Common use of Actions Required by Members Clause in Contracts

Actions Required by Members. (a) The following actions may only be taken with the approval or consent of the holders of at least 95% of each of the Series A Special Units, Series B Special Units and Common Units: (i) effecting any merger or consolidation involving the Company or Hilli Corp; (ii) effecting any sale or exchange of all or substantially all of the Company’s assets or the assets of Hilli Corp, including Hilli FLNG; (iii) dissolving or liquidating the Company or Hilli Corp; and (iv) effecting a transfer of any of the Company’s shares of Hilli Corp; (b) The following actions may only be taken with the approval or consent of the holders of at least a majority of the Series A Special Units, the holders of at least a majority of the Series B Special Units and the holders of at least a majority of the Common Units: (i) creating or causing to exist any consensual restriction on the ability of the Company or Hilli Corp to make distributions, pay any indebtedness, make loans or advances or transfer assets to their respective members, shareholders or subsidiaries; (ii) settling or compromising any claim, dispute or litigation directly against, or otherwise relating to indemnification by the Company of, any of the officers of the Company or any Member; (iii) causing the Company to incur indebtedness in excess of $50 million or issue Senior Securities or Parity Securities; (iv) causing Hilli Corp to incur additional indebtedness in excess of $50 million or to issue equity securities; (v) amending the Perenco Contract in any material manner; or (vi) amending the existing financing and sale and leaseback arrangement for the Hilli FLNG in any material manner. (c) The approval or consent of the holders of at least 95% of the Series A Special Units is required to amend any provision of this Agreement that would adversely affect the Series A Special Units. (d) the approval or consent of the holders of at least 95% of the Series B Special Units is required to amend any provision of this Agreement that would adversely affect the Series B Special Units. (e) the approval or consent of the holders of at least 95% of the Common Units is required to amend any provision of this Agreement that would adversely affect the Common Units. (f) The approval or consent of the holders of at least a majority of the Series B Special Units and the holders of at least a majority of the Common Units is required to cause Hilli Corp to enter into new commercial liquefaction services agreements utilizing Hilli FLNG.

Actions Required by Members. (a) The following actions may only be taken with the approval or consent of the holders of at least 95% of each of the Series A Special Units, Series B Special Units and Common Units: (i) effecting any merger or consolidation involving the Company or Hilli Corp; (ii) effecting any sale or exchange of all or substantially all of the Company’s assets or the assets of Hilli Corp, including Hilli FLNG; (iii) dissolving or liquidating the Company or Hilli Corp; and (iv) effecting a transfer of any of the Company’s shares of Hilli Corp; (b) The following actions may only be taken with the approval or consent of the holders of at least a majority of the Series A Special Units, the holders of at least a majority of the Series B Special Units and the holders of at least a majority of the Common Units: (i) creating or causing to exist any consensual restriction on the ability of the Company or Hilli Corp to make distributions, pay any indebtedness, make loans or advances or transfer assets to its Members or their respective members, shareholders or subsidiaries; (ii) settling or compromising any claim, dispute or litigation directly against, or otherwise relating to indemnification by the Company of, any of the officers of the Company or any Member; (iii) causing the Company to incur indebtedness in excess of $50 million or issue Senior Securities or Parity Securities; (iv) causing Hilli Corp to incur additional indebtedness in excess of $50 million or to issue equity securities; (v) amending the Perenco Contract in any material manner; or (vi) amending the existing financing and sale and leaseback arrangement for the Hilli FLNG in any material manner. (c) The approval or consent of the holders of at least 95% of the Series A Special Units is required to amend any provision of this Agreement that would adversely affect the Series A Special Units. (d) the approval or consent of the holders of at least 95% of the Series B Special Units is required to amend any provision of this Agreement that would adversely affect the Series B Special Units. (e) the approval or consent of the holders of at least 95% of the Common Units is required to amend any provision of this Agreement that would adversely affect the Common Units. (f) The approval or consent of the holders of at least a majority of the Series B Special Units and the holders of at least a majority of the Common Units is required to cause Hilli Corp to enter into new commercial liquefaction services agreements utilizing Hilli FLNG.