Common use of Member Meetings Clause in Contracts

Member Meetings. (a) All acts of Members to be taken hereunder shall be taken in the manner provided in this Article XI. An annual meeting of the Members for the election of Directors and for the transaction of such other business as may properly come before the meeting shall be held at such time and place as the Board of Directors shall specify, which date shall be within 13 months of the last annual meeting of Members. If authorized by the Board of Directors, and subject to such guidelines and procedures as the Board of Directors may adopt, Members and proxyholders not physically present at a meeting of Members may by means of remote communication participate in such meeting and be deemed present in person and vote at such meeting, provided that the Company shall implement reasonable measures to verify that each Person deemed present and permitted to vote at the meeting by means of remote communication is a Member or proxyholder, to provide such Members or proxyholders a reasonable opportunity to participate in the meeting and to record the votes or other action made by such Members or proxyholders. (b) A failure to hold the annual meeting of the Members at the designated time or to elect a sufficient number of Directors to conduct the business of the Company shall not affect otherwise valid acts of the Company or work a forfeiture or dissolution of the Company. If the annual meeting for election of Directors is not held on the date designated therefor, the Directors shall cause the meeting to be held as soon as is convenient. If there is a failure to hold the annual meeting for a period of 30 days after the date designated for the annual meeting, or if no date has been designated, for a period of 13 months after the latest to occur of the date of this Agreement or its last annual meeting, it is the intent of the parties that the Delaware Court of Chancery may summarily order a meeting to be held upon the application of any Member or Director. A majority of the Outstanding Voting Shares present at such meeting, either in person or by proxy, and entitled to vote thereat, shall constitute a quorum for the purpose of such meeting, notwithstanding any provision of this Agreement to the contrary. The Delaware Court of Chancery may issue such orders as may be appropriate, including orders designating the time and place of such meeting, the record date for determination of Members entitled to vote, and the form of notice of such meeting. (c) All elections of Directors will be by written ballots; if authorized by the Board of Directors, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be reasonably determined that the electronic transmission was authorized by the Member or proxyholder. (d) Special meetings of the Members may be called only by a majority of the Board of Directors. No Members or group of Members, acting in its or their capacity as Members, shall have the right to call a special meeting of the Members, except that if any Principals (together with their respective Permitted Transferees) collectively own Outstanding Voting Shares that represent a Share Majority, such Principals may call a special meeting of the Members.

Member Meetings. (a) All acts of Members to be taken hereunder shall be taken in the manner provided in this Article XIXII. An annual meeting Meetings of the Members holding any class or series of Units may be called only by a majority of the Board of Directors, or with respect to holders of Voting Preferred Units, as provided in the Unit Designation relating to such Voting Preferred Units. For the avoidance of doubt, the Class A Units and Class B Units shall not constitute separate classes for the election of Directors and for the transaction of such other business as may properly come before the this purpose. A meeting shall be held at such a time and place as determined by the Board of Directors shall specifyin its sole discretion on a date not less than 10 calendar days nor more than 60 calendar days after the mailing of notice of the meeting. (b) In the event that Permitted Oaktree Holders collectively hold less than 10% of the issued and outstanding Oaktree Operating Group Units, which date all elections of Directors shall be within 13 months by written ballots. Unless otherwise provided by resolution of the last annual meeting of Members. If authorized by the Board of Directors, and subject to such guidelines and procedures as the Board requirement of Directors a written ballot may adoptbe satisfied by a ballot submitted by electronic transmission; provided, Members and proxyholders not physically present at a meeting of Members may by means of remote communication participate in that any such meeting and electronic transmission must either set forth or be deemed present in person and vote at such meeting, provided submitted with information from which it can be reasonably determined that the Company shall implement reasonable measures to verify that each Person deemed present and permitted to vote at electronic transmission was authorized by the meeting by means of remote communication is a Member or proxyholder, to provide such Members or proxyholders a reasonable opportunity to participate in the meeting and to record the votes or other action made by such Members or proxyholders. (bc) A failure to For so long as Permitted Oaktree Holders collectively hold the annual meeting 10% or more of the Members at the designated time or to elect a sufficient number of Directors to conduct the business of issued and outstanding Oaktree Operating Group Units, the Company shall not affect be required to have an annual meeting unless otherwise valid acts required by applicable Law. In the event that Permitted Oaktree Holders collectively hold less than 10% of the Company or work a forfeiture or dissolution of the Company. If issued and outstanding Oaktree Operating Group Units and the annual meeting for election of Directors is not held on the date designated therefor, the Directors shall cause the meeting to be held as soon as is convenient. If there is a failure to hold the annual meeting for a period of 30 days after the date designated for the annual meeting, or if no date has been designated, for a period of 13 months after the latest to occur of the date of this Agreement or its last annual meeting, it is the intent of the parties that the Delaware Court of Chancery may summarily order a no annual meeting to be held upon for that year. In such situations, the application Board of any Member or Director. A majority of Directors will cause the Outstanding Voting Shares present at such meeting, either in person or by proxy, and Company to provide notice to all Members entitled to vote thereat, shall constitute a quorum for in the purpose election of such meeting, notwithstanding any provision of this Agreement Directors as to the contrary. The Delaware Court of Chancery may issue such orders as may manner in which the election shall be appropriate, including orders designating the time and place of such meeting, the record date for determination of Members entitled to vote, conducted and the form of notice of procedure that such meeting. (c) All elections of Directors will be by written ballots; if authorized by Member must comply with in order to vote in the Board election of Directors, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be reasonably determined that the electronic transmission was authorized by the Member or proxyholder. (d) Special meetings of the Members may be called only by a majority of the Board of Directors. No Members or group of Members, acting in its or their capacity as Members, shall have the right to call a special meeting of the Members, except that if any Principals (together with their respective Permitted Transferees) collectively own Outstanding Voting Shares that represent a Share Majority, such Principals may call a special meeting of the Members.

