Common use of Meetings of the Members Clause in Contracts

Meetings of the Members. (a) Meetings of the Members may be called upon the written request of any Manager or Member. The call shall state the location of the meeting and the nature of the business to be transacted. Notice of any such meeting shall be given to all Members not less than one (1) Business Day nor more than thirty (30) days prior to the date of such meeting. Members may vote in person, by proxy or by telephone at such meeting and may waive advance notice of such meeting. Whenever the vote or consent of Members is permitted or required under this Agreement, such vote or consent may be given at a meeting of the Members or may be given in accordance with the procedure prescribed in this Section 6.3. (b) Each Member may authorize any Person or Persons to act for it by proxy on all matters in which a Member is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Member or its attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy prior to its exercise shall be revocable at the pleasure of the Member executing it. (c) Each meeting of the Members shall be conducted by the Member or Manager calling the meeting. (d) Notwithstanding this Section 6.3, the Company may take any action contemplated under this Agreement as approved by the consent of the Members, such consent to be provided in writing, or by telephone or facsimile, if such telephone conversation or facsimile is followed by a written summary of the telephone conversation or facsimile communication sent by registered or certified mail, postage and charges prepaid, addressed as described in Section 13.1 hereof, or to such other address as such Person may from time to time specify by notice to the Members and the Manager.

Meetings of the Members. (a) Meetings of the Members may be called upon the written request of any Manager or Member. The call Such notice of meeting shall state the location of the meeting and the nature of the business to be transacted. Notice of any such meeting shall be given to all Members not less than one seven (17) Business Day Days nor more than thirty (30) days prior to the date of such meeting. Members may vote in person, by proxy or by telephone at such meeting and may waive advance notice of such meeting. Members which own in the aggregate eighty percent (80%) or more of the Percentage Interests in the Company constitute a quorum for the transaction of business at a meeting of the Members. Whenever the vote or consent of Members is permitted or required under this the Agreement, such vote or consent may be given at a meeting of the Members or may be given in accordance with the procedure prescribed in this Section 6.39.3. (b) Each Member may authorize any Person or Persons to act for it by proxy on all matters in which a Member is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Member or its attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy prior to its exercise shall be revocable at the pleasure of the Member executing it. (c) Each meeting of the Members shall be conducted by the Member or Manager calling the meeting. (d) Notwithstanding this Section 6.39.3, the Company may take any action contemplated under this Agreement as approved by the consent of the Members, such consent to be provided in writing, or by telephone or facsimile, if such telephone conversation or facsimile is followed by a written summary of the telephone conversation or facsimile communication sent by registered or certified mail, postage and charges prepaid, addressed as described in Section 13.1 16.2 hereof, or to such other address as such Person may from time to time specify by notice to the Members and the ManagerDirectors.

Meetings of the Members. (a) A. Meetings of the Members may be called by the Managing Member and shall be called upon the receipt by the Managing Member of a written request by a Majority in Interest of any Manager or Memberthe Non-Managing Members. The call shall state the location of the meeting and the nature of the business to be transacted. Notice of any such meeting shall be given to all Members not less than one (1) Business Day seven days nor more than thirty (30) 30 days prior to the date of such meeting. Members may vote in person, person or by proxy or by telephone at such meeting and may waive advance notice of such meeting. Whenever the vote or consent Consent of Members is permitted or required under this Agreement, such vote or consent Consent may be given at a meeting of the Members or may be given in accordance with the procedure prescribed in this Section 6.314.3.B hereof. B. Any action required or permitted to be taken at a meeting of the Members may be taken without a meeting if a written consent setting forth the action so taken is signed by Members holding a majority of the LLC Units (b) or such other percentage as is expressly required by this Agreement for the action in question). Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of Members holding a majority of the LLC Units (or such other percentage as is expressly required by this Agreement). Such consent shall be filed with the Managing Member. An action so taken shall be deemed to have been taken at a meeting held on the effective date so certified. C. Each Member may authorize any Person or Persons to act for it by proxy on all matters in which a Member is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Member or its attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) 11 months from the date thereof unless otherwise provided in the proxyproxy (or there is receipt of a proxy authorizing a later date). Every proxy prior to its exercise shall be revocable at the pleasure of the Member executing it, such revocation to be effective upon the Company's receipt of written notice of such revocation from the Member executing such proxy. (c) D. Each meeting of the Members shall be conducted by the Managing Member or Manager calling such other Person as the meeting. (d) Notwithstanding this Section 6.3Managing Member may appoint pursuant to such rules for the conduct of the meeting as the Managing Member or such other Person deems appropriate in its sole and absolute discretion. Without limitation, meetings of Members may be conducted in the same manner as meetings of the Managing Member's shareholders and may be held at the same time as, and as part of, the Company may take any action contemplated under this Agreement as approved by the consent meetings of the Members, such consent to be provided in writing, or by telephone or facsimile, if such telephone conversation or facsimile is followed by a written summary of the telephone conversation or facsimile communication sent by registered or certified mail, postage and charges prepaid, addressed as described in Section 13.1 hereof, or to such other address as such Person may from time to time specify by notice to the Members and the ManagerManaging Member's shareholders.

