independent Directors, if required by the 0000 Xxx) without the Members approval; and or (ii) if required by the 1940 Act, the approval of the Members by such vote a majority (as is required by defined in the 0000 Xxx) of the outstanding Voting Interests of the Fund. (b) Any amendment that would: (i1) increase the obligation of a Member to make any contribution to the capital of the CompanyFund; (ii2) reduce the Capital Account of a Member other than in accordance with Article V; or (iii3) modify the events causing the dissolution of the CompanyFund; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment (except an amendment contemplated in Section 8.1(c)(2) hereof) and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the Board) to tender its his or her entire Interest for repurchase by the CompanyFund (except as otherwise contemplated in Section 8.1(c) hereof). (c) The power By way of example only, the Board to amend this Agreement Adviser at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power tomay: (i1) restate this Agreement together with any amendments hereto that which have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that which may be inconsistent with any other provision hereof; and (iii3) amend this Agreement Agreement, taking due consideration of the interests of the Members as a whole to make such changes as may be necessary or advisable desirable, based on advice of legal counsel to ensure that the Company will Fund, to assure the Fund's continuing eligibility to be classified for U.S. Federal income tax purposes as a partnership which is not be treated as an association or a publicly traded partnership taxable as a corporation as defined in under Section 7704(b7704(a) of the Code for U.S. federal income tax purposesCode. (d) The Board shall cause give written notice to be given of any proposed amendment to this Agreement to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.19.1, this Agreement may be amended, in whole or in part, with: (i) the approval of a majority of the Board of Directors (including the vote approval of a majority of the Independent Directors, if required by the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members Shareholders by such vote as is required by the 0000 Xxx. (b) Any amendment that would: (i1) increase the obligation of a Member Shareholder to make any contribution to the capital of the Company; (ii2) reduce the Capital Account of a Member rights attaching to the Shares held by any person as against the rights attaching to the Shares held by any other than in accordance with Article Vperson; or or (iii3) modify the events causing the dissolution of the Company; may be made only if (i) the written consent of each Member Shareholder adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member Shareholder has received written notice of such amendment and (B) any Member Shareholder objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Directors) to tender its entire Interest all of such person’s Shares for repurchase by the Company. (c) The power of the Board of Directors to amend this Agreement at any time without the consent of the other Members as set forth Shareholders in accordance with paragraph (a) of this Section 8.1 9.1 shall specifically include the power to: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b9.1(b) hereof) to effect compliance with any applicable law or regulation regulation, including, but not limited to, the requirements, or to reflect any relaxation of such requirements in the future, of the Bank Holding Company Act of 1956, as amended, or other U.S. banking laws, or any regulations, guidelines or policies or interpretations of the banking regulatory agencies or the staffs thereof, or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and (iii3) amend this Agreement Agreement, taking due consideration of the interests of the Shareholders of a whole, to make such changes as may be necessary or advisable to ensure that the Company will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. maintains its then-current federal income tax purposestreatment. (d) The Board shall cause written notice to be given of any amendment to this Agreement to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.19.1, this Agreement may be amended, in whole or in part, with: with the approval of (i) the approval of the Board (including the vote of a majority of the Independent Directors, if required by the 0000 1000 Xxx) without the Members approval; and or (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 1000 Xxx. (b) Any amendment that would: (i1) increase the obligation of a Member to make any capital contribution to the capital of the CompanyFund; (ii2) reduce the Capital Account of a Member rights attaching to the Units held by any Person as against the rights attaching to the Units held by any other than in accordance with Article VPerson, except to the extent specifically contemplated by Section 6.1(k); or (iii3) modify the events causing the dissolution of the CompanyFund; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment (other than an amendment described in Section 9.1(c) hereof) and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the Board) to tender its entire Interest his or her Units for repurchase by the CompanyFund. Any amendment pursuant to Section 9.1(c) hereof shall not be subject to the provisions of this Section 9.1(b). (c) The power of the Board to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power tomay: (i1) restate this Agreement together with any amendments hereto that which have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b9.1(b) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that which may be inconsistent with any other provision hereof; and (iii3) amend this Agreement Agreement, taking due consideration of the interests of the Members as a whole to make such changes as may be necessary or advisable desirable, based on advice of legal counsel to ensure that the Company will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of Fund, to assure the Code for Fund maintains its then-current U.S. federal income tax purposestreatment or, at the Fund's sole discretion, change its U.S. federal tax treatment. (d) The Board shall cause give written notice to be given of any proposed amendment to this Agreement to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request. Upon obtaining such approvals required by this Agreement and without any further action or execution by any other Person, including any Member, (i) any amendment, restatement, modification or waiver of this Agreement shall be implemented and reflected in a writing executed solely by the Adviser or any one Director and (ii) the Member, and any other party to this Agreement, shall be deemed a party to and bound by such amendment, restatement, modification or waiver of this Agreement.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may shall be amended, in whole or in part, with: (i) with the approval of a majority of the Board of Managers (including the vote of a majority of the Independent DirectorsManagers, if required by the 0000 Xxx) without the Members approval; and (ii) Investment Company Act), and, if required by the 1940 Investment Company Act, the approval of the Members by such vote as is required by the 0000 XxxInvestment Company Act. (b) Any amendment to this Agreement that would: (i) increase the obligation of a Member to make any contribution to the capital of the CompanyCapital Contribution; (ii) reduce the Capital Account of a Member other than in accordance with Article VV hereof; or (iii) modify the events causing the dissolution of the Company; Fund, may be made only if (ix) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (iiy) such amendment does not become effective until (A) each Member has received written notice of such amendment (except an amendment contemplated in Section 8.1(c)(ii) hereof) and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Managers) to tender its his or her entire Interest for repurchase by the CompanyFund. (c) The Without limiting the generality of the foregoing, the power of the Board of Managers to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include includes, but is not limited to, the power to: (i) restate this Agreement together with any amendments hereto that which have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to change the name of the Fund in accordance with Section 2.2 hereof or to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that which may be inconsistent with any other provision hereof; and (iii) amend this Agreement to make such changes as may be necessary or advisable desirable, based on advice of legal counsel to ensure that the Company will not Fund, to assure the Fund’s continuing eligibility to be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code classified for U.S. federal income tax purposespurposes as a partnership that is not a “publicly traded partnership” taxable as a corporation under Section 7704(a) of the Code. (d) The Board of Managers shall cause give written notice to be given of any proposed amendment to this Agreement to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: with the approval of (i) the approval of the Board (including the vote of a majority of the Independent Directors, if required by the 0000 Xxx) without the Members approval1940 Act); and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx1940 Act. (b) Any amendment that would: (i1) increase the obligation of a Member to make any contribution to the capital of the CompanyFund; (ii2) reduce the Capital Account of a Member rights attaching to the Units held by any Person as against the rights attaching to the Units held by any other than in accordance with Article VPerson, except to the extent specifically contemplated by Section 5.1(a); or (iii3) modify the events causing the dissolution of the CompanyFund; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment (except an amendment contemplated in Section 8.1(c)(2) hereof) and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the Board) to tender its entire Interest his or her Units for repurchase by the CompanyFund (except as otherwise contemplated in Section 8.1(c) hereof). (c) The power By way of example only, the Board to amend this Agreement Board, at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power tomay: (i1) restate this Agreement together with any amendments hereto that which have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that which may be inconsistent with any other provision hereof; and (iii3) amend this Agreement Agreement, taking due consideration of the interests of the Members as a whole to make such changes as may be necessary or advisable desirable, based on advice of legal counsel to ensure that the Company will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of Fund, to assure the Code for U.S. Fund maintains its then-current federal income tax purposestreatment. (d) The Board shall cause give written notice to be given of any proposed amendment to this Agreement to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.19.1, this Agreement may be amended, in whole or in part, with: (i) the approval of a majority of the Board of Directors (including the vote approval of a majority of the Independent Directors, if required by the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx. (b) Any amendment that would: (i1) increase the obligation of a Member to make any contribution to the capital of the Company; (ii2) reduce the Capital Account of a Member rights attaching to the Shares held by any person as against the rights attaching to the Shares held by any other person (other than in accordance with Article Vby increasing the expenses or liabilities of the Company as a whole); or (iii3) modify the events causing the dissolution of the Company; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Directors) to tender its entire Interest all of such person’s Shares for repurchase by the Company. (c) The power of the Board of Directors to amend this Agreement at any time without the consent of the other Members as set forth in accordance with paragraph (a) of this Section 8.1 shall 9.01 shall, without limitation, specifically include the power to: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b9.1(b) hereof) to effect compliance with any applicable law or regulation regulation, or reasonable interpretation thereof, or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and; (iii3) amend this Agreement Agreement, taking due consideration of the interests of the Members as a whole, to make such changes as may be necessary or advisable to ensure that the Company will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. maintains its then-current federal income tax purposestreatment. (d) Any amendment that would modify the provisions of this Section 9.1 (if material) may be made only with the unanimous consent of the Members and, to the extent required by the 1940 Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors). (e) The Board of Directors shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 9.1(c) hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request. For the avoidance of doubt, written notice under this paragraph (e) need not be prior written notice.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board (including the vote of a majority of the Independent DirectorsManagers, if required by the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx. (b) Any amendment that would: (i1) increase the obligation of a Member to make any contribution to the capital of the Company;Fund; or (ii2) reduce the Capital Account of a Member other than in accordance with Article V; or (iii) modify the events causing the dissolution of the CompanyMember; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the Board) to tender all of its entire Interest Units for repurchase by the CompanyFund. (c) The power of the Board to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power to: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement to effect compliance with any applicable law or regulation (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and; (iii3) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company Fund will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal income tax purposesCode; and (4) as provided in Section 3.1(e). (d) The Board shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 8.1(c) hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.17.