Common use of Annual Meetings of Members Clause in Contracts

Annual Meetings of Members. (i) Except in the case of the Initial Board, nominations of individuals for election to the Board of Directors by a Member (other than any Appointed Director, who shall be appointed by the Manager for so long as the Manager is entitled to appoint one or more directors to the Board of Directors pursuant to the terms of this Agreement), and the proposal of business to be considered by the Members, may be made at an annual meeting of Members (A) pursuant to the Company’s notice of meeting delivered pursuant to Section 9.5, (B) by or at the direction of the Board of Directors or (C) by any Member of the Company who is entitled to vote at the meeting, who complies with the notice procedures set forth in clauses (ii) and (iii) of this Section 9.8(a). In addition to any other applicable requirements, for a nomination for election of a director to be made by a Member (other than any Appointed Director, who shall be appointed by the Manager for so long as the Manager is entitled to appoint one or more directors to the Board of Directors pursuant to the terms of this Agreement) or for business to be properly brought before an annual meeting by a Member, such Member must (A) be a Member of record on both (1) the date of the delivery of such nomination or the date of the giving of the notice provided for in this Section 9.8(a) and (2) the record date for the determination of Members entitled to vote at such annual meeting, and (B) have given timely notice thereof in proper written form in accordance with the requirements of this Section 9.8(a) to the Secretary. (ii) For nominations or other business to be properly brought before an annual meeting by a Member pursuant to Section 9.8(a)(i)(C), the Member must have given timely notice thereof in writing to the Secretary of the Company and, in the case of business other than nominations, such other business must otherwise be a proper matter for Member action. Except to the extent otherwise required by applicable law, to be timely, a Member’s notice shall be delivered to the Secretary at the principal executive offices of the Company not less than one hundred and twenty (120) days nor more than one hundred and fifty (150) days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that, in the event that the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by a Member must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Company. In the case of the first annual meeting of Members, a Member’s notice shall be timely if it is delivered to the Secretary at the principal executive offices of the Company not earlier than the one hundred and twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made. In no event shall the public announcement or an adjournment or postponement of an annual meeting commence a new time period for the giving of a Member’s notice as described in this Section 9.8(a). Subject to Section 9.8(a)(i), such Member’s notice shall set forth: (A) as to each individual whom the Member proposes to nominate for election or reelection as a director, all information relating to such individual that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, pursuant to Regulation 14A under the Exchange Act, including such individual’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (B) as to any other business that the Member proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration), the reasons for conducting such business at the meeting and any material interest in such business of such Member and the Beneficial Owner or holder of Trust Shares, if any, on whose behalf the proposal is made; and (C) as to the Member giving the notice and the Beneficial Owner, if any, on whose behalf the nomination or proposal is made, (1) the name and address of such Member as they appear on the Company’s books and of such Beneficial Owner, (2) the number of, and evidence of such number of, LLC Interests which are owned beneficially and of record by such Member and such Beneficial Owner, (3) a representation that the Member intends to appear in person or by proxy at the meeting to propose such business or nomination, and (4) a representation whether the Member or the Beneficial Owner, if any, intends or is part of a group which intends (i) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the LLC Interests required to approve or adopt the proposal or elect the nominee and/or (ii) otherwise to solicit proxies from Members in support of such proposal or nomination. The foregoing notice requirements shall be deemed satisfied by a Member if the Member has notified the Company of the Member’s intention to present a proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act and such Member’s proposal has been included in a proxy statement that has been prepared by the Company to solicit proxies for such annual meeting. The Company may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Company or on any committee of the Board of Directors. (iii) Notwithstanding anything in the second sentence of clause (ii) of this Section 9.8(a) to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the Company at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a Member’s notice required by this Section 9.8 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Company not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Company.

Annual Meetings of Members. (i1) Except in the case of the Initial Board, nominations Nominations of individuals for election to the Board of Directors by a Member (other than any Appointed Director, who shall be appointed by the Manager for so long as the Manager is entitled to appoint one or more directors to the Board of Directors pursuant to the terms of this Agreement), and the proposal of other business to be considered by the Members, Members may be made at an annual meeting of Members (Ai) pursuant to the Company’s notice of meeting delivered pursuant to Section 9.5meeting, (Bii) by or at the direction of the Board of Directors or (Ciii) by any Member who was a Member of record both at the time of giving of notice by the Member as provided for in this Section 9.11(a) and at the time of the Company annual meeting, who is entitled to vote at the meeting, meeting and who complies has complied with the notice procedures set forth in clauses (ii) and (iii) of this Section 9.8(a9.11(a). In addition to any other applicable requirements, for a nomination for election of a director to be made by a Member (other than any Appointed Director, who shall be appointed by the Manager for so long as the Manager is entitled to appoint one or more directors to the Board of Directors pursuant to the terms of this Agreement) or for business to be properly brought before an annual meeting by a Member, such Member must (A) be a Member of record on both (1) the date of the delivery of such nomination or the date of the giving of the notice provided for in this Section 9.8(a) and (2) the record date for the determination of Members entitled to vote at such annual meeting, and (B) have given timely notice thereof in proper written form in accordance with the requirements of this Section 9.8(a) to the Secretary. (ii2) For nominations or other business to be properly brought before an annual meeting of Members by a Member pursuant to clause (iii) of paragraph (a)(1) of this Section 9.8(a)(i)(C)9.11, the Member must have given timely notice thereof in writing to the Secretary of the Company and, in the case of business other than nominations, and such other business must otherwise be a proper matter for Member actionaction by the Members. Except to the extent otherwise required by applicable law, to To be timely, a Member’s notice shall set forth all information required under this Section 9.11 and shall be delivered to the Secretary at the principal executive offices office of the Company not less earlier than one hundred and twenty (120) days the 150th day nor more later than one hundred and fifty (150) days 5:00 p.m., Eastern Time on the 120th day prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting; provided, however, that, that in the event that the date of the annual meeting is advanced or delayed by more than thirty (30) 30 days before or more than seventy (70) days after such from the first anniversary dateof the date of the preceding year’s annual meeting, notice by a the Member to be timely must be so delivered not earlier than the close of business on the one hundred twentieth (120th) 150th day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Company. In the case of the first annual meeting of Members, a Member’s notice shall be timely if it is delivered to the Secretary at the principal executive offices of the Company not earlier than the one hundred and twentieth (120th) day prior to such annual meeting and not later than the close of business 5:00 p.m., Eastern Time on the later of the ninetieth (90th) 120th day prior to the date of such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made. In no event shall the The public announcement of a postponement or an adjournment or postponement of an annual meeting shall not commence a new time period for the giving of a Member’s notice as described in this Section 9.8(a)above. Subject to Section 9.8(a)(i), such Such Member’s notice shall set forth: forth (Ai) as to each individual whom the Member proposes to nominate for election or reelection as a directorDirector, (A) the name, age, business address and residence address of such individual, (B) the class, series and number of any Shares that are beneficially owned by such individual, (C) the date such Shares were acquired and the investment intent of such acquisition and (D) all other information relating to such individual that is required to be disclosed in solicitations of proxies for election of directors Directors in an election contestcontest (even if an election contest is not involved), or is otherwise required, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act, Act and the rules thereunder (including such individual’s written consent to being named in the proxy statement as a nominee and to serving as a director Director if elected); (Bii) as to any other business that the Member proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration)such business, the reasons for conducting proposing such business at the meeting and any material interest in such business of such Member and any Member Associated Person (as defined below), individually or in the Beneficial Owner or holder of Trust Sharesaggregate, if any, on whose behalf including any anticipated benefit to the proposal is madeMember and the Member Associated Person therefrom; and (Ciii) as to the Member giving the notice and any Member Associated Person, the Beneficial Ownerclass, series and number of all Shares which are owned by such Member and by such Member Associated Person, if any, on whose behalf and the nomination nominee holder for, and number of, Shares owned beneficially but not of record by such Member and by any such Member Associated Person; (iv) as to the Member giving the notice and any Member Associated Person covered by clauses (ii) or proposal is made(iii) of this paragraph (2) of this Section 9.11(a), (1) the name and address of such Member Member, as they appear on the Company’s books Register and current name and address, if different, and of such Beneficial Owner, Member Associated Person; and (2v) to the number of, and evidence of such number of, LLC Interests which are owned beneficially and of record extent known by such Member and such Beneficial Owner, (3) a representation that the Member intends to appear in person giving the notice, the name and address of any other Member supporting the nominee for election or by proxy at the meeting to propose such business or nomination, and (4) reelection as a representation whether the Member Director or the Beneficial Owner, if any, intends or is part proposal of a group which intends (i) to deliver a proxy statement and/or form other business on the date of proxy to holders of at least the percentage of the LLC Interests required to approve or adopt the proposal or elect the nominee and/or (ii) otherwise to solicit proxies from Members in support of such proposal or nomination. The foregoing notice requirements shall be deemed satisfied by a Member if the Member has notified the Company of the Member’s intention to present a proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act and such Member’s proposal has been included in a proxy statement that has been prepared by the Company to solicit proxies for such annual meeting. The Company may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Company or on any committee of the Board of Directorsnotice. (iii3) Notwithstanding anything in the second sentence of clause this subsection (iia) of this Section 9.8(a) 9.11 to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased increases the number of Directors in accordance with Section 6.4 of this Agreement, and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the Company such action at least one hundred (100) 130 days prior to the first anniversary of the date of mailing of the notice of the preceding year’s annual meeting, a Member’s notice required by this Section 9.8 9.11(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices office of the Company not later than the close of business 5:00 p.m., Eastern Time on the tenth (10th) day following the day on which such public announcement is first made by the Company. (4) For purposes of this Section 9.11, “Member Associated Person” of any Member shall mean (i) any person controlling, directly or indirectly, or acting in concert with, such Member, (ii) any Owner of Shares owned of record or beneficially by such Member and (iii) any person controlling, controlled by or under common control with such Member Associated Person.