Meetings of the Members. (a) Meetings Annual meetings of the Members of the Company may be held at such time, date and place as the Board of Directors shall determine. (b) Special meetings of the Members for any proper purpose or purposes may be called upon at any time by the written request Board of any Manager Directors or Member. The call the Members holding a Majority Class A Interest. (c) All meetings of the Members of the Company may be held at such places, within or without the State of Delaware, as may from time to time be designated by the Board of Directors, in the case of annual meetings, or by the Person or Persons calling the special meeting, and specified in the respective notices or waivers of notice thereof. (d) Except as otherwise provided by applicable Requirements of Law, notice of each meeting of the Members of the Company shall state be given not less than ten (10) nor more than sixty (60) days before the location date of the meeting and the nature to each Member of the business record entitled to be transacted. Notice of any vote at such meeting shall be given by delivering a written notice thereof to all Members not less than one (1) Business Day nor more than thirty (30) days prior such Member personally, by depositing such notice in the United States mail in a postage prepaid envelope, directed to such Member at the post office address furnished by the Member to the date Company or by delivering an electronic copy of such meetingnotice to such Member via facsimile or electronic mail. Members may vote Attendance at such meeting (whether in person, by proxy telephonically or by telephone at such meeting and may waive advance otherwise) shall constitute a waiver of notice of such meeting. Whenever the vote or consent of Members is permitted or required under this Agreement, such vote or consent Any Member may be given at participate in a meeting of the Members by telephone conference or may be given similar communications equipment by means of which all persons participating in accordance with the procedure prescribed in this Section 6.3meeting can hear one another, and such participation shall constitute presence or attendance of such Person at such meeting. (be) Each Member may authorize any Person Subject to Section 11.4, the presence (whether in person, telephonically or Persons to act for it by proxy on all matters in which otherwise) of at least a Member is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Member or its attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy prior to its exercise shall be revocable at the pleasure of the Member executing it. (c) Each meeting majority of the Members shall be conducted by constitute a quorum for the Member or Manager calling transaction of business, and Majority Class A Approval shall constitute the meeting. (d) Notwithstanding this Section 6.3, the Company may take any action contemplated under this Agreement as approved by the consent act of the Members, such consent to be provided in writing, or by telephone or facsimile, if such telephone conversation or facsimile is followed by a written summary of the telephone conversation or facsimile communication sent by registered or certified mail, postage and charges prepaid, addressed as described in Section 13.1 hereof, or to such other address as such Person may from time to time specify by notice to Members on any matter on which the Members and have the Managerauthority to act.

Meetings of the Members. (a) Meetings of the Members may be called by the Managing Member and shall be called upon the written request of any Manager or other Member. The call shall state the location of the meeting and the nature of the business to be transacted. Notice of any such meeting shall be given to all Members not less than one seven (17) Business Day Days nor more than thirty (30) days prior to the date of such meeting. Members may vote in person, by proxy or by telephone at such meeting and may waive advance notice of such meeting. Whenever the vote or consent of Members is permitted or required under this the Agreement, such vote or consent may be given at a meeting of the Members or may be given in accordance with the procedure prescribed in this Section 6.39.03 hereof. (b) For the purpose of determining the Members entitled to vote on, or to vote at, any meeting of the Members or any adjournment thereof, the Managing Member or the Member requesting such meeting may fix, in advance, a date as the record date for any such determination. Such date shall not be more than thirty (30) days nor less than ten (10) days before any such meeting. (c) Each Member may authorize any Person or Persons to act for it by proxy on all matters in which a the Member is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Member or its attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy prior to its exercise shall be revocable at the pleasure of the Member executing it. (cd) Each meeting of the Members shall be conducted by the Managing Member or Manager calling such other Person as the meeting. (d) Notwithstanding this Section 6.3, Managing Member may appoint pursuant to such rules for the Company may take any action contemplated under this Agreement as approved by the consent conduct of the Members, such consent to be provided in writing, meeting as the Managing Member or by telephone or facsimile, if such telephone conversation or facsimile is followed by a written summary of the telephone conversation or facsimile communication sent by registered or certified mail, postage and charges prepaid, addressed as described in Section 13.1 hereof, or to such other address as such Person may from time to time specify by notice to the Members and the Managerdeems appropriate.

