Common use of Voting; Quorum of Members; Vote Required Clause in Contracts

Voting; Quorum of Members; Vote Required. Except as otherwise set forth herein, each Member shall be entitled to one vote per Unit and a proportionate fractional vote for each fractional Unit upon all matters upon which Members have the right to vote based upon the Units of the Company as set forth in the membership records of the Company as of the applicable record date. The presence, in person or by proxy, of Members owning more than 50% of the Units at the applicable record date for the action to be taken constitutes a quorum for the transaction of business. If a quorum is present, the affirmative vote, in person or by proxy, of the owners of more than 50% of the Units then outstanding and represented in person or by proxy at the meeting and entitled to vote on the subject matter shall be the act of the Members, unless the vote of a greater proportion or number or voting by classes is required by the Act, the Investment Company Act or this Agreement. If a quorum is not represented at any meeting of the Members, such meeting may be adjourned by an Appropriate Officer or the Managers. The Members shall have the following voting rights: (a) to the extent required by the Investment Company Act or as otherwise provided for herein, the right to elect members of the Board of Managers by the Majority In Interest of the Members; (b) as provided herein, the right to remove Managers for Cause by the affirmative vote of a Supermajority of Members at a meeting of Members duly called for such purpose; (c) to the extent required by the Investment Company Act, the right to approve any proposed investment advisory agreement or to disapprove and terminate any such existing agreement by the affirmative vote of a 40 Act Majority of Members; provided, however, in the case of approval that such agreement is also approved by a majority of Managers who are not parties to such contract or “interested persons” of any such party as such term is defined in the Investment Company Act, as the same may be amended from time to time; (d) to the extent required by the Investment Company Act, the right to ratify the appointment of the independent accountants of the Company by the affirmative vote of more than 50% of the Units then outstanding and represented in person or by proxy at the meeting and entitled to vote; provided, however, that such appointment is approved by a majority of the Disinterested Managers; (e) to the extent required by the Investment Company Act, the right to terminate the Company’s independent accountants by the affirmative vote of a 40 Act Majority of Members; (f) extension of the time of termination and dissolution of the Company to the extent provided in Section 2.6 hereof by the affirmative vote of a Majority in Interest of the Members; (g) to the extent required by the Investment Company Act, the right to consent to the dissolution of the Company pursuant to Section 13.1 by the affirmative vote of the Majority In Interest of the Members; (h) to the extent required by Section 13.2, the selection of a liquidator by the affirmative vote of a Majority in Interest of the Members; (i) to the extent required by Section 15.1, the right to approve certain amendments to this Agreement by the affirmative vote of a Majority in Interest of the Members; and (j) so long as the Company is subject to the provisions of the Investment Company Act, the right to approve any other matters that the Investment Company Act requires to be approved by the Members by the affirmative vote of Members as specified in the Investment Company Act.

Voting; Quorum of Members; Vote Required. Except as otherwise set forth herein, each Member shall be entitled to one vote per Unit and a proportionate fractional vote for each fractional Unit upon all matters upon which Members have the right to vote based upon the Units of the Company as set forth in the membership records of the Company as of the applicable record date. The presence, in person or by proxy, of Members owning more than 50% of the Units at the applicable record date for the action to be taken constitutes a quorum for the transaction of business. If a quorum is present, the affirmative vote, in person or by proxy, of the owners of more than 50% of the Units then outstanding and represented in person or by proxy at the meeting and entitled to vote on the subject matter shall be the act of the Members, unless the vote of a greater proportion or number or voting by classes is required by the Act, the Investment Company Act or this Agreement. If a quorum is not represented at any meeting of the Members, such meeting may be adjourned by an Appropriate Officer or the Managers. The Members shall have the following voting rights: (a) to the extent required by the Investment Company Act or as otherwise provided for herein, the right to elect members of the Board of Managers by the Majority In Interest of the Members; (b) as provided herein, the right to remove Managers for Cause by the affirmative vote of a Supermajority of Members at a meeting of Members duly called for such purpose; (c) to the extent required by the Investment Company Act, the right to approve any proposed investment advisory agreement or to disapprove and terminate any such existing agreement by the affirmative vote of a 40 Act Majority of Members; provided, however, in the case of approval that such agreement is also approved by a majority of Managers who are not parties to such contract or “interested persons” of any such party as such term is defined in the Investment Company Act, as the same may be amended from time to time; (d) to the extent required by the Investment Company Act, the right to ratify the appointment of the independent accountants of the Company by the affirmative vote of more than 50% of the Units then outstanding and represented in person or by proxy at the meeting and entitled to vote; provided, however, that such appointment is approved by a majority of the Disinterested Managers; (e) to the extent required by the Investment Company Act, the right to terminate the Company’s independent accountants by the affirmative vote of a 40 Act Majority of Members; (f) to the extent provided in Section 2.6 hereof, the right to approve the extension of the time of termination and dissolution of the Company to the extent provided in Section 2.6 hereof by the affirmative vote of a Majority in Interest of the Members; (g) to the extent required by the Investment Company Act, the right to consent to the dissolution of the Company pursuant to Section 13.1 by the affirmative vote of the Majority In Interest of the Members; (h) to the extent required by Section 13.2, the selection of a liquidator by the affirmative vote of a Majority in Interest of the Members; (i) to the extent required by Section 15.1, the right to approve certain amendments to this Agreement by the affirmative vote of a Majority in Interest of the Members; and (j) so long as the Company is subject to the provisions of the Investment Company Act, the right to approve any other matters that the Investment Company Act requires to be approved by the Members by the affirmative vote of Members as specified in the Investment Company Act.