Annual Meetings of Members. (i) Except in the case of the Initial Board, nominations Nominations of individuals for election to the Board of Directors by a Member (other than any Appointed Director, who shall be appointed by the Manager for so long as the Manager is entitled to appoint one or more directors to the Board of Directors pursuant to the terms of this Agreement), and the proposal of other business to be considered by the Members, Members may be made at an annual meeting of Members (Ai) pursuant to the Company’s notice of meeting delivered pursuant to Section 9.5meeting, (Bii) by or at the direction of the Board of Directors or (Ciii) by any Member who was a Member of record both at the time of giving of notice by the Member as provided for in this Section 11.10(a) and at the time of the Company annual meeting, who is entitled to vote at the meeting, meeting and who complies has complied with the notice procedures set forth in clauses (ii) and (iii) of this Section 9.8(a11.10(a). In addition to any other applicable requirements, for a nomination for election of a director to be made by a Member (other than any Appointed Director, who shall be appointed by the Manager for so long as the Manager is entitled to appoint one or more directors to the Board of Directors pursuant to the terms of this Agreement) or for business to be properly brought before an annual meeting by a Member, such Member must (A) be a Member of record on both (1) the date of the delivery of such nomination or the date of the giving of the notice provided for in this Section 9.8(a) and (2) the record date for the determination of Members entitled to vote at such annual meeting, and (B) have given timely notice thereof in proper written form in accordance with the requirements of this Section 9.8(a) to the Secretary. (ii) For nominations or other business to be properly brought before an annual meeting of Members by a Member pursuant to clause (iii) of paragraph (a)(1) of this Section 9.8(a)(i)(C)11.10, the Member must have given timely notice thereof in writing to the Secretary of the Company and, in the case of business other than nominations, and such other business must otherwise be a proper matter for Member actionaction by the Members. Except to the extent otherwise required by applicable law, to To be timely, a Member’s notice shall set forth all information required under this Section 11.10 and shall be delivered to the Secretary at the principal executive offices office of the Company not less earlier than one hundred and twenty (120) days the 150th day nor more later than one hundred and fifty (150) days 5:00 p.m., Eastern Time on the 120th day prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting; provided, however, that, that in the event that the date of the annual meeting is advanced or delayed by more than thirty (30) days before or more than seventy (70) days after such from the first anniversary dateof the date of the preceding year’s annual meeting, notice by a the Member to be timely must be so delivered not earlier than the close of business on the one hundred twentieth (120th) 150th day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Company. In the case of the first annual meeting of Members, a Member’s notice shall be timely if it is delivered to the Secretary at the principal executive offices of the Company not earlier than the one hundred and twentieth (120th) day prior to such annual meeting and not later than the close of business 5:00 p.m., Eastern Time on the later of the ninetieth (90th) 120th day prior to the date of such annual meeting or the tenth (10th) 10th day following the day on which public announcement of the date of such meeting is first made. In no event shall the The public announcement of a postponement or an adjournment or postponement of an annual meeting shall not commence a new time period for the giving of a Member’s notice as described in this Section 9.8(a)above. Subject to Section 9.8(a)(i), such Such Member’s notice shall set forth: forth (Ai) as to each individual whom the Member proposes to nominate for election or reelection as a directorDirector, (A) the name, age, business address and residence address of such individual, (B) the class, series and number of any Shares that are beneficially owned by such individual, (C) the date such Shares were acquired and the investment intent of such acquisition and (D) all other information relating to such individual that is required to be disclosed in solicitations of proxies for election of directors Directors in an election contestcontest (even if an election contest is not involved), or is otherwise required, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act, Act and the rules thereunder (including such individual’s written consent to being named in the proxy statement as a nominee and to serving as a director Director if elected); (Bii) as to any other business that the Member proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration)such business, the reasons for conducting proposing such business at the meeting and any material interest in such business of such Member and any Member Associated Person (as defined below), individually or in the Beneficial Owner or holder of Trust Sharesaggregate, if any, on whose behalf including any anticipated benefit to the proposal is madeMember and the Member Associated Person therefrom; and (Ciii) as to the Member giving the notice and any Member Associated Person, the Beneficial Ownerclass, series and number of all Shares which are owned by such Member and by such Member Associated Person, if any, on whose behalf and the nomination nominee holder for, and number of, Shares owned beneficially but not of record by such Member and by any such Member Associated Person; (iv) as to the Member giving the notice and any Member Associated Person covered by clauses (ii) or proposal is made(iii) of this paragraph (2) of this Section 11.10(a), (1) the name and address of such Member Member, as they appear on the Company’s books Membership List and current name and address, if different, and of such Beneficial Owner, Member Associated Person; and (2v) to the number of, and evidence of such number of, LLC Interests which are owned beneficially and of record extent known by such Member and such Beneficial Owner, (3) a representation that the Member intends to appear in person giving the notice, the name and address of any other Member supporting the nominee for election or by proxy at the meeting to propose such business or nomination, and (4) reelection as a representation whether the Member Director or the Beneficial Owner, if any, intends or is part proposal of a group which intends (i) to deliver a proxy statement and/or form other business on the date of proxy to holders of at least the percentage of the LLC Interests required to approve or adopt the proposal or elect the nominee and/or (ii) otherwise to solicit proxies from Members in support of such proposal or nomination. The foregoing notice requirements shall be deemed satisfied by a Member if the Member has notified the Company of the Member’s intention to present a proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act and such Member’s proposal has been included in a proxy statement that has been prepared by the Company to solicit proxies for such annual meeting. The Company may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Company or on any committee of the Board of Directorsnotice. (iii) Notwithstanding anything For purposes of this Section 11.10, “Member Associated Person” of any Member shall mean (i) any person controlling, directly or indirectly, or acting in the second sentence of clause concert with, such Member, (ii) any Owner of this Section 9.8(a) to the contrary, in the event that the number Shares owned of directors to be elected to the Board of Directors is increased and there is no public announcement naming all of the nominees for director record or specifying the size of the increased Board of Directors made by the Company at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a Member’s notice required by this Section 9.8 shall also be considered timely, but only with respect to nominees for any new positions created beneficially by such increaseMember and (iii) any person controlling, if it shall be delivered to the Secretary at the principal executive offices of the Company not later than the close of business on the tenth (10th) day following the day on which controlled by or under common control with such public announcement is first made by the CompanyMember Associated Person.

Annual Meetings of Members. (i1) Except in the case of the Initial Board, nominations Nominations of individuals for election to the Board of Directors by a Member (other than any Appointed Director, who shall be appointed by the Manager for so long as the Manager is entitled to appoint one or more directors to the Board of Directors pursuant to the terms of this Agreement), and the proposal of other business to be considered by the Members, Members may be made at an annual meeting of Members (Ai) pursuant to the Company’s notice of meeting delivered pursuant to Section 9.5meeting, (Bii) by or at the direction of the Board of Directors or (Ciii) by any Member who was a Member of record both at the time of giving of notice by the Member as provided for in this Section 12.10(a) and at the time of the Company annual meeting, who is entitled to vote at the meeting, meeting and who complies has complied with the notice procedures set forth in clauses (ii) and (iii) of this Section 9.8(a12.10(a). In addition to any other applicable requirements, for a nomination for election of a director to be made by a Member (other than any Appointed Director, who shall be appointed by the Manager for so long as the Manager is entitled to appoint one or more directors to the Board of Directors pursuant to the terms of this Agreement) or for business to be properly brought before an annual meeting by a Member, such Member must (A) be a Member of record on both (1) the date of the delivery of such nomination or the date of the giving of the notice provided for in this Section 9.8(a) and (2) the record date for the determination of Members entitled to vote at such annual meeting, and (B) have given timely notice thereof in proper written form in accordance with the requirements of this Section 9.8(a) to the Secretary. (ii2) For nominations or other business to be properly brought before an annual meeting of Members by a Member pursuant to clause (iii) of paragraph (a)(1) of this Section 9.8(a)(i)(C)12.10, the Member must have given timely notice thereof in writing to the Secretary of the Company and, in the case of business other than nominations, and such other business must otherwise be a proper matter for Member actionaction by the Members. Except to the extent otherwise required by applicable law, to To be timely, a Member’s notice shall set forth all information required under this Section 12.10 and shall be delivered to the Secretary at the principal executive offices office of the Company not less earlier than one hundred and twenty (120) days the 150th day nor more later than one hundred and fifty (150) days 5:00 p.m., Eastern Time on the 120th day prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting; provided, however, that, that in the event that the date of the annual meeting is advanced or delayed by more than thirty (30) 30 days before or more than seventy (70) days after such from the first anniversary dateof the date of the preceding year’s annual meeting, notice by a the Member to be timely must be so delivered not earlier than the close of business on the one hundred twentieth (120th) 150th day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Company. In the case of the first annual meeting of Members, a Member’s notice shall be timely if it is delivered to the Secretary at the principal executive offices of the Company not earlier than the one hundred and twentieth (120th) day prior to such annual meeting and not later than the close of business 5:00 p.m., Eastern Time on the later of the ninetieth (90th) 120th day prior to the date of such annual meeting or the tenth (10th) 10th day following the day on which public announcement of the date of such meeting is first made. In no event shall the The public announcement of a postponement or an adjournment or postponement of an annual meeting shall not commence a new time period for the giving of a Member’s notice as described in this Section 9.8(a)above. Subject to Section 9.8(a)(i), such Such Member’s notice shall set forth: forth (Ai) as to each individual whom the Member proposes to nominate for election or reelection as a directorDirector, (A) the name, age, business address and residence address of such individual, (B) the class, series and number of any Shares that are beneficially owned by such individual, (C) the date such Shares were acquired and the investment intent of such acquisition and (D) all other information relating to such individual that is required to be disclosed in solicitations of proxies for election of directors Directors in an election contestcontest (even if an election contest is not involved), or is otherwise required, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act, Act and the rules thereunder (including such individual’s written consent to being named in the proxy statement as a nominee and to serving as a director Director if elected); (Bii) as to any other business that the Member proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration)such business, the reasons for conducting proposing such business at the meeting and any material interest in such business of such Member and any Member Associated Person (as defined below), individually or in the Beneficial Owner or holder of Trust Sharesaggregate, if any, on whose behalf including any anticipated benefit to the proposal is madeMember and the Member Associated Person therefrom; and (Ciii) as to the Member giving the notice and any Member Associated Person, the Beneficial Ownerclass, series and number of all Shares which are owned by such Member and by such Member Associated Person, if any, on whose behalf and the nomination nominee holder for, and number of, Shares owned beneficially but not of record by such Member and by any such Member Associated Person; (iv) as to the Member giving the notice and any Member Associated Person covered by clauses (ii) or proposal is made(iii) of this paragraph (2) of this Section 12.10(a), (1) the name and address of such Member Member, as they appear on the Company’s books Membership List and current name and address, if different, and of such Beneficial OwnerMember Associated Person; and (v) to the extent known by the Member giving the notice, the name and address of any other Member supporting the nominee for election or reelection as a Director or the proposal of other business on the date of such Member’s notice. (3) For purposes of this Section 12.10, “Member Associated Person” of any Member shall mean (i) any person controlling, directly or indirectly, or acting in concert with, such Member, (2ii) the number of, and evidence any Owner of such number of, LLC Interests which are Shares owned beneficially and of record or beneficially by such Member and such Beneficial Owner, (3) a representation that the Member intends to appear in person or by proxy at the meeting to propose such business or nomination, and (4) a representation whether the Member or the Beneficial Owner, if any, intends or is part of a group which intends (i) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the LLC Interests required to approve or adopt the proposal or elect the nominee and/or (ii) otherwise to solicit proxies from Members in support of such proposal or nomination. The foregoing notice requirements shall be deemed satisfied by a Member if the Member has notified the Company of the Member’s intention to present a proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act and such Member’s proposal has been included in a proxy statement that has been prepared by the Company to solicit proxies for such annual meeting. The Company may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Company or on any committee of the Board of Directors. (iii) Notwithstanding anything in the second sentence of clause (ii) of this Section 9.8(a) to the contraryany person controlling, in the event that the number of directors to be elected to the Board of Directors is increased and there is no public announcement naming all of the nominees for director controlled by or specifying the size of the increased Board of Directors made by the Company at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a Member’s notice required by this Section 9.8 shall also be considered timely, but only under common control with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Company not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the CompanyMember Associated Person.

