Common use of Amendments to be Adopted Solely by the Board of Directors Clause in Contracts

Amendments to be Adopted Solely by the Board of Directors. Notwithstanding Section 9.1(a) and Section 9.1(b), the Board of Directors without the consent of any Shareholder (each Person who purchases or is transferred Member Interests being deemed to approve of any such amendment) may amend any provision of this Agreement, and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith: (1) to reflect a change in the name of the Company or the location of the principal place of business of the Company; (2) to reflect a change that (i) in the sole discretion of the Board of Directors does not adversely affect the Shareholders in any material respect, (ii) is necessary or desirable to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or contained in any federal or state statute, (iii) is necessary or desirable to facilitate the trading of the Common Shares or any Member Interests or comply with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Common Shares or any Member Interests may be listed for trading, compliance with any of which the Board of Directors deems to be in the best interests of the Company and the Shareholders or (iv) is required or contemplated by this Agreement or the Plan; (3) to reflect an amendment that is necessary, in the opinion of the Company's legal counsel, to prevent the Company or its directors or officers from in any manner being subjected to the provisions of the Investment Company Act of 1940, as amended, the Investment Advisors Act of 1940, as amended, or "plan asset" regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, whether or not substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor; (4) to reflect a change in any provision of this Agreement that requires any action to be taken by or on behalf of the Company pursuant to the requirements of the Act if the provisions of the Act are amended, modified or revoked so that the taking of such action is no longer required; provided that this Section 9.1(c)(4) shall be applicable only if such changes are not materially adverse to the Shareholders; (5) to reflect an amendment that is necessary, in the opinion of the Company's legal counsel, to comply with any state or federal insurance Law; (6) to amend the terms of any Member Interest Designation as provided in and in compliance with Section 4.3; or (7) to amend Section 9.10 or Section 9.12(d).

Amendments to be Adopted Solely by the Board of Directors. Notwithstanding Section 9.1(a11.1(a) and Section 9.1(b11.1(b), the Board of Directors Directors, without the consent approval of any Shareholder (each Person who purchases Member or is transferred Member Interests being deemed to approve holder of any such amendment) Company Securities, may amend any provision of this Agreement, and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect: (1i) to reflect a change in the name of the Company or Company, the location of the principal place of business of the Company, the registered agent of the Company or the registered office of the Company; (2ii) to reflect admission, substitution, withdrawal or removal of Members in accordance with this Agreement; (iii) a change that (i) in the sole discretion of the Board of Directors determines to be necessary or appropriate to qualify or continue the qualification of the Company as a limited liability company under the laws of any state or to ensure that the Group Members will not be treated as associations taxable as corporations or otherwise taxed as entities for federal income tax purposes; (iv) Subject to Section 14.5 and Section 15.5, to the extent applicable, a change that the Board of Directors determines (A) does not adversely affect the Shareholders Members (including any particular class of Member Interests as compared to other classes of Member Interests) in any material respect, (iiB) is to be necessary or desirable appropriate to (1) satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute, statute (iiiincluding the Delaware Act) is necessary or desirable to (2) facilitate the trading of the Common Shares Units (including the division of any class, classes or any Member Interests series of Outstanding Units into different classes to facilitate uniformity of tax consequences within such classes or series of Units) or comply with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Common Shares Units are or any Member Interests may will be listed for trading, compliance with any of which the Board of Directors deems to be in the best interests of the Company and the Shareholders Members, (C) to be necessary or appropriate in connection with action taken by the Board of Directors pursuant to Section 5.9 or (ivD) is required to effect the intent expressed in the Registration Statement or the intent of the provisions of this Agreement or is otherwise contemplated by this Agreement or the PlanAgreement; (3v) a change in the fiscal year or taxable year of the Company and any other changes that the Board of Directors determines to reflect be necessary or appropriate as a result of a change in the fiscal year or taxable year of the Company including, if the Board of Directors shall so determine, a change in the definition of “Quarter” and the dates on which distributions (other than Series A Distributions and Series B Distributions) are to be made by the Company; (vi) an amendment that is necessary, in the opinion Opinion of the Company's legal counselCounsel, to prevent the Company or its directors Directors, Officers, trustees or officers agents from in any manner being subjected to the provisions of the Investment Company Act of 1940, as amended, the Investment Advisors Act of 1940, as amended, or "“plan asset" ” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, regardless of whether or not such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor; (4vii) subject to reflect a change in any provision the terms of this Agreement Section 14.5, Section 15.5 and Section 5.5, an amendment that requires any action the Board of Directors determines to be taken by necessary or on behalf appropriate in connection with the authorization of the