Voting; Quorum of Members; Vote Required. Except as otherwise set forth herein, each Member shall be entitled to one vote per Unit and a proportionate fractional vote for each fractional Unit upon all matters upon which Members have the right to vote based upon the Units of the Company as set forth in the membership records of the Company as of the applicable record date. The presence, in person or by proxy, of Members owning more than 50% of the Units at the applicable record date for the action to be taken constitutes a quorum for the transaction of business. If a quorum is present, the affirmative vote, in person or by proxy, of the owners of more than 50% of the Units then outstanding and represented in person or by proxy at the meeting and entitled to vote on the subject matter shall be the act of the Members, unless the vote of a greater proportion or number or voting by classes is required by the Act, the Investment Company Act or this Agreement. If a quorum is not represented at any meeting of the Members, such meeting may be adjourned by an Appropriate Officer or the Managers. The Members shall have the following voting rights: (a) to the extent required by the Investment Company Act or as otherwise provided for herein, the right to elect members of the Board of Managers by the Majority In Interest of the Members; (b) as provided herein, the right to remove Managers for Cause by the affirmative vote of a Supermajority of Members at a meeting of Members duly called for such purpose; (c) to the extent required by the Investment Company Act, the right to approve any proposed investment advisory agreement or to disapprove and terminate any such existing agreement by the affirmative vote of a 40 Act Majority of Members; provided, however, in the case of approval that such agreement is also approved by a majority of Managers who are not parties to such contract or “interested persons” of any such party as such term is defined in the Investment Company Act, as the same may be amended from time to time; (d) to the extent required by the Investment Company Act, the right to ratify the appointment of the independent accountants of the Company by the affirmative vote of more than 50% of the Units then outstanding and represented in person or by proxy at the meeting and entitled to vote; provided, however, that such appointment is approved by a majority of the Disinterested Managers; (e) to the extent required by the Investment Company Act, the right to terminate the Company’s independent accountants by the affirmative vote of a 40 Act Majority of Members; (f) to the extent provided in Section 2.6 hereof, the right to approve the extension of the time of termination and dissolution of the Company to the extent provided in Section 2.6 hereof by the affirmative vote of a Majority in Interest of the Members; (g) to the extent required by the Investment Company Act, the right to consent to the dissolution of the Company pursuant to Section 13.1 hereof by the affirmative vote of the Majority In Interest of the Members; (h) to the extent required by Section 13.213.2 hereof, the selection of a liquidator by the affirmative vote of a Majority in Interest of the Members; (i) to the extent required by Section 15.115.1 hereof, the right to approve certain amendments to this Agreement by the affirmative vote of a Majority in Interest of the Members; and (j) so long as the Company is subject to the provisions of the Investment Company Act, the right to approve any other matters that the Investment Company Act requires to be approved by the Members by the affirmative vote of Members as specified in the Investment Company Act.