Member Meetings. (a) All acts of Members to be taken hereunder shall be taken in the manner provided in this Article XI. An annual meeting of the Members for the election of Directors and for the transaction of such other business as may properly come before the meeting shall be held at such time and place as the Board of Directors shall specify, which date shall be within 13 months of the last annual meeting of Members. If authorized by the Board of Directors, and subject to such guidelines and procedures as the Board of Directors may adopt, Members and proxyholders not physically present at a meeting of Members may by means of remote communication participate in such meeting and be deemed present in person and vote at such meeting, provided that the Company shall implement reasonable measures to verify that each Person deemed present and permitted to vote at the meeting by means of remote communication is a Member or proxyholder, to provide such Members or proxyholders a reasonable opportunity to participate in the meeting and to record the votes or other action made by such Members or proxyholders. (b) A failure to hold the annual meeting of the Members at the designated time or to elect a sufficient number of Directors to conduct the business of the Company shall not affect otherwise valid acts of the Company or work a forfeiture or dissolution of the Company. If the annual meeting for election of Directors is not held on the date designated therefor, the Directors shall cause the meeting to be held as soon as is convenient. If there is a failure to hold the annual meeting for a period of 30 days after the date designated for the annual meeting, or if no date has been designated, for a period of 13 18 months after the latest to occur of the date of this Agreement or its last annual meeting, it is the intent of the parties that the Delaware Court of Chancery may summarily order a meeting to be held upon the application of any Member or Director. A majority of the Outstanding Voting Shares present at such meeting, either in person or by proxy, and entitled to vote thereat, shall constitute a quorum for the purpose of such meeting, notwithstanding any provision of this Agreement to the contrary. The Delaware Court of Chancery may issue such orders as may be appropriate, including orders designating the time and place of such meeting, the record date for determination of Members entitled to vote, and the form of notice of such meeting. (c) All elections of Directors will be by written ballots; if authorized by the Board of Directors, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be reasonably determined that the electronic transmission was authorized by the Member or proxyholder. (d) Special meetings of the Members may be called only by the Chairman of the Board or a majority of the Board of DirectorsDirectors or a committee of the Board of Directors that has been duly designated by the Board of Directors and whose powers include the authority to call such meetings. No Members or group of Members, acting in its or their capacity as Members, shall have the right to call a special meeting of the Members, except that if any Principals (together with Consenting Entities or their respective Permitted Transferees) Affiliates collectively own Outstanding Voting Shares that represent a Share Majority, such Principals Consenting Entities may call a special meeting of the Members.

Member Meetings. (a) All acts of Members to be taken hereunder shall be taken in the manner provided in this Article XI. An annual meeting of the Common Members for the election of Directors and for the transaction of such other business as may properly come before the meeting shall be held at such time and place as the Board of Directors shall specify, which date shall be within 13 months of the last annual meeting of Common Members. If authorized by the Board of Directors, and subject to such guidelines and procedures as the Board of Directors may adopt, Members and proxyholders not physically present at a meeting of Members may by means of remote communication participate in such meeting and be deemed present in person and vote at such meeting, provided that the Company shall implement reasonable measures to verify that each Person deemed present and permitted to vote at the meeting by means of remote communication is a Member or proxyholder, to provide such Members or proxyholders a reasonable opportunity to participate in the meeting and to record the votes or other action made by such Members or proxyholders. (b) A failure to hold the annual meeting of the Common Members at the designated time or to elect a sufficient number of Directors to conduct the business of the Company shall not affect otherwise valid acts of the Company or work a forfeiture or dissolution of the Company. If the annual meeting for election of Directors is not held on the date designated therefor, the Directors shall cause the meeting to be held as soon as is convenient. If there is a failure to hold the annual meeting for a period of 30 days after the date designated for the annual meeting, or if no date has been designated, for a period of 13 months after the latest to occur of the date of this Agreement or its last annual meeting, it is the intent of the parties that the Delaware Court of Chancery may summarily order a meeting to be held upon the application of any Member or Director. A majority of the Outstanding Voting Shares present at such meeting, either in person or by proxy, and entitled to vote thereat, shall constitute a quorum for the purpose of such meeting, notwithstanding any provision of this Agreement to the contrary. The Delaware Court of Chancery may issue such orders as may be appropriate, including orders designating the time and place of such meeting, the record date for determination of Members entitled to vote, and the form of notice of such meeting. (c) All elections of Directors will be by written ballots; if authorized by the Board of Directors, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be reasonably determined that the electronic transmission was authorized by the Member or proxyholder. (d) Special meetings of the Members may be called only at any time by either (i) the Chairman of the Board, if there be one, or (ii) the Chief Executive Officer, if there be one, and shall be called by any such officer at the request in writing of (i) the Board of Directors (including a majority thereof) or (ii) a committee of the Board of DirectorsDirectors that has been duly designated by the Board of Directors and whose powers include the authority to call such meetings. No Members or group of Members, acting in its or their capacity as Members, shall have the right to call a special meeting of the Members, except that if any Principals (together with their respective Permitted Transferees) collectively own Outstanding Voting Shares that represent a Share Majority, such Principals may call a special meeting of the Members.

Member Meetings. (a) All acts of Members to be taken hereunder shall be taken in the manner provided in this Article XIXIV. An annual meeting of the Members for the election of Directors and for the transaction of such other business as may properly come before the meeting shall be held at such time and place as the Board of Directors shall specify, which date shall be within 13 months specify in a resolution of the last annual meeting of MembersBoard. If authorized by the Board of DirectorsBoard, and subject to such guidelines and procedures as the Board of Directors may adopt, Members and proxyholders not physically present at a meeting of Members may by means of remote communication participate in such meeting and be deemed present in person and vote at such meeting, provided that the Company shall implement reasonable measures to verify that each Person deemed present and permitted to vote at the meeting by means of remote communication is a Member or proxyholder, to provide such Members or proxyholders a reasonable opportunity to participate in the meeting meeting, and to record the votes or other action made by such Members or proxyholders. (b) A failure to hold the annual meeting of the Members at the designated time or to elect a sufficient number of Directors to conduct the business of the Company shall not affect otherwise valid acts of the Company or work a forfeiture or dissolution of the Company. If the annual meeting for election of Directors is not held on the date designated therefor, the Directors shall cause the meeting to be held as soon as is convenient. If there is a failure to hold the annual meeting for a period of 30 days after the date designated for the annual meeting, or if no date has been designated, for a period of 13 months after the latest to occur of the date of this Agreement or its the Company’s last annual meeting, it is the intent of the parties that the Delaware Court of Chancery may summarily order a meeting to be held upon the application of any Member or Director. A majority of the Outstanding Voting Shares present at such meeting, either in person or by proxy, and entitled to vote thereat, shall constitute a quorum for the purpose of such meeting, notwithstanding any provision of this Agreement to the contrary. The Delaware Court of Chancery may issue such orders as may be appropriate, including orders designating the time and place of such meeting, the record date for determination of Members entitled to vote, and the form of notice of such meeting. (c) All elections of Directors will be by written ballots; ballots; if authorized by the Board of DirectorsBoard, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be reasonably determined that the electronic transmission was authorized by the Member or proxyholder. (d) Special meetings of Members of the Members Company may be called only by the Board pursuant to a resolution adopted by the affirmative vote of a majority of the Board whole Board; provided that prior to the Trigger Event, special meetings of Directorsthe Members may also be called by the Secretary of the Company at the request of the Record Holders of a majority of the Outstanding Voting Shares. No On and after the Trigger Event, subject to the rights of holders of any class or series of Shares specified in the related Share Designation, the Members or group of Members, acting in its or their capacity as Members, shall not have the right power to call or request a special meeting of the Members. The Board or a designee authorized by the Board may fix the date, except that time and place, if any, of any Principals (together with their respective Permitted Transferees) collectively own special meeting. The Board or, in the case of a meeting called at the request of the Record Holders of a majority of the Outstanding Voting Shares that represent a Share MajorityShares, the Secretary of the Company at the request of such Principals holders, may call a adjourn, reschedule, postpone or cancel any special meeting of the MembersMembers previously scheduled by or on behalf of the Board.