Annual Meetings of Members. (i) Except in the case of the Initial Board, nominations of individuals for election to the Board of Directors by a Member (other than any Appointed Director, who shall be appointed by the Manager Allocation Member for so long as the Manager Allocation Member is entitled to appoint one or more directors to the Board of Directors pursuant to the terms of this Agreement), ) and the proposal of business to be considered by the Members, may be made at an annual meeting of Members (A) pursuant to the Company’s notice of meeting delivered pursuant to Section 9.5, (B) by or at the direction of the Board of Directors or (C) by any Member of the Company who is entitled to vote at the meeting, who complies with the notice procedures set forth in clauses (ii) and (iii) of this Section 9.8(a). In addition to any other applicable requirements, for a nomination for election of a director to be made by a Member (other than any Appointed Director, who shall be appointed by the Manager Allocation Member for so long as the Manager Allocation Member is entitled to appoint one or more directors to the Board of Directors pursuant to the terms of this Agreement) or for business to be properly brought before an annual meeting by a Member, such Member must (A) be a Member of record on both (1) the date of the delivery of such nomination or the date of the giving of the notice provided for in this Section 9.8(a) and (2) the record date for the determination of Members entitled to vote at such annual meeting, and (B) have given timely notice thereof in proper written form in accordance with the requirements of this Section 9.8(a) to the Secretary. (ii) For nominations or other business to be properly brought before an annual meeting by a Member pursuant to Section 9.8(a)(i)(C), the Member must have given timely notice thereof in writing to the Secretary of the Company and, in the case of business other than nominations, such other business must otherwise be a proper matter for Member actionaction under this Agreement and the Act. Except to the extent otherwise required by applicable law, to be timely, a Member’s notice shall be delivered to the Secretary at the principal executive offices of the Company not less than one hundred and twenty (120) days nor more than one hundred and fifty (150) days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that, in the event that the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by a Member must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Company. In the case of the first annual meeting of Members, a Member’s notice shall be timely if it is delivered to the Secretary at the principal executive offices of the Company not earlier than the one hundred and twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made. In no event shall the public announcement or an adjournment or postponement of an annual meeting commence a new time period for the giving of a Member’s notice as described in this Section 9.8(a). Subject to Section 9.8(a)(i), such Member’s notice shall set forth: (A) as to each individual whom the Member proposes to nominate for election or reelection as a director, all information relating to such individual that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, pursuant to Regulation 14A under the Exchange Act, including such individual’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (B) as to any other business that the Member proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration), the reasons for conducting such business at the meeting and any material interest in such business of such Member and the Beneficial Owner or holder of Trust Commons Shares, if any, on whose behalf the proposal is made; and (C) as to the Member giving the notice and the Beneficial Owner, if any, on whose behalf the nomination or proposal is made, (1) the name and address of such Member as they appear on the Company’s books and of such Beneficial Owner, (2) the number of, and evidence of such number of, LLC Interests Shares which are owned beneficially and of record by such Member and such Beneficial Owner, (3) a representation that the Member intends to appear in person or by proxy at the meeting to propose such business or nomination, and (4) a representation whether the Member or the Beneficial Owner, if any, intends or is part of a group which intends (i) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the LLC Interests Shares required to approve or adopt the proposal or elect the nominee and/or (ii) otherwise to solicit proxies from Members in support of such proposal or nomination. The foregoing notice requirements shall be deemed satisfied by a Member if the Member has notified the Company of the Member’s intention to present a proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act and such Member’s proposal has been included in a proxy statement that has been prepared by the Company to solicit proxies for such annual meeting. The Company may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Company or on any committee of the Board of Directors. (iii) Notwithstanding anything in the second sentence of clause (ii) of this Section 9.8(a) to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the Company at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a Member’s notice required by this Section 9.8 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Company not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Company.

Annual Meetings of Members. (i1) Except in the case of the Initial Board, nominations Nominations of individuals for election to the Board of Directors by a Member (other than any Appointed Director, who shall be appointed by the Manager for so long as the Manager is entitled to appoint one or more directors to the Board of Directors pursuant to the terms of this Agreement), and the proposal of other business to be considered by the Members, Members may be made at an annual meeting of Members (Ai) pursuant to the Company’s notice of meeting delivered pursuant to Section 9.5meeting, (Bii) by or at the direction of the Board of Directors or (Ciii) by any Member who was a Member of record both at the time of giving of notice by the Member as provided for in this Section 12.10(a) and at the time of the Company annual meeting, who is entitled to vote at the meeting, meeting and who complies has complied with the notice procedures set forth in clauses (ii) and (iii) of this Section 9.8(a12.10(a). In addition to any other applicable requirements, for a nomination for election of a director to be made by a Member (other than any Appointed Director, who shall be appointed by the Manager for so long as the Manager is entitled to appoint one or more directors to the Board of Directors pursuant to the terms of this Agreement) or for business to be properly brought before an annual meeting by a Member, such Member must (A) be a Member of record on both (1) the date of the delivery of such nomination or the date of the giving of the notice provided for in this Section 9.8(a) and (2) the record date for the determination of Members entitled to vote at such annual meeting, and (B) have given timely notice thereof in proper written form in accordance with the requirements of this Section 9.8(a) to the Secretary. (ii2) For nominations or other business to be properly brought before an annual meeting of Members by a Member pursuant to clause (iii) of paragraph (a)(1) of this Section 9.8(a)(i)(C)12.10, the Member must have given timely notice thereof in writing to the Secretary of the Company and, in the case of business other than nominations, and such other business must otherwise be a proper matter for Member actionaction by the Members. Except to the extent otherwise required by applicable law, to To be timely, a Member’s notice shall set forth all information required under this Section 12.10 and shall be delivered to the Secretary at the principal executive offices office of the Company not less earlier than one hundred and twenty (120) days the 150th day nor more later than one hundred and fifty (150) days 5:00 p.m., Eastern Time on the 120th day prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting; provided, however, that, that in the event that the date of the annual meeting is advanced or delayed by more than thirty (30) 30 days before or more than seventy (70) days after such from the first anniversary dateof the date of the preceding year’s annual meeting, notice by a the Member to be timely must be so delivered not earlier than the close of business on the one hundred twentieth (120th) 150th day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Company. In the case of the first annual meeting of Members, a Member’s notice shall be timely if it is delivered to the Secretary at the principal executive offices of the Company not earlier than the one hundred and twentieth (120th) day prior to such annual meeting and not later than the close of business 5:00 p.m., Eastern Time on the later of the ninetieth (90th) 120th day prior to the date of such annual meeting or the tenth (10th) 10th day following the day on which public announcement of the date of such meeting is first made. In no event shall the The public announcement of a postponement or an adjournment or postponement of an annual meeting shall not commence a new time period for the giving of a Member’s notice as described in this Section 9.8(a)above. Subject to Section 9.8(a)(i), such Such Member’s notice shall set forth: forth (Ai) as to each individual whom the Member proposes to nominate for election or reelection as a directorDirector, (A) the name, age, business address and residence address of such individual, (B) the class, series and number of any Shares that are beneficially owned by such individual, (C) the date such Shares were acquired and the investment intent of such acquisition and (D) all other information relating to such individual that is required to be disclosed in solicitations of proxies for election of directors Directors in an election contestcontest (even if an election contest is not involved), or is otherwise required, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act, Act and the rules thereunder (including such individual’s written consent to being named in the proxy statement as a nominee and to serving as a director Director if elected); (Bii) as to any other business that the Member proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration)such business, the reasons for conducting proposing such business at the meeting and any material interest in such business of such Member and any Member Associated Person (as defined below), individually or in the Beneficial Owner or holder of Trust Sharesaggregate, if any, on whose behalf including any anticipated benefit to the proposal is madeMember and the Member Associated Person therefrom; and (Ciii) as to the Member giving the notice and any Member Associated Person, the Beneficial Ownerclass, series and number of all Shares which are owned by such Member and by such Member Associated Person, if any, on whose behalf and the nomination or proposal is madenominee holder for, (1) the name and address of such Member as they appear on the Company’s books and of such Beneficial Owner, (2) the number of, and evidence of such number of, LLC Interests which are Shares owned beneficially and but not of record by such Member and by any such Beneficial Owner, (3) a representation that the Member intends to appear in person or by proxy at the meeting to propose such business or nomination, and (4) a representation whether the Member or the Beneficial Owner, if any, intends or is part of a group which intends (i) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the LLC Interests required to approve or adopt the proposal or elect the nominee and/or (ii) otherwise to solicit proxies from Members in support of such proposal or nomination. The foregoing notice requirements shall be deemed satisfied by a Member if the Member has notified the Company of the Member’s intention to present a proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act and such Member’s proposal has been included in a proxy statement that has been prepared by the Company to solicit proxies for such annual meeting. The Company may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Company or on any committee of the Board of Directors. (iii) Notwithstanding anything in the second sentence of clause (ii) of this Section 9.8(a) to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the Company at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a Member’s notice required by this Section 9.8 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Company not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Company.Associated Person;