Voting; Quorum of Members; Vote Required. (a) Except as otherwise set forth herein, each Member shall be entitled to one vote per Unit and a proportionate fractional vote for each fractional Unit Share or Preferred Interest upon all matters upon which Members such Member shall have the right to vote based upon the Units of the Company as set forth in the membership records of the Company as of the applicable record dateCompany. The presence, in person or by proxy, of Members owning holding more than 50% of the Units Shares and Preferred Interests entitled to vote at the applicable record date for time of the action to be taken constitutes a quorum for the transaction at any meeting of businessholders of Members. If a quorum is present, the affirmative vote, in person or by proxy, of the owners of more than 50% of the Units Shares and Preferred Interests then outstanding and represented in person or by proxy at the meeting and entitled to vote on the subject matter shall be the act of the Members, unless the vote of a greater proportion or number or voting by classes is required by the Act, the Investment Company 1940 Act or this Agreement. If a quorum is not represented at any meeting of the Members, such meeting may be adjourned adjourned. (b) If the Preferred Interests are required to vote as a separate class under the 1940 Act, the presence, in person or by an Appropriate Officer proxy, of Members holding more than 50% of the Preferred Interests entitled to vote at the time of the action taken constitutes a quorum at any meeting of holders of Preferred Interests. If a quorum is present, the affirmative vote, in person or by proxy, of the Managersowners of more than 50% of the Preferred Interests then outstanding and represented in person or by proxy at the meeting and entitled to vote on the subject matter shall be the act of the holders of Preferred Interests, unless the vote of a greater proportion or number is required by the Act, the 1940 Act or this Agreement. If a quorum is not represented at any meeting of the Members, such meeting may be adjourned. The Members shall have the following voting rights: (a) to the extent required by the Investment Company Act or as otherwise provided for herein, the right to elect members of the Board of Managers by the Majority In Interest affirmative vote of the Membersa plurality of votes cast; (b) as provided herein, the right to remove Managers for Cause cause by the affirmative vote of a Supermajority of Members at a meeting of Members duly called for such purpose; (c) to the extent required by the Investment Company Act, the right to approve any proposed investment advisory agreement or to disapprove and terminate any such existing agreement by the affirmative vote of a 40 Act Majority of Members; provided, however, in the case of approval that such agreement is also approved by a majority of Managers who are not parties to such contract or “"interested persons” " of any such party as such term is defined in the Investment Company Act, as the same may be amended from time to time; (d) to the extent required by the Investment Company Act, the right to ratify the appointment of the independent accountants of the Company by the affirmative vote of more than 50% of the Units Shares and/or Preferred Interests then outstanding and represented in person or by proxy at the meeting and entitled to vote; provided, however, that such appointment is approved by a majority of the Disinterested Managers; (e) to the extent required by the Investment Company Act, the right to terminate the Company’s 's independent accountants by the affirmative vote of a 40 Act Majority of Members; (f) extension of the time of termination and dissolution of the Company to the extent provided in Section 2.6 hereof by the affirmative vote of a Majority in Interest of the Members; (g) to the extent required by the Investment Company Act, the right to consent to the dissolution of the Company pursuant to Section 13.1 by the affirmative vote of the Majority In Interest of the Members; (h) to the extent required by Section 13.2, the selection of a liquidator by the affirmative vote of a Majority in Interest of Interests of the Members; (ig) to the extent required by Section 15.114.1 or 14.3, the right to approve certain amendments to this Agreement by the affirmative vote of a Majority in Interest of Interests of the Members; and; (jh) so long as the Company is subject to the provisions of the Investment Company Act, the right to approve any other matters that the Investment Company Act requires to be approved by the Members by the affirmative vote of Members as specified in the Investment Company Act; (i) with respect to any merger, consolidation, other business combination, voluntary bankruptcy, liquidation or other dissolution of the Company, or the entering into of any agreement contemplating any of the foregoing; the right to approve by the affirmative vote of a Majority of Interests of the Members; and (j) with respect to the disposition of all or substantially all of the Company's assets, the rights to approve by the affirmative vote of a Majority of Interests of the Members.