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board of Managers (including the vote of a majority of the Independent DirectorsManagers, if required by the 0000 Xxx1940 Act) without the Members approval; and (ii) if required xx xxxxxred by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx1940 Act. (bx) Any Xxy amendment that would: (i1) increase the obligation of a Member to make any contribution to the capital of the CompanyFund; (ii2) reduce the Capital Account of a Member or Special Advisory Account other than in accordance with Article VIV; or (iii3) modify the events causing the dissolution of the CompanyFund; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Managers) to tender its entire Interest for repurchase by the CompanyFund. (c) The power of the Board of Managers to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 7.1 shall specifically include the power to: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b7.1(b) hereof) to effect compliance with or reflect any relaxation in the future of any applicable law law, regulation, policy, interpretation or regulation guideline of any applicable regulatory agency, or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and (iii3) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company Fund will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal Federal income tax purposes. (d) The Board of Managers shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 7.1(c) hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: with (i) the approval of the Board of Managers (including the vote of a majority of the Independent DirectorsManagers, if required by the 0000 Xxx1940 Act) without the Members approval; and (ii) if required rxxxxxxx by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx1940 Act. (b) Any amendment Xxx xxxndment that would: (i1) increase the obligation of a Member to make any contribution to the capital of the CompanyFund; (ii2) reduce the Capital Account of a Member other than in accordance with Article V; or (iii3) modify the events causing the dissolution of the CompanyFund; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Managers) to tender all its entire Interest Units for repurchase by the CompanyFund. (c) The power By way of example only, the Board to amend this Agreement of Managers at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power tomay: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof, provided that such action does not adversely affect the right of any Member in any material respect; and (iii3) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company Fund will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal income tax purposesCode. (d) The Board of Managers shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 8.1(c) hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board of Managers (including the vote of a majority of the Independent DirectorsManagers, if required by the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx. (b) Any amendment that would: (i1) increase the obligation of a Member to make any contribution to the capital of the Company; (ii2) reduce the Capital Account of a Member other than in accordance with Article V; or (iii3) modify the events causing the dissolution of the Company; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Managers) to tender have all of its entire Interest for repurchase Units repurchased by the Company. (c) The power of the Board of Managers to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power to: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and (iii3) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company will not be treated as an association or as a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal income Federal tax purposes. (d) The Board of Managers shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 8.1(c) hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of a majority of the Board of Directors (including the vote approval of a majority of the Independent Directors, if required by the 0000 1000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 1000 Xxx. (b) Any amendment that would: (i1) increase the obligation of a Member to make any contribution to the capital of the Company;; or (ii2) reduce the Capital Account of a Member other than in accordance with Article V; or (iii) modify the events causing the dissolution of the CompanyMember; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each affected Member has received written notice of such amendment and (B) any such Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Directors) to tender all of its entire Interest Units for repurchase by the Company. (c) No amendment, supplement or other modification may be made to Section 2.6(a), this Section 8.1(c), Section 8.9 and Section 8.10 of this Agreement and no amendment may be made to this Agreement which would change any rights with respect to any Units by reducing the amount payable thereon upon liquidation of the Company or by diminishing or eliminating any voting rights pertaining thereto (except that this provision shall not limit the ability of the Directors to authorize, and to cause the Company to issue, Units and other securities pursuant to Section 6.2), except after a majority of the Directors have approved a resolution therefore which thereafter is approved by the affirmative vote of Members holding not less than seventy-five percent (75%) of the outstanding Units of each affected class or series outstanding, voting as separate classes or series, unless such amendment has been approved by eighty percent (80%) of the Directors, in which case approval by a Majority Vote of each affected class or series outstanding shall be required. Nothing contained in this Agreement shall permit the amendment of this Agreement to impair the exemption from personal liability of the Members, Directors, officers, employees and agents of the Company or to permit assessments upon Members. Any amendment that would affect any Director’s right to indemnification under this Agreement may only be effected by the written consent of such Director. (d) The power of the Board of Directors to amend this Agreement at any time without the consent of the other Members as set forth in accordance with paragraph (a) of this Section 8.1 shall specifically (and without limitation) include the power to: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document;; and (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or regulation, including to cure reflect any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; andrelaxation of the requirements of applicable law. (iii3) amend this Agreement to make such changes as may be necessary or advisable for federal tax purposes, including, without limitation, to ensure that (i) the Company will not be treated as an association or as a publicly traded partnership taxable as a corporation as defined in Section section 7704(b) of the Code (or any successor provision) and (ii) the allocation provisions hereunder are respected for U.S. federal Federal income tax purposes, provided that such changes do not materially reduce any Member’s allocations or distributions hereunder. (de) The After the Closing, the Board of Directors shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 8.1(d) hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.17.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board of Managers (including the vote of a majority of the Independent DirectorsManagers, if required by the 0000 Xxx1940 Act) without the Members approval; and (ii) if required xx xxxxxred by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx1940 Act. (b) Any amendment Xxx xxendment that would: (i1) increase the obligation of a Member to make any contribution to the capital of the CompanyFund; (ii2) reduce the Capital Account of a Member or Special Advisory Account other than in accordance with Article VIV; or (iii3) modify the events causing the dissolution of the CompanyFund; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Managers) to tender its entire Interest for repurchase by the CompanyFund. (c) The power of the Board of Managers to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 7.1 shall specifically include the power to: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b7.1(b) hereof) to effect compliance with or reflect any relaxation in the future of any applicable law law, regulation, policy, interpretation or regulation guideline of any applicable regulatory agency, or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and (iii3) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company Fund will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal Federal income tax purposes. (d) The Board of Managers shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 7.1(c) hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.17.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board of Managers (including the vote of a majority of the Independent DirectorsManagers, if required by the 0000 Xxx1940 Act) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members xxx Xxxbers by such vote as is required by the 0000 Xxx1940 Act. (b) Any amendment that would: (i0) increase xxcrease the obligation of a Member to make any contribution to the capital of the CompanyFund; (ii2) reduce the Capital Account of a Member other than in accordance with Article VIV; or (iii3) modify the events causing the dissolution of the CompanyFund; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Managers) to tender its entire Interest for repurchase by the CompanyFund. (c) The power of the Board of Managers to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 7.1 shall specifically include the power to: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b7.1(b) hereof) to effect compliance with or reflect any relaxation in the future of any applicable law law, regulation, policy, interpretation or regulation guideline of any applicable regulatory agency, or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and (iii3) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company Fund will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal Federal income tax purposes. (d) The Board of Managers shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 7.1(c) hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: with the approval of (i) the approval of the Board Directors (including the vote of a majority of the Independent Directors, if required by the 1940 Act), (ii) PWAdmin (to the extent consistent with its administrative functions) or (iii) a majority (as defined in the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by outstanding voting securities of the 0000 XxxFund. (b) Any amendment that would: (i1) increase the obligation of a Member to make any contribution to the capital of the CompanyFund; (ii2) reduce the Capital Account of a Member other than in accordance with Article V; or (iii3) modify the events causing the dissolution of the CompanyFund; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the Board) to tender its his or her entire Interest for repurchase by the CompanyFund. Any amendment that would reduce the Special Advisory Account other than in accordance with Article V may be made only if the written consent of the Special Advisory Member is obtained prior to the effectiveness thereof. (c) The power of the Board to amend this Agreement PWAdmin at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power tomay: (i1) restate this Agreement together with any amendments hereto that which have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that which may be inconsistent with any other provision hereof, provided that such action does not adversely affect the rights of any Member in any material respect; and (iii3) amend this Agreement to make such changes as may be necessary or advisable desirable, based on advice of legal counsel to ensure that the Company will Fund, to assure the Fund's continuing eligibility to be classified for U.S. Federal income tax purposes as a partnership which is not be treated as an association or a publicly traded partnership taxable as a corporation as defined in under Section 7704(b7704(a) of the Code for U.S. federal income tax purposesCode. subject, however, to the limitation that any amendment to this Agreement pursuant to Sections 8.1(c)(2) or (3) hereof shall be valid only if approved by the Directors (including the vote of a majority of the Independent Directors, if required by the 1940 Act). (d) The Board shall cause give written notice to be given of any proposed amendment to this Agreement to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of a majority of the Board of Directors (including the vote approval of a majority of the Independent Directors, if required by the 0000 1940 Xxx) without the Members approval; and xnd (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 1940 Xxx. (b) Any amendment that would: (i1) increase the obligation of a Member to make any contribution to the capital of the Company;; or (ii2) reduce the Capital Account of a Member other than in accordance with Article V; or (iii) modify the events causing the dissolution of the CompanyMember; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each affected Member has received written notice of such amendment and (B) any such Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Directors) to tender all of its entire Interest for repurchase by the Company. (c) No amendment, supplement or other modification may be made to Section 2.6(a), this Section 8.1(c), Section 8.6, Section 8.10 and Section 8.11 of this Agreement and no amendment may be made to this Agreement which would change any rights with respect to any Interests by reducing the amount payable thereon upon liquidation of the Company or by diminishing or eliminating any voting rights pertaining thereto (except that this provision shall not limit the ability of the Directors to authorize, and to cause the Company to issue, Interests and other securities pursuant to Section 6.2), except after a majority