Meetings of the Members. (a) Meetings of the Members may be called upon the written request of any Manager or Member. The call shall state the location of the meeting and the nature of the business to be transacted. Notice of any such meeting, including any meeting that has been adjourned, shall be given to all Members each Member not less than one fifteen (115) Business Day Days (or four (4) Business Days if delivered personally or by telephone, email or facsimile) nor more than thirty forty-five (3045) days prior to the date of such meeting. Members may vote in person, by proxy or by telephone at such meeting and may waive advance notice of such meeting. Whenever the vote or consent of Members is permitted or required under this the Agreement, such vote or consent may be given at a meeting of the Members or may be given in accordance with the procedure prescribed in this Section 6.36.3(f). No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all of the Members entitled to vote thereat. (b) For the purpose of determining the Members entitled to vote on, or to vote at, any meeting of the Members or any adjournment thereof, the Management Committee or the Member requesting such meeting may fix, in advance, a date as the record date for any such determination. Such date shall not be more than thirty (30) days nor less than ten (10) days before any such meeting, unless between the setting of the record date and the record date there is a Pan Am Change in Control. If between the setting of the record date and the record date there is a Pan Am Change in Control, the NS Member shall be given notice and the opportunity to set a new record date, which record date may be a date following the acquisition of any Governmental Approvals as may be reasonable or necessary for the NS Member to acquire and exercise control of the Company. (c) Each Member may authorize any Person or Persons to act for it by proxy on all matters in which a Member is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Member or its attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy prior to its exercise shall be revocable at the pleasure of the Member executing it. (cd) Each meeting of the Members shall be conducted by an individual Person selected by the Member entitled to appoint the Chairman of the Management Committee for the calendar year in which the meeting is held. Except as otherwise required by law, the presence in person or Manager calling by proxy of Members able to appoint more than fifty-nine percent (59%) of the voting members of the Management Committee shall constitute a quorum for the transaction of business at a meeting of the Members duly called in accordance with Section 6.3(a). In case a quorum shall not be present at any meeting, any Member present thereat, in person or by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite number of Members shall be present. (de) At a meeting, any proposal shall be approved if it receives the affirmative vote of the Members able to appoint more than fifty-nine percent (59%) of the voting members of the Management Committee. (f) Notwithstanding this Section 6.3, the Company may take any action contemplated under this Agreement as approved by the consent required or permitted to be taken at any meeting of the MembersMembers may be taken without a meeting, such without prior notice and without a vote, if a consent to be provided in writing, or setting forth the action so taken, shall be signed by telephone or facsimile, if such telephone conversation or facsimile is followed by a written summary of the telephone conversation or facsimile communication sent by registered or certified mail, postage each and charges prepaid, addressed as described in Section 13.1 hereof, or to such other address as such Person may from time to time specify by notice to the Members and the Managerevery Member.

Meetings of the Members. (a) A. Meetings of the Members may be called by the Managing Member and shall be called upon the receipt by the Managing Member of a written request by a Majority in Interest of any Manager or Memberthe Non-Managing Members. The call shall state the location of the meeting and the nature of the business to be transacted. Notice of any such meeting shall be given to all Members not less than one (1) Business Day seven days nor more than thirty (30) 30 days prior to the date of such meeting. The meeting shall be held at the headquarters office of the Managing Member or at such other location as may be designated by the Managing Member. Members may vote in person, person or by proxy or by telephone at such meeting and may waive advance notice of such meeting. Whenever the vote or consent Consent of Members is permitted or required under this Agreement, such vote or consent Consent may be given at a meeting of the Members or may be given in accordance with the procedure prescribed in this Section 6.314.3.B hereof. B. Any action required or permitted to be taken at a meeting of the Members may be taken without a meeting if a written consent setting forth the action so taken is signed by Members holding a majority of the LLC Units (b) or such other percentage as is expressly required by this Agreement for the action in question). Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of Members holding a majority of the LLC Units (or such other percentage as is expressly required by this Agreement). Such consent shall be filed with the Managing Member. An action so taken shall be deemed to have been taken at a meeting held on the effective date so certified. C. Each Member may authorize any Person or Persons to act for it by proxy on all matters in which a Member is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Member or its attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) 11 months from the date thereof unless otherwise provided in the proxyproxy (or there is receipt of a proxy authorizing a later date). Every proxy prior to its exercise shall be revocable at the pleasure of the Member executing it, such revocation to be effective upon the Company's receipt of written notice of such revocation from the Member executing such proxy. (c) D. Each meeting of the Members shall be conducted by the Managing Member or Manager calling such other Person as the meeting. (d) Notwithstanding this Section 6.3Managing Member may appoint pursuant to such rules for the conduct of the meeting as the Managing Member or such other Person deems appropriate in its sole and absolute discretion. Without limitation, meetings of Members may be conducted in the same manner as meetings of the Managing Member's shareholders and may be held at the same time as, and as part of, the Company may take any action contemplated under this Agreement as approved by the consent meetings of the Members, such consent to be provided in writing, or by telephone or facsimile, if such telephone conversation or facsimile is followed by a written summary of the telephone conversation or facsimile communication sent by registered or certified mail, postage and charges prepaid, addressed as described in Section 13.1 hereof, or to such other address as such Person may from time to time specify by notice to the Members and the ManagerManaging Member's shareholders.