Voting; Quorum of Members; Vote Required. Except Each Member as otherwise set forth herein, each Member of the record date for a meeting of Members shall be entitled to cast at such meeting one vote per Unit for each dollar of net asset value of the Shares held by the Member, as of the record date (and each fractional dollar amount shall be entitled to a proportionate fractional vote for each fractional Unit upon all matters upon vote), as to any matter on which Members have the right Member is entitled to vote based upon the Units of the Company as set forth in the membership records of the Company as of the applicable record date. On each matter submitted to a vote of Members, unless the Board of Managers determines otherwise, all Shares of all Classes shall vote as a single class; provided, however, that: (i) as to any matter with respect to which a separate vote of any Class is required by the Investment Company Act or other applicable law or is required by attributes applicable to any Class, such requirements as to a separate vote by that Class shall apply; (ii) unless the Board of Managers determines that this clause (ii) shall not apply in a particular case, to the extent that a matter referred to in clause (i) above affects more than one Class and the interests of each such Class in the matter are identical, then the Shares of all such affected Classes shall vote as a single class; and (iii) as to any matter which does not affect the interests of a particular Class, only the holders of Shares of the one or more affected Classes shall be entitled to vote. The presence, in person or by proxy, of Members owning more than 5033-1/3% of the Units Shares at the applicable record date for the action to be taken constitutes a quorum for the transaction of business. If a quorum is present, the affirmative vote, in person or by proxy, of the owners of more than 50% of the Units Shares then outstanding and represented in person or by proxy at the meeting and entitled to vote on the subject matter shall be the act of the Members, unless the vote of a greater or lesser proportion or number or voting by classes Classes is required by the Act, the Investment Company Act or this Agreement. If a quorum is not represented at any meeting of the Members, such meeting may be adjourned by an Appropriate Officer or the Board of Managers. The Members shall have the following voting rights: (a) to the extent required by the Investment Company Act or as otherwise provided for herein, the right to elect members of the Board of Managers by the Majority In Interest of the Members; (b) as provided herein, the right to remove Managers for Cause by the affirmative vote of a Supermajority of Members at a meeting of Members duly called for such purpose; (c) to the extent required by the Investment Company Act, the right to approve any proposed investment advisory agreement or to disapprove and terminate any such existing agreement by the affirmative vote of a 40 Act Majority of Members; provided, however, in the case of approval that such agreement is also approved by a majority of Managers who are not parties to such contract or “"interested persons” " of any such party as such term is defined in the Investment Company Act, as the same may be amended from time to time; (d) to the extent required by the Investment Company Act, the right to ratify the appointment of the independent accountants of the Company Fund by the affirmative vote of more than 50% of the Units Shares then outstanding and represented in person or by proxy at the meeting and entitled to vote; provided, however, that such appointment is approved by a majority of the Disinterested Managers; (e) to the extent required by the Investment Company Act, the right to terminate the Company’s Fund's independent accountants by the affirmative vote of a 40 Act Majority of Members; (f) extension of the time of termination and dissolution of the Company to the extent provided in required by Section 2.6 hereof 13.2 hereof, the selection of a liquidator by the affirmative vote of a Majority in Interest of the Members; (g) to the extent required by the Investment Company Act, the right to consent to the dissolution of the Company pursuant to Section 13.1 by the affirmative vote of the Majority In Interest of the Members; (h) to the extent required by Section 13.2, the selection of a liquidator by the affirmative vote of a Majority in Interest of the Members; (i) to the extent required by Section 15.115.1 hereof, the right to approve certain amendments to this Agreement by the affirmative vote of a Majority in Interest of the Members; and (jh) so long as the Company Fund is subject to the provisions of the Investment Company Act, the right to approve any other matters that the Investment Company Act requires to be approved by the Members by the affirmative vote of Members as specified in the Investment Company Act.

Voting; Quorum of Members; Vote Required. Except as otherwise set forth herein, each Member shall be entitled to one vote per Unit and a proportionate fractional vote for each fractional Unit upon all matters upon which Members have the right to vote based upon the Units of the Company as set forth in the membership records of the Company as of the applicable record date. The presence, in person or by proxy, of Members owning more than 50% of the Units at the applicable record date for the action to be taken constitutes a quorum for the transaction of business. If a quorum is present, the affirmative vote, in person or by proxy, of the owners of more than 50% of the Units then outstanding and represented in person or by proxy at the meeting and entitled to vote on the subject matter shall be the act of the Members, unless the vote of a greater proportion or number or voting by classes is required by the Act, the Investment Company Act or this Agreement. If a quorum is not represented at any meeting of the Members, such meeting may be adjourned by an Appropriate Officer or the ManagersOfficer. The Members shall have the following voting rights: (a) to the extent required by the Investment Company Act or as otherwise provided for herein, the right to elect members of the Board of Managers by the Majority In Interest affirmative vote of the Membersa plurality of votes cast; (b) as provided herein, the right to remove Managers for Cause cause by the affirmative vote of a Supermajority of Members at a meeting of Members duly called for such purpose; (c) to the extent required by the Investment Company Act, the right to approve proposed changes in the nature of the Company's business so as to cause the Company to cease to be, or to withdraw its election as, a business development company under the Investment Company Act by the affirmative vote of a 40 Act Majority of Members; (d) to the extent required by the Investment Company Act, the right to approve any proposed investment advisory agreement or to disapprove and terminate any such existing agreement by the affirmative vote of a 40 Act Majority of Members; provided, however, in the case of approval that such agreement agree ment is also approved by a majority of Managers who are not parties to such contract or “"interested persons” " of any such party as such term is defined in the Investment Company Act, as the same may be amended from time to time; (de) to the extent required by the Investment Company Act, the right to ratify the appointment of the independent accountants of the Company by the affirmative vote of more than 50% of the Units then outstanding and represented in person or by proxy at the meeting and entitled to vote; provided, however, that such appointment is approved by a majority of the Disinterested Managers; (ef) to the extent required by the Investment Company Act, the right to terminate the Company’s 's independent accountants by the affirmative vote of a 40 Act Majority of Members; (fg) extension of the time of termination and dissolution of the Company to the extent provided in Section 2.6 hereof by the affirmative vote of a Majority in Interest of the Members; (gh) to the extent required by the Investment Company Act, the right to consent to the dissolution of the Company pursuant to Section 13.1 by the affirmative vote of the a 40 Act Majority In Interest of the Members; (hi) to the extent required by Section 13.2, the selection of a liquidator by the affirmative vote of a Majority in Interest of Interests of the Members; (ij) to the extent required by Section 15.114.1 or 14.3, the right to approve certain amendments to this Agreement by the affirmative vote of a Majority in Interest of Interests of the Members; and (jk) so long as the Company is subject to the provisions of the Investment Company Act, the right to approve any other matters that the Investment Invest ment Company Act requires to be approved by the Members by the affirmative vote of Members as specified in the Investment Company Act.

