Proxy Voting. The Adviser shall be responsible for voting any proxies solicited by an issuer of securities held by the Corporation in the best interest of the Corporation and in accordance with the Adviser’s proxy voting policies and procedures, as any such proxy voting policies and procedures may be amended from time to time. The Corporation has been provided with a copy of the Adviser’s proxy voting policies and procedures and has been informed as to how it can obtain further information from the Adviser regarding proxy voting activities undertaken on behalf of the Corporation. The Adviser shall be responsible for reporting the Corporation’s proxy voting activities, as required, through periodic filings on Form N-PX.

Proxy Voting. The Adviser shall be responsible for voting any proxies solicited by an issuer of securities held by the Corporation in the best interest of the Corporation and in accordance with the Adviser’s proxy voting policies and procedures, as any such proxy voting policies and procedures may be amended from time to time. The Corporation has been provided with a copy of the Adviser’s proxy voting policies and procedures and has been informed as to how it can obtain further information from the Adviser regarding proxy voting activities undertaken on behalf of the Corporation. The Adviser shall be responsible for reporting the Corporation’s proxy voting activities, as required, through periodic filings on Form N-PX.

Irrevocable Nature. The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, in recognition of the fact that each of the Members will be relying upon the power of the Managing Member or any Liquidator to act as contemplated by this Agreement in any filing or other action by it on behalf of the Company, and it shall survive and not be affected by the subsequent Incapacity of any Non-Managing Member or Assignee and the transfer of all or any portion of such Non-Managing Member’s or Assignee’s Membership Units and shall extend to such Non-Managing Member’s or Assignee’s heirs, successors, assigns and personal representatives. Each such Non-Managing Member or Assignee hereby agrees to be bound by any representation made by the Managing Member or any Liquidator, acting in good faith pursuant to such power of attorney; and each such Non-Managing Member or Assignee hereby waives any and all defenses which may be available to contest, negate or disaffirm the action of the Managing Member or any Liquidator, taken in good faith under such power of attorney. Each Non-Managing Member or Assignee shall execute and deliver to the Managing Member or the Liquidator, within fifteen (15) days after receipt of the Managing Member’s or Liquidator’s request therefor, such further designation, powers of attorney and other instruments as the Managing Member or the Liquidator, as the case may be, deems necessary to effectuate this Agreement and the purposes of the Company.

Election Irrevocable. A Member may not modify or revoke his or her Deferral Agreement after such Deferral Agreement takes effect for the calendar year. Notwithstanding the foregoing, a Member may, in the event of an Unforeseeable Emergency (as defined in Section 4.08 of the Plan), request a suspension of his or her contributions under Section 4.01 of the Plan. The request shall be made in a time and manner determined by the Committee. The suspension shall be effective with respect to the portion of the calendar year remaining after the Committee’s determination that the Member has incurred an Unforeseeable Emergency. The Committee shall apply standards, to the extent applicable, identical to those described in Section 4.08 in making its determination whether to suspend contributions to the Plan under Section 4.01 for the remainder of the calendar year.

Guarantee Irrevocable. The Guarantor may not revoke this Agreement and this Agreement continues to be effective with respect to any Guaranteed Obligations arising or created after any attempted revocation by the Guarantor.

Notice Irrevocable. Any Notice of Borrowing (or telephonic or electronic notice in lieu thereof) made pursuant to Section 1.4(b) shall be irrevocable. The Borrowers shall be bound to borrow the funds requested therein in accordance therewith.

Election Irrevocable. A Member may not modify or revoke his or her Deferral Agreement after such Deferral Agreement takes effect for the calendar year. Notwithstanding the foregoing, a Member may, in the event of an Unforeseeable Emergency (as defined in Section 4.08 of the Plan), request a suspension of his or her contributions under Section 4.01 of the Plan. The request shall be made in a time and manner determined by the Committee. The suspension shall be effective with respect to the portion of the calendar year remaining after the Committee’s determination that the Member has incurred an Unforeseeable Emergency. The Committee shall apply standards, to the extent applicable, identical to those described in Section 4.08 in making its determination whether to suspend contributions to the Plan under Section 4.01 for the remainder of the calendar year.

Irrevocable Deposit. Any deposit made into the Collateral Account hereunder shall, except as otherwise provided herein, be irrevocable, and the amount of such deposit and any money, instruments, investment property or other property on deposit in, carried in or credited to the Collateral Account hereunder and all interest thereon shall be held in trust by Agent and applied solely as provided herein.

Election Irrevocable. A Participant’s election to reduce cash compensation pursuant to a program established in accordance with this [Section 12] shall become irrevocable on the last day of the calendar year prior to the year in which the services are to be rendered with respect to which such cash compensation would otherwise become payable, or at the time otherwise required by [Section 409A].

“Irrevocable Proxy” means a proxy in the form attached hereto as [Exhibit B].