Member Meetings. (a) All acts of Members to be taken hereunder shall be taken in the manner provided in this Article XI. Meetings of the Members for the election of Directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors. (b) An annual meeting of the Members for the election of Directors and for the transaction of such other business as may properly come before the meeting shall be held at such time and place as the Board of Directors shall specify, which date shall be within 13 months of the last annual meeting of Members. If authorized by the Board of Directors, and subject to such guidelines and procedures as the Board of Directors may adopt, Members and proxyholders not physically present at a meeting of Members may by means of remote communication participate in such meeting and be deemed present in person and vote at such meeting, provided that the Company shall implement reasonable measures to verify that each Person deemed present and permitted to vote at the meeting by means of remote communication is a Member or proxyholder, to provide such Members or proxyholders a reasonable opportunity to participate in the meeting and to record the votes or other action made by such Members or proxyholders. (bc) A failure to hold the annual meeting of the Members at the designated time or to elect a sufficient number of Directors to conduct the business of the Company shall not affect otherwise valid acts of the Company or work a forfeiture or dissolution of the Company. If the annual meeting for election of Directors is not held on the date designated therefor, the Directors shall cause the meeting to be held as soon as is convenient. If there is a failure to hold the annual meeting for a period of 30 thirty (30) days after the date designated for the annual meeting, or if no date has been designated, for a period designated (i) in the case of 13 months the first annual meeting after the latest to occur of the date of this Agreement Agreement, no later than December 31, 2019, or its (ii) in the case of any subsequent annual meeting, within thirteen (13) months after the date of the last annual meeting, it is the intent of the parties that the Delaware Court of Chancery may summarily order a meeting to be held upon the application of any Member or Director. A The presence at a meeting of holders of a majority of the Outstanding Voting Shares present entitled to vote at such meeting, either in person or by proxy, and entitled to vote thereat, shall constitute a quorum for the purpose of such meeting, notwithstanding any provision of this Agreement to the contrary. The Delaware Court of Chancery may issue such orders as may be appropriate, including orders designating the time and place of such meeting, the record date Record Date for determination of Members entitled to vote, and the form of notice of such meeting. (cd) All elections The Board of Directors will be Directors, in its discretion, or the Officer presiding at a meeting of Members, in such Officer’s discretion, may require that any votes cast at such meeting shall by cast by written ballots; if authorized . (e) Unless otherwise required by Law, special meetings of Members, for any purpose or purposes, may be called by either the Chairman of the Board of Directors, such requirement of a written ballot if there be one, or the President, and shall be satisfied called by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth Officer at the request in writing of (i) holders of at least a Share Majority, (ii) the Board of Directors or be submitted with information from which it can be reasonably determined that the electronic transmission was authorized by the Member or proxyholder. (diii) Special meetings of the Members may be called only by a majority committee of the Board of Directors. No Members or group Directors that has been duly designated by the Board of Members, acting in its or their capacity as Members, shall have Directors and has been authorized by the right Board Directors to call such meetings. Such request shall state the purpose or purposes of the proposed meeting. At a special meeting of the Members, except that if only such business shall be conducted as shall be specified in the notice of meeting (or any Principals (together with their respective Permitted Transferees) collectively own Outstanding Voting Shares that represent a Share Majority, such Principals may call a special meeting of the Memberssupplement thereto).

Member Meetings. (a) All acts of Members to be taken hereunder shall be taken in the manner provided in this Article XIXIV. An annual meeting of the Members for the election of Directors and for the transaction of such other business as may properly come before the meeting shall be held at such time and place as the Board of Directors shall specify, which date shall be within 13 months specify in a resolution of the last annual meeting Board of MembersDirectors. If authorized by the Board of Directors, and subject to such guidelines and procedures as the Board of Directors may adopt, Members and proxyholders not physically present at a meeting of Members may by means of remote communication participate in such meeting and be deemed present in person and vote at such meeting, provided that the Company shall implement reasonable measures to verify that each Person deemed present and permitted to vote at the meeting by means of remote communication is a Member or proxyholder, to provide such Members or proxyholders a reasonable opportunity to participate in the meeting meeting, and to record the votes or other action made by such Members or proxyholders. (b) A failure to hold the annual meeting of the Members at the designated time or to elect a sufficient number of Directors to conduct the business of the Company shall not affect otherwise valid acts of the Company or work a forfeiture or dissolution of the Company. If the annual meeting for election of Directors is not held on the date designated therefor, the Directors shall cause the meeting to be held as soon as is convenient. If there is a failure to hold the annual meeting for a period of 30 days after the date designated for the annual meeting, or if no date has been designated, for a period of 13 months after the latest to occur of the date of this Agreement or its the Company’s last annual meeting, it is the intent of the parties that the Delaware Court of Chancery may summarily order a meeting to be held upon the application of any Member or Director. A majority of the Outstanding Voting Shares present at such meeting, either in person or by proxy, and entitled to vote thereat, shall constitute a quorum for the purpose of such meeting, notwithstanding any provision of this Agreement to the contrary. The Delaware Court of Chancery may issue such orders as may be appropriate, including orders designating the time and place of such meeting, the record date for determination of Members entitled to vote, and the form of notice of such meeting. (c) All elections of Directors will be by written ballots; if authorized by the Board of Directors, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be reasonably determined that the electronic transmission was authorized by the Member or proxyholder. (d) Special meetings of Members of the Members Company may be called only by the Board of Directors pursuant to a resolution adopted by the affirmative vote of a majority of the whole Board of Directors; provided, however, that prior to the Trigger Event, special meetings of the Members may also be called by the Secretary of the Company at the request of the Record Holders of a majority of the Outstanding Voting Shares. No On and after the Trigger Event, subject to the rights of holders of any class or series of Shares specified in the related Share Designation, the Members or group of Members, acting in its or their capacity as Members, shall not have the right power to call or request a special meeting of the Members. The Board of Directors or a designee authorized by the Board of Directors may fix the date, except that time and place, if any, of any Principals (together with their respective Permitted Transferees) collectively own special meeting. The Board of Directors or, in the case of a meeting called at the request of the Record Holders of a majority of the Outstanding Voting Shares that represent a Share MajorityShares, the Secretary of the Company at the request of such Principals holders, may call a adjourn, reschedule, postpone or cancel any special meeting of the MembersMembers previously scheduled by or on behalf of the Board of Directors.