Voting; Quorum of Members; Vote Required. Except Each Member as otherwise set forth herein, each Member of the record date for a meeting of Members shall be entitled to cast at such meeting one vote per Unit for each whole Share held by the Member, as of the record date (and each fractional Share shall be entitled to a proportionate fractional vote for each fractional Unit upon all matters upon vote), as to any matter on which Members have the right Member is entitled to vote based upon the Units of the Company as set forth in the membership records of the Company as of the applicable record date. On each matter submitted to a vote of Members, unless the Board of Directors determines otherwise or this Agreement otherwise provides, all Shares of all Classes shall vote as a single class; provided, however, that: (i) as to any matter with respect to which a separate vote of any Class is required by the Investment Company Act or other applicable law or is required by attributes applicable to any Class, such requirements as to a separate vote by that Class shall apply; (ii) unless the Board of Directors determines that this clause (ii) shall not apply in a particular case, to the extent that a matter referred to in clause (i) above affects more than one Class and the interests of each such Class in the matter are identical, then the Shares of all such affected Classes shall vote as a single class; and (iii) as to any matter which does not affect the interests of a particular Class, only the holders of Shares of the one or more affected Classes shall be entitled to vote. The presence, in person or by proxy, of Members owning more than 5033 1/3% of the Units Shares at the applicable record date for entitled to vote on the action to be taken constitutes a quorum for the transaction of business. If a quorum is present, the affirmative vote, in person or by proxy, of the owners of Members owning more than 50% of the Units Shares then outstanding and represented in person or by proxy at the meeting and entitled to vote on the subject matter shall be the act of the Members, unless the vote of a greater or lesser proportion or number or voting by classes Classes is required by the Act, the Investment Company Act or this Agreement. If a quorum is not represented at any meeting of the Members, such meeting may be adjourned by an Appropriate Officer or the Managers. The Members shall have the following voting rights: (a) to the extent required by the Investment Company Act or as otherwise provided for herein, the right to elect members of the Board of Managers Directors which shall be decided by the Majority In Interest a plurality of the Membersvotes cast in person or by proxy, provided, however, that in a contested election of Directors a nominee must receive a majority of the votes entitled to be cast in person or by proxy to be elected as a Director; (b) as provided herein, the right to remove Managers Directors for Cause by the affirmative vote of a Supermajority of Members at a meeting of Members duly called for such purpose; (c) to the extent required by the Investment Company Act, the right to approve any proposed investment advisory management agreement or to disapprove and terminate any such the existing agreement Investment Management Agreement by the affirmative vote of a 40 Act Majority of Members; provided, however, in the case of approval that such agreement is also approved by a majority of Managers Directors who are not parties to such contract or “interested persons” of any such party as such term is defined in the Investment Company Act, as the same may be amended from time to time; (d) to the extent required by the Investment Company Act, the right to ratify the appointment of the independent accountants of the Company Fund by the affirmative vote of more than 50% of the Units Shares then outstanding and represented in person or by proxy at the meeting and entitled to vote; provided, however, that such appointment is approved by a majority of the Disinterested ManagersDirectors; (e) to the extent required by the Investment Company Act, the right to terminate the CompanyFund’s independent accountants by the affirmative vote of a 40 Act Majority of Members; (f) extension of the time of termination and dissolution of the Company to the extent provided in required by Section 2.6 hereof 12.2 hereof, the selection of a liquidator by the affirmative vote of a Majority in Interest of the Members; (g) to the extent required by the Investment Company Act, the right to consent to the dissolution of the Company pursuant to Section 13.1 by the affirmative vote of the Majority In Interest of the Members; (h) to the extent required by Section 13.2, the selection of a liquidator by the affirmative vote of a Majority in Interest of the Members; (i) to the extent required by Section 15.114.1 hereof, the right to approve certain amendments to this Agreement by the affirmative vote of a Majority in Interest of the Members; andMembers or otherwise as provided in Section 14.1; (jh) so long as the Company Fund is subject to the provisions of the Investment Company Act, the right to approve any other matters that the Investment Company Act requires to be approved by the Members by the affirmative vote of Members as specified in the Investment Company Act; and (i) to the extent provided in the Act.