Meetings of the Members. (a) A. Meetings of the Members may be called upon only by the written request of Board to transact any Manager or Memberbusiness that the Board determines. The call shall state the location of the meeting and the nature of the business to be transacted. Notice of any such meeting shall be given to all Members entitled to act at the meeting not less than one seven (17) Business Day days nor more than thirty sixty (3060) days prior to the date of such meeting. Members may vote in person, person or by proxy or by telephone at such meeting and may waive advance notice of such meeting. Unless approval by a different number or proportion of the Members is required by this Agreement, the affirmative vote of Members holding a majority of the Percentage Interests held by the Members entitled to act on any proposal shall be sufficient to approve such proposal at a meeting of the Members. Whenever the vote vote, consent or consent approval of Members is permitted or required under this Agreement, such vote vote, consent or consent approval may be given at a meeting of the Members or may be given in accordance with the procedure prescribed in this Section 6.314.3.B hereof. B. Any action requiring the Consent of any Member or group of Members pursuant to this Agreement or that is required or permitted to be taken at a meeting of the Members may be taken without a meeting if a consent in writing or by electronic transmission setting forth the action so taken or consented to is given by Members whose affirmative vote would be sufficient to approve such action or provide such Consent at a meeting of the Members. Such consent may be in one instrument or in several instruments, and shall have the same force and effect as the affirmative vote of such Members at a meeting of the Members. Such consent shall be filed with the Company. An action so taken shall be deemed to have been taken at a meeting held on the effective date so certified. For purposes of obtaining a Consent in writing or by electronic transmission, the Board may require a response within a reasonable specified time, but not less than fifteen (b15) days, and failure to respond in such time period shall constitute a Consent that is consistent with the Board’s recommendation with respect to the proposal; provided, however, that an action shall become effective at such time as requisite Consents are received even if prior to such specified time. C. Each Member entitled to act at a meeting of the Members may authorize any Person or Persons to act for it by proxy on all matters in which a Member is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every Each proxy must be signed by the Member or its attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxyproxy (or there is receipt of a proxy authorizing a later date). Every proxy prior to its exercise shall be revocable at the pleasure of the Member executing it, such revocation to be effective upon the Company’s receipt of written notice of such revocation from the Member executing such proxy, unless such proxy states that it is irrevocable and is coupled with an interest. D. The Board may set, in advance, a record date for the purpose of determining the Members (ci) Each entitled to Consent to any action, (ii) entitled to receive notice of or vote at any meeting of the Members or (iii) in order to make a determination of Members for any other proper purpose. Such date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than ninety (90) days and, in the case of a meeting of the Members, not less than five (5) days, before the date on which the meeting is to be held or Consent is to be given. If no record date is fixed, the record date for the determination of Members entitled to notice of or to vote at a meeting of the Members shall be at the close of business on the day on which the notice of the meeting is sent, and the record date for any other determination of Members shall be the effective date of such Member action, distribution or other event. When a determination of the Members entitled to vote at any meeting of the Members has been made as provided in this section, such determination shall apply to any adjournment thereof. E. Each meeting of Members shall be conducted by the Member Board or Manager calling such other Person as the meeting. (d) Notwithstanding this Section 6.3Board may appoint pursuant to such rules for the conduct of the meeting as the Board or such other Person deems appropriate in its sole and absolute discretion. Without limitation, meetings of Members may be conducted in the same manner as meetings of MIC’s stockholders and may be held at the same time as, and as part of, the Company may take any action contemplated under this Agreement as approved by the consent meetings of the Members, such consent to be provided in writing, or by telephone or facsimile, if such telephone conversation or facsimile is followed by a written summary of the telephone conversation or facsimile communication sent by registered or certified mail, postage and charges prepaid, addressed as described in Section 13.1 hereof, or to such other address as such Person may from time to time specify by notice to the Members and the ManagerMIC’s stockholders.

Meetings of the Members. (ai) Meetings of the Members may be called by the Manager and shall be called by the Manager upon the written request of any Manager or Member. The call shall state the location of the meeting and the nature of the business to be transacted. Notice of any such meeting shall be given to all Members not less than one seven (17) Business Day business days nor more than thirty (30) days prior to the date of such meeting. Members may vote in person, person or by proxy or by telephone at such meeting and may waive advance notice of such meeting. Whenever the vote a vote, consent or consent approval of Members is permitted or required under this Agreement, such vote vote, consent or consent approval may be he given at a meeting of the Members or may be given in accordance with the procedure prescribed in Subsection (v) of this Section 6.37.2. (bii) For the purpose of determining the Members entitled to vote on, or to vote at, any meeting of the Members or any adjournment thereof, the Manager or the Member requesting such meeting may fix, in advance, a date as the record date for any such determination. Such date shall not be more than thirty (30) days nor less than ten (10) business days before any such meeting. (iii) Each Member may authorize any Person or Persons to act for it by proxy on all matters in which a Member is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Member or its attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy prior to its exercise shall be revocable at the pleasure of the Member executing it. (civ) Each meeting of the Members shall be conducted by the Manager or Member requesting such meeting or by such other Person that the Manager calling the meetingor Member requesting such meeting may designate. (dv) Notwithstanding this Section 6.3, the The Company may take any action contemplated under this Agreement as approved by the written consent of the Members, such consent to be provided in writing, or by telephone or facsimile, if such telephone conversation or facsimile is followed by Members holding a written summary majority of the telephone conversation or facsimile communication sent by registered or certified mail, postage and charges prepaid, addressed as described in Section 13.1 hereof, or to such other address as such Person may from time to time specify by notice to the Members and the ManagerUnits.