Member Meetings. (a) All acts of Members to be taken hereunder shall be taken in the manner provided in this Article XIXII. An annual meeting Meetings of the Members holding any class or series of Units may be called only by a majority of the Board of Directors. For the avoidance of doubt, the Class A Units and Class B Units shall not constitute separate classes for the election of Directors and for the transaction of such other business as may properly come before the this purpose. A meeting shall be held at such a time and place as determined by the Board of Directors shall specifyin its sole discretion on a date not less than 10 calendar days nor more than 60 calendar days after the mailing of notice of the meeting. (b) In the event that Permitted Oaktree Holders collectively hold less than 20% of the issued and outstanding Oaktree Operating Group Units, which date all elections of Directors shall be within 13 months by written ballots. Unless otherwise provided by resolution of the last annual meeting of Members. If authorized by the Board of Directors, and subject to such guidelines and procedures as the Board requirement of Directors a written ballot may adoptbe satisfied by a ballot submitted by electronic transmission; provided, Members and proxyholders not physically present at a meeting of Members may by means of remote communication participate in that any such meeting and electronic transmission must either set forth or be deemed present in person and vote at such meeting, provided submitted with information from which it can be reasonably determined that the Company shall implement reasonable measures to verify that each Person deemed present and permitted to vote at electronic transmission was authorized by the meeting by means of remote communication is a Member or proxyholder, to provide such Members or proxyholders a reasonable opportunity to participate in the meeting and to record the votes or other action made by such Members or proxyholders. (bc) A failure to For so long as Permitted Oaktree Holders collectively hold the annual meeting 20% or more of the Members at the designated time or to elect a sufficient number of Directors to conduct the business of issued and outstanding Oaktree Operating Group Units, the Company shall not affect be required to have an annual meeting unless otherwise valid acts required by applicable Law. In the event that Permitted Oaktree Holders collectively hold less than 20% of the Company or work a forfeiture or dissolution of the Company. If issued and outstanding Oaktree Operating Group Units and the annual meeting for election of Directors is not held on the date designated therefor, the Directors shall cause the meeting to be held as soon as is convenient. If there is a failure to hold the annual meeting for a period of 30 days after the date designated for the annual meeting, or if no date has been designated, for a period of 13 months after the latest to occur of the date of this Agreement or its last annual meeting, it is the intent of the parties that the Delaware Court of Chancery may summarily order a no annual meeting to be held upon for that year. In such situations, the application Board of any Member or Director. A majority of Directors will cause the Outstanding Voting Shares present at such meeting, either in person or by proxy, and Company to provide notice to all Members entitled to vote thereat, shall constitute a quorum for in the purpose election of such meeting, notwithstanding any provision of this Agreement Directors as to the contrary. The Delaware Court of Chancery may issue such orders as may manner in which the election shall be appropriate, including orders designating the time and place of such meeting, the record date for determination of Members entitled to vote, conducted and the form of notice of procedure that such meeting. (c) All elections of Directors will be by written ballots; if authorized by Member must comply with in order to vote in the Board election of Directors, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be reasonably determined that the electronic transmission was authorized by the Member or proxyholder. (d) Special meetings of the Members may be called only by a majority of the Board of Directors. No Members or group of Members, acting in its or their capacity as Members, shall have the right to call a special meeting of the Members, except that if any Principals (together with their respective Permitted Transferees) collectively own Outstanding Voting Shares that represent a Share Majority, such Principals may call a special meeting of the Members.

Member Meetings. (a) All acts of Members to be taken hereunder shall be taken in the manner provided in this Article XIXII. An annual meeting of the Members for the election of Directors and for the transaction of such other business as may properly come before the meeting shall be held at such time and place as the Board of Directors shall specify, which date shall be within 13 months of the last annual meeting of Members. If authorized by the Board of Directors, and subject to such guidelines and procedures as the Board of Directors may adopt, Members and proxyholders not physically present at a meeting of Members may by means of remote communication participate in such meeting and be deemed present in person and vote at such meeting, provided that the Company shall implement reasonable measures to verify that each Person deemed present and permitted to vote at the meeting by means of remote communication is a Member or proxyholder, to provide such Members or proxyholders a reasonable opportunity to participate in the meeting and to record the votes or other action made by such Members or proxyholders. (b) A failure to hold the annual meeting of the Members at the designated time or to elect a sufficient number of Directors to conduct the business of the Company shall not affect otherwise valid acts of the Company or work result in a forfeiture or dissolution of the Company. If the annual meeting for election of Directors is not held on the date designated therefor, the Directors shall cause the meeting to be held as soon as is convenient. If there is a failure to hold the annual meeting for a period of 30 days after the date designated for the annual meeting, or if no date has been designated, for a period of 13 months after the latest to occur of the date of this Agreement or its last annual meeting, it is the intent of the parties that the Delaware Court of Chancery may summarily order a meeting to be held upon the application of any Member or Director. A majority of the Outstanding Voting Shares present at such meeting, either in person or by proxy, and entitled to vote thereat, shall constitute a quorum for the purpose of such meeting, notwithstanding any provision of this Agreement to the contrary. The Delaware Court of Chancery may issue such orders as may be appropriate, including orders designating the time and place of such meeting, the record date for determination of Members entitled to vote, and the form of notice of such meeting. (c) All elections of Directors will be by written ballots; if authorized by the Board of Directors, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be reasonably determined that the electronic transmission was authorized by the Member or proxyholder. (d) Special meetings of the Members may be called only by a majority of the Board of Directors. No Members or group of Members, acting in its or their capacity as Members, shall have the right to call a special meeting of the Members, except that if any Principals (together with their respective Permitted Transferees) Class B Shareholders collectively own a majority of Outstanding Voting Shares that represent a Share MajorityShares, such Principals Class B Shareholders (or their designee, including the Class B Shareholder Committee) may call a special meeting of the Members.