Voting; Quorum of Members; Vote Required. Except as otherwise set forth herein, each Member shall be entitled to one vote per Unit and a proportionate fractional vote for each fractional Unit upon all matters upon which Members have the right to vote based upon the Units of the Company as set forth in the membership records of the Company as of the applicable record date. The presence, in person or by proxy, of Members owning more than 50% of the Units at the applicable record date for the action to be taken constitutes a quorum for the transaction of business. If a quorum is present, the affirmative vote, in person or by proxy, of the owners of more than 50% of the Units then outstanding and represented in person or by proxy at the meeting and entitled to vote on the subject matter shall be the act of the Members, unless the vote of a greater proportion or number or voting by classes is required by the Act, the Investment Company Act or this Agreement. If a quorum is not represented at any meeting of the Members, such meeting may be adjourned by an Appropriate Officer or the ManagersOfficer. The Members shall have the following voting rights: (a) to the extent required by the Investment Company Act or as otherwise provided for herein, the right to elect members of the Board of Managers by the Majority In Interest affirmative vote of the Membersa plurality of votes cast; (b) as provided herein, the right to remove Managers for Cause cause by the affirmative vote of a Supermajority of Members at a meeting of Members duly called for such purpose; (c) whenever the Company as an investor in the Portfolio is requested to vote on matters pertaining to the Portfolio, the Company shall call a meeting of the Members for the purpose of voting on such matters, and the Company shall vote for or against such matters proportionately to the instructions to vote for or against such matters received from the Members, with Units for which the Company receives no voting instructions voted in the same proportion as the Units for which the Company receives voting instructions; (d) to the extent required by the Investment Company Act, the right to approve any proposed investment advisory agreement or to disapprove and terminate any such existing agreement by the affirmative vote of a 40 Act Majority of Members; provided, however, in the case of approval that such agreement is also approved by a majority of Managers who are not parties to such contract or “"interested persons” " of any such party as such term is defined in the Investment Company Act, as the same may be amended from time to time; (de) to the extent required by the Investment Company Act, the right to ratify the appointment of the independent accountants of the Company by the affirmative vote of more than 50% of the Units then outstanding and represented in person or by proxy at the meeting and entitled to vote; provided, however, that such appointment is approved by a majority of the Disinterested Managers; (ef) to the extent required by the Investment Company Act, the right to terminate the Company’s 's independent accountants by the affirmative vote of a 40 Act Majority of Members; (fg) extension of the time of termination and dissolution of the Company to the extent provided in Section 2.6 hereof by the affirmative vote of a Majority in Interest of the Members; (gh) to the extent required by the Investment Company Act, the right to consent to the dissolution of the Company pursuant to Section 13.1 by the affirmative vote of the a 40 Act Majority In Interest of the Members; (hi) to the extent required by Section 13.2, the selection of a liquidator by the affirmative vote of a Majority in Interest of the Members; (ij) to the extent required by Section 15.114.1 or 14.3, the right to approve certain amendments to this Agreement by the affirmative vote of a Majority in Interest of the Members; and (jk) so long as the Company is subject to the provisions of the Investment Company Act, the right to approve any other matters that the Investment Company Act requires to be approved by the Members by the affirmative vote of Members as specified in the Investment Company Act.