Annual Meetings of Members. (i) Except in the case of the Initial Board, nominations Nominations of individuals for election to the Board of Directors by a Member (other than any Appointed Director, who shall be appointed by the Manager for so long as the Manager is entitled to appoint one or more directors to the Board of Directors pursuant to the terms of this Agreement), and the proposal of other business to be considered by the Members, Members may be made at an annual meeting of Members (Ai) pursuant to the Company’s 's notice of meeting delivered pursuant to Section 9.5meeting, (Bii) by or at the direction of the Board of Directors or (Ciii) by any Member who was a Member of record both at the time of giving of notice by the Member as provided for in this Section 11.10(a) and at the time of the Company annual meeting, who is entitled to vote at the meeting, meeting and who complies has complied with the notice procedures set forth in clauses (ii) and (iii) of this Section 9.8(a11.10(a). In addition to any other applicable requirements, for a nomination for election of a director to be made by a Member (other than any Appointed Director, who shall be appointed by the Manager for so long as the Manager is entitled to appoint one or more directors to the Board of Directors pursuant to the terms of this Agreement) or for business to be properly brought before an annual meeting by a Member, such Member must (A) be a Member of record on both (1) the date of the delivery of such nomination or the date of the giving of the notice provided for in this Section 9.8(a) and (2) the record date for the determination of Members entitled to vote at such annual meeting, and (B) have given timely notice thereof in proper written form in accordance with the requirements of this Section 9.8(a) to the Secretary. (ii) For nominations or other business to be properly brought before an annual meeting of Members by a Member pursuant to clause (iii) of paragraph (a)(1) of this Section 9.8(a)(i)(C)11.10, the Member must have given timely notice thereof in writing to the Secretary of the Company and, in the case of business other than nominations, and such other business must otherwise be a proper matter for Member actionaction by the Members. Except to the extent otherwise required by applicable law, to To be timely, a Member’s 's notice shall set forth all information required under this Section 11.10 and shall be delivered to the Secretary at the principal executive offices office of the Company not less earlier than one hundred and twenty (120) days the 150th day nor more later than one hundred and fifty (150) days 5:00 p.m., Eastern Time on the 120th day prior to the first anniversary of the date of mailing of the notice for the preceding year’s 's annual meeting; provided, however, that, that in the event that the date of the annual meeting is advanced or delayed by more than thirty (30) days before or more than seventy (70) days after such from the first anniversary dateof the date of the preceding year's annual meeting, notice by a the Member to be timely must be so delivered not earlier than the close of business on the one hundred twentieth (120th) 150th day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Company. In the case of the first annual meeting of Members, a Member’s notice shall be timely if it is delivered to the Secretary at the principal executive offices of the Company not earlier than the one hundred and twentieth (120th) day prior to such annual meeting and not later than the close of business 5:00 p.m., Eastern Time on the later of the ninetieth (90th) 120th day prior to the date of such annual meeting or the tenth (10th) 10th day following the day on which public announcement of the date of such meeting is first made. In no event shall the The public announcement of a postponement or an adjournment or postponement of an annual meeting shall not commence a new time period for the giving of a Member’s 's notice as described in this Section 9.8(a)above. Subject to Section 9.8(a)(i), such Such Member’s 's notice shall set forth: forth (Ai) as to each individual whom the Member proposes to nominate for election or reelection as a directorDirector, (A) the name, age, business address and residence address of such individual, (B) the class, series and number of any Shares that are beneficially owned by such individual, (C) the date such Shares were acquired and the investment intent of such acquisition and (D) all other information relating to such individual that is required to be disclosed in solicitations of proxies for election of directors Directors in an election contestcontest (even if an election contest is not involved), or is otherwise required, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act, Act and the rules thereunder (including such individual’s 's written consent to being named in the proxy statement as a nominee and to serving as a director Director if elected); (Bii) as to any other business that the Member proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration)such business, the reasons for conducting proposing such business at the meeting and any material interest in such business of such Member and any Member Associated Person (as defined below), individually or in the Beneficial Owner or holder of Trust Sharesaggregate, if any, on whose behalf including any anticipated benefit to the proposal is madeMember and the Member Associated Person therefrom; and (Ciii) as to the Member giving the notice and any Member Associated Person, the Beneficial Ownerclass, series and number of all Shares which are owned by such Member and by such Member Associated Person, if any, on whose behalf and the nomination nominee holder for, and number of, Sxxxxx owned beneficially but not of record by such Member and by any such Member Associated Person; (iv) as to the Member giving the notice and any Member Associated Person covered by clauses (ii) or proposal is made(iii) of this paragraph (2) of this Section 11.10(a), (1) the name and address of such Member Member, as they appear on the Company’s books Membership List and current name and address, if different, and of such Beneficial OwnerMember Associated Person; and (v) to the extent known by the Member giving the notice, (2) the number of, name and evidence address of any other Member supporting the nominee for election or reelection as a Director or the proposal of other business on the date of such number of, LLC Interests which are owned beneficially and of record by such Member and such Beneficial Owner, (3) a representation that the Member intends to appear in person or by proxy at the meeting to propose such business or nomination, and (4) a representation whether the Member or the Beneficial Owner, if any, intends or is part of a group which intends (i) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the LLC Interests required to approve or adopt the proposal or elect the nominee and/or (ii) otherwise to solicit proxies from Members in support of such proposal or nomination. The foregoing notice requirements shall be deemed satisfied by a Member if the Member has notified the Company of the Member’s intention to present a proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act and such Member’s proposal has been included in a proxy statement that has been prepared by the Company to solicit proxies for such annual meeting. The Company may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Company or on any committee of the Board of Directors's notice. (iii) Notwithstanding anything For purposes of this Section 11.10, “Member Associated Person” of any Member shall mean (i) any person controlling, directly or indirectly, or acting in the second sentence of clause concert with, such Member, (ii) any Owner of this Section 9.8(a) to the contrary, in the event that the number Shares owned of directors to be elected to the Board of Directors is increased and there is no public announcement naming all of the nominees for director record or specifying the size of the increased Board of Directors made by the Company at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a Member’s notice required by this Section 9.8 shall also be considered timely, but only with respect to nominees for any new positions created beneficially by such increaseMember and (iii) any person controlling, if it shall be delivered to the Secretary at the principal executive offices of the Company not later than the close of business on the tenth (10th) day following the day on which controlled by or under common control with such public announcement is first made by the CompanyMember Associated Person.

