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Execution Copy
 LIMITED LIABILITY COMPANY AGREEMENT
 OF
 GOLDMAN SACHS HFP OPPORTUNISTIC FUND, LLC
 Dated as of June 25, 2007




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TABLE OF CONTENTS
 PageARTICLE I General Provisions
    
    
    1Section 1.01
    
    Company Name and Address
    
    
    1Section 1.02
    
    Fiscal Year
    
    
    1Section 1.03
    
    Liability of Members
    
    
    1Section 1.04
    
    Purposes of the Company
    
    
    2Section 1.05
    
    Assignability of Interests; Assignment by Managing Member
    
    
    2Section 1.06
    
    Registered Office and Agent for Service of Process
    
    
    3ARTICLE II Management of the Company
    
    
    3Section 2.01
    
    Management Generally
    
    
    3Section 2.02
    
    Delegation by Managing Member
    
    
    3Section 2.03
    
    Authority of the Managing Member
    
    
    3Section 2.04
    
    Reliance by Third Parties
    
    
    5Section 2.05
    
    Activity of the Managing Member
    
    
    5Section 2.06
    
    Standard of Care; Indemnification
    
    
    6Section 2.07
    
    Payment of Costs and Expenses
    
    
    7Section 2.08
    
    Principal Transactions and Other Related Party Transactions
    
    
    9ARTICLE III Admission of New Members
    
    
    9Section 3.01
    
    Admission of New Members
    
    
    9Section 3.02
    
    Additional Classes of Interests
    
    
    9ARTICLE IV Capital Accounts of Members and Operation Thereof
    
    
    9Section 4.01
    
    Definitions
    
    
    9Section 4.02
    
    Capital Contributions
    
    
    10Section 4.03
    
    Capital Accounts
    
    
    10Section 4.04
    
    Membership Percentages
    
    
    11Section 4.05
    
    Allocation of Net Capital Appreciation or Net Capital Depreciation
    
    
    11Section 4.06
    
    Determination of Net Assets
    
    
    11Section 4.07
    
    Allocation for Tax Purposes
    
    
    12Section 4.08
    
    Determination by Managing Member of Certain Matters; Managing Members Discretion
    
    
    13Section 4.09
    
    Adjustments to Take Account of Interim Year Events
    
    
    13Section 4.10
    
    Tax Withholding
    
    
    13ARTICLE V Redemptions and Distributions
    
    
    13Section 5.01
    
    Redemptions and Distributions in General
    
    
    13Section 5.02
    
    Redemptions
    
    
    14Section 5.03
    
    Limitation on Redemptions
    
    
    15Section 5.04
    
    Distributions
    
    
    16
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PageARTICLE VI Withdrawal, Death, Disability
    
    
    16Section 6.01
    
    Withdrawal, Death, etc
    
    
    16ARTICLE VII Duration and Dissolution of the Company
    
    
    17Section 7.01
    
    Duration
    
    
    17Section 7.02
    
    Dissolution
    
    
    17ARTICLE VII Tax Returns; Reports to Members
    
    
    18Section 8.01
    
    Independent Auditors
    
    
    18Section 8.02
    
    Filing of Tax Returns
    
    
    18Section 8.03
    
    Tax Matters Partner
    
    
    18Section 8.04
    
    Financial Reports to Current Members
    
    
    18Section 8.05
    
    Tax Reports to Members and Former Members
    
    
    18Section 8.06
    
    Partnership Status of Company
    
    
    18ARTICLE IX Miscellaneous
    
    
    19Section 9.01
    
    General
    
    
    19Section 9.02
    
    Power of Attorney
    
    
    19Section 9.03
    
    Amendments to Limited Liability Company Agreement
    
    
    19Section 9.04
    
    Instruments
    
    
    20Section 9.05
    
    No Personal Liability For Return of Capital
    
    
    20Section 9.06
    
    Choice of Law
    
    
    20Section 9.07
    
    Venue; Waiver of Trial by Jury
    
    
    21Section 9.08
    
    No Third Party Rights
    
    
    21Section 9.09
    
    Notices
    
    
    21Section 9.10
    
    Grantors of Revocable Trusts
    
    
    21Section 9.11
    
    Each Interest in the Company is a Security
    
    
    21Section 9.12
    
    Goodwill and Use of Name
    
    
    21Section 9.13
    
    Headings
    
    
    22Section 9.14
    
    Pronouns
    
    
    22Section 9.15
    
    Confidentiality
    
    
    22
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Del Code et seq.
 
 Company Name and Address
 Fiscal Year provided however
 Liability of Members




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Purposes of the Company
  Assignability of Interests; Assignment by Managing Member
  2




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Registered Office and Agent for Service of Process
 
 Management Generally
 Delegation by Managing Member
 Authority of the Managing Member
  3




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4




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Reliance by Third Parties
 Activity of the Managing Member
 5




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Standard of Care; Indemnification
      6




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Payment of Costs and Expenses
  7




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e.g.
 provided however
  pro rata
  8




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Principal Transactions and Other Related Party Transactions
 
 Admission of New Members
 Additional Classes of Interests
 
 Definitions
   9




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Capital Contributions
    Capital Accounts
 10




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Membership Percentages
 Allocation of Net Capital Appreciation or Net Capital Depreciation
 pro rata
  Determination of Net Assets
    11




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Allocation for Tax Purposes
  12




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Determination by Managing Member of Certain Matters: Managing Members
Discretion
   Adjustments to Take Account of Interim Year Events
 Tax Withholding
 
 Redemptions and Distributions in General
 13




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Redemptions
     14




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Limitation on Redemptions
   15




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Distributions
 pro rata
   
 Withdrawal, Death, etc. of Members
   16




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Duration
 Dissolution
       17




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pari passu
 
 Independent Auditors
 Filing of Tax Returns
 Tax Matters Partner
 Financial Reports to Current Members
 Tax Reports to Members and Former Members
 Partnership Status of Company
 18




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General provided however
 Power of Attorney
     provided however
 Amendments to Limited Liability Company Agreement provided however
 19




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Instruments
 No Personal Liability For Return of Capital
 Choice of Law
 20




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Venue; Waiver of Trial by Jury
 No Third Party Rights
 Notices
 Grantors of Revocable Trusts
 Each Interest in the Company is a Security
 Goodwill and Use of Name
 21




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Headings
 Pronouns
 Confidentiality
 22




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MANAGING MEMBER:
GOLDMAN SACHS HEDGE FUND STRATEGIES LLCBy:
    /s/ Kent A. ClarkName:
    KENT A. CLARKTitle:
    MANAGING DIRECTOR NON-MANAGING MEMBERS:By:
    GOLDMAN SACHS HEDGE FUND STRATEGIES LLC on behalf of each Member
as attorney-in-factBy:
    /s/ Kent A. ClarkName:
    KENT A. CLARKTitle:
    MANAGING DIRECTOR 23