Voting; Quorum of Members; Vote Required. (a) Except as otherwise set forth herein, each Member shall be entitled to one vote per Unit and a proportionate fractional vote for each fractional Unit Share or Preferred Interest upon all matters upon which Members such Member shall have the right to vote based upon the Units of the Company as set forth in the membership records of the Company as of the applicable record dateCompany. The presence, in person or by proxy, of Members owning holding more than 50% of the Units Shares and Preferred Interests entitled to vote at the applicable record date for time of the action to be taken constitutes a quorum for the transaction at any meeting of businessholders of Members. If a quorum is present, the affirmative vote, in person or by proxy, of the owners of more than 50% of the Units Shares and Preferred Interests then outstanding and represented in person or by proxy at the meeting and entitled to vote on the subject matter shall be the act of the Members, unless the vote of a greater proportion or number or voting by classes is required by the Act, the Investment Company Act or this Agreement. If a quorum is not represented at any meeting of the Members, such meeting may be adjourned adjourned. (b) If the Preferred Interests are required to vote as a separate class under the Investment Company Act, the presence, in person or by an Appropriate Officer proxy, of Members holding more than 50% of the Preferred Interests entitled to vote at the time of the action taken constitutes a quorum at any meeting of holders of Preferred Interests. If a quorum is present, the affirmative vote, in person or by proxy, of the Managersowners of more than 50% of the Preferred Interests then outstanding and represented in person or by proxy at the meeting and entitled to vote on the subject matter shall be the act of the holders of Preferred Interests, unless the vote of a greater proportion or number is required by the Act, the Investment Company Act or this Agreement. If a quorum is not represented at any meeting of the Members, such meeting may be adjourned. The Members shall have the following voting rights: (a) to the extent required by the Investment Company Act or as otherwise provided for herein, the right to elect members of the Board of Managers by the Majority In Interest affirmative vote of the Membersa plurality of votes cast; (b) as provided herein, the right to remove Managers for Cause cause by the affirmative vote of a Supermajority of Members at a meeting of Members duly called for such purpose; (c) to the extent required by the Investment Company Act, the right to approve any proposed investment advisory agreement or to disapprove and terminate any such existing agreement by the affirmative vote of a 40 Act Majority of Members; provided, however, in the case of approval that such agreement is also approved by a majority of Managers who are not parties to such contract or “"interested persons” " of any such party as such term is defined in the Investment Company Act, as the same may be amended from time to time; (d) to the extent required by the Investment Company Act, the right to ratify the appointment of the independent accountants of the Company by the affirmative vote of more than 50% of the Units Shares and/or Preferred Interests then outstanding and represented in person or by proxy at the meeting and entitled to vote; provided, however, that such appointment is approved by a majority of the Disinterested Managers; (e) to the extent required by the Investment Company Act, the right to terminate the Company’s 's independent accountants by the affirmative vote of a 40 Act Majority of Members; (f) extension of the time of termination and dissolution of the Company to the extent provided in Section 2.6 hereof by the affirmative vote of a Majority in Interest of the Members; (g) to the extent required by the Investment Company Act, the right to consent to the dissolution of the Company pursuant to Section 13.1 by the affirmative vote of the Majority In Interest of the Members; (h) to the extent required by Section 13.2, the selection of a liquidator by the affirmative vote of a Majority in Interest of Interests of the Members; (ig) to the extent required by Section 15.114.1 or 14.3, the right to approve certain amendments to this Agreement by the affirmative vote of a Majority in Interest of Interests of the Members; and; (jh) so long as the Company is subject to the provisions of the Investment Company Act, the right to approve any other matters that the Investment Company Act requires to be approved by the Members by the affirmative vote of Members as specified in the Investment Company Act; (i) with respect to any merger, consolidation, other business combination, voluntary bankruptcy, liquidation or other dissolution of the Company, or the entering into of any agreement contemplating any of the foregoing; the right to approve by the affirmative vote of a Majority of Interests of the Members; and (j) with respect to the disposition of all or substantially all of the Company's assets, the rights to approve by the affirmative vote of a Majority of Interests of the Members.