Meetings of the Members. Except as otherwise stated in this Agreement or required under the Act, the following provisions shall apply to all meetings of Members: (a) Meetings of the Members Members, on a reasonable basis, may be called upon at any time, and for any purpose, by the written request of any Manager or Membera Supermajority Vote of the Members. The call shall state the location of Such meetings may be held remotely such that each Member may participate in the meeting and to vote on matters submitted to Members, including an opportunity to read or hear the nature proceedings substantially concurrently with such proceedings. (b) Meetings of Members shall be conducted during regular business hours at the principal executive office of the business Company, or at any other time and place designated by the Manager. (c) Members entitled to be transacted. Notice of vote at any such meeting shall be given to all Members not less than one (1) Business Day nor more than thirty (30) days prior to the date of such meeting. Members may vote in person, person or by proxy or by telephone at such meeting and may waive advance notice of such meeting. Whenever the vote a vote, consent, or consent approval of Members is permitted or required under this Agreement, such vote vote, consent, or consent approval may be given at a meeting of the Members or may be given in accordance with the procedure prescribed in this Section 6.3by written consent. (bd) Each Member may authorize any Person or Persons to act for it such Member by proxy on all matters in on which a such Member is entitled to participateact, including waiving notice of any meeting, meeting or voting or participating at a meeting. Every proxy must be signed by the Member or its attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy prior to its exercise fact and shall be revocable at the pleasure of the Member executing itit at any time before it is voted. (ce) Each meeting of the Members shall be conducted by the Manager or by such Person that the Manager may designate. (f) With respect to every meeting of Members called pursuant to Section 7.3(a), the Manager shall mail to the Member or Manager calling entitled to vote at such meeting, at least seven calendar days before such meeting, written notice plainly identifying the place, date, and time of such meeting. (dg) Notwithstanding this Section 6.3, For the Company may take purpose of determining which Members are entitled to receive any action contemplated under this Agreement as approved by the consent of the Members, such consent to be provided in writing, distribution or by telephone or facsimile, if such telephone conversation or facsimile is followed by a written summary of the telephone conversation or facsimile communication sent by registered or certified mail, postage and charges prepaid, addressed as described in Section 13.1 hereofnotice, or to vote at any meeting of Members or any adjournment thereof, the date on which the resolution declaring such distribution is adopted, and the date on which such notice of meeting or other address notice is mailed, as the case may be, shall be the record date for making such Person may from determination. (h) Whenever any notice is required to be given to any Member, a waiver thereof signed by such Member shall have the same effect as the giving of timely and proper notice (regardless of whether such Member signs the waiver before, at, or after the time the notice is required to time specify be given). (i) With respect to every meeting of Members called, the Manager shall maintain a record of all actions taken by notice to the Members pursuant to any provision of this Agreement at each meeting, including minutes of each meeting and the Managercopies of all proxies pursuant to which any vote is executed. The Manager shall also maintain copies of all actions taken by consent of Members and copies of all proxies pursuant to which any consent is executed.

Meetings of the Members. (a) (a) Meetings of the Members may be called by the Managing Member and shall be called upon the written request of any Manager or Member. The call notice shall state the location of the meeting and the nature of the business to be transacted. Notice Subject to other requirements specified herein regarding notice periods, notice of any such meeting shall be given to all Members not less than one (1) five Business Day Days nor more than thirty (30) days prior to the date of such meeting. Members may vote in person, by proxy or by telephone at such meeting and may waive advance notice of such meeting. Whenever the vote or consent of Members is permitted or required under this Topaz LLC Agreement, such vote or consent may be given at a meeting of the Members or may be given in accordance with the procedure prescribed in Section 9.3. Except as otherwise expressly provided in this Section 6.3Topaz LLC Agreement, the unanimous vote of the Members shall be required to constitute the act of the Members. (b) For the purpose of determining the Members entitled to vote on, or to vote at, any meeting of the Members or any adjournment thereof, the Managing Member or the Member requesting such meeting may fix, in advance, a date as the record date for any such determination. Such date shall not be more than thirty days nor less than one Business Day before any such meeting. (c) Each Member may authorize any Person or Persons to act for it by proxy on all matters in which a the Member is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Member or its attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy prior to its exercise shall be revocable at the pleasure of the Member executing itit or as provided under the terms of such proxy. (cd) Each meeting of the Members shall be conducted by the Managing Member or Manager calling such other Person as the meeting. (d) Notwithstanding this Section 6.3, Managing Member may appoint pursuant to such rules for the Company may take any action contemplated under this Agreement as approved by the consent conduct of the Members, such consent to be provided in writing, meeting as the Managing Member or by telephone or facsimile, if such telephone conversation or facsimile is followed by a written summary of the telephone conversation or facsimile communication sent by registered or certified mail, postage and charges prepaid, addressed as described in Section 13.1 hereof, or to such other address as such Person may from time to time specify by notice to the Members and the Managerdeems appropriate.

Meetings of the Members. (a) Meetings of the Members may be called upon the written request of any Manager or Member. The call shall state the location of the meeting and the nature of the business to be transacted. Notice of any such meeting shall be given to all Members not less than one seven (17) Business Day nor Days or more than thirty (30) days prior to the date of such meeting. Members may vote in person, by proxy proxy, or by telephone at such meeting and may waive advance notice of such meeting. Whenever the vote or consent of Members is permitted or required under this the Agreement, such vote or consent may be given at a meeting of the Members or may be given in accordance with the procedure prescribed in this Section 6.3.. Except as otherwise expressly provided in this Agreement, the vote of at least required to constitute the act of the Members. percent ( %) of the Members shall be (b) Each Member may authorize any Person or Persons to act for it by proxy on all matters in which a Member is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Member or its attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy prior to its exercise shall be revocable at the pleasure of the Member executing it. (c) Each meeting of the Members shall be conducted by the Member President or Manager calling such other Officer or individual Person as the meetingPresident deems appropriate. (d) Notwithstanding this Section 6.3, the Company may take any action contemplated under this Agreement as approved by the consent of the Members, such consent to be provided in writing, or by telephone or facsimile, if such telephone conversation or facsimile is followed by a written summary of the telephone conversation or facsimile communication sent by registered or certified mail, postage and charges prepaid, addressed as described in Section 13.1 14.1 hereof, or to such other address as such Person may from time to time specify by notice to the Members and the ManagerManagers.