Member Meetings. (a) All acts of Members to be taken hereunder shall be taken in the manner provided in this Article XIXII. An annual meeting Meetings of the Members holding any class or series of Units may be called only by a majority of the Board of Directors. For the avoidance of doubt, the Class A Units and Class B Units shall not constitute separate classes for the election of Directors and for the transaction of such other business as may properly come before the this purpose. A meeting shall be held at such a time and place as determined by the Board of Directors shall specifyin its sole discretion on a date not less than 10 calendar days nor more than 60 calendar days after the mailing of notice of the meeting. (b) In the event that Permitted Oaktree Holders collectively hold less than 10% of the issued and outstanding Oaktree Operating Group Units, which date all elections of Directors shall be within 13 months by written ballots. Unless otherwise provided by resolution of the last annual meeting of Members. If authorized by the Board of Directors, and subject to such guidelines and procedures as the Board requirement of Directors a written ballot may adoptbe satisfied by a ballot submitted by electronic transmission; provided, Members and proxyholders not physically present at a meeting of Members may by means of remote communication participate in that any such meeting and electronic transmission must either set forth or be deemed present in person and vote at such meeting, provided submitted with information from which it can be reasonably determined that the Company shall implement reasonable measures to verify that each Person deemed present and permitted to vote at electronic transmission was authorized by the meeting by means of remote communication is a Member or proxyholder, to provide such Members or proxyholders a reasonable opportunity to participate in the meeting and to record the votes or other action made by such Members or proxyholders. (bc) A failure to For so long as Permitted Oaktree Holders collectively hold the annual meeting 10% or more of the Members at the designated time or to elect a sufficient number of Directors to conduct the business of issued and outstanding Oaktree Operating Group Units, the Company shall not affect be required to have an annual meeting unless otherwise valid acts required by applicable Law. In the event that Permitted Oaktree Holders collectively hold less than 10% of the Company or work a forfeiture or dissolution of the Company. If issued and outstanding Oaktree Operating Group Units and the annual meeting for election of Directors is not held on the date designated therefor, the Directors shall cause the meeting to be held as soon as is convenient. If there is a failure to hold the annual meeting for a period of 30 days after the date designated for the annual meeting, or if no date has been designated, for a period of 13 months after the latest to occur of the date of this Agreement Offering Date or its last annual meeting, it is the intent of the parties that the Delaware Court of Chancery may summarily order a no annual meeting to be held upon for that year. In such situations, the application Board of any Member or Director. A majority of Directors will cause the Outstanding Voting Shares present at such meeting, either in person or by proxy, and Company to provide notice to all Members entitled to vote thereat, shall constitute a quorum for in the purpose election of such meeting, notwithstanding any provision of this Agreement Directors as to the contrary. The Delaware Court of Chancery may issue such orders as may manner in which the election shall be appropriate, including orders designating the time and place of such meeting, the record date for determination of Members entitled to vote, conducted and the form of notice of procedure that such meeting. (c) All elections of Directors will be by written ballots; if authorized by Member must comply with in order to vote in the Board election of Directors, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be reasonably determined that the electronic transmission was authorized by the Member or proxyholder. (d) Special meetings of the Members may be called only by a majority of the Board of Directors. No Members or group of Members, acting in its or their capacity as Members, shall have the right to call a special meeting of the Members, except that if any Principals (together with their respective Permitted Transferees) collectively own Outstanding Voting Shares that represent a Share Majority, such Principals may call a special meeting of the Members.

Member Meetings. (a) All acts of Members (other than the Manager) to be taken hereunder shall be taken in the manner provided in this Article XIXII. An annual meeting The Manager may, in its sole discretion, call meetings of the Members for the election of Directors and for the transaction of such other business as may properly come before the meeting shall be held business, at such time and place as the Board of Directors Manager shall specify, which date shall be within 13 months of the last annual meeting of Members. If authorized by the Board of Directors, and subject to such guidelines and procedures as the Board of Directors may adopt, Members and proxyholders not physically present at a meeting of Members may by means of remote communication participate in such meeting and be deemed present in person and vote at such meeting, provided that the Company shall implement reasonable measures to verify that each Person deemed present and permitted to vote at the meeting by means of remote communication is a Member or proxyholder, to provide such Members or proxyholders a reasonable opportunity to participate in the meeting and to record the votes or other action made by such Members or proxyholders. (b) A failure to hold the annual a meeting of the Members at the a designated time or to elect a sufficient number of Directors to conduct the business of the Company shall not affect otherwise valid acts of the Company or work a forfeiture or dissolution of the Company. If . (c) In the event that the Apollo Group Beneficially Owns less than 10% of the Voting Power of the Company and the annual meeting for election of Directors is not held on the date designated therefor, the Directors shall cause the meeting to be held as soon as is convenient. If there is a failure to hold the annual meeting for a period of 30 days after the date designated for the annual meeting, or if no date has been designated, for a period of 13 months after the latest to occur of the date of this Agreement or its last annual meeting, it is the intent of the parties that the Delaware Court of Chancery may summarily order a no annual meeting to be held upon for that year. In such situations, the application of any Member or Director. A majority of the Outstanding Voting Shares present at such meeting, either in person or by proxy, and Manager will provide notice to all Members entitled to vote thereat, shall constitute a quorum for in the purpose election of such meeting, notwithstanding any provision of this Agreement Directors as to the contrary. The Delaware Court of Chancery may issue such orders as may manner in which the election shall be appropriate, including orders designating the time and place of such meeting, the record date for determination of Members entitled to vote, conducted and the form procedure that such Member must comply with in order to vote in the election of notice of such meetingDirectors. (cd) All In the event that the Apollo Group Beneficially Owns less than 10% of the Voting Power of the Company, all elections of Directors will be by written ballots; if authorized by the Board of DirectorsBoard, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be reasonably determined that the electronic transmission was authorized by the Member or proxyholder. (de) Special meetings of the Members may only be called only by either the Manager or the holders of a majority of the Board of Directors. No Members or group of Members, acting in its or their capacity as Members, shall have the right to call a special meeting Voting Power of the Members, except that if any Principals (together with their respective Permitted Transferees) collectively own Outstanding Voting Shares that represent a Share Majority, such Principals may call a special meeting of the MembersCompany.

Member Meetings. (a) All acts of Members to be taken hereunder shall be taken in the manner provided in this Article XI. An annual meeting of the Members for the election of Directors and for the transaction of such other business as may properly come before the meeting shall be held at such time and place as the Board of Directors shall specify, which date shall be within 13 months of the last annual meeting of Members. If authorized by the Board of Directors, and subject to such guidelines and procedures as the Board of Directors may adopt, Members and proxyholders not physically present at a meeting of Members may by means of remote communication participate in such meeting and be deemed present in person and vote at such meeting, provided that the Company shall implement reasonable measures to verify that each Person deemed present and permitted to vote at the meeting by means of remote communication is a Member or proxyholder, to provide such Members or proxyholders a reasonable opportunity to participate in the meeting and to record the votes or other action made by such Members or proxyholders. (b) A failure to hold the annual meeting of the Members at the designated time or to elect a sufficient number of Directors to conduct the business of the Company shall not affect otherwise valid acts of the Company or work a forfeiture or dissolution of the Company. If the annual meeting for election of Directors is not held on the date designated therefor, the Directors shall cause the meeting to be held as soon as is convenient. If there is a failure to hold the annual meeting for a period of 30 days after the date designated for the annual meeting, or if no date has been designated, for a period of 13 months after the latest to occur of the date of this Agreement or its last annual meeting, it is the intent of the parties that the Delaware Court of Chancery may summarily order a meeting to be held upon the application of any Member or Director. A majority of the Outstanding Voting Shares present at such meeting, either in person or by proxy, and entitled to vote thereat, shall constitute a quorum for the purpose of such meeting, notwithstanding any provision of this Agreement to the contrary. The Delaware Court of Chancery may issue such orders as may be appropriate, including orders designating the time and place of such meeting, the record date for determination of Members entitled to vote, and the form of notice of such meeting. (c) All elections of Directors will be by written ballots; if authorized by the Board of Directors, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be reasonably determined that the electronic transmission was authorized by the Member or proxyholder. (d) Special meetings of the Members may be called only at any time by a majority either (i) the Chairman of the Board of Directors, if there be one, or (ii) the Chief Executive Officer, if there be one, and shall be called by any such officer at the request in writing of (i) the Board of Directors (including a majority thereof) or (ii) a committee of the Board of Directors that has been duly designated by the Board of Directors and whose powers include the authority to call such meetings. No Members or group of Members, acting in its or their capacity as Members, shall have the right to call a special meeting of the Members, except that if any Principals (together with their respective Permitted Transferees) collectively own Outstanding Voting Shares that represent a Share Majority, such Principals may call a special meeting of the Members.