issuance of any class of Company Securities pursuant to the requirements of the Act if the provisions of the Act are amended, modified or revoked so that the taking of such action is no longer required; provided that this Section 9.1(c)(4) shall be applicable only if such changes are not materially adverse to the Shareholders5.4; (5viii) any amendment expressly permitted in this Agreement to reflect be made by the Board of Directors acting alone; (ix) an amendment effected, necessitated or contemplated by a Merger Agreement or Plan of Conversion approved in accordance with Section 12.3; (x) an amendment that is necessarythe Board of Directors determines to be necessary or appropriate to reflect and account for the formation by the Company of, or investment by the Company in, any corporation, partnership, joint venture, limited liability company or other entity, in connection with the opinion conduct by the Company of activities permitted by the Company's legal counsel, to comply with any state or federal insurance Lawterms of Section 2.4; (6xi) a merger, consolidation, conversion or conveyance pursuant to amend Section 12.3(d); (xii) an amendment that requires, in connection with a transfer of Member Interests, the terms Assignees of any Member Interest Designation Interests to provide a statement, certification or other proof to the Company regarding such Assignee’s status as provided in and in compliance with Section 4.3an Eligible Citizen; or (7xiii) any other amendments substantially similar to amend Section 9.10 or Section 9.12(d)the foregoing.

Amendments to be Adopted Solely by the Board of Directors. Notwithstanding Section 9.1(a11.1(a) and Section 9.1(b11.1(b), the Board of Directors Directors, without the consent approval of any Shareholder (each Person who purchases or is transferred Member Interests being deemed to approve of any such amendment) Member, may amend any provision of this Agreement, and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect: (1i) to reflect a change in the name of the Company or Company, the location of the principal place of business of the Company, the registered agent of the Company or the registered office of the Company; (2ii) to reflect the admission, substitution, withdrawal or removal of Members in accordance with this Agreement; (iii) a change that (i) in the sole discretion of the Board of Directors does not adversely affect the Shareholders in any material respect, (ii) is determines to be necessary or desirable appropriate to qualify or continue the qualification of the Company as a limited liability company under the laws of any state or to ensure that the Company will continue to be treated as an association taxable as a corporation or otherwise taxed as an entity for U.S. federal income tax purposes; (iv) a change that the Board of Directors determines in its good faith will not have a material adverse effect on the preferences or rights associated with the Common Shares (including as compared to other classes of Shares); (v) a change that the Board of Directors determines to be necessary or appropriate to (1) satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute, statute (iiiincluding the Delaware Act) is necessary or desirable to (2) facilitate the trading of the Common Shares or any Member Interests or comply with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Common Shares are or any Member Interests may will be listed for trading, compliance with any of which the Board of Directors deems to be in the best interests of the Company and the Shareholders Members, (C) to be necessary or appropriate in connection with action taken by the Board of Directors pursuant to Section 5.4 or (ivD) is required to effect the intent expressed in the Registration Statement or the intent of the provisions of this Agreement or is otherwise contemplated by this Agreement or the PlanAgreement; (3vi) a change that will facilitate the ability of Common Shareholders to reflect obtain the benefits of, or to otherwise facilitate the consummation of, a Terminal Transaction; (vii) the merger of the Company into, or the conveyance of all of the Company’s assets to, a newly-formed entity if the sole purpose of that merger or conveyance is to effect a mere change in the legal form into another limited liability entity that is taxed as a corporation for U.S. federal income tax purposes; (viii) a change in the fiscal year or taxable year of the Company; (ix) an amendment that is necessary, in the opinion Opinion of the Company's legal counselCounsel, to prevent the Company or its directors Directors, Officers, trustees or officers agents from in any manner being subjected to the provisions of the Investment Company Act of 1940, as amended, the Investment Advisors Advisers Act of 1940, as amended, or "“plan asset" ” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, regardless of whether or not such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor; (4x) to reflect a change in any provision an amendment that the Board of this Agreement that requires any action Directors determines to be taken by necessary or on behalf appropriate in connection with the authorization of the Company issuance of any additional Common Shares or Voting Shares pursuant to the requirements of the Act if the provisions of the Act are amended, modified or revoked so that the taking of such action is no longer required; provided that this Section 9.1(c)(4) shall be applicable only if such changes are not materially adverse to the Shareholders5.1; (5xi) any amendment expressly permitted in this Agreement to reflect be made by the Board of Directors acting alone; (xii) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 12.3; (xiii) a merger, conversion or conveyance pursuant to Section 12.3(d); (xiv) any amendment that is necessary, in necessary as a result of an amendment to the opinion of the Company's legal counsel, to comply with any state or federal insurance Law; (6) to amend the terms of any Member Interest Designation as provided in and in compliance with Section 4.3Linn Energy Agreement; or (7xv) any other amendments substantially similar to amend Section 9.10 or Section 9.12(d)the foregoing.