of the Directors have approved a resolution therefore which thereafter is approved by the affirmative vote of Members holding not less than seventy-five percent (75%) of the voting power (determined in accordance with Section 3.3(i) hereof) of each affected class or series outstanding, voting as separate classes or series, unless such amendment has been approved by eighty percent (80%) of the Directors, in which case approval by a Majority Vote of each affected class or series outstanding shall be required. Nothing contained in this Agreement shall permit the amendment of this Agreement to impair the exemption from personal liability of the Members, Directors, officers, employees and agents of the Company or to permit assessments upon Members. Any amendment that would affect any Director's right to indemnification under this Agreement may only be effected by the written consent of such Director. (d) The power of the Board of Directors to amend this Agreement at any time without the consent of the other Members as set forth in accordance with paragraph (a) of this Section 8.1 shall specifically (and without limitation) include the power to: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or regulation, including to cure reflect any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereofrelaxation of the requirements of applicable law; and (iii3) amend this Agreement to make such changes as may be necessary or advisable for federal tax purposes, including, without limitation, to ensure that (i) the Company will not be treated as an association or as a publicly traded partnership taxable as a corporation as defined in Section section 7704(b) of the Code (or any successor provision) and (ii) the allocation provisions hereunder are respected for U.S. federal Federal income tax purposes, provided that such changes do not materially reduce any Member's allocations or distributions hereunder. (de) The After the Closing, the Board of Directors shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 8.1(c) hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board (including the vote of a majority of the Independent Directors, if required by the 0000 1900 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 1900 Xxx. (b) Any amendment that would: (i) increase the obligation of a Member to make any contribution to the capital of the Company; (ii) reduce the Capital Account of a Member other than in accordance with Article V; or (iii) modify the events causing the dissolution of the Company; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the Board) to tender its entire Interest for repurchase by the Company. (c) The power of the Board to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power to: (i) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and (iii) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal income tax purposes. (d) The Board shall cause written notice to be given of any amendment to this Agreement to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board of Managers (including the vote of a majority of the Independent DirectorsManagers, if required by the 0000 1940 Xxx) without the Members approval; and xxd (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 1940 Xxx. (b) Any amendment that would: (i1) increase the obligation of a Member to make any contribution to the capital of the Company; (ii2) reduce the Capital Account of a Member or Special Advisory Account other than in accordance with Article V; or (iii3) modify the events causing the dissolution of the Company; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the Board) to tender its entire Interest for repurchase by the Company.; (c) The power of the Board of Managers to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 8.01 shall specifically include the power to: (i1) restate this Agreement together with any amendments hereto that which have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation regulation, including but not limited to, to satisfy the requirements, or to reflect any relaxation of such requirements in the future, of the Bank Holding Company Act or other U.S. or Canadian banking laws, or any regulations, guidelines or policies or interpretations of the banking regulatory agencies or the staff thereof, or to cure any ambiguity or to correct or supplement any provision hereof that which may be inconsistent with any other provision hereof, provided that such action does not adversely affect the rights of any Member in any material respect; and (iii3) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company Partnership will not be treated as an association taxable as a corporation or as a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal income tax purposesCode. (d) The Board of Managers shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 8.1(c) hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board (including the vote of a majority of the Independent Directors, if required by the 0000 Xxx1940 Act) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx1940 Act. (b) Any amendment that wouldamendmenx xxxx xould: (i) increase the obligation of a Member to make any contribution to the capital of the Company; (ii) reduce the Capital Account of a Member other than in accordance with Article V; or (iii) modify the events causing the dissolution of the Companycompany; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the Board) to tender its entire Interest for repurchase by the Company. (c) The power of the Board to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power to: (i) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and (iii) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal Federal income tax purposes. (d) The Board shall cause written notice to be given of any amendment to this Agreement to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.19.1, this Agreement may be amended, in whole or in part, with: (i) the approval of a majority of the Board of Directors (including the vote approval of a majority of the Independent Directors, if required by the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members Shareholders by such vote as is required by the 0000 Xxx1940 Act. (b) Any amendment that would: (i1) increase the obligation of a Member Shareholder to make any contribution to the capital of the Company; (ii2) reduce the Capital Account rights attaching to the Shares held by any person as against the rights attaching to the Shares of a Member the same Series held by any other than in accordance with Article Vperson; or or (iii3) modify the events causing the dissolution of the CompanyCompany or any Series; may be made only if (i) the written consent of each Member Shareholder adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member Shareholder has received written notice of such amendment and (B) any Member Shareholder objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Directors) to tender its entire Interest all of such person’s Shares for repurchase by the Company. (c) The power of the Board of Directors to amend this Agreement at any time without the consent of the other Members as set forth Shareholders in accordance with paragraph (a) of this Section 8.1 9.1 shall specifically include the power to: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b9.1(b) hereof) to effect compliance with any applicable law or regulation regulation, including, but not limited to, the requirements, or to reflect any relaxation of such requirements in the future, of the Bank Holding Company Act of 1956, as amended, or other U.S. banking laws, or any regulations, guidelines or policies or interpretations of the banking regulatory agencies or the staffs thereof, or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and and (iii3) amend this Agreement Agreement, taking due consideration of the interests of the Shareholders of a whole, to make such changes as may be necessary or advisable to ensure that the Company will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. any Series maintains its then-current federal income tax purposestreatment. (d) Any amendment that would modify the provisions of this Section 9.1 (if material) or the Company’s indemnification obligations may be made only with the unanimous consent of the Shareholders (or the unanimous consent of the Shareholders of a Series if the amendment is limited to a Series) and, to the extent required by the 1940 Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors). (e) The Board of Directors shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 9.1(c) hereof) to each MemberShareholder, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member Shareholder upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: with (i) the approval of the Board of Managers (including the vote of a majority of the Independent DirectorsManagers, if required by the 0000 Xxx1940 Act) without the Members approval; and (ii) if required ix xxxxxxed by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx1940 Act. (bx) Any Xxx amendment that would: (i1) increase the obligation of a Member to make any contribution to the capital of the CompanyFund; (ii2) reduce the Capital Account of a Member other than in accordance with Article V; or (iii3) modify the events causing the dissolution of the CompanyFund; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Managers) to tender all its entire Interest Units for repurchase by the CompanyFund. (c) The power By way of example only, the Board to amend this Agreement of Managers at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power tomay: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof, provided that such action does not adversely affect the right of any Member in any material respect; and (iii3) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company Fund will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal income tax purposesCode. (d) The Board of Managers shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 8.1(c) hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board (including the vote of a majority of the Independent Directors, if required by the 0000 Xxx1940 Act) without the Members approvalapprovax; and xxx (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx1940 Act. (b) Any amendment that wouldxxxx xxxld: (i) increase the obligation of a Member to make any contribution to the capital of the Company; (ii) reduce the Capital Account of a Member other than in accordance with Article V; or (iii) modify the events causing the dissolution of the Companycompany; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the Board) to tender its entire Interest for repurchase by the Company. (c) The power of the Board to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power to: (i) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and (iii) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal Federal income tax purposes. (d) The Board shall cause written notice to be given of any amendment to this Agreement to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of a majority of the Board of Directors (including the vote approval of a majority of the Independent Directors, if required by the 0000 1900 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 1900 Xxx. (b) Any amendment that would: (i) would increase the obligation of a Member to make any contribution to the capital of the Company; (ii) Company or reduce the Capital Account of a Member other than in accordance with Article V; or (iii) modify the events causing the dissolution of the Company; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each affected Member has received written notice of such amendment and (B) any such Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Directors) to tender all of its entire Interest Units for repurchase by the Company. (c) No amendment, supplement or other modification may be made to Section 2.6(a), this Section 8.1(c), Section 8.6, Section 8.10 and Section 8.11 of this Agreement and no amendment may be made to this Agreement which would change any rights with respect to any Units by reducing the amount payable thereon upon liquidation of the Company or by diminishing or eliminating any voting rights pertaining thereto (except that this provision shall not limit the ability of the Directors to authorize, and to cause the Company to issue, Units and other securities pursuant to Section 6.2), except after a majority of the Directors have approved a resolution therefore which thereafter is approved by the affirmative vote of Members holding not less than seventy-five percent (75%) of the voting power (determined in accordance with Section 3.3(i) hereof) of each affected class or series outstanding, voting as separate classes or series, unless such amendment has been approved by eighty percent (80%) of the Directors, in which case approval by a Majority Vote of each affected class or series outstanding shall be required. Nothing contained in this Agreement shall permit the amendment of this Agreement to impair the exemption from personal liability of the Members, Directors, officers, employees and agents of the Company or to permit assessments upon Members. Any amendment that would affect any Director's right to indemnification under this Agreement may only be effected by the written consent of such Director. (d) The power of the Board of Directors to amend this Agreement at any time without the consent of the other Members as set forth in accordance with paragraph (a) of this Section 8.1 shall specifically (and without limitation) include the power to: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or regulation, including to cure reflect any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereofrelaxation of the requirements of applicable law; and (iii3) amend this Agreement to make such changes as may be necessary or advisable for federal tax purposes, including without limitation, to ensure that (i) the Company will not be treated as an association or as a publicly traded partnership taxable as a corporation as defined in Section section 7704(b) of the Code (or any successor provision) and (ii) the allocation provisions hereunder are respected for U.S. federal Federal income tax purposes, provided that such changes do not materially reduce any Member's allocations or distributions