Meetings of the Members. (a) Meetings of the Members may be called upon the written request of any Manager or Member. The call shall state the location of the meeting and the nature of the business to be transacted. Notice of any such meeting shall be given to all Members not less than one seven (17) Business Day Days nor more than thirty (30) days prior to the date of such meeting. Members may vote in person, by proxy or by telephone at such meeting and may waive advance notice of such meeting. Whenever the vote or consent of Members (whether Extraordinary or otherwise) is permitted or required under this the Agreement, such vote or consent may be given at a meeting of the Members or may be given in accordance with the procedure prescribed in this Section 6.37.3. (b) Each Member may authorize any Person or Persons to act for it by proxy on all matters in which a Member is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Member or its attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy prior to its exercise shall be revocable at the pleasure of the Member executing it. (c) Each meeting of the Members shall be conducted by the Member or Manager calling the meeting. (d) Notwithstanding this Section 6.37.3, the Company may take any action contemplated under this Agreement as approved by the consent of the Members, such consent to be provided Members in writing, or by telephone or facsimile, if such telephone conversation or facsimile is followed by a written summary of the telephone conversation or facsimile communication sent by registered or certified mail, postage and charges prepaid, addressed as described in Section 13.1 15.1 hereof, or to such other address as such Person may from time to time specify by notice to the Members and the ManagerManagers.

Meetings of the Members. (a) Each Member shall from time to time designate a Person, and in the absence of such Person, an alternate Person, to service as its representative ("Representative") in any meeting of the Members, which designation shall be confirmed by such Member in writing to the other Members and the Manager by an officer duly authorized to bind such Member. The presence of, or vote or other action at a meeting of the Members, or the expression of consent or dissent in writing to action by the Company, by a Representative of a Member shall for all purposes constitute the presence of, or vote or action by, or written consent or dissent of, such Member. (b) Meetings of the Members may be called upon by the Manager, and shall be called by the Manager at the written request of Members or Representatives of Members who hold more than 25% of the Percentage Interests of all Members. Meetings of the Members shall be held at the Company's principal place of business or at any Manager or Memberother place designated by the Person calling the meeting. The call shall state the location Written notice of the meeting stating the time, place and the nature purpose of the business meeting, shall be served by the Manager either personally or by mail, not less than ten (10) days nor more than sixty (60) days before the meeting, upon each Member's Representative of record on the record date for the meeting. If the notice is given at the request of Representatives of any Members as provided in the first sentence of this Section 5.2(b), the notice shall indicate the names of the Members calling the meeting. If mailed, such notice shall be directed (i) to each Representative on the record date for such meeting at the Representative's address as it appears on the records of the Company, and (ii) to each Member of record on the record date for such meeting at its address as it appears on the records of the Company, unless such Member shall have previously filed with the Manager a written request that notices intended for it be transactedmailed to some other address, in which case it shall be mailed to the address designated in such request. Notice of any such meeting shall need not be given to all Members not less than one (1) Business Day nor more than thirty (30) days prior any Member who attends such meeting, in person or by proxy, or to any Member who, in person or by proxy, submits a signed waiver of notice to the date of Manager either before or after such meeting. Members may vote , unless a quorum was not present, in person, by proxy person or by telephone at such meeting and may waive advance notice of such meeting. Whenever the vote or consent of Members is permitted or required under this Agreementproxy, such vote or consent may be given at a meeting of the Members or may be given in accordance with the procedure prescribed in this Section 6.3. (b) Each Member may authorize any Person or Persons to act for it by proxy on all matters in which a Member is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Member or its attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy prior to its exercise shall be revocable at the pleasure of the Member executing itmeeting so adjourned. (c) Each The Members may fix a date, not exceeding sixty (60) days in advance, as the record date for the determination of Members entitled to receive notice of, and to vote at, any meeting of Members, or to consent to any proposal without a meeting, or for the purpose of determining Members entitled to receive pro rata distribution of any money or allotment of rights, or for any other purpose. If no record date is fixed, (i) the record date for the determination of Members shall be conducted by at the Member close of business on the day next preceding the day on which notice is given, or, if notice is waived, the day immediately preceding the day on which the meeting is held; (ii) the record date for determining Members entitled to express consent to action in writing without a meeting shall be at the close of business on the day on which the last written consent is filed with the Manager; and (iii) the record date for determining Members for any other purpose shall be at the close of business on the day on which the Members adopt the resolution relating thereto. When a determination of Members of record entitled to notice of or Manager calling to vote at any meeting of Members has been made as provided for herein, such determination shall apply to any adjournment thereof, unless the Members fix a new record date for the adjourned meeting. (d) Notwithstanding Except as otherwise provided in this Section 6.3Agreement, at any meeting of Members, the Company may take presence at the commencement of such meeting, in person or by proxy, of Representatives of a Majority of the Members on the record date for such meeting shall be necessary and sufficient to constitute a quorum for the transaction of any action contemplated under this Agreement as approved by business. The withdrawal of any Representative after the consent commencement of a meeting or an adjournment thereof shall have no effect on the existence of a quorum, once a quorum has been established at such meeting. Despite the absence of a quorum, the Members, by a majority of the votes cast (on a per capita basis) by Representatives entitled to vote thereon, may adjourn the meeting. At any such consent to adjourned meeting at which a quorum is present, any business may be transacted at the meeting as originally called if a quorum had been present, provided proper notice has been given in accordance with Section 5.1(b). (e) Except as otherwise provided in writingthis Agreement, one or more Representatives may participate in a meeting of the Members by means of conference telephone or facsimile, if such telephone conversation or facsimile is followed by similar communications equipment through which all Representatives participating in the meeting can hear each other. Participation in a written summary of meeting pursuant to this Section shall constitute presence in person at the telephone conversation or facsimile communication sent by registered or certified mail, postage and charges prepaid, addressed as described in Section 13.1 hereof, or to such other address as such Person may from time to time specify by notice to the Members and the Managermeeting.