Annual Meetings of Members. (i) Except in the case of the Initial Board, nominations of individuals for election to the Board of Directors by a Member (of the Company, other than any Appointed Directorthe Chairman, who shall be appointed by the Manager for so long as the Manager is entitled to appoint one or more directors to the director of the Board of Directors to serve as Chairman pursuant to the terms of this the Management Services Agreement), and the proposal of business to be considered by the Members, Members may be made at an annual meeting of Members (A) pursuant to the Company’s 's notice of meeting delivered pursuant to Section 9.59.5 of this Agreement, (B) by or at the direction of the Board of Directors or (C) by any Member of the Company who is entitled to vote at the meeting, who complies complied with the notice procedures set forth in clauses (ii) and (iii) of this Section 9.8(a). In addition to any other applicable requirements, for a nomination for election of a director to be made by a Member (other than any Appointed Director, ) and who shall be appointed by the Manager for so long as the Manager is entitled to appoint one or more directors to the Board of Directors pursuant to the terms of this Agreement) or for business to be properly brought before an annual meeting by a Member, such Member must (A) be was a Member of record on both (1) at the date time such notice is delivered to the Secretary of the delivery of such nomination or the date of the giving of the notice provided for in this Section 9.8(a) and (2) the record date for the determination of Members entitled to vote at such annual meeting, and (B) have given timely notice thereof in proper written form in accordance with the requirements of this Section 9.8(a) to the SecretaryCompany. (ii) For nominations or other business to be properly brought before an annual meeting by a Member pursuant to clause (C) of paragraph (a)(i) of this Section 9.8(a)(i)(C)9.8, the Member must have given timely notice thereof in writing to the Secretary of the Company and, in the case of business other than nominations, such other business must otherwise be a proper matter for Member action. Except to the extent otherwise required by applicable law, to To be timely, a Member’s 's notice shall be delivered to the Secretary at the principal executive offices of the Company not less than one hundred and twenty ninety (12090) days nor more than one hundred and fifty twenty (150120) days prior to the first anniversary of the preceding year’s 's annual meeting; provided, however, that, in the event that the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by a Member must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Company. In the case of the first annual meeting of MembersMembers of the Company, a Member’s 's notice shall be timely if it is delivered to the Secretary at the principal executive offices of the Company not more than ninety (90) days following the end of the Company's first Fiscal Year; and provided further that, in the event that the date of the annual meeting is advanced by more than thirty (30) days or delayed by more than ninety (90) days from such anniversary date, notice by the Member to be timely must be so delivered not earlier than the one hundred and twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made. In no event shall the public announcement or an adjournment or postponement of an annual meeting commence a new time period for the giving of a Member’s 's notice as described in this Section 9.8(a). Subject to Section 9.8(a)(i), such Member’s 's notice shall set forth: (A) as to each individual whom the Member proposes to nominate for election or reelection as a director, all information relating to such individual that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, pursuant to in Regulation 14A under the Exchange Act, including such individual’s 's written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (B) as to any other business that the Member proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration), the reasons for conducting such business at the meeting and any material interest in such business of such Member and the Beneficial Owner beneficial owner or holder of Shares of Trust SharesStock, if any, on whose behalf the proposal is made; and (C) as to the Member giving the notice and the Beneficial Ownerbeneficial owner, if any, on whose behalf the nomination or proposal is made, made (1) the name and address of such Member as they appear on the Company’s 's books and of such Beneficial Owner, beneficial owner and (2) the number of, and evidence of such number of, LLC Interests of the Company which are owned beneficially and of record by such Member and such Beneficial Owner, (3) a representation that the Member intends to appear in person or by proxy at the meeting to propose such business or nomination, and (4) a representation whether the Member or the Beneficial Owner, if any, intends or is part of a group which intends (i) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the LLC Interests required to approve or adopt the proposal or elect the nominee and/or (ii) otherwise to solicit proxies from Members in support of such proposal or nomination. The foregoing notice requirements shall be deemed satisfied by a Member if the Member has notified the Company of the Member’s intention to present a proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act and such Member’s proposal has been included in a proxy statement that has been prepared by the Company to solicit proxies for such annual meeting. The Company may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Company or on any committee of the Board of Directorsbeneficial owner. (iii) Notwithstanding anything in the second sentence of clause (ii) of this Section 9.8(a) to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Company is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the Company at least one hundred (100) days prior to the first anniversary of the preceding year’s 's annual meeting, a Member’s 's notice required by this Section 9.8 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Company not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Company.

Annual Meetings of Members. (i) Except in the case of the Initial Board, nominations Nominations of individuals for election to the Board of Directors by a Member (other than any Appointed Director, who shall be appointed by the Manager Allocation Member for so long as the Manager Allocation Member is entitled to appoint one or more directors to the Board of Directors pursuant to the terms of this Agreement), and the proposal of business to be considered by the Members at an annual meeting of Members, may be made at an annual meeting of Members (A) pursuant to the Company’s notice of meeting delivered pursuant to Section 9.5, (B) by or at the direction of the Board of Directors or (C) by any Member of the Company who is entitled to vote at the meeting, who complies with the notice procedures set forth in clauses clause (ii) and (iii) of this Section 9.8(a). In addition to any other applicable requirements, for a nomination for election of a director to be made by a Member (other than any Appointed Director, who shall be appointed by the Manager Allocation Member for so long as the Manager Allocation Member is entitled to appoint one or more directors to the Board of Directors pursuant to the terms of this Agreement) or for business to be properly brought before an annual meeting by a Member, such Member must (A) be a Member of record on both (1) the date of the delivery of such nomination or the date of the giving of the notice provided for in this Section 9.8(a) and (2) the record date for the determination of Members entitled to vote at such annual meeting, and (B) have given timely notice thereof in proper written form in accordance with the requirements of this Section 9.8(a) to the Secretary. (ii) For nominations or other business to be properly brought before an annual meeting by a Member pursuant to Section 9.8(a)(i)(C), the Member must have given timely notice thereof in writing to the Secretary of the Company and, in the case of business other than nominations, such other business must otherwise be a proper matter for Member action. Except to the extent otherwise required by applicable law, to be timely, a Member’s notice shall be delivered to the Secretary at the principal executive offices of the Company not less than one hundred and twenty (120) days nor more than one hundred and fifty (150) days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that, in the event that the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by a Member must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Company. In the case of the first annual meeting of Members, a Member’s notice shall be timely if it is delivered to the Secretary at the principal executive offices of the Company not earlier than the one hundred and twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made. In no event shall the public announcement or an adjournment or postponement of an annual meeting commence a new time period for the giving of a Member’s notice as described in this Section 9.8(a). Subject to Section 9.8(a)(i), such Member’s notice shall set forth: (A) as to each individual whom the The number of nominees a Member proposes to may nominate for election or reelection as a director, all information relating to such individual that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, pursuant to Regulation 14A under the Exchange Act, including such individual’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (B) as to any other business that the Member proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration), the reasons for conducting such business at the meeting and any material interest in such business of such Member and the Beneficial Owner or holder of Trust Shares, if any, on whose behalf the proposal is made; and (C) as to the Member giving the notice and the Beneficial Owner, if any, on whose behalf the nomination or proposal is made, (1) the name and address of such Member as they appear on the Company’s books and of such Beneficial Owner, (2) the number of, and evidence of such number of, LLC Interests which are owned beneficially and of record by such Member and such Beneficial Owner, (3) a representation that the Member intends to appear in person or by proxy at the meeting to propose such business or nomination, and (4) a representation whether the Member or the Beneficial Owner, if any, intends or is part of a group which intends (i) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the LLC Interests required to approve or adopt the proposal or elect the nominee and/or (ii) otherwise to solicit proxies from Members in support of such proposal or nomination. The foregoing notice requirements shall be deemed satisfied by a Member if the Member has notified the Company of the Member’s intention to present a proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act and such Member’s proposal has been included in a proxy statement that has been prepared by the Company to solicit proxies for such annual meeting. The Company may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Company or on any committee of the Board of Directors. (iii) Notwithstanding anything in the second sentence of clause (ii) of this Section 9.8(a) to the contrary, in the event that shall not exceed the number of directors to be elected to the Board of Directors is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the Company at least one hundred (100) days prior to the first anniversary of the preceding year’s such annual meeting, a Member’s notice required by this Section 9.8 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Company not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Company.

