Common use of Amendments Which May be Made Without the Consent of the Members Clause in Contracts

Amendments Which May be Made Without the Consent of the Members. Subject to Section 10.3, and the approval of the Preferred Members, the Managing Member shall have the power and authority to amend this Agreement or the Certificate from time to time without the consent of any of the Members for any of the following reasons: (a) to reflect the admission, substitution, removal or withdrawal of a Member in accordance with the terms of this Agreement; (b) to reflect, in accordance with the terms of this Agreement, the occurrence of a return of all or part of any Member’s Capital Contribution or to reflect additional contributions to the Company; (c) to effect, with prior notice to all Members, an amendment which is, in the opinion either of counsel to the Company or of the Company’s accountants, necessary to satisfy requirements of the Code or of any other federal or any state tax laws or regulations with respect to partnership classification and does not increase or extend any financial obligation or liability of the Members, or reduce the obligations of the Managing Member hereunder; (d) to amend any provision which is necessary to comply with any requirement of the Code or Treasury Regulations or in order for the allocations of Net Profits and Net Losses made in this Agreement to be held valid, provided that all Members receive prior notice of such amendment accompanied by an opinion of counsel or the Company’s accountants to the effect that such amendment is necessary for the allocations of Net Profits and Net Losses made in this Agreement to be held valid; and (e) in connection with (and only as necessary to the extent of) the issuance of additional Units or Membership Interests in accordance with the terms of this Agreement, including without limitation amendments to Exhibit A to reflect such issuances and amendments to alter the order of distribution and the allocation of profits and losses set forth in Article V; provided, that no such amendment may reduce any rights or benefits, or increase any liabilities or obligations, of any existing Member or class of Members, other than indirectly through the issuance of senior securities.

Amendments Which May be Made Without the Consent of the Members. Subject to Section 10.3, and the approval of the Preferred Members, the The Managing Member shall have the power and authority to amend this Agreement or and/or the Certificate of Formation from time to time without the consent of any of the Investor Members for any of the following reasons: (a) to reflect a change in (i) the admissionname of the Company, substitution, removal or withdrawal (ii) the registered office of a Member in accordance with the terms Company and/or the Company’s principal office and/or (iii) the name and/or address of this Agreementthe Company’s registered agent; (b) to reflect, in accordance with the terms of this Agreement, reflect the occurrence of a return of all or part of any Member’s paid-in Capital Contribution or to reflect additional contributions Capital Contributions to the Company; (c) to effectcure any ambiguity, to correct or supplement any provision herein which may be inconsistent with prior notice any other provision herein or to all Membersclarify this Agreement, an provided such amendment which does not change the substance of this Agreement; (d) to effectuate a change that is, in the opinion either of counsel to the Company or of the Company’s accountantsAccountants, necessary or appropriate to satisfy requirements of the Code or of any other federal or any state tax laws or regulations with respect to partnership classification limited liability companies and does not increase or extend any financial obligation or liability of the Investor Members, or reduce the obligations of the Managing Member hereunder; (de) to amend add or delete any non-material provision which is that the Managing Member determines to be necessary to comply with the requirements of any lender or governmental agency or with any requirement of the Code or Treasury Regulations or in order for the allocations of Net Profits and Net Losses made in this Agreement to be held valid, provided that all Members receive prior notice of such amendment is accompanied by an opinion of counsel or the Company’s accountants Accountants to the effect that such amendment is necessary for or appropriate in order that, or would improve the likelihood that, the allocations of Net Profits and Net Losses made in this Agreement to Agreement, or allocations as close thereto as possible, will be held valid; and (ef) in connection with (and only as necessary to delete or add any provision required to be so deleted or added by any federal agency or by a state “blue sky” administrator or similar such official, which deletion or addition is deemed by such official or administrator to be for the extent of) benefit or protection of the issuance of additional Units or Membership Interests in accordance with the terms of this Agreement, including without limitation amendments to Exhibit A to reflect such issuances and amendments to alter the order of distribution and the allocation of profits and losses set forth in Article V; provided, that no such amendment may reduce any rights or benefits, or increase any liabilities or obligations, of any existing Member or class of Investor Members, other than indirectly through the issuance of senior securities.