Amendments to be Adopted Solely by the Board of Directors. Notwithstanding Section 9.1(a11.1(a) and Section 9.1(b11.1(b), the Board of Directors Directors, without the consent approval of any Shareholder (each Person who purchases or is transferred Member Interests being deemed to approve of any such amendment) Member, may amend any provision of this Agreement, and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect: (1i) to reflect a change in the name of the Company or Company, the location of the principal place of business of the Company, the registered agent of the Company or the registered office of the Company; (2ii) to reflect the admission, substitution, withdrawal or removal of Members in accordance with this Agreement; (iii) a change that (i) in the sole discretion of the Board of Directors does not adversely affect the Shareholders in any material respect, (ii) is determines to be necessary or desirable appropriate to qualify or continue the qualification of the Company as a limited liability company under the laws of any state or to ensure that the Company will continue to be treated as an association taxable as a corporation or otherwise taxed as an entity for U.S. federal income tax purposes; (iv) a change that the Board of Directors determines in good faith will not have a material adverse effect on the preferences or rights associated with the Common Shares (including as compared to other classes or series of Shares); (v) a change that the Board of Directors determines to be necessary or appropriate to (1) satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute, statute (iiiincluding the Delaware Act) is necessary or desirable to (2) facilitate the trading of the Common Shares or any Member Interests or comply with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Common Shares are or any Member Interests may will be listed for trading, compliance with any of which the Board of Directors deems to be in the best interests of the Company and the Shareholders Members, (C) to be necessary or appropriate in connection with action taken by the Board of Directors pursuant to Section 5.4 or (ivD) is required to effect the intent expressed in the Registration Statement or the intent of the provisions of this Agreement or is otherwise contemplated by this Agreement or the PlanAgreement; (3vi) a change that will facilitate the ability of Common Shareholders to reflect obtain the benefits of, or to otherwise facilitate the consummation of, a Terminal Transaction; (vii) the merger of the Company into, or the conveyance of all of the Company’s assets to, a newly-formed entity if the sole purpose of that merger or conveyance is to effect a mere change in the legal form into another limited liability entity that is taxed as a corporation for U.S. federal income tax purposes; (viii) a change in the fiscal year or taxable year of the Company; (ix) an amendment that is necessary, in the opinion Opinion of the Company's legal counselCounsel, to prevent the Company or its directors Directors, Officers, trustees or officers agents from in any manner being subjected to the provisions of the Investment Company Act of 1940, as amended, the Investment Advisors Advisers Act of 1940, as amended, or "“plan asset" ” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, regardless of whether or not such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor; (4x) to reflect a change in any provision an amendment that the Board of this Agreement that requires any action Directors determines to be taken by necessary or on behalf appropriate in connection with the authorization of the Company issuance of any additional Common Shares, Voting Shares or Derivative Shares pursuant to the requirements of the Act if the provisions of the Act are amended, modified or revoked so that the taking of such action is no longer required; provided that this Section 9.1(c)(4) shall be applicable only if such changes are not materially adverse to the Shareholders5.1; (5xi) any amendment expressly permitted in this Agreement to reflect be made by the Board of Directors acting alone; (xii) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 12.3; (xiii) a merger, conversion or conveyance pursuant to Section 12.3(d); (xiv) any amendment that is necessary, in necessary as a result of an amendment to the opinion of the Company's legal counsel, to comply with any state or federal insurance Law; (6) to amend the terms of any Member Interest Designation as provided in and in compliance with Section 4.3Linn Energy Agreement; or (7xv) any other amendments substantially similar to amend Section 9.10 or Section 9.12(d)the foregoing.