Meetings of the Members. (a) Meetings of the Members may be called by the Managing Member and shall be called upon the written request of any Manager or Member. The call request shall state the location of the meeting and the nature of the business to be transacted. Notice Subject to other requirements specified herein regarding notice periods, notice of any such meeting shall be given to all Members not less than one (1) five Business Day Days nor more than thirty (30) days prior to the date of such meeting. Members may vote in person, by proxy or by telephone at such meeting and may waive advance notice of such meeting. Whenever the vote or consent of Members is permitted or required under this LLC Agreement, such vote or consent may be given at a meeting of the Members or may be given in accordance with the procedure prescribed in this Section 6.39.3. (b) For the purpose of determining the Members entitled to vote on, or to vote at, any meeting of the Members or any adjournment thereof, the Managing Member or the Member requesting such meeting may fix, in advance, a date as the record date for any such determination. Such date shall not be more than thirty days nor less than one Business Day before any such meeting. (c) Each Member may authorize any Person or Persons to act for it by proxy on all matters in which a the Member is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Member or its attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy prior to its exercise shall be revocable at the pleasure of the Member executing itit or as provided under the terms of such proxy. (cd) Each meeting of the Members shall be conducted by the Managing Member or Manager calling such other Person as the meeting. (d) Notwithstanding this Section 6.3, Managing Member may appoint pursuant to such rules for the Company may take any action contemplated under this Agreement as approved by the consent conduct of the Members, such consent to be provided in writing, meeting as the Managing Member or by telephone or facsimile, if such telephone conversation or facsimile is followed by a written summary of the telephone conversation or facsimile communication sent by registered or certified mail, postage and charges prepaid, addressed as described in Section 13.1 hereof, or to such other address as such Person may from time to time specify by notice to the Members and the Managerdeems appropriate.

Meetings of the Members. (a) (a) Meetings of the Members may be called by the Managing Member and shall be called upon the written request of any Manager or Member. The call notice shall state the location of the meeting and the nature of the business to be transacted. Notice Subject to other requirements specified herein regarding notice periods, notice of any such meeting shall be given to all Members not less than one (1) five Business Day Days nor more than thirty (30) days prior to the date of such meeting. Members may vote in person, by proxy or by telephone at such meeting and may waive advance notice of such meeting. Whenever the vote or consent of Members is permitted or required under this Garnet LLC Agreement, such vote or consent may be given at a meeting of the Members or may be given in accordance with the procedure prescribed in Section 9.3. Except as otherwise expressly provided in this Section 6.3Garnet LLC Agreement, the unanimous vote of the Members shall be required to constitute the act of the Members. (b) For the purpose of determining the Members entitled to vote on, or to vote at, any meeting of the Members or any adjournment thereof, the Managing Member or the Member requesting such meeting may fix, in advance, a date as the record date for any such determination. Such date shall not be more than thirty days nor less than one Business Day before any such meeting. (c) Each Member may authorize any Person or Persons to act for it by proxy on all matters in which a the Member is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Member or its attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy prior to its exercise shall be revocable at the pleasure of the Member executing itit or as provided under the terms of such proxy. (cd) Each meeting of the Members shall be conducted by the Managing Member or Manager calling such other Person as the meeting. (d) Notwithstanding this Section 6.3, Managing Member may appoint pursuant to such rules for the Company may take any action contemplated under this Agreement as approved by the consent conduct of the Members, such consent to be provided in writing, meeting as the Managing Member or by telephone or facsimile, if such telephone conversation or facsimile is followed by a written summary of the telephone conversation or facsimile communication sent by registered or certified mail, postage and charges prepaid, addressed as described in Section 13.1 hereof, or to such other address as such Person may from time to time specify by notice to the Members and the Manager.deems appropriate. Garnet LLC Agreement

Meetings of the Members. (a) Meetings of the Members may be called by the Board and shall be called by the Board upon the written request of any Manager or MemberMembers holding 10% of the Voting Units. The call shall state the location of the meeting and the nature of the business to be transacted. Notice of any such meeting shall be given to all Members not less than one (1) Business Day 14 days nor more than thirty (30) 50 days prior to the date of such meeting. Members may vote in person, person or by proxy or by telephone at such meeting and may waive advance notice of such meeting. Whenever the vote a vote, consent or consent approval of Members is permitted or required under this Agreement, such vote vote, consent or consent approval may be given at a meeting of the Members or may be given in accordance with the procedure prescribed in Section 7.2(e) hereof. Except as otherwise expressly provided in this Section 6.3Agreement, a vote by Members holding a majority of the Voting Units shall be required to constitute the act of the Members. (b) For the purpose of determining the Members entitled to vote on, or to vote at, any meeting of the Members or any adjournment thereof, the Board or the Members requesting such meeting may fix, in advance, a date as the record date for any such determination. Such date shall be not more than 50 days nor less than 14 days before any such meeting. (c) Each Member may authorize any Person or Persons to act for it by proxy on all matters in which a Member is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Member or its attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) 11 months from the date thereof unless otherwise provided in the proxy. Every proxy prior to its exercise shall be revocable at the pleasure of the Member executing it. (cd) Each meeting of the Members shall be conducted by the Member Board or Manager calling Members requesting such meeting or by such other Person that the meetingBoard or Members requesting such meeting may designate. (de) Notwithstanding Except as otherwise provided in this Section 6.3Agreement, the Company may take any action contemplated under this Agreement as of the Members may be taken without a meeting if (i) the Members holding not less than the minimum number of Voting Units that would be required to approve and adopt such action at a meeting consent to the action in writing, (ii) written notice (delivered in person or by facsimile) of the actions to be approved by such Members is given to all Members simultaneously, and (iii) the consent written consents are filed with the records of the meeting of the Members, such . Such actions by consent to shall be provided in writing, or by telephone or facsimile, if such telephone conversation or facsimile is followed by treated for all purposes as actions taken at a written summary of the telephone conversation or facsimile communication sent by registered or certified mail, postage and charges prepaid, addressed as described in Section 13.1 hereof, or to such other address as such Person may from time to time specify by notice to the Members and the Managermeeting.