Member Meetings. (a) All acts of Members to be taken hereunder shall be taken in the manner provided in this Article XIXII. An annual meeting of the Members for the election of Directors and for the transaction of such other business as may properly come before the meeting shall be held at such time and place as the Board of Directors shall specify, which date shall be within 13 months of the last annual meeting of Members. If authorized by the Board of Directors, and subject to such guidelines and procedures as the Board of Directors may adopt, Members and proxyholders not physically present at a meeting of Members may by means of remote communication participate in such meeting and be deemed present in person and vote at such meeting, provided that the Company shall implement reasonable measures to verify that each Person deemed present and permitted to vote at the meeting by means of remote communication is a Member or proxyholder, to provide such Members or proxyholders a reasonable opportunity to participate in the meeting and to record the votes or other action made by such Members or proxyholders. (b) A failure to hold the annual meeting of the Members at the designated time or to elect a sufficient number of Directors to conduct the business of the Company shall not affect otherwise valid acts of the Company or work result in a forfeiture or dissolution of the Company. If the annual meeting for election of Directors is not held on the date designated therefor, the Directors shall cause the meeting to be held as soon as is convenient. If there is a failure to hold the annual meeting for a period of 30 days after the date designated for the annual meeting, or if no date has been designated, for a period of 13 months after the latest to occur of the date of this Agreement or its last annual meeting, it is the intent of the parties that the Delaware Court of Chancery may summarily order a meeting to be held upon the application of any Member or Director. A majority of the Outstanding Voting Shares present at such meeting, either in person or by proxy, and entitled to vote thereat, shall constitute a quorum for the purpose of such meeting, notwithstanding any provision of this Agreement to the contrary. The Delaware Court of Chancery may issue such orders as may be appropriate, including orders designating the time and place of such meeting, the record date for determination of Members entitled to vote, and the form of notice of such meeting. (c) All elections of Directors will be by written ballots; if authorized by the Board of Directors, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be reasonably determined that the electronic transmission was authorized by the Member or proxyholder. (d) Special meetings of the Members may be called only by a majority of the Board of Directors. No Members or group of Members, acting in its or their capacity as Members, shall have the right to call a special meeting of the Members, except that if any Principals (together with their respective Permitted Transferees) collectively own Outstanding Voting Shares that represent a Share Majority, such Principals may call a special meeting of the Members.

Member Meetings. (a) All acts of Members to be taken hereunder shall be taken in the manner provided in this Article XI. An The first annual meeting of the Members for the election of Directors and for the transaction of such other business as may properly come before the Member meeting shall be held at such time and place as the Board of Directors shall specifyon February ___, which date shall be within 13 months of the last annual meeting of Members1998. If authorized by the Board of Directors, and subject to such guidelines and procedures as the Board of Directors may adopt, Members and proxyholders not physically present at a meeting of Members may by means of remote communication participate in such meeting and be deemed present in person and vote at such meeting, provided that the Company shall implement reasonable measures to verify that each Person deemed present and permitted to vote at the meeting by means of remote communication is a Member or proxyholder, to provide such Members or proxyholders a reasonable opportunity to participate in the meeting and to record the votes or other action made by such Members or proxyholders. (b) A failure to hold Thereafter the annual meeting of the Members at the designated time or to elect a sufficient number of Directors to conduct the business of the Company shall not affect otherwise valid acts of the Company or work a forfeiture or dissolution of the Company. If the annual meeting for election of Directors is not be held on the date designated thereforlast working Monday in April of each year provided such day is not a legal holiday. When such day is a legal holiday, the Directors meeting shall cause the meeting to be held as soon as is convenienton the first working day following such holiday. If there is a failure to hold the annual meeting for a period of 30 days after the date designated for the At such annual meeting, the Members shall elect Managers to succeed those whose terms expire or if no date has been designated, for a period of 13 months after to fill any vacancies and shall transact any other business that may properly come before the latest to occur of the date of this Agreement or its last annual meeting, it is the intent of the parties that the Delaware Court of Chancery may summarily order a meeting to be held upon the application of any Member or Director. A majority of the Outstanding Voting Shares present at such meeting, either in person or by proxy, and entitled to vote thereat, shall constitute a quorum for the purpose of such meeting, notwithstanding any provision of this Agreement to the contrary. The Delaware Court of Chancery may issue such orders as may be appropriate, including orders designating the time and place of such meeting, the record date for determination of Members entitled to vote, and the form of notice of such meeting. (c) All elections of Directors will be by written ballots; if authorized by the Board of Directors, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be reasonably determined that the electronic transmission was authorized by the Member or proxyholder. (d) Special meetings of the Members may be called only for any purpose at any time by a majority any Member or by the Board. All Meetings shall be held at the registered office of the Board Company or at such other place within or without the State of DirectorsConnecticut as shall be determined by the Members. No Members Meetings may be held by conference telephone or group other means of communication by means of which all participants can hear each other. Participation in such meeting in such manner shall constitute attendance and presence in person at the meeting of the person or persons so participating. A Member who is designated (at the prior meeting) the Secretary for each meeting shall provide notice of the meeting to the Members, acting stating the place, day and hour of the meeting, and in its or their capacity as Members, shall have the right to call case of a special meeting, the purpose(s) for which the meeting is called. The notice shall be mailed to each Member of record at its address as it appears on the records of the Company not less than ten days nor more than fifty days before the day of the meeting. At any meeting of the Members, the presence, in person or by proxy, of persons entitled to vote a majority of the voting interest of the Company shall constitute a quorum of the Members for all purposes, unless or except that if the presence of Members holding a higher aggregate Percentage Interest is required by this Agreement. If there are not enough Members present at a meeting in person or by proxy to constitute a quorum, the holders of a Majority in Interest of the Members present may adjourn the meeting to a specified date not longer than thirty (30) days after the adjournment. An additional notice regarding the rescheduled meeting shall be sent to all Members. If a quorum is present at the rescheduled meeting, the Members may transact any Principals (together with business which was to be transacted at the adjourned meeting. At each meeting, the appointed Secretary shall furnish a complete list of the Members present at the meeting in person or by proxy and their respective Permitted Transferees) collectively own Outstanding Voting Shares that represent a Share Majority, such Principals may call a special Percentage Interest in the Company. At each meeting of the Members, every Member shall be entitled to vote in person or by a written proxy delivered to the Secretary of said meeting and signed by such Member or by its duly authorized attorney and designating a Member or Members of the Company as such proxy. A written proxy shall be valid for three years unless the person executing it specifies a different length of time. Any action required or permitted to be taken at a meeting of the Members may be taken without a meeting if each of the Members consent in writing to such action.