Amendments to be Adopted Solely by the Board of Directors. Notwithstanding Section 9.1(a11.1(a) and Section 9.1(b11.1(b), the Board of Directors Directors, without the consent approval of any Shareholder (each Person who purchases or is transferred Member Interests being deemed to approve of any such amendment) Member, may amend any provision of this Agreement, and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect: (1i) to reflect a change in the name of the Company or Company, the location of the principal place of business of the Company, the registered agent of the Company or the registered office of the Company; (2ii) to reflect the admission, substitution, withdrawal or removal of Members in accordance with this Agreement; (iii) a change that (i) in the sole discretion of the Board of Directors does not adversely affect the Shareholders in any material respect, (ii) is determines to be necessary or desirable appropriate to qualify or continue the qualification of the Company as a limited liability company under the laws of any state or to ensure that the Company will continue to be treated as an association taxable as a corporation or otherwise taxed as an entity for U.S. federal income tax purposes; (iv) a change that the Board of Directors determines in good faith will not have a material adverse effect on the preferences or rights associated with the Common Shares (including as compared to other classes or series of Shares); (v) a change that the Board of Directors determines to be necessary or appropriate to (A) satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute, statute (iiiincluding the Delaware Act) is necessary or desirable to (B) facilitate the trading of the Common Shares or any Member Interests or comply with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Common Shares are or any Member Interests may will be listed for trading, compliance with any of which the Board of Directors deems to be in the best interests of the Company and the Shareholders Members, (C) to be necessary or appropriate in connection with action taken by the Board of Directors pursuant to Section 5.4 or (ivD) is required to effect the intent expressed in the Registration Statement or the intent of the provisions of this Agreement or is otherwise contemplated by this Agreement or the PlanAgreement; (3vi) a change that will facilitate the ability of Common Shareholders to reflect obtain the benefits of, or to otherwise facilitate the consummation of, a Termination Transaction; (vii) subject to Section 12.3, the merger of the Company into, or the conveyance of all of the Company’s assets to, a newly- formed entity if the sole purpose of that merger or conveyance is to effect a mere change in the legal form into another limited liability entity that is taxed as a corporation for U.S. federal income tax purposes; (viii) a change in the fiscal year or taxable year of the Company; (ix) prior to the occurrence of a Cheniere Separation Event, an amendment that is necessary, in the opinion Opinion of the Company's legal counselCounsel, to prevent the Company or its directors Directors, Officers, trustees or officers agents from in any manner being subjected to the provisions of the Investment Company Act of 1940, as amended, the Investment Advisors Advisers Act of 1940, as amended, or "“plan asset" ” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, regardless of whether or not such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor; (4x) to reflect a change in any provision of this Agreement that requires any action to be taken by or on behalf of the Company pursuant prior to the requirements occurrence of the Act if the provisions of the Act are amendeda Cheniere Separation Event, modified or revoked so that the taking of such action is no longer required; provided that this Section 9.1(c)(4) shall be applicable only if such changes are not materially adverse to the Shareholders; (5) to reflect an amendment that is necessary, in the opinion Opinion of Counsel, to make this Agreement compliant with the provisions of the Company's legal counselInvestment Company Act of 1940, to comply with any state as amended, or federal insurance Lawthe Investment Advisers Act of 1940, as amended; (6xi) an amendment that the Board of Directors determines to amend be necessary or appropriate in connection with the terms creation, authorization or issuance of any Member Interest Designation as provided additional Common Shares or Derivative Shares pursuant to Section 5.1; (xii) any amendment expressly permitted in and this Agreement to be made by the Board of Directors acting alone; (xiii) an amendment effected, necessitated or contemplated by a Merger Agreement approved in compliance accordance with Section 4.312.3; (xiv) a merger, conversion or conveyance pursuant to Section 12.3(d); (xv) any amendment that is necessary as a result of an amendment to the Partnership Agreement; or (7xvi) any other amendments substantially similar to amend Section 9.10 or Section 9.12(d)the foregoing.