hereunder. (de) The After the Closing Date, the Board of Directors shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 8.1(d) hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.19.1, this Agreement may be amended, in whole or in part, with: (i) the approval of a majority of the Board of Directors (including the vote approval of a majority of the Independent Directors, if required by the 0000 Xxx1940 Act) without the Members approval; and (ii) if required by rexxxxxx xy the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx1940 Act. (b) Any amendment Xxx xxxxdment that would: (i1) increase the obligation of a Member to make any contribution to the capital of the Company; (ii2) reduce the Capital Account rights attaching to the Shares held by any person as against the rights attaching to the Shares of a Member the same Series held by any other than in accordance with Article Vperson; or (iii3) modify the events causing the dissolution of the CompanyCompany or any Series; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Directors) to tender its entire Interest all of such person's Shares for repurchase by the Company. (c) The power of the Board of Directors to amend this Agreement at any time without the consent of the other Members as set forth in accordance with paragraph (a) of this Section 8.1 9.1 shall specifically include the power to: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b9.1(b) hereof) to effect compliance with any applicable law or regulation regulation, including, but not limited to, the requirements, or to reflect any relaxation of such requirements in the future, of the Bank Holding Company Act of 1956, as amended, or other U.S. banking laws, or any regulations, guidelines or policies or interpretations of the banking regulatory agencies or the staffs thereof, or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and (iii3) amend this Agreement Agreement, taking due consideration of the interests of the Members of a whole, to make such changes as may be necessary or advisable to ensure that the Company will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. any Series maintains its then-current federal income tax purposestreatment. (d) Any amendment that would modify the provisions of this Section 9.1 (if material) or the Company's indemnification obligations may be made only with the unanimous consent of the Members (or the unanimous consent of the Members of a Series if the amendment is limited to a Series) and, to the extent required by the 1940 Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors). (e) The Board of Directors shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 9.1(c) hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of a majority of the Board of Directors (including the vote approval of a majority of the Independent Directors, if required by the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx. (b) Any amendment that would: (i) would increase the obligation of a Member to make any contribution to the capital of the Company; (ii) reduce the Capital Account of a Member other than in accordance with Article V; or (iii) modify the events causing the dissolution of the Company; Company may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each affected Member has received written notice of such amendment and (B) any such Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Directors) to tender all of its entire Interest Units for repurchase by the Company. (c) No amendment, supplement or other modification may be made to Section 2.6(a), this Section 8.1(c), Section 8.6, Section 8.10 and Section 8.11 of this Agreement and no amendment may be made to this Agreement which would change any rights with respect to any Units by reducing the amount payable thereon upon liquidation of the Company or by diminishing or eliminating any voting rights pertaining thereto (except that this provision shall not limit the ability of the Directors to authorize, and to cause the Company to issue, Units and other securities pursuant to Section 6.2), except after a majority of the Directors have approved a resolution therefore which thereafter is approved by the affirmative vote of Members holding not less than seventy-five percent (75%) of the voting power (determined in accordance with Section 3.3(i) hereof) of each affected class or series outstanding, voting as separate classes or series, unless such amendment has been approved by eighty percent (80%) of the Directors, in which case approval by a Majority Vote of each affected class or series outstanding shall be required. Nothing contained in this Agreement shall permit the amendment of this Agreement to impair the exemption from personal liability of the Members, Directors, officers, employees and agents of the Company or to permit assessments upon Members. Any amendment that would affect any Director's right to indemnification under this Agreement may only be effected by the written consent of such Director. (d) The power of the Board of Directors to amend this Agreement at any time without the consent of the other Members as set forth in accordance with paragraph (a) of this Section 8.1 shall specifically (and without limitation) include the power to: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or regulation, including to cure reflect any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereofrelaxation of the requirements of applicable law; and (iii3) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal income tax purposes. (de) The After the Closing Date, the Board of Directors shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 8.1(d) hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: with the approval of (i) the approval of the Board Directors (including the vote of a majority of the Independent Directors, if required by the 1940 Act), or (ii) a majority (as defined in the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by outstanding Voting Interests of the 0000 XxxFund. (b) Any amendment that would: (i) increase the obligation of a Member to make any contribution to the capital of the CompanyFund; (ii) reduce the Capital Account Units of a Member other than in accordance with Article Vas expressly contemplated herein; or (iii) modify the events causing the dissolution of the CompanyFund; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment (except an amendment contemplated in Section 8.1(c)(2) hereof) and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the Board) to tender its his or her entire Interest for repurchase by the CompanyFund. (c) The power By way of example only, the Board to amend this Agreement of Directors at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power tomay: (i) restate this Agreement together with any amendments hereto that which have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that which may be inconsistent with any other provision hereof; and (iii) amend this Agreement to make such changes as may be necessary or advisable desirable, based on advice of legal counsel to ensure that the Company will not Fund, to assure the Fund’s continuing eligibility to be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code regulated investment company for U.S. federal Federal income tax purposes. (d) The Board shall cause give written notice to be given of any proposed amendment to this Agreement to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board of Directors (including the vote of a majority of the Independent Directors, if required by the 0000 1000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx1940 Act. (b) The execution of an instrument setting forth the establishment and designation and the relative rights of any class of Shares in accordance with Section 3.1 hereof shall, without any authorization, consent or vote of the Members, effect an amendment of this Agreement. (c) Any amendment that would: (i) increase the obligation of a Member to make any contribution to additional investment in the capital of the CompanyFund; (ii) reduce result in the Capital Account forfeiture of any portion of a Member other than in accordance with Article VMember’s Shares; or (iii) modify the events causing the dissolution of the CompanyFund; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Directors) to tender its entire Interest Shares for repurchase by the CompanyFund. Any amendment required or permitted to be submitted to Members which, as the Managers determine, shall affect the Members of one or more classes shall be authorized by vote of the Members of each class affected and no vote of Members of a class not affected shall be required. (cd) The power of the Board of Directors to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power to: (i) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b8.1(c) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereofregulation; and (iii) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company will not be treated as an association or a publicly traded partnership taxable as a corporation as defined provided in Section 7704(b) of the Code for U.S. federal income tax purposes3.1(e). (de) The Board of Directors shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (i) of Section 8.1(c) hereof) to each Member, which notice shall set forth (i1) the text of the proposed amendment or (ii2) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may shall be amended, in whole or in part, with: (i) with the approval of a majority of the Board of Managers (including the vote of a majority of the Independent DirectorsManagers, if required by the 0000 Xxx) without the Members approval; and (ii) Investment Company Act), and, if required by the 1940 Investment Company Act, the approval of the Members by such vote as is required by the 0000 XxxInvestment Company Act. (b) Any amendment to this Agreement that would: (i) increase the obligation of a Member to make any contribution to the capital of the CompanyCapital Contribution; (ii) reduce the Capital Account of a Member or the Incentive Allocation Account other than in accordance with Article VV hereof; or (iii) modify the events causing the dissolution of the Company; Fund, may be made only if (ix) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (iiy) such amendment does not become effective until (A) each Member has received written notice of such amendment (except an amendment contemplated in Section 8.1(c)(ii) hereof) and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Managers) to tender its his or her entire Interest for repurchase by the CompanyFund. (c) The Without limiting the generality of the foregoing, the power of the Board of Managers to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include includes, but is not limited to, the power to: (i) restate this Agreement together with any amendments hereto that which have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to change the name of the Fund in accordance with Section 2.2 hereof or to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that which may be inconsistent with any other provision hereof; and (iii) amend this Agreement to make such changes as may be necessary or advisable desirable, based on advice of legal counsel to ensure that the Company will not Fund, to assure the Fund’s continuing eligibility to be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code classified for U.S. federal income tax purposes. (dpurposes as a partnership that is not a “publicly traded partnership” taxable as a corporation under Section 7704(a) The Board shall cause written notice to be given of any amendment to this Agreement to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon requestCode.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.19.1, this Agreement may be amended, in whole or in part, with: (i) the approval of a majority of the Board of Directors (including the vote approval of a majority of the Independent Directors, if required by the 0000 XxxInvestment Company Act) without the Members approval; and (ii) if required by the 1940 Investment Company Act, the approval of the Members by such vote as is required by the 0000 XxxInvestment Company Act. (b) Any amendment that would: (i) increase the obligation of a Member to make any contribution to the capital of the CompanyFund; (ii) reduce the Capital Account of a Member rights attaching to the Shares held by any person as against the rights attaching to the Shares held by any other person (other than in accordance with Article Vby increasing the expenses or liabilities of the Fund as a whole); or (iii) modify the events causing the dissolution of the CompanyFund; may be made only if (i) the written consent of each Member adversely affected thereby by such amendment is obtained prior to the effectiveness thereof of such amendment or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Directors) to tender its entire Interest all of such person’s Shares for repurchase by the CompanyFund. (c) The power of the Board of Directors to amend this Agreement at any time without the consent of the other Members as set forth in accordance with paragraph (a) of this Section 8.1 shall 9.1 shall, without limitation, specifically include the power to: (i) restate this Agreement together with any amendments hereto to this Agreement that have been duly adopted in accordance herewith with this Agreement to incorporate such amendments in a single, integrated document; (ii) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b9.1(b) hereofof this Agreement) to effect compliance with any applicable law or regulation regulation, or reasonable interpretation such law or regulation, or to cure any ambiguity or to correct or supplement any provision hereof of this Agreement that may be inconsistent with any other provision hereof; andof this Agreement; (iii) amend this Agreement Agreement, taking due consideration of the interests of the Members as a whole, to make such changes as may be necessary or advisable to ensure that the Company will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. Fund maintains its then‑current federal income tax purposestreatment. (d) The Board shall cause written notice to be given of any amendment to this Agreement to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board of Managers (including the vote of a majority of the Independent