Voting; Quorum of Members; Vote Required. Except as otherwise set forth herein, each Member shall be entitled to one vote per Unit and a proportionate fractional vote for each fractional Unit upon all matters upon which Members have the right to vote based upon the Units of the Company as set forth in the membership records of the Company as of the applicable record date. The presence, in person or by proxy, of Members owning more than 50% of the Units at the applicable record date for the action to be taken constitutes a quorum for the transaction of business. If a quorum is present, the affirmative vote, in person or by proxy, of the owners of more than 50% of the Units then outstanding and represented in person or by proxy at the meeting and entitled to vote on the subject matter shall be the act of the Members, unless the vote of a greater proportion or number or voting by classes is required by the Act, the Investment Company Act or this Agreement. If a quorum is not represented at any meeting of the Members, such meeting may be adjourned by an Appropriate Officer or the ManagersOfficer. The Members shall have the following voting rights: (a) to the extent required by the Investment Company Act or as otherwise provided for herein, the right to elect members of the Board of Managers by the Majority In Interest affirmative vote of the Membersa plurality of votes cast; (b) as provided herein, the right to remove Managers for Cause cause by the affirmative vote of a Supermajority of Members at a meeting of Members duly called for such purpose; (c) to the extent required by the Investment Company Act, the right to approve proposed changes in the nature of the Company's business so as to cause the Company to cease to be, or to withdraw its election as, a business development company under the Investment Company Act by the affirmative vote of a 40 Act Majority of Members; (d) to the extent required by the Investment Company Act, the right to approve any proposed investment advisory agreement or to disapprove and terminate any such existing agreement by the affirmative vote of a 40 Act Majority of Members; provided, however, in the case of approval that such agreement is also approved by a majority of Managers who are not parties to such contract or “"interested persons” " of any such party as such term is defined in the Investment Company Act, as the same may be amended from time to time; (de) to the extent required by the Investment Company Act, the right to ratify the appointment of the independent accountants of the Company by the affirmative vote of more than 50% of the Units then outstanding and represented in person or by proxy at the meeting and entitled to vote; provided, however, that such appointment is approved by a majority of the Disinterested Managers; (ef) to the extent required by the Investment Company Act, the right to terminate the Company’s 's independent accountants by the affirmative vote of a 40 Act Majority of Members; (fg) extension of the time of termination and dissolution of the Company to the extent provided in Section 2.6 hereof by the affirmative vote of a Majority in Interest of the Members; (gh) to the extent required by the Investment Company Act, the right to consent to the dissolution of the Company pursuant to Section 13.1 by the affirmative vote of the a 40 Act Majority In Interest of the Members; (hi) to the extent required by Section 13.2, the selection of a liquidator by the affirmative vote of a Majority in Interest of Interests of the Members; (ij) to the extent required by Section 15.114.1 or 14.3, the right to approve certain amendments to this Agreement by the affirmative vote of a Majority in Interest of Interests of the Members; and (jk) so long as the Company is subject to the provisions of the Investment Company Act, the right to approve any other matters that the Investment Company Act requires to be approved by the Members by the affirmative vote of Members as specified in the Investment Company Act.

Voting; Quorum of Members; Vote Required. Except as otherwise set forth herein, each Member shall be entitled to one vote per Unit and a proportionate fractional vote for each fractional Unit upon all matters upon which Members have the right to vote based upon the Units of the Company as set forth in the membership records of the Company as of the applicable record date. The presence, in person or by proxy, of Members owning more than 50% of the Units at the applicable record date for the action to be taken constitutes a quorum for the transaction of business. If a quorum is present, the affirmative vote, in person or by proxy, of the owners of more than 50% of the Units then outstanding and represented in person or by proxy at the meeting and entitled to vote on the subject matter shall be the act of the Members, unless the vote of a greater proportion or number or voting by classes is required by the Act, the Investment Company Act or this Agreement. If a quorum is not represented at any meeting of the Members, such meeting may be adjourned by an Appropriate Officer or the Managers. The Members shall have the following voting rights: (a) to the extent required by the Investment Company Act or as otherwise provided for herein, the right to elect members of the Board of Managers by the Majority In Interest of the Members; (b) as provided herein, the right to remove Managers for Cause cause by the affirmative vote of a Supermajority of Members at a meeting of Members duly called for such purpose; (c) to the extent required by the Investment Company Act, the right to approve any proposed investment advisory agreement or to disapprove and terminate any such existing agreement by the affirmative vote of a 40 Act Majority of Members; provided, however, in the case of approval that such agreement is also approved by a majority of Managers who are not parties to such contract or “interested persons” of any such party as such term is defined in the Investment Company Act, as the same may be amended from time to time; (d) to the extent required by the Investment Company Act, the right to ratify the appointment of the independent accountants of the Company by the affirmative vote of more than 50% of the Units then outstanding and represented in person or by proxy at the meeting and entitled to vote; provided, however, that such appointment is approved by a majority of the Disinterested Managers; (e) to the extent required by the Investment Company Act, the right to terminate the Company’s independent accountants by the affirmative vote of a 40 Act the Majority In Interest of the Members; (f) extension of the time of termination and dissolution of the Company to the extent provided in Section 2.6 hereof by the affirmative vote of a Majority in Interest of the Members; (g) to the extent required by the Investment Company Act, the right to consent to the dissolution of the Company pursuant to Section 13.1 11.1 by the affirmative vote of the Majority In Interest of the Members; (h) to the extent required by Section 13.211.2, the selection of a liquidator by the affirmative vote of a Majority in Interest of the Members; (i) to the extent required by Section 15.113.1 or 13.3, the right to approve certain amendments to this Agreement by the affirmative vote of a Majority in Interest of the Members; and (j) so long as the Company is subject to the provisions of the Investment Company Act, the right to approve any other matters that the Investment Company Act requires to be approved by the Members by the affirmative vote of Members as specified in the Investment Company Act.