Member Meetings. (a) All acts of Members (other than the Manager) to be taken hereunder shall be taken in the manner provided in this Article XIXII. An annual meeting The Manager may, in its sole discretion, call meetings of the Members for the election of Directors and for the transaction of such other business as may properly come before the meeting shall be held business, at such time and place as the Board of Directors Manager shall specify, which date shall be within 13 months of the last annual meeting of Members. If authorized by the Board of Directors, and subject to such guidelines and procedures as the Board of Directors may adopt, Members and proxyholders not physically present at a meeting of Members may by means of remote communication participate in such meeting and be deemed present in person and vote at such meeting, provided that the Company shall implement reasonable measures to verify that each Person deemed present and permitted to vote at the meeting by means of remote communication is a Member or proxyholder, to provide such Members or proxyholders a reasonable opportunity to participate in the meeting and to record the votes or other action made by such Members or proxyholders. (b) A failure to hold the annual a meeting of the Members at the a designated time or to elect a sufficient number of Directors to conduct the business of the Company shall not affect otherwise valid acts of the Company or work a forfeiture or dissolution of the Company. If . (c) In the event that the Apollo Group Beneficially Owns less than 10% of the Voting Power of the Company and the annual meeting for election of Directors is not held on the date designated therefor, the Directors shall cause the meeting to be held as soon as is convenient. If there is a failure to hold the annual meeting for a period of 30 days after the date designated for the annual meeting, or if no date has been designated, for a period of 13 months after the latest to occur of the date of this Agreement or its last annual meeting, it is the intent of the parties that the Delaware Court of Chancery may summarily order a no annual meeting to be held upon for that year. In such situations, the application of any Member or Director. A majority of the Outstanding Voting Shares present at such meeting, either in person or by proxy, and Manager will provide notice to all Members entitled to vote thereat, shall constitute a quorum for in the purpose election of such meeting, notwithstanding any provision of this Agreement Directors as to the contrary. The Delaware Court of Chancery may issue such orders as may manner in which the election shall be appropriate, including orders designating the time and place of such meeting, the record date for determination of Members entitled to vote, conducted and the form procedure that such Member must comply with in order to vote in the election of notice of such meetingDirectors. (cd) All In the event that the Apollo Group Beneficially Owns less than 10% of the Voting Power of the Company, all elections of Directors will be by written ballots; if authorized by the Board of DirectorsBoard, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be reasonably determined that the electronic transmission was authorized by the Member or proxyholder. (de) Special meetings of the Members may only be called only by either the Manager or the holders of a majority of the Board of Directors. No Members or group of Members, acting in its or their capacity as Members, shall have the right to call a special meeting Voting Power of the Members, except that if any Principals (together with their respective Permitted Transferees) collectively own Outstanding Voting Shares that represent a Share Majority, such Principals may call a special meeting of the MembersCompany or as otherwise provided in Article XIII and Article XIV.

Member Meetings. (a) All acts of Members to be taken hereunder shall be taken in the manner provided in this Article XIXIV. The provisions of this Article XIV and other related provisions of this Agreement shall be deemed to replace the provisions of Chapter 101, Subchapter H of the TBOC. An annual meeting of the Members for the election of Directors and for the transaction of such other business as may properly come before the meeting shall be held at such time and place as the Board of Directors shall specify, which date shall be within 13 months specify in a resolution of the last annual meeting Board of MembersDirectors. If authorized by the Board of Directors, and subject to such guidelines and procedures as the Board of Directors may adopt, Members and proxyholders not physically present at a meeting of Members may by means of remote communication participate in such meeting and be deemed present in person and vote at such meeting, provided that the Company shall implement reasonable measures to verify that each Person deemed present and permitted to vote at the meeting by means of remote communication is a Member or proxyholder, to provide such Members or proxyholders a reasonable opportunity to participate in the meeting meeting, and to record the votes or other action made by such Members or proxyholders. (b) A failure to hold the annual meeting of the Members at the designated time or to elect a sufficient number of Directors to conduct the business of the Company shall not affect otherwise valid acts of the Company or work a forfeiture or dissolution of the Company. If the annual meeting for election of Directors is not held on the date designated therefor, the Directors shall cause the meeting to be held as soon as is convenient. If there is a failure to hold the annual meeting for a period of 30 days after the date designated for the annual meeting, or if no date has been designated, for a period of 13 months after the latest to occur of the date of this Agreement or its the Company’s last annual meeting, it is the intent Business Court in the Eleventh Business Court Division of the parties that the Delaware Court State of Chancery Texas may summarily order a meeting to be held upon the application of any Member or Director. A majority The Business Court in the Eleventh Business Court Division of the Outstanding Voting Shares present at such meeting, either in person or by proxy, and entitled to vote thereat, shall constitute a quorum for the purpose State of such meeting, notwithstanding any provision of this Agreement to the contrary. The Delaware Court of Chancery Texas may issue such orders as may be appropriate, including orders designating the time and place of such meeting, the record date for determination of Members entitled to vote, and the form of notice of such meeting. (c) All elections of Directors will be by written ballots; if authorized by the Board of Directors, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be reasonably determined that the electronic transmission was authorized by the Member or proxyholder. (d) Special meetings of Members of the Members Company may be called only by the Board of Directors pursuant to a resolution adopted by the affirmative vote of a majority of the whole Board of Directors; provided, however, that prior to the Trigger Event, special meetings of the Members may also be called by the Secretary of the Company at the request of the Record Holders of a majority of the Outstanding Voting Shares. No On and after the Trigger Event, subject to the rights of holders of any class or series of Shares specified in the related Share Designation, the Members or group of Members, acting in its or their capacity as Members, shall not have the right power to call or request a special meeting of the Members. The Board of Directors or a designee authorized by the Board of Directors may fix the date, except that time and place, if any, of any Principals (together with their respective Permitted Transferees) collectively own special meeting. The Board of Directors or, in the case of a meeting called at the request of the Record Holders of a majority of the Outstanding Voting Shares that represent a Share MajorityShares, the Secretary of the Company at the request of such Principals holders, may call a adjourn, reschedule, postpone or cancel any special meeting of the MembersMembers previously scheduled by or on behalf of the Board of Directors.