DirectorsManagers, if required by the 0000 Xxx1940 Act) without the Members approval; and (ii) if required by the 1940 xx xxx 0940 Act, the approval of the Members by such vote as is required by the 0000 Xxx1940 Act. (b) Any amendment amxxxxxxx that would: (i1) increase the obligation of a Member to make any contribution to the capital of the Company; (ii2) reduce the Capital Account of a Member other than in accordance with Article V; or (iii3) modify the events causing the dissolution of the Company; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Managers) to tender have all of its entire Interest for repurchase Units repurchased by the Company. (c) The power of the Board of Managers to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power to: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and (iii3) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company will not be treated as an association or as a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal income Federal tax purposes. (d) The Board of Managers shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 8.1(c) hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board (including the vote of a majority of the Independent DirectorsManagers, if required by the 0000 1000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 1000 Xxx. (b) Any amendment that would: (i1) increase the obligation of a Member to make any contribution to the capital of the Company;Fund; or (ii2) reduce the Capital Account of a Member other than in accordance with Article V; or (iii) modify the events causing the dissolution of the CompanyMember; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the Board) to tender all of its entire Interest Units for repurchase by the CompanyFund. (c) The power of the Board to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power to: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement to effect compliance with any applicable law or regulation (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and; (iii3) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company Fund will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal income tax purposesCode; and (4) as provided in Section 3.1(e). (d) The Board shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 8.1(c) hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board of Managers (including the vote of a majority of the Independent DirectorsManagers, if required by the 0000 Xxx1940 Act) without the Members approval; and (ii) if required xx xxxuired by the 1940 Act, the approval of the Members Investors by such vote as is required by the 0000 Xxx1940 Act. (bx) Any amendment Xxx xmendment that would: (i1) increase the obligation of a Member an Investor to make any contribution to the capital of the CompanyFund; (ii2) reduce the Capital Account of a Member an Investor or Special Advisory Account other than in accordance with Article V; or (iii3) modify the events causing the dissolution of the CompanyFund; may be made only if (i) the written consent of each Member Investor adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member Investor has received written notice of such amendment and (B) any Member Investor objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Managers) to tender its entire Interest for repurchase by the CompanyFund. (c) The power By way of example only, the Board to amend this Agreement of at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power toInvestors may: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation regulation, or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof, provided that such action does not adversely affect the right of any Investor in any material respect; and (iii3) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company Fund will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal Federal income tax purposes. (d) The Board of Managers shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 8.1(c) hereof) to each MemberInvestor, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member Investor upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) with the approval of the Board Directors (including the vote of a majority of the Independent Directors, if required by the 0000 1940 Act), or a majority (as defined in the 1000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by outstanding Voting Interests of the 0000 XxxFund. (b) Any amendment that would: (i) increase the obligation of a Member to make any contribution to the capital of the CompanyFund; (ii) reduce the Capital Account of a Member other than in accordance with Article V; or (iii) modify the events causing the dissolution of the CompanyFund; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment (except an amendment contemplated in Section 8.1(c)(2) hereof) and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the Board) to tender its his or her entire Interest for repurchase by the CompanyFund. (c) The power By way of example only, the Board to amend this Agreement of Directors at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power tomay: (i) restate this Agreement together with any amendments hereto that which have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that which may be inconsistent with any other provision hereof; and (iii) amend this Agreement to make such changes as may be necessary or advisable desirable, based on advice of legal counsel to ensure that the Company will Fund, to assure the Fund’s continuing eligibility to be classified for U.S. Federal income tax purposes as a partnership which is not be treated as an association or a publicly traded partnership taxable as a corporation as defined in under Section 7704(b) of the Code for U.S. federal income tax purposesCode. (d) The Board shall cause give written notice to be given of any proposed amendment to this Agreement to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: ; (i) the approval of the Board of Managers (including the vote of a majority of the Independent DirectorsManagers, if required by the 0000 1000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 1000 Xxx. (b) Any amendment that would: (i1) increase the obligation of a Member to make any contribution to the capital of the CompanyFund; (ii2) reduce the Capital Account of a Member other than in accordance with Article V; or (iii3) modify the events causing the dissolution of the CompanyFund; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Managers) to tender its entire Interest for repurchase by the CompanyFund. (c) The power of the Board of Managers to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power to: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and (iii3) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company Fund will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal income tax purposesCode. (4) amend this Agreement to make any non-material changes. (d) The Board of Managers shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 8.1(c) hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: with the approval of (i) the approval of the Board (including the vote of a majority of the Independent Directors, if required by the 1940 Act), or (ii) a majority (as defined in the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by outstanding Voting Interests of the 0000 XxxFund. (b) Any amendment that would: (i1) increase the obligation of a Member to make any contribution to the capital of the CompanyFund; (ii2) reduce the Capital Account of a Member or the Special Advisory Account other than in accordance with Article V; or (iii3) modify the events causing the dissolution of the CompanyFund; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment (except an amendment contemplated in Section 8.1(c)(2) hereof) and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the Board) to tender its his or her entire Interest for repurchase by the CompanyFund. (c) The power By way of example only, the Board to amend this Agreement Board, at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power tomay: (i1) restate this Agreement together with any amendments hereto that which have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that which may be inconsistent with any other provision hereof, provided that such action does not adversely affect the rights of any Member in any material respect; and (iii3) amend this Agreement to make such changes as may be necessary or advisable desirable, based on advice of legal counsel to ensure that the Company will Fund, to assure the Fund’s continuing eligibility to be classified for U.S. Federal income tax purposes as a partnership which is not be treated as an association or a publicly traded partnership taxable as a corporation as defined in under Section 7704(b7704(a) of the Code for U.S. federal income tax purposesCode. (d) The Board shall cause give written notice to be given of any proposed amendment to this Agreement to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board of Directors (including the vote of a majority of the Independent Directors, if required by the 0000 Xxx1940 Act) without the Members approval; and (ii) if required by the 1940 Act, the approval of the apxxxxxx xf Members by such vote as is required by the 0000 Xxx1940 Act. (b) Any amendment that would: (i0) increase the obligation of a Member to make any contribution to the capital of the CompanyFund; (ii2) reduce the Capital Account of a Member other than in accordance with Article V; or (iii3) modify the events causing the dissolution of the CompanyFund; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Directors) to tender have its entire Interest for repurchase repurchased by the CompanyFund. (c) The power of the Board of Directors to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power to: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b8.1(a) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and (iii3) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company Fund will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal income tax purposesCode. (d) The Board of Directors shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 8.1(c) hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: with the approval of (i) the approval of the Board Directors (including the vote of a majority of the Independent Directors, if required by the 0000 1000 Xxx) without the Members approval; and or (ii) if required by a majority (as defined in the 1940 Act, the approval 1000 Xxx) of the Members by such vote as is required by outstanding Voting Interests of the 0000 XxxFund. (b) Any amendment that would: (i1) increase the obligation of a Member to make any contribution to the capital of the CompanyFund; (ii2) reduce the Capital Account of a Member other than in accordance with Article V; or (iii3) modify the events causing the dissolution of the CompanyFund; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment (except an amendment contemplated in Section 8.1(c)(2) hereof) and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the Board) to tender its his or her entire Interest for repurchase by the CompanyFund (except as otherwise contemplated in Section 8.1(c) hereof). (c) The power By way of example only, the Board to amend this Agreement Adviser at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power tomay: (i1) restate this Agreement together with any amendments hereto that which have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that which may be inconsistent with any other provision hereof; and (iii3) amend this Agreement Agreement, taking due consideration of the interests of the Members as a whole to make such changes as may be necessary or advisable desirable, based on advice of legal counsel to ensure that the Company will Fund, to assure the Fund's continuing eligibility to be classified for U.S. Federal income tax purposes as a partnership which is not be treated as an association or a publicly traded partnership taxable as a corporation as defined in under Section 7704(b7704(a) of the Code for U.S. federal income tax purposesCode. (d) The Board shall cause give written notice to be given of any proposed amendment to this Agreement to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may shall be amended, in whole or in part, with: (i) with the approval of a majority of the Board of Managers (including the vote of a majority of the Independent DirectorsManagers, if required by the 0000 Xxx) without the Members approval; and (ii) Investment Company Act), and, if required by the 1940 Investment Company Act, the approval of the Members by such vote as is required by the 0000 XxxInvestment Company Act. (b) Any amendment to this Agreement that would: (i) increase the obligation of a Member to make any contribution to the capital of the CompanyCapital Contribution; (ii) reduce the Capital Account number of Units of a Member other than in accordance with Article VMember; or (iii) modify the events causing the dissolution of the Company; Fund, may be made only if (ix) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (iiy) such amendment does not become effective until (A) each Member has received written notice of such amendment (except an amendment contemplated in Section 8.1(c)(ii) hereof) and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Managers) to tender its entire Interest all of his or her Units or Preferred Units for repurchase by the CompanyFund. (c) The Without limiting the generality of the foregoing, the power of the Board of Managers to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include includes, but is not limited to, the power to: (iiv) restate this Agreement together with any amendments hereto that which have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (iiv) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to change the name of the Fund in accordance with Section 2.2 hereof or to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that which may be inconsistent with any other provision hereof; and (iiivi) amend this Agreement to make such changes as may be necessary or advisable desirable, based on advice of legal counsel to ensure that the Company will not be treated as an association or a publicly traded partnership taxable Fund, to assure the Fund’s continuing eligibility to qualify as a