Annual Meetings of Members. (i) Except in the case of the Initial Board, nominations Nominations of individuals for election to the Board of Directors by a Member (other than any Appointed Director, who shall be appointed by the Manager for so long as the Manager is entitled to appoint one or more directors to the Board of Directors pursuant to the terms of this Agreement), and the proposal of other business to be considered by the Members, Members may be made at an annual meeting of Members (A) pursuant to the Company’s notice of meeting delivered pursuant to Section 9.5meeting, (B) by or at the direction of the Board of Directors or (C) by any Member who was a Member of record both at the time of giving of notice by the Member as provided for in this Section 12.10(a) and at the time of the Company annual meeting, who is entitled to vote at the meeting, meeting and who complies has complied with the notice procedures set forth in clauses (ii) and (iii) of this Section 9.8(a12.10(a). In addition to any other applicable requirements, for a nomination for election of a director to be made by a Member (other than any Appointed Director, who shall be appointed by the Manager for so long as the Manager is entitled to appoint one or more directors to the Board of Directors pursuant to the terms of this Agreement) or for business to be properly brought before an annual meeting by a Member, such Member must (A) be a Member of record on both (1) the date of the delivery of such nomination or the date of the giving of the notice provided for in this Section 9.8(a) and (2) the record date for the determination of Members entitled to vote at such annual meeting, and (B) have given timely notice thereof in proper written form in accordance with the requirements of this Section 9.8(a) to the Secretary. (ii) For nominations or other business to be properly brought before an annual meeting of Members by a Member pursuant to clause (C) of Section 9.8(a)(i)(C12.10(a)(i), the Member must have given timely notice thereof in writing to the Secretary of the Company and, in the case of business other than nominations, and such other business must otherwise be a proper matter for Member actionaction by the Members. Except to the extent otherwise required by applicable law, to To be timely, a Member’s notice shall set forth all information required under this Section 12.10 and shall be delivered to the Secretary at the principal executive offices office of the Company not less earlier than one hundred and twenty (120) days the 150th day nor more later than one hundred and fifty (150) days 5:00 p.m., Eastern Time on the 120th day prior to the first anniversary of the Date of Mailing of the Notice for the preceding year’s annual meeting; provided, however, that, that in the event that the date of the annual meeting is advanced or delayed by more than thirty (30) 30 days before or more than seventy (70) days after such from the first anniversary dateof the date of the preceding year’s annual meeting, notice by a the Member to be timely must be so delivered not earlier than the close of business on the one hundred twentieth (120th) 150th day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Company. In the case of the first annual meeting of Members, a Member’s notice shall be timely if it is delivered to the Secretary at the principal executive offices of the Company not earlier than the one hundred and twentieth (120th) day prior to such annual meeting and not later than the close of business 5:00 p.m., Eastern Time on the later of the ninetieth (90th) 120th day prior to the date of such annual meeting or the tenth (10th) 10th day following the day on which public announcement of the date of such meeting is first made. In no event shall the The public announcement of a postponement or an adjournment or postponement of an annual meeting shall not commence a new time period for the giving of a Member’s notice as described in this Section 9.8(a)above. Subject to Section 9.8(a)(i), such Such Member’s notice shall set forth: forth (A) as to each individual whom the Member proposes to nominate for election or reelection as a directorDirector, (1) the name, age, business address and residence address of such individual, (2) the Class, series and number of any Shares that are Beneficially Owned by such individual, (3) the date such Shares were acquired and the investment intent of such acquisition and (4) all other information relating to such individual that is required to be disclosed in solicitations of proxies for election of directors Directors in an election contestcontest (even if an election contest is not involved), or is otherwise required, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act, Act and the rules thereunder (including such individual’s written consent to being named in the proxy statement as a nominee and to serving as a director Director if elected); (B) as to any other business that the Member proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration)such business, the reasons for conducting proposing such business at the meeting and any material interest in such business of such Member and any Member Associated Person (as defined below), individually or in the Beneficial Owner or holder of Trust Sharesaggregate, if any, on whose behalf including any anticipated benefit to the proposal is madeMember and the Member Associated Person therefrom; and (C) as to the Member giving the notice and any Member Associated Person, the Beneficial OwnerClass, series and number of all Shares which are owned by such Member and by such Member Associated Person, if any, on whose behalf and the nomination nominee holder for, and number of, Shares owned beneficially but not of record by such Member and by any such Member Associated Person; (D) as to the Member giving the notice and any Member Associated Person covered by clauses (B) or proposal is made(C) of this Section 12.10(a)(ii), (1) the name and address of such Member Member, as they appear on the Company’s books Membership List and current name and address, if different, and of such Beneficial Owner, Member Associated Person; and (2E) to the number of, and evidence of such number of, LLC Interests which are owned beneficially and of record extent known by such Member and such Beneficial Owner, (3) a representation that the Member intends to appear in person giving the notice, the name and address of any other Member supporting the nominee for election or by proxy at the meeting to propose such business or nomination, and (4) reelection as a representation whether the Member Director or the Beneficial Owner, if any, intends or is part proposal of a group which intends (i) to deliver a proxy statement and/or form other business on the date of proxy to holders of at least the percentage of the LLC Interests required to approve or adopt the proposal or elect the nominee and/or (ii) otherwise to solicit proxies from Members in support of such proposal or nomination. The foregoing notice requirements shall be deemed satisfied by a Member if the Member has notified the Company of the Member’s intention to present a proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act and such Member’s proposal has been included in a proxy statement that has been prepared by the Company to solicit proxies for such annual meeting. The Company may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Company or on any committee of the Board of Directorsnotice. (iii) Notwithstanding anything in the second sentence of clause (ii) For purposes of this Section 9.8(a12.10, “Member Associated Person” of any Member shall mean (A) to the contraryany person controlling, directly or indirectly, or acting in the event that the number concert with, such Member, (B) any Owner of directors to be elected to the Board Shares owned of Directors is increased and there is no public announcement naming all of the nominees for director record or specifying the size of the increased Board of Directors made by the Company at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a Member’s notice required by this Section 9.8 shall also be considered timely, but only with respect to nominees for any new positions created beneficially by such increaseMember and (C) any person controlling, if it shall be delivered to the Secretary at the principal executive offices of the Company not later than the close of business on the tenth (10th) day following the day on which controlled by or under common control with such public announcement is first made by the CompanyMember Associated Person.

Annual Meetings of Members. (i) Except in the case of the Initial Board, nominations of individuals for election to the Board of Directors by a Member (of the Company, other than any Appointed Directorthe Chairman, who shall be appointed by the Manager for so long as the Manager is entitled to appoint one or more directors to a director of the Board of Directors to serve as Chairman pursuant to the terms of this the Management Services Agreement), and the proposal of business to be considered by the Members, may be made at an annual meeting of Members (A) pursuant to the Company’s 's notice of meeting delivered pursuant to Section 9.59.5 hereof, (B) by or at the direction of the Board of Directors or (C) by any Member of the Company who is entitled to vote at the meeting, who complies with the notice procedures set forth in clauses (ii) and (iii) of this Section 9.8(a). In addition to any other applicable requirements, for a nomination for election of a director to be made by a Member (other than any Appointed Director, who shall be appointed by the Manager for so long as the Manager is entitled to appoint one or more directors to the Board of Directors pursuant to the terms of this Agreement) or for business to be properly brought before an annual meeting by a Member, such Member must (A) be a Member of record on both (1) the date of the delivery of such nomination or the date of the giving of the notice provided for in this Section 9.8(a) and (2) the record date for the determination of Members entitled to vote at such annual meeting, meeting and (B) have given timely notice thereof in proper written form in accordance with the requirements of this Section 9.8(a9.8 (a) to the Secretary. (ii) For nominations or other business to be properly brought before an annual meeting by a Member pursuant to clause (C) of paragraph (a)(i) of this Section 9.8(a)(i)(C)9.8, the Member must have given timely notice thereof in writing to the Secretary of the Company and, in the case of business other than nominations, such other business must otherwise be a proper matter for Member action. Except to the extent otherwise required by applicable law, to To be timely, a Member’s 's notice shall be delivered to the Secretary at the principal executive offices of the Company not less than one hundred and twenty (120) days nor more than one hundred and fifty (150) days prior to the first anniversary of the preceding year’s 's annual meeting; provided, however, that, in the event that the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by a Member must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Company. In the case of the first annual meeting of MembersMembers of the Company, a Member’s 's notice shall be timely if it is delivered to the Secretary at the principal executive offices of the Company not earlier than the one hundred and twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made. In no event shall the public announcement or an adjournment or postponement of an annual meeting commence a new time period for the giving of a Member’s 's notice as described in this Section 9.8(a). Subject to Section 9.8(a)(i), such Member’s 's notice shall set forth: (A) as to each individual whom the Member proposes to nominate for election or reelection as a director, all information relating to such individual that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, pursuant to in Regulation 14A under the Exchange Act, including such individual’s 's written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (B) as to any other business that the Member proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration), the reasons for conducting such business at the meeting and any material interest in such business of such Member and the Beneficial Owner beneficial owner or holder of shares of Trust SharesStock, if any, on whose behalf the proposal is made; and (C) as to the Member giving the notice and the Beneficial Ownerbeneficial owner, if any, on whose behalf the nomination or proposal is made, (1) the name and address of such Member as they appear on the Company’s 's books and of such Beneficial Owner, beneficial owner and (2) the number of, and evidence of such number of, LLC Interests of the Company which are owned beneficially and of record by such Member and such Beneficial Owner, (3) a representation that the Member intends to appear in person or by proxy at the meeting to propose such business or nomination, and (4) a representation whether the Member or the Beneficial Owner, if any, intends or is part of a group which intends (i) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the LLC Interests required to approve or adopt the proposal or elect the nominee and/or (ii) otherwise to solicit proxies from Members in support of such proposal or nomination. The foregoing notice requirements shall be deemed satisfied by a Member if the Member has notified the Company of the Member’s intention to present a proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act and such Member’s proposal has been included in a proxy statement that has been prepared by the Company to solicit proxies for such annual meeting. The Company may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Company or on any committee of the Board of Directorsbeneficial owner. (iii) Notwithstanding anything in the second sentence of clause (ii) of this Section 9.8(a) to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Company is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the Company at least one hundred (100) days prior to the first anniversary of the preceding year’s 's annual meeting, a Member’s 's notice required by this Section 9.8 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Company not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Company.

Annual Meetings of Members. (i) Except in the case of the Initial Board, nominations of individuals for election to the Board of Directors by a Member (of the Company, other than any Appointed Directorthe Chairman, who shall be appointed by the Manager for so long as the Manager is entitled to appoint one or more directors to a director of the Board of Directors to serve as Chairman pursuant to the terms of this the Management Services Agreement), and the proposal of business to be considered by the Members, may be made at an annual meeting of Members (A) pursuant to the Company’s notice of meeting delivered pursuant to Section 9.59.5 hereof, (B) by or at the direction of the Board of Directors or (C) by any Member of the Company who is entitled to vote at the meeting, who complies with the notice procedures set forth in clauses (ii) and (iii) of this Section 9.8(a). In addition to any other applicable requirements, for a nomination for election of a director to be made by a Member (other than any Appointed Director, who shall be appointed by the Manager for so long as the Manager is entitled to appoint one or more directors to the Board of Directors pursuant to the terms of this Agreement) or for business to be properly brought before an annual meeting by a Member, such Member must (A) be a Member of record on both (1) the date of the delivery of such nomination or the date of the giving of the notice provided for in this Section 9.8(a) and (2) the record date for the determination of Members entitled to vote at such annual meeting, and (B) have given timely notice thereof in proper written form in accordance with the requirements of this Section 9.8(a9.8 (a) to the Secretary. (ii) For nominations or other business to be properly brought before an annual meeting by a Member pursuant to clause (C) of paragraph (a)(i) of this Section 9.8(a)(i)(C)9.8, the Member must have given timely notice thereof in writing to the Secretary of the Company and, in the case of business other than nominations, such other business must otherwise be a proper matter for Member action. Except to the extent otherwise required by applicable law, to To be timely, a Member’s notice shall be delivered to the Secretary at the principal executive offices of the Company not less than one hundred and twenty (120) days nor more than one hundred and fifty (150) days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that, in the event that the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by a Member must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Company. In the case of the first annual meeting of MembersMembers of the Company, a Member’s notice shall be timely if it is delivered to the Secretary at the principal executive offices of the Company not earlier than the one hundred and twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made. In no event shall the public announcement or an adjournment or postponement of an annual meeting commence a new time period for the giving of a Member’s notice as described in this Section 9.8(a). Subject to Section 9.8(a)(i), such Member’s notice shall set forth: (A) as to each individual whom the Member proposes to nominate for election or reelection as a director, all information relating to such individual that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, pursuant to in Regulation 14A under the Exchange Act, including such individual’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (B) as to any other business that the Member proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration), the reasons for conducting such business at the meeting and any material interest in such business of such Member and the Beneficial Owner beneficial owner or holder of shares of Trust SharesStock, if any, on whose behalf the proposal is made; and (C) as to the Member giving the notice and the Beneficial Ownerbeneficial owner, if any, on whose behalf the nomination or proposal is made, (1) the name and address of such Member as they appear on the Company’s books and of such Beneficial Ownerbeneficial owner, and (2) the number of, and evidence of such number of, LLC Interests of the Company which are owned beneficially and of record by such Member and such Beneficial Owner, (3) a representation that the Member intends to appear in person or by proxy at the meeting to propose such business or nomination, and (4) a representation whether the Member or the Beneficial Owner, if any, intends or is part of a group which intends (i) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the LLC Interests required to approve or adopt the proposal or elect the nominee and/or (ii) otherwise to solicit proxies from Members in support of such proposal or nomination. The foregoing notice requirements shall be deemed satisfied by a Member if the Member has notified the Company of the Member’s intention to present a proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act and such Member’s proposal has been included in a proxy statement that has been prepared by the Company to solicit proxies for such annual meeting. The Company may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Company or on any committee of the Board of Directorsbeneficial owner. (iii) Notwithstanding anything in the second sentence of clause (ii) of this Section 9.8(a) to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Company is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the Company at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a Member’s notice required by this Section 9.8 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Company not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Company.