Member Meetings. (a) All acts of Members (other than the Manager) to be taken hereunder shall be taken in the manner provided in this Article XIXII. An annual meeting The Manager may, in its sole discretion, call meetings of the Members for the election of Directors and for the transaction of such other business as may properly come before the meeting shall be held business, at such time and place as the Board of Directors Manager shall specify, which date shall be within 13 months of the last annual meeting of Members. If authorized by the Board of Directors, and subject to such guidelines and procedures as the Board of Directors may adopt, Members and proxyholders not physically present at a meeting of Members may by means of remote communication participate in such meeting and be deemed present in person and vote at such meeting, provided that the Company shall implement reasonable measures to verify that each Person deemed present and permitted to vote at the meeting by means of remote communication is a Member or proxyholder, to provide such Members or proxyholders a reasonable opportunity to participate in the meeting and to record the votes or other action made by such Members or proxyholders. (b) A failure to hold the annual a meeting of the Members at the a designated time or to elect a sufficient number of Directors to conduct the business of the Company shall not affect otherwise valid acts of the Company or work a forfeiture or dissolution of the Company. If . (c) In the event that the Apollo Group Beneficially Owns less than 10% of the Voting Power of the Company and the annual meeting for election of Directors is not held on the date designated therefor, the Directors shall cause the meeting to be held as soon as is convenient. If there is a failure to hold the annual meeting for a period of 30 days after the date designated for the annual meeting, or if no date has been designated, for a period of 13 months after the latest to occur of the date of this Agreement or its last annual meeting, it is the intent of the parties that the Delaware Court of Chancery may summarily order a no annual meeting to be held upon for that year. In such situations, the application of any Member or Director. A majority of the Outstanding Voting Shares present at such meeting, either in person or by proxy, and Manager will provide notice to all Members entitled to vote thereat, shall constitute a quorum for in the purpose election of such meeting, notwithstanding any provision of this Agreement Directors as to the contrary. The Delaware Court of Chancery may issue such orders as may manner in which the election shall be appropriate, including orders designating the time and place of such meeting, the record date for determination of Members entitled to vote, conducted and the form procedure that such Member must comply with in order to vote in the election of notice of such meetingDirectors. (cd) All In the event that the Apollo Group Beneficially Owns less than 10% of the Voting Power of the Company, all elections of Directors will be by written ballots; if authorized by the Board of DirectorsBoard, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be reasonably determined that the electronic transmission was authorized by the Member or proxyholder. (de) Special meetings of the Members may only be called only by either the Manager or the holders of a majority of the Board of Directors. No Members or group of Members, acting in its or their capacity as Members, shall have the right to call a special meeting Voting Power of the Members, except that if any Principals (together with their respective Permitted Transferees) collectively own Outstanding Voting Shares that represent a Share Majority, such Principals may call a special meeting of the MembersCompany or as otherwise provided in Article XIII.

Member Meetings. (a) All acts Meetings of the Members to shall only be taken hereunder shall be taken held as and when scheduled by the Management Board and for the purposes set forth in the manner provided notice of the meeting. Meetings may be held at the principal office of the Company or such other reasonable place in this Article XI. An annual or outside the State of Indiana, upon giving proper notice to all the Members, The Secretary shall cause notice of the time, place of the meeting, and the purposes of each meeting of the Members for to be personally delivered, sent via facsimile, mailed, or e-mailed at least three (3) days, but not more than ninety (90) days, prior to the election meeting, to each Member of Directors and for record entitled to vote at the transaction of such other business as may properly come before the meeting meeting. Notice shall be held at deemed given upon deposit in the United States mail or upon sending the e-mail addressed to the address (postal or e-mail as the case may be) of the Member as revealed on the records of the Company. Notice of a meeting of Members need not be given to any Member who signs a waiver of notice in writing, whether before or after the time of the meeting. The notice shall state the nature of the business to be transacted and the matters, if any, upon which the Members will be requested to vote; provided, however, that action may be taken on any matter brought before a meeting of the Members regardless of whether such matter is set forth in the notice. Notice of any adjourned meeting of the Members of the Company need not be given if the time and place as to which the Board meeting is adjourned are announced at the meeting at which the adjournment is taken. Attendance of Directors shall specify, which date shall be within 13 months of the last annual meeting of Members. If authorized by the Board of Directors, and subject to such guidelines and procedures as the Board of Directors may adopt, Members and proxyholders not physically present a Member or its representative at a meeting of Members in person or by proxy constitutes waiver of objection to lack of notice or defective notice of the meeting, unless the Member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting. A Member may by means of remote communication participate in such meeting and be deemed present in person and vote at such meeting, provided that the Company shall implement reasonable measures to verify that each Person deemed present and permitted to vote at the meeting by means of remote communication is a Member or proxyholder, to provide such Members or proxyholders a reasonable opportunity to participate in the meeting and to record the votes or other action made by such Members or proxyholders. (b) A failure to hold the annual meeting of the Members at by a conference telephone or by other similar communications equipment through which all persons participating in the designated time or to elect a sufficient number of Directors to conduct meeting may communicate with the business other participants. All participants shall be advised of the Company shall not affect otherwise valid acts of communications equipment and the Company or work a forfeiture or dissolution of the Company. If the annual meeting for election of Directors is not held on the date designated therefor, the Directors shall cause the meeting to be held as soon as is convenient. If there is a failure to hold the annual meeting for a period of 30 days after the date designated for the annual meeting, or if no date has been designated, for a period of 13 months after the latest to occur of the date of this Agreement or its last annual meeting, it is the intent name of the parties that in the Delaware Court of Chancery may summarily order a meeting to be held upon the application of any Member or Director. A majority of the Outstanding Voting Shares present at such meeting, either in person or by proxy, and entitled to vote thereat, shall constitute a quorum for the purpose of such meeting, notwithstanding any provision of this Agreement to the contrary. The Delaware Court of Chancery may issue such orders as may be appropriate, including orders designating the time and place of such meeting, the record date for determination of Members entitled to vote, and the form of notice of such meeting. (c) All elections of Directors will be by written ballots; if authorized by the Board of Directors, such requirement of a written ballot conference shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be reasonably determined that the electronic transmission was authorized by the Member or proxyholderdivulged to all participants. (d) Special meetings of the Members may be called only by a majority of the Board of Directors. No Members or group of Members, acting in its or their capacity as Members, shall have the right to call a special meeting of the Members, except that if any Principals (together with their respective Permitted Transferees) collectively own Outstanding Voting Shares that represent a Share Majority, such Principals may call a special meeting of the Members.