corporation as defined in Section 7704(b) of REIT under the Code for U.S. federal income tax purposesCode. (d) The Board shall cause written notice to be given of any amendment to this Agreement to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.19.1, this Agreement may be amended, in whole or in part, with: (i) the approval of a majority of the Board of Directors (including the vote approval of a majority of the Independent Directors, if required by the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members Shareholders by such vote as is required by the 0000 Xxx. (b) Any amendment that would: (i1) increase the obligation of a Member Shareholder to make any contribution to the capital of the Company; (ii2) reduce the Capital Account of a Member rights attaching to the Shares held by any person as against the rights attaching to the Shares held by any other than in accordance with Article Vperson; or or (iii3) modify the events causing the dissolution of the Company; may be made only if (i) the written consent of each Member Shareholder adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member Shareholder has received written notice of such amendment and (B) any Member Shareholder objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Directors) to tender its entire Interest all of such person’s Shares for repurchase by the Company. (c) The power of the Board of Directors to amend this Agreement at any time without the consent of the other Members as set forth Shareholders in accordance with paragraph (a) of this Section 8.1 9.1 shall specifically include the power to: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b9.1(b) hereof) to effect compliance with any applicable law or regulation regulation, including, but not limited to, the requirements, or to reflect any relaxation of such requirements in the future, of the Bank Holding Company Act of 1956, as amended, or other U.S. banking laws, or any regulations, guidelines or policies or interpretations of the banking regulatory agencies or the staffs thereof, or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and (iii3) amend this Agreement Agreement, taking due consideration of the interests of the Shareholders of a whole, to make such changes as may be necessary or advisable to ensure that the Company will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. maintains its then-current federal income tax purposestreatment. (d) Any amendment that would modify the provisions of this Section 9.1 (if material) or the Company’s indemnification obligations may be made only with the unanimous consent of the Shareholders and, to the extent required by the 1940 Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors). (e) The Board of Directors shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 9.1(c) hereof) to each MemberShareholder, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member Shareholder upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: with the approval of (i) the approval of the Board Directors (including the vote of a majority of the Independent Directors, if required by the 0000 1000 Xxx) without the Members approval; and or (ii) if required by a majority (as defined in the 1940 Act, the approval 1000 Xxx) of the Members by such vote as is required by outstanding Voting Interests of the 0000 XxxFund. (b) Any amendment that would: (i) increase the obligation of a Member to make any contribution to the capital of the CompanyFund; (ii) reduce the Capital Account of a Member other than in accordance with Article V; or (iii) modify the events causing the dissolution of the CompanyFund; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment (except an amendment contemplated in Section 8.1(c)(2) hereof) and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the Board) to tender its his or her entire Interest for repurchase by the CompanyFund. (c) The power By way of example only, the Board to amend this Agreement of Directors at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power tomay: (i) restate this Agreement together with any amendments hereto that which have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that which may be inconsistent with any other provision hereof; and (iii) amend this Agreement to make such changes as may be necessary or advisable desirable, based on advice of legal counsel to ensure that the Company will Fund, to assure the Fund’s continuing eligibility to be classified for U.S. Federal income tax purposes as a partnership which is not be treated as an association or a publicly traded partnership taxable as a corporation as defined in under Section 7704(b) of the Code for U.S. federal income tax purposesCode. (d) The Board shall cause give written notice to be given of any proposed amendment to this Agreement to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: with (i) the approval of the Board of Managers (including the vote of a majority of the Independent DirectorsManagers, if required by the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx. (b) Any amendment that would: (i1) increase the obligation of a Member to make any contribution to the capital of the CompanyFund; (ii2) reduce the Capital Account of a Member other than in accordance with Article V; or (iii3) modify the events causing the dissolution of the CompanyFund; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Managers) to tender all its entire Interest Units for repurchase by the CompanyFund. (c) The power By way of example only, the Board to amend this Agreement of Managers at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power tomay: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof, provided that such action does not adversely affect the right of any Member in any material respect; and (iii3) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company Fund will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal income tax purposesCode. (d) The Board of Managers shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 8.1(c) hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of a majority of the Board of Directors (including the vote approval of a majority of the Independent Directors, if required by the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx. (b) Any amendment that would: (i1) increase the obligation of a Member to make any contribution to the capital of the Company; (ii2) reduce the Capital Account of a Member other than in accordance with Article VMember; or (iii3) modify the events causing the dissolution of the CompanyCompany or any Series; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Directors) to tender all of its entire Interest Units for repurchase by the Company. (c) The power of the Board of Directors to amend this Agreement at any time without the consent of the other Members as set forth in accordance with paragraph (a) of this Section 8.1 8.01 shall specifically include the power to: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation regulation, including, but not limited to the requirements, or to reflect any relaxation of such requirements in the future, of the Bank Holding Company Act of 1956, as amended, or other U.S. banking laws, or any regulations, guidelines or policies or interpretations of the banking regulatory agencies or the staffs thereof, or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and (iii3) amend this Agreement to make such changes as may be necessary or advisable for federal tax purposes, including, without limitation, to ensure that (i) the Company will not be treated as an association or as a publicly traded partnership taxable as a corporation as defined in Section section 7704(b) of the Code and (ii) the allocation provisions hereunder are respected for U.S. federal Federal income tax purposes, provided that such changes do not materially reduce any Member’s allocations or distributions hereunder. (d) Any amendment that would modify the provisions of this Section 8.1 (if material) or the Company’s indemnification obligations may be made only with the unanimous consent of the Members (or the unanimous consent of the Members of a Series if the amendment is limited to a Series) and, to the extent required by the 1940 Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors). (e) The Board of Directors shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 8.1(c) hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of a majority of the Board of Directors (including the vote approval of a majority of the Independent Directors, if required by the 0000 1000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 1000 Xxx. (b) Any amendment that would: (i1) increase the obligation of a Member to make any contribution to the capital of the Company;; or (ii2) reduce the Capital Account of a Member other than in accordance with Article V; or (iii) modify the events causing the dissolution of the CompanyMember; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each affected Member has received written notice of such amendment and (B) any such Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Directors) to tender all of its entire Interest Units for repurchase by the Company. (c) No amendment, supplement or other modification may be made to Section 2.6(a), this Section 8.1(c), Section 8.6, Section 8.10 and Section 8.11 of this Agreement and no amendment may be made to this Agreement which would change any rights with respect to any Units by reducing the amount payable thereon upon liquidation of the Company or by diminishing or eliminating any voting rights pertaining thereto (except that this provision shall not limit the ability of the Directors to authorize, and to cause the Company to issue, Units and other securities pursuant to Section 6.2), except after a majority of the Directors have approved a resolution therefore which thereafter is approved by the affirmative vote of Members holding not less than seventy-five percent (75%) of the voting power (determined in accordance with Section 3.3(i) hereof) of each affected class or series outstanding, voting as separate classes or series, unless such amendment has been approved by eighty percent (80%) of the Directors, in which case approval by a Majority Vote of each affected class or series outstanding shall be required. Nothing contained in this Agreement shall permit the amendment of this Agreement to impair the exemption from personal liability of the Members, Directors, officers, employees and agents of the Company or to permit assessments upon Members. Any amendment that would affect any Director's right to indemnification under this Agreement may only be effected by the written consent of such Director. (d) The power of the Board of Directors to amend this Agreement at any time without the consent of the other Members as set forth in accordance with paragraph (a) of this Section 8.1 shall specifically (and without limitation) include the power to: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or regulation, including to cure reflect any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereofrelaxation of the requirements of applicable law; and (iii3) amend this Agreement to make such changes as may be necessary or advisable for federal tax purposes, including, without limitation, to ensure that (i) the Company will not be treated as an association or as a publicly traded partnership taxable as a corporation as defined in Section section 7704(b) of the Code (or any successor provision) and (ii) the allocation provisions hereunder are respected for U.S. federal Federal income tax purposes, provided that such changes do not materially reduce any Member's allocations or distributions hereunder. (de) The After the Closing, the Board of Directors shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 8.1(c) hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board of Managers (including the vote of a majority of the Independent DirectorsManagers, if required by the 0000 Xxx1940 Act) without the Members approval; and (ii) if required by the 1940 xxx 0000 Act, the approval of the Members by such vote as is required by the 0000 Xxx1940 Act. (b) Any amendment xxxxxxxxt that would: (i1) increase the obligation of a Member to make any contribution to the capital of the Company; (ii2) reduce the Capital Account of a Member other than in accordance with Article V; or (iii3) modify the events causing the dissolution of the Company; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Managers) to tender have its entire Interest for repurchase repurchased by the Company. (c) The power of the Board of Managers to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power to: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and (iii3) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company will not be treated as an association or as a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal income tax purposesCode. (d) The Board of Managers shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 8.1 hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: ; (i) the approval of the Board of Managers (including the vote of a majority of the Independent DirectorsManagers, if required by the 0000 Xxx1940 Act) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members Xxxxxxx by such vote as is required by the 0000 Xxx1940 Act. (b) Any amendment that would: (i0) increase xxcrease the obligation of a Member to make any contribution to the capital of the CompanyFund; (ii2) reduce the Capital Account of a Member other than in accordance with Article V; or (iii3) modify the events causing the dissolution of the CompanyFund; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Managers) to tender its entire Interest for repurchase by the CompanyFund. (c) The power of the Board of Managers to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power to: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and (iii3) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company Fund will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal income tax purposesCode. (4) amend this Agreement to make any non-material changes. (d) The Board of Managers shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 8.1(c) hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.19.