Annual Meetings of Members. (i) Except in the case of the Initial Board, nominations of individuals for election to the Board of Directors by a Member (of the Company, other than any Appointed Directorthe Chairman, who shall be appointed by the Manager for so long as the Manager is entitled to appoint one or more directors to a director of the Board of Directors to serve as Chairman pursuant to the terms of this the Management Services Agreement), and the proposal of business to be considered by the Members, may be made at an annual meeting of Members (A) pursuant to the Company’s 's notice of meeting delivered pursuant to Section 9.59.5 hereof, (B) by or at the direction of the Board of Directors or (C) by any Member of the Company who is entitled to vote at the meeting, who complies with the notice procedures set forth in clauses (ii) and (iii) of this Section 9.8(a). In addition to any other applicable requirements, for a nomination for election of a director to be made by a Member (other than any Appointed Director, who shall be appointed by the Manager for so long as the Manager is entitled to appoint one or more directors to the Board of Directors pursuant to the terms of this Agreement) or for business to be properly brought before an annual meeting by a Member, such Member must (A) be a Member of record on both (1) the date of the delivery of such nomination or the date of the giving of the notice provided for in this Section 9.8(a) and (2) the record date for the determination of Members entitled to vote at such annual meeting, and (B) have given timely notice thereof in proper written form in accordance with the requirements of this Section 9.8(a9.8 (a) to the Secretary. (ii) For nominations or other business to be properly brought before an annual meeting by a Member pursuant to clause (C) of paragraph (a)(i) of this Section 9.8(a)(i)(C)9.8, the Member must have given timely notice thereof in writing to the Secretary of the Company and, in the case of business other than nominations, such other business must otherwise be a proper matter for Member action. Except to the extent otherwise required by applicable law, to To be timely, a Member’s 's notice shall be delivered to the Secretary at the principal executive offices of the Company not less than one hundred and twenty (120) days nor more than one hundred and fifty (150) days prior to the first anniversary of the preceding year’s 's annual meeting; provided, however, that, in the event that the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by a Member must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Company. In the case of the first annual meeting of MembersMembers of the Company, a Member’s 's notice shall be timely if it is delivered to the Secretary at the principal executive offices of the Company not earlier than the one hundred and twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made. In no event shall the public announcement or an adjournment or postponement of an annual meeting commence a new time period for the giving of a Member’s 's notice as described in this Section 9.8(a). Subject to Section 9.8(a)(i), such Member’s 's notice shall set forth: (A) as to each individual whom the Member proposes to nominate for election or reelection as a director, all information relating to such individual that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, pursuant to in Regulation 14A under the Exchange Act, including such individual’s 's written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (B) as to any other business that the Member proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration), the reasons for conducting such business at the meeting and any material interest in such business of such Member and the Beneficial Owner beneficial owner or holder of shares of Trust SharesStock, if any, on whose behalf the proposal is made; and (C) as to the Member giving the notice and the Beneficial Ownerbeneficial owner, if any, on whose behalf the nomination or proposal is made, (1) the name and address of such Member as they appear on the Company’s 's books and of such Beneficial Ownerbeneficial owner, and (2) the number of, and evidence of such number of, LLC Interests of the Company which are owned beneficially and of record by such Member and such Beneficial Owner, (3) a representation that the Member intends to appear in person or by proxy at the meeting to propose such business or nomination, and (4) a representation whether the Member or the Beneficial Owner, if any, intends or is part of a group which intends (i) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the LLC Interests required to approve or adopt the proposal or elect the nominee and/or (ii) otherwise to solicit proxies from Members in support of such proposal or nomination. The foregoing notice requirements shall be deemed satisfied by a Member if the Member has notified the Company of the Member’s intention to present a proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act and such Member’s proposal has been included in a proxy statement that has been prepared by the Company to solicit proxies for such annual meeting. The Company may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Company or on any committee of the Board of Directorsbeneficial owner. (iii) Notwithstanding anything in the second sentence of clause (ii) of this Section 9.8(a) to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Company is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the Company at least one hundred (100) days prior to the first anniversary of the preceding year’s 's annual meeting, a Member’s 's notice required by this Section 9.8 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Company not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Company.

Annual Meetings of Members. (i) Except in the case of the Initial Board, nominations of individuals for election to the Board of Directors by a Member (of the Company, other than any Appointed Directorthe Chairman and Alternate Chairman, who shall be appointed by the Manager for so long as the Manager is entitled to appoint one or more directors to a director of the Board of Directors to serve as Chairman pursuant to the terms of this the Management Services Agreement), and the proposal of business to be considered by the Members, may be made at an annual meeting of Members (A) pursuant to the Company’s notice of meeting delivered pursuant to Section 9.59.5 hereof, (B) by or at the direction of the Board of Directors or (C) by any Member of the Company who is entitled to vote at the meeting, who complies with the notice procedures set forth in clauses (ii) and (iii) of this Section 9.8(a). In addition to any other applicable requirements, for a nomination for election of a director to be made by a Member (other than any Appointed Director, who shall be appointed by the Manager for so long as the Manager is entitled to appoint one or more directors to the Board of Directors pursuant to the terms of this Agreement) or for business to be properly brought before an annual meeting by a Member, such Member must (A) be a Member of record on both (1) the date of the delivery of such nomination or the date of the giving of the notice provided for in this Section 9.8(a) and (2) the record date for the determination of Members entitled to vote at such annual meeting, and (B) have given timely notice thereof in proper written form in accordance with the requirements of this Section 9.8(a9.8 (a) to the Secretary. (ii) For nominations or other business to be properly brought before an annual meeting by a Member pursuant to clause (C) of paragraph (a)(i) of this Section 9.8(a)(i)(C)9.8, the Member must have given timely notice thereof in writing to the Secretary of the Company and, in the case of business other than nominations, such other business must otherwise be a proper matter for Member action. Except to the extent otherwise required by applicable law, to To be timely, a Member’s notice shall be delivered to the Secretary at the principal executive offices of the Company not less than one hundred and twenty (120) days nor more than one hundred and fifty (150) days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that, in the event that the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by a Member must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Company. In the case of the first annual meeting of MembersMembers of the Company, a Member’s notice shall be timely if it is delivered to the Secretary at the principal executive offices of the Company not earlier than the one hundred and twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made. In no event shall the public announcement or an adjournment or postponement of an annual meeting commence a new time period for the giving of a Member’s notice as described in this Section 9.8(a). Subject to Section 9.8(a)(i), such Member’s notice shall set forth: (A) as to each individual whom the Member proposes to nominate for election or reelection as a director, all information relating to such individual that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, pursuant to in Regulation 14A under the Exchange Act, including such individual’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (B) as to any other business that the Member proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration), the reasons for conducting such business at the meeting and any material interest in such business of such Member and the Beneficial Owner beneficial owner or holder of Trust SharesLLC Interests, if any, on whose behalf the proposal is made; and (C) as to the Member giving the notice and the Beneficial Ownerbeneficial owner, if any, on whose behalf the nomination or proposal is made, (1) the name and address of such Member as they appear on the Company’s books and of such Beneficial Ownerbeneficial owner, and (2) the number of, and evidence of such number of, LLC Interests of the Company which are owned beneficially and of record by such Member and such Beneficial Owner, (3) a representation that the Member intends to appear in person or by proxy at the meeting to propose such business or nomination, and (4) a representation whether the Member or the Beneficial Owner, if any, intends or is part of a group which intends (i) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the LLC Interests required to approve or adopt the proposal or elect the nominee and/or (ii) otherwise to solicit proxies from Members in support of such proposal or nomination. The foregoing notice requirements shall be deemed satisfied by a Member if the Member has notified the Company of the Member’s intention to present a proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act and such Member’s proposal has been included in a proxy statement that has been prepared by the Company to solicit proxies for such annual meeting. The Company may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Company or on any committee of the Board of Directorsbeneficial owner. (iii) Notwithstanding anything in the second sentence of clause (ii) of this Section 9.8(a) to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Company is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the Company at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a Member’s notice required by this Section 9.8 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Company not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Company.