Meetings of the Members. (a) Meetings of the either class of Members may be called upon by the written request of any Manager or MemberManager. The call shall state the location of the meeting and the nature of the business to be transacted. Notice of any such meeting shall be given to all Members not less than one (1) Business Day 7 days nor more than thirty (30) 50 days prior to the date of such meeting. Members may vote in person, person or by proxy or by telephone at such meeting and may waive advance notice of such meeting. Whenever the vote a vote, consent or consent approval of Members is permitted or required under this Agreement, such vote vote, consent or consent approval may be given at a meeting of the Members or may be given in accordance with the procedure prescribed in this Section 6.37.2(e) hereof. (b) For the purpose of determining the Members entitled to vote on, or to vote at, any meeting of the Members or any adjournment thereof, the Manager or the Members requesting such meeting may fix, in advance, a date as the record date for any such determination. Such date shall be not more than 50 days nor less than 7 days before any such meeting. (c) Each Member may authorize any Person or Persons to act for it by proxy on all matters in which a Member is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Member or its attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) 11 months from the date thereof unless otherwise provided in the proxy. Every proxy prior to its exercise shall be revocable at the pleasure of the Member executing it. (cd) Each meeting of the Members shall be conducted by the Member Manager or Members requesting such meeting or by such other Person that the Manager calling the meetingor Members requesting such meeting may designate. (de) Notwithstanding Except as otherwise provided in this Section 6.3Agreement, the Company may take any action contemplated under this Agreement as of the Members may be taken without a meeting if (i) The Members holding not less than the minimum number of Units of each class that would be required to approve and adopt such action at a meeting consent to the action in writing, (ii) Written notice (delivered in person or by facsimile) of the actions to be approved by such Members is given to all Members simultaneously, and (iii) The written consents are filed with the consent records of the meetings of the Members, such . Such actions by consent to shall be provided in writing, or by telephone or facsimile, if such telephone conversation or facsimile is followed by treated for all purposes as actions taken at a written summary of the telephone conversation or facsimile communication sent by registered or certified mail, postage and charges prepaid, addressed as described in Section 13.1 hereof, or to such other address as such Person may from time to time specify by notice to the Members and the Managermeeting.

Meetings of the Members. (a) Meetings of the Members may be called by the Manager and shall be called upon the receipt by the Manager of a written request by Members holding 20% or more of any Manager or Memberthe Class A Units. The call request shall state the location of the meeting and the nature of the business to be transacted. Notice of any such meeting shall be given to all Members not less than one (1) Business Day seven days nor more than thirty (30) 30 days prior to the date of such meeting. Members may vote in person, person or by proxy or by telephone at such meeting and may waive advance notice of such meeting. Whenever the vote or consent of Members is permitted or required under Except as otherwise expressly provided in this Agreement, such vote the consent of holders of a majority of the Percentage Interests held by Members shall control. (b) Any action required or consent may permitted to be given taken at a meeting of the Members or may be given taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Members (or such other percentage as is expressly required by this Agreement). Such consent may be in accordance one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Members (or such other percentage as is expressly required by this Agreement). Such consent shall be filed with the procedure prescribed in this Section 6.3Manager. An action so taken shall be deemed to have been taken at a meeting held on the effective date so certified. (bc) Each Member may authorize any Person or Persons to act for it him by proxy on all matters in which a Member is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Member or his or its attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) 11 months from the date thereof unless otherwise provided in the proxy. Every proxy prior to its exercise shall be revocable at the pleasure of the Member executing it, such revocation to be effective upon the Company’s receipt of written notice of such revocation from the Member executing such proxy. (cd) Each meeting of the Members shall be conducted by the Member Manager or such other Person as the Manager calling may appoint pursuant to such rules for the meeting. (d) Notwithstanding this Section 6.3, the Company may take any action contemplated under this Agreement as approved by the consent conduct of the Membersmeeting as the Manager or such other Person deems appropriate. Without limitation, such consent to meetings of Members may be provided conducted in writing, or by telephone or facsimile, if such telephone conversation or facsimile is followed by a written summary the same manner as meetings of the telephone conversation or facsimile communication sent by registered or certified mailunitholders of NHT and may be held at the same time, postage and charges prepaidas part of, addressed as described in Section 13.1 hereof, or to such other address as such Person may from time to time specify by notice to meetings of the Members and the Managerunitholders of NHT.