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board of Managers (including the vote of a majority of the Independent DirectorsManagers, if required by the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx. (b) Any amendment that would: (i1) increase the obligation of a Member to make any contribution to the capital of the Company; (ii2) reduce the Capital Account of a Member rights attaching to the Units held by any person as against the rights attaching to the Units held by any other than in accordance with Article Vperson, except to the extent specifically contemplated by Section 6.2(b)(7) hereof; or (iii3) modify the events causing the dissolution of the Company; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Managers) to tender its entire Interest for repurchase have all such person's Units repurchased by the Company. (c) The power of the Board of Managers to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 9.1 shall specifically include the power to: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b9.1(b) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and (iii3) amend this Agreement Agreement, taking due consideration of the interests of the Members as a whole to make such changes as may be necessary or advisable to ensure that the Company will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. maintains its then-current federal income tax purposestreatment. (d) The Board of Managers shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 9.1 hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.19.1, this Agreement may be amended, in whole or in part, with: (i) the approval of a majority of the Board of Directors (including the vote approval of a majority of the Independent Directors, if required by the 0000 Xxx1940 Act) without the Members approval; and (ii) if required by rexxxxxx xy the 1940 Act, the approval of the Members Shareholders by such vote as is required by the 0000 Xxx1940 Act. (b) Any amendment Anx xxxxxxent that would: (i1) increase the obligation of a Member Shareholder to make any contribution to the capital of the Company; (ii2) reduce the Capital Account rights attaching to the Shares held by any person as against the rights attaching to the Shares of a Member the same Series held by any other than in accordance with Article Vperson; or (iii3) modify the events causing the dissolution of the CompanyCompany or any Series; may be made only if (i) the written consent of each Member Shareholder adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member Shareholder has received written notice of such amendment and (B) any Member Shareholder objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Directors) to tender its entire Interest all of such person's Shares for repurchase by the Company. (c) The power of the Board of Directors to amend this Agreement at any time without the consent of the other Members as set forth Shareholders in accordance with paragraph (a) of this Section 8.1 9.1 shall specifically include the power to: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b9.1(b) hereof) to effect compliance with any applicable law or regulation regulation, including, but not limited to, the requirements, or to reflect any relaxation of such requirements in the future, of the Bank Holding Company Act of 1956, as amended, or other U.S. banking laws, or any regulations, guidelines or policies or interpretations of the banking regulatory agencies or the staffs thereof, or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and (iii3) amend this Agreement Agreement, taking due consideration of the interests of the Shareholders of a whole, to make such changes as may be necessary or advisable to ensure that the Company will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. any Series maintains its then-current federal income tax purposestreatment. (d) Any amendment that would modify the provisions of this Section 9.1 (if material) or the Company's indemnification obligations may be made only with the unanimous consent of the Shareholders (or the unanimous consent of the Shareholders of a Series if the amendment is limited to a Series) and, to the extent required by the 1940 Act, approval of a majority of the Directors (and, if so required, a majority of the Independent Directors). (e) The Board of Directors shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 9.1(c) hereof) to each MemberShareholder, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member Shareholder upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board (including the vote of a majority of the Independent DirectorsManagers, if required by the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx. (b) Any amendment that would: (i1) increase the obligation of a Member to make any contribution to the capital of the Company;Fund; or (ii2) reduce the Capital Account of a Member other than in accordance with Article V; or (iii) modify the events causing the dissolution of the CompanyMember; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the Board) to tender all of its entire Interest Units for repurchase by the CompanyFund. (c) The power of the Board to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power to: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b8.1(a) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and (iii3) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company Fund will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal income tax purposesCode. (d) The Board shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 8.1(c) hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board (including the vote of a majority of the Independent Directors, if required by the 0000 Xxx) without the Members approval; and (ii) the approval of the Board and the Members if required by the 1940 Act, the approval of the Members by such vote Act or as is required by the 0000 Xxxstated below in Section 8.1(b). (b) Any amendment that would: (i) increase the obligation of a Member to make any contribution to the capital of the CompanyPortfolio; (ii) reduce the Capital Account of a Member other than in accordance with Article V; or (iii) modify the events causing the dissolution of the CompanyPortfolio; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the Board) to tender its entire Interest for repurchase by the CompanyPortfolio. (c) The power of the Board to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power to: (i) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and (iii) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company Portfolio will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal income tax purposes. (d) The Board shall cause written notice to be given of any amendment to this Agreement to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of a majority of the Board of Directors (including the vote approval of a majority of the Independent Directors, if required by the 0000 1900 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 1900 Xxx. (b) Any amendment that would: (i1) increase the obligation of a Member to make any contribution to the capital of the Company;; or (ii2) reduce the Capital Account of a Member other than in accordance with Article V; or (iii) modify the events causing the dissolution of the CompanyMember; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each affected Member has received written notice of such amendment and (B) any such Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Directors) to tender all of its entire Interest Units for repurchase by the Company. (c) No amendment, supplement or other modification may be made to Section 2.6(a), this Section 8.1(c), Section 8.9 and Section 8.10 of this Agreement and no amendment may be made to this Agreement which would change any rights with respect to any Units by reducing the amount payable thereon upon liquidation of the Company or by diminishing or eliminating any voting rights pertaining thereto (except that this provision shall not limit the ability of the Directors to authorize, and to cause the Company to issue, Units and other securities pursuant to Section 6.2), except after a majority of the Directors have approved a resolution therefore which thereafter is approved by the affirmative vote of Members holding not less than seventy-five percent (75%) of the outstanding Units of each affected class or series outstanding, voting as separate classes or series, unless such amendment has been approved by eighty percent (80%) of the Directors, in which case approval by a Majority Vote of each affected class or series outstanding shall be required. Nothing contained in this Agreement shall permit the amendment of this Agreement to impair the exemption from personal liability of the Members, Directors, officers, employees and agents of the Company or to permit assessments upon Members. Any amendment that would affect any Director’s right to indemnification under this Agreement may only be effected by the written consent of such Director. (d) The power of the Board of Directors to amend this Agreement at any time without the consent of the other Members as set forth in accordance with paragraph (a) of this Section 8.1 shall specifically (and without limitation) include the power to: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document;; and (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or regulation, including to cure reflect any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; andrelaxation of the requirements of applicable law. (iii3) amend this Agreement to make such changes as may be necessary or advisable for federal tax purposes, including, without limitation, to ensure that (i) the Company will not be treated as an association or as a publicly traded partnership taxable as a corporation as defined in Section section 7704(b) of the Code (or any successor provision) and (ii) the allocation provisions hereunder are respected for U.S. federal Federal income tax purposes, provided that such changes do not materially reduce any Member’s allocations or distributions hereunder. (de) The After the Closing, the Board of Directors shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 8.1(d) hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: with the approval of (i) the approval of the Board (including the vote of a majority of the Independent Directors, if required by the 0000 Xxx1940 Act) without the Members approval; and or (ii) if required by a majoritx (xx xxfined in the 1940 Act, the approval ) of the Members by such vote as is required by outstandinx xxxxxx securities of the 0000 XxxFund. (b) Any amendment that would: (i1) increase the obligation of a Member to make any contribution to the capital of the CompanyFund; (ii2) reduce the Capital Account of a Member other than in accordance with Article V; or (iii3) modify the events causing the dissolution of the CompanyFund; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the Board) to tender its offer his or her entire Interest for repurchase redemption by the CompanyFund. (c) The power of the Board to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power may include, but is not limited to: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith with this Agreement to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof, provided that such action does not adversely affect the rights of any Member in any material respect; and (iii3) amend this Agreement to make such changes as may be necessary or advisable desirable, based on advice of legal counsel to ensure the Fund, to assure the Fund's continuing eligibility to be classified for U.S. Federal income tax purposes as a partnership that the Company will is not be treated as an association or a publicly traded partnership taxable as a corporation as defined in under Section 7704(b7704(a) of the Code for U.S. federal income tax purposesCode. (d) The Board shall cause give written notice to be given of any proposed amendment to this Agreement (other than any amendment of the type contemplated by clause (i) of Section 8.1(a) hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board of Managers (including the vote of a majority of the Independent DirectorsManagers, if required by the 0000 Xxx1940 Act) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such Membxxx xx xuch vote as is required by the 0000 Xxx1940 Act. (b) Any amendment that would: (i1) increase xxxxxxxx the obligation of a Member to make any contribution to the capital of the Company; (ii2) reduce the Capital Account of a Member other than in accordance with Article V; or (iii3) modify the events causing the dissolution of the Company; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Managers) to tender its entire Interest for repurchase by the Company. (c) The power of the Board of Managers to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 8.01 shall specifically include the power to: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation regulation, including but not limited to, to satisfy the requirements, or to reflect any relaxation of such requirements in the future, of the Bank Holding Company Act of 1956, as amended, or other U.S. banking laws, or any regulations, guidelines or policies or interpretations of the banking regulatory agencies or the staff thereof, or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and (iii3) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company will not be treated as an association or as a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal income tax purposesCode. (d) The Board of Managers shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 8.1(c) hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may shall be amended, in whole or in part, with: (i) with the approval of a majority of the Board of Managers (including the vote of a majority of the Independent DirectorsManagers, if required by the 0000 Xxx) without the Members approval; and (ii) Investment Company Act), and, if required by the 1940 Investment Company Act, the approval of the Members Shareholders by such vote as is required by the 0000 XxxInvestment Company Act. (b) Any amendment to this Agreement that would: (i) increase the obligation of a Member Shareholder to make any contribution to the capital of the CompanyCapital Contribution; (ii) reduce the Capital Account balance of a Member Shareholder other than in