Annual Meetings of Members. (i) Except in the case of the Initial Board, nominations Nominations of individuals for election to the Board of Directors by a Member (other than any Appointed Director, who shall be appointed by the Manager for so long as the Manager is entitled to appoint one or more directors to the Board of Directors pursuant to the terms of this Agreement), and the proposal of business to be considered by the Members, may be made at an annual meeting of Members (A) pursuant to the Company’s notice of meeting delivered pursuant to Section 9.5, (B) by or at the direction of the Board of Directors or (C) by any Member of the Company who is entitled to vote at the meeting, who complies with the notice procedures set forth in clauses (ii) and (iii) of this Section 9.8(a). In addition to any other applicable requirements, for a nomination for election of a director to be made by a Member (other than any Appointed Director, who shall be appointed by the Manager for so long as the Manager is entitled to appoint one or more directors to the Board of Directors pursuant to the terms of this Agreement) or for business to be properly brought before an annual meeting by a Member, such Member must (A) be a Member of record on both (1) the date of the delivery of such nomination or the date of the giving of the notice provided for in this Section 9.8(a) and (2) the record date for the determination of Members entitled to vote at such annual meeting, and (B) have given timely notice thereof in proper written form in accordance with the requirements of this Section 9.8(a) to the Secretary. (ii) For nominations or other business to be properly brought before an annual meeting by a Member pursuant to Section 9.8(a)(i)(C), the Member must have given timely notice thereof in writing to the Secretary of the Company and, in the case of business other than nominations, such other business must otherwise be a proper matter for Member action. Except to the extent otherwise required by applicable law, to be timely, a Member’s notice shall be delivered to the Secretary at the principal executive offices of the Company not less than one hundred and twenty (120) days nor more than one hundred and fifty (150) days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that, in the event that the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by a Member must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Company. In the case of the first annual meeting of Members, a Member’s notice shall be timely if it is delivered to the Secretary at the principal executive offices of the Company not earlier than the one hundred and twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made. In no event shall the public announcement or an adjournment or postponement of an annual meeting commence a new time period for the giving of a Member’s notice as described in this Section 9.8(a). Subject to Section 9.8(a)(i), such Member’s notice shall set forth: (A) as to each individual whom the Member proposes to nominate for election or reelection as a director, all information relating to such individual that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, pursuant to Regulation 14A under the Exchange Act, including such individual’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (B) as to any other business that the Member proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration), the reasons for conducting such business at the meeting and any material interest in such business of such Member and the Beneficial Owner or holder of Trust Shares, if any, on whose behalf the proposal is made; and (C) as to the Member giving the notice and the Beneficial Owner, if any, on whose behalf the nomination or proposal is made, (1) the name and address of such Member as they appear on the Company’s books and of such Beneficial Owner, (2) the number of, and evidence of such number of, LLC Interests which are owned beneficially and of record by such Member and such Beneficial Owner, (3) a representation that the Member intends to appear in person or by proxy at the meeting to propose such business or nomination, and (4) a representation whether the Member or the Beneficial Owner, if any, intends or is part of a group which intends (i) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the LLC Interests required to approve or adopt the proposal or elect the nominee and/or (ii) otherwise to solicit proxies from Members in support of such proposal or nomination. The foregoing notice requirements shall be deemed satisfied by a Member if the Member has notified the Company of the Member’s intention to present a proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act and such Member’s proposal has been included in a proxy statement that has been prepared by the Company to solicit proxies for such annual meeting. The Company may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Company or on any committee of the Board of Directors. (iii) Notwithstanding anything in the second sentence of clause (ii) of this Section 9.8(a) to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the Company at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a Member’s notice required by this Section 9.8 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Company not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Company.

Annual Meetings of Members. (i) Except in the case of the Initial Board, nominations Nominations of individuals for election to the Board of Directors by a Member (other than any Appointed Director, who shall be appointed by the Manager for so long as the Manager is entitled to appoint one or more directors to the Board of Directors pursuant to the terms of this Agreement), and the proposal of other business to be considered by the Members, Members may be made at an annual meeting of Members (Ai) pursuant to the Company’s 's notice of meeting delivered pursuant to Section 9.5meeting, (Bii) by or at the direction of the Board of Directors or (Ciii) by any Member who was a Member of record both at the time of giving of notice by the Member as provided for in this Section 11.10(a) and at the time of the Company annual meeting, who is entitled to vote at the meeting, meeting and who complies has complied with the notice procedures set forth in clauses (ii) and (iii) of this Section 9.8(a11.10(a). In addition to any other applicable requirements, for a nomination for election of a director to be made by a Member (other than any Appointed Director, who shall be appointed by the Manager for so long as the Manager is entitled to appoint one or more directors to the Board of Directors pursuant to the terms of this Agreement) or for business to be properly brought before an annual meeting by a Member, such Member must (A) be a Member of record on both (1) the date of the delivery of such nomination or the date of the giving of the notice provided for in this Section 9.8(a) and (2) the record date for the determination of Members entitled to vote at such annual meeting, and (B) have given timely notice thereof in proper written form in accordance with the requirements of this Section 9.8(a) to the Secretary. (ii) For nominations or other business to be properly brought before an annual meeting of Members by a Member pursuant to clause (iii) of paragraph (a)(1) of this Section 9.8(a)(i)(C)11.10, the Member must have given timely notice thereof in writing to the Secretary of the Company and, in the case of business other than nominations, and such other business must otherwise be a proper matter for Member actionaction by the Members. Except to the extent otherwise required by applicable law, to To be timely, a Member’s 's notice shall set forth all information required under this Section 11.10 and shall be delivered to the Secretary at the principal executive offices office of the Company not less earlier than one hundred and twenty (120) days the 150th day nor more later than one hundred and fifty (150) days 5:00 p.m., Eastern Time on the 120th day prior to the first anniversary of the date of mailing of the notice for the preceding year’s 's annual meeting; provided, however, that, that in the event that the date of the annual meeting is advanced or delayed by more than thirty (30) days before or more than seventy (70) days after such from the first anniversary dateof the date of the preceding year's annual meeting, notice by a the Member to be timely must be so delivered not earlier than the close of business on the one hundred twentieth (120th) 150th day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Company. In the case of the first annual meeting of Members, a Member’s notice shall be timely if it is delivered to the Secretary at the principal executive offices of the Company not earlier than the one hundred and twentieth (120th) day prior to such annual meeting and not later than the close of business 5:00 p.m., Eastern Time on the later of the ninetieth (90th) 120th day prior to the date of such annual meeting or the tenth (10th) 10th day following the day on which public announcement of the date of such meeting is first made. In no event shall the The public announcement of a postponement or an adjournment or postponement of an annual meeting shall not commence a new time period for the giving of a Member’s 's notice as described in this Section 9.8(a)above. Subject to Section 9.8(a)(i), such Such Member’s 's notice shall set forth: forth (Ai) as to each individual whom the Member proposes to nominate for election or reelection as a directorDirector, (A) the name, age, business address and residence address of such individual, (B) the class, series and number of any Shares that are beneficially owned by such individual, (C) the date such Shares were acquired and the investment intent of such acquisition and (D) all other information relating to such individual that is required to be disclosed in solicitations of proxies for election of directors Directors in an election contestcontest (even if an election contest is not involved), or is otherwise required, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act, Act and the rules thereunder (including such individual’s 's written consent to being named in the proxy statement as a nominee and to serving as a director Director if elected); (Bii) as to any other business that the Member proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration)such business, the reasons for conducting proposing such business at the meeting and any material interest in such business of such Member and any Member Associated Person (as defined below), individually or in the Beneficial Owner or holder of Trust Sharesaggregate, if any, on whose behalf including any anticipated benefit to the proposal is madeMember and the Member Associated Person therefrom; and (Ciii) as to the Member giving the notice and any Member Associated Person, the Beneficial Ownerclass, series and number of all Shares which are owned by such Member and by such Member Associated Person, if any, on whose behalf and the nomination nominee holder for, and number of, Shares owned beneficially but not of record by such Member and by any such Member Associated Person; (iv) as to the Member giving the notice and any Member Associated Person covered by clauses (ii) or proposal is made(iii) of this paragraph (2) of this Section 11.10(a), (1) the name and address of such Member Member, as they appear on the Company’s books Membership List and current name and address, if different, and of such Beneficial OwnerMember Associated Person; and (v) to the extent known by the Member giving the notice, (2) the number of, name and evidence address of any other Member supporting the nominee for election or reelection as a Director or the proposal of other business on the date of such number of, LLC Interests which are owned beneficially and of record by such Member and such Beneficial Owner, (3) a representation that the Member intends to appear in person or by proxy at the meeting to propose such business or nomination, and (4) a representation whether the Member or the Beneficial Owner, if any, intends or is part of a group which intends (i) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the LLC Interests required to approve or adopt the proposal or elect the nominee and/or (ii) otherwise to solicit proxies from Members in support of such proposal or nomination. The foregoing notice requirements shall be deemed satisfied by a Member if the Member has notified the Company of the Member’s intention to present a proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act and such Member’s proposal has been included in a proxy statement that has been prepared by the Company to solicit proxies for such annual meeting. The Company may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Company or on any committee of the Board of Directors's notice. (iii) Notwithstanding anything For purposes of this Section 11.10, “Member Associated Person” of any Member shall mean (i) any person controlling, directly or indirectly, or acting in the second sentence of clause concert with, such Member, (ii) any Owner of this Section 9.8(a) to the contrary, in the event that the number Shares owned of directors to be elected to the Board of Directors is increased and there is no public announcement naming all of the nominees for director record or specifying the size of the increased Board of Directors made by the Company at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a Member’s notice required by this Section 9.8 shall also be considered timely, but only with respect to nominees for any new positions created beneficially by such increaseMember and (iii) any person controlling, if it shall be delivered to the Secretary at the principal executive offices of the Company not later than the close of business on the tenth (10th) day following the day on which controlled by or under common control with such public announcement is first made by the CompanyMember Associated Person.