accordance with Article VV hereof; or (iii) modify the events causing the dissolution of the Company; Fund, may be made only if (ix) the written consent of each Member Shareholder adversely affected thereby is obtained prior to the effectiveness thereof or (iiy) such amendment does not become effective until (A) each Member Shareholder has received written notice of such amendment (except an amendment contemplated in Section 8.1(c)(ii) hereof) and (B) any Member Shareholder objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Managers) to tender its entire Interest all his or her Shares for repurchase by the CompanyFund. (c) The Without limiting the generality of the foregoing, the power of the Board of Managers to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include Shareholders includes, but is not limited to, the power to: (i) restate this Agreement together with any amendments hereto that which have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document;; and (ii) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to change the name of the Fund in accordance with Section 2.2 hereof or to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that which may be inconsistent with any other provision hereof; and (iii) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal income tax purposes. (d) The Board shall cause written notice to be given of any amendment to this Agreement to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may shall be amended, in whole or in part, with: (i) with the approval of a majority of the Board of Managers (including the vote of a majority of the Independent DirectorsManagers, if required by the 0000 Xxx) without the Members approval; and (ii) Investment Company Act), and, if required by the 1940 Investment Company Act, the approval of the Members by such vote as is required by the 0000 XxxInvestment Company Act. (b) Any amendment to this Agreement that would: (i) increase the obligation of a Member to make any contribution to the capital of the CompanyCapital Contribution; (ii) reduce the Capital Account of a Member or the Incentive Allocation Account other than in accordance with Article VV hereof; or (iii) modify the events causing the dissolution of the Company; Fund, may be made only if (ix) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (iiy) such amendment does not become effective until (A) each Member has received written notice of such amendment (except an amendment contemplated in Section 8.1(c)(ii) hereof) and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Managers) to tender its his or her entire Interest for repurchase by the CompanyFund. (c) The Without limiting the generality of the foregoing, the power of the Board of Managers to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include includes, but is not limited to, the power to: (i) restate this Agreement together with any amendments hereto that which have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to change the name of the Fund in accordance with Section 2.2 hereof or to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that which may be inconsistent with any other provision hereof; and (iii) amend this Agreement to make such changes as may be necessary or advisable desirable, based on advice of legal counsel to ensure that the Company will not Fund, to assure the Fund’s continuing eligibility to be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code classified for U.S. federal income tax purposespurposes as a partnership that is not a “publicly traded partnership” taxable as a corporation under Section 7704(a) of the Code. (d) The Board of Managers shall cause give written notice to be given of any proposed amendment to this Agreement to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board of Directors (including the vote of a majority of the Independent Directors, if required by the 0000 Xxx1940 Act) without the Members approval; and (ii) if required by the 1940 Act, the approval xxxxxxxx of the Members by such vote as is required by the 0000 Xxx1940 Act. (b) Any amendment that would: (i0) increase the obligation of a Member to make any contribution to the capital of the CompanyFund; (ii2) reduce the Capital Account of a Member other than in accordance with Article V; or (iii3) modify the events causing the dissolution of the CompanyFund; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Directors) to tender have its entire Interest for repurchase repurchased by the CompanyFund. (c) The power of the Board of Directors to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power to: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b8.1(a) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and (iii3) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company Fund will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal income tax purposesCode. (d) The Board of Directors shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 8.1(c) hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board (including the vote of a majority of the Independent DirectorsManagers, if required by the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx. (b) Any amendment that would: (i1) increase the obligation of a Member to make any contribution to the capital of the Company;Lexington; or (ii2) reduce the Capital Account of a Member other than in accordance with Article V; or (iii) modify the events causing the dissolution of the CompanyMember; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the Board) to tender all of its entire Interest Units for repurchase by the CompanyLexington. (c) The power of the Board to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power to: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b8.1(a) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and (iii3) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company Lexington will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal income tax purposesCode. (d) The Board shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 8.1(c) hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board of Managers (including the vote of a majority of the Independent DirectorsManagers, if required by the 0000 1940 Xxx) without the Members approval; and xxd (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 1940 Xxx. (b) Any amendment that would: (i1) increase the obligation of a Member to make any contribution to the capital of the Company; (ii2) reduce the Capital Account of a Member or Special Advisory Account other than in accordance with Article V; or (iii3) modify the events causing the dissolution of the Company; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Managers) to tender its entire Interest for repurchase by the Company. (c) The power of the Board of Managers to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power to: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof, provided that such action does not adversely affect the rights of any Member in any material respect; and (iii3) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company will not be treated as an association taxable as a corporation or as a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal income tax purposesCode. (d) The Board of Managers shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 8.1(c) hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board of Managers (including the vote of a majority of the Independent DirectorsManagers, if required by the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx. (b) Any amendment that would: (i1) increase the obligation of a Member to make any contribution to the capital of the CompanyMaster Fund; (ii2) reduce the Capital Account of a Member other than in accordance with Article V; or (iii3) modify the events causing the dissolution of the CompanyMaster Fund; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Managers) to tender have its entire Interest for repurchase repurchased by the CompanyMaster Fund. (c) The power of the Board of Managers to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 8.01 shall specifically include the power to: (i1) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and (iii3) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company Master Fund will not be treated as an association or as a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal income tax purposesCode. (d) The Board of Managers shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 8.1(c) hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board of Managers (including the vote of a majority of the Independent DirectorsManagers, if required by the 0000 1000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 1000 Xxx. (b) Any amendment that would: (i1) increase the obligation of a Member to make any contribution to the capital of the Company; (ii2) reduce the Capital Account of a Member or Special Advisory Account other than in accordance with Article V; or (iii3) modify the events causing the dissolution of the Company; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Managers) to tender its his or her entire Interest for repurchase by the Company. (c) The power of the Board of Managers to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power to: (i1) restate this Agreement together with any amendments hereto that which have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation regulation, including but not limited to, to satisfy the requirements, or to reflect any relaxation of such requirements in the future, of the Bank Holding Company Act of 1956, as amended, or other U.S. or Canadian banking laws, or any regulations, guidelines or policies or interpretations of the banking regulatory agencies or the staff thereof, or to cure any ambiguity or to correct or supplement any provision hereof that which may be inconsistent with any other provision hereof, provided that such action does not adversely affect the rights of any Member in any material respect; and (iii3) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company will not be treated as an association taxable as a corporation or as a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal income tax purposesCode. (d) The Board of Managers shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 8.1(c) hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board of Managers (including the vote of a majority of the Independent DirectorsManagers, if required by the 0000 1940 Xxx) without the Members approval; and xxd (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 1940 Xxx. (b) Any amendment that would: (i1) increase the obligation of a Member to make any contribution to the capital of the Company; (ii2) reduce the Capital Account of a Member or Special Advisory Account other than in accordance with Article V; or (iii3) modify the events causing the dissolution of the Company; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the BoardBoard of Managers) to tender its his entire Interest for repurchase by the Company. (c) The power of the Board of Managers to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 8.01 shall specifically include the power to: (i1) restate this Agreement together with any amendments hereto that which have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation regulation, including but not limited to, to satisfy the requirements, or to reflect any relaxation of such requirements in the future, of the Bank Holding Company Act or other U.S. or Canadian banking laws, or any regulations, guidelines or policies or interpretations of the banking regulatory agencies or the staff thereof, or to cure any ambiguity or to correct or supplement any provision -34- 39 hereof that which may be inconsistent with any other provision hereof, provided that such action does not adversely affect the rights of any Member in any material respect; and (iii3) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company Partnership will not be treated as an association taxable as a corporation or as a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal income tax purposesCode. (d) The Board of Managers shall cause written notice to be given of any amendment to this Agreement (other than any amendment of the type contemplated by clause (1) of Section 8.1(c) hereof) to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: with the approval of (i) the approval of the Board (including the vote of a majority of the Independent Directors, if required by the 1940 Act), or (ii) a majority (as defined in the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by outstanding Voting Interests of the 0000 XxxFund. (b) Any amendment that would: (i1) increase the obligation of a Member to make any contribution to the capital of the CompanyFund; (ii2) reduce the Capital Account of a Member or the Special Advisory Account other than in accordance with Article V; or (iii3) modify the events causing the dissolution of the CompanyFund; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment (except an amendment contemplated in Section 8.1(c)(2) hereof) and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the Board) to tender its his or her entire Interest for repurchase by the CompanyFund. (c) The power By way of example only, the Board to amend this Agreement Board, at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power tomay: (i1) restate this Agreement together with any amendments hereto that which have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii2) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that which may be inconsistent with any other provision hereof, provided that such action does not adversely affect the rights of any Member in any material respect; and (iii3) amend this Agreement to make such changes as may be necessary or advisable desirable, based on advice of legal counsel to ensure that the Company will Fund, to assure the Fund's continuing eligibility to be classified for U.S. Federal income tax purposes as a partnership which is not be treated as an association or a publicly traded partnership taxable as a corporation as defined in under Section 7704(b7704(a) of the Code for U.S. federal income tax purposesCode. (d) The Board shall cause give written notice to be given of any proposed amendment to this Agreement to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.