Common use of Members Right to Act Clause in Contracts

Members Right to Act. For matters that require the approval or consent of the Members under this Agreement or the Delaware Act, the Members shall act through meetings and consents as described in paragraphs (a) and (b) below: (a) Except as otherwise expressly provided by Section 16.03(a), the approval or consent of the Majority Members, voting together as a single class, shall be the approval or consent of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action without a meeting may authorize another Person or Persons to act for such Member by proxy. An electronic transmission or similar transmission by the Member, or a photographic, facsimile or similar reproduction of a writing executed by the Member shall be treated as a proxy executed in writing for purposes of this Section 7.04(a). No proxy shall be voted or acted upon after eleven months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue. (b) The actions by the Members permitted hereunder may be taken at a meeting called by the Manager or by the Majority Members on at least forty-eight (48) hours’ prior written notice to the other Members entitled to vote, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by consent in lieu of a meeting), if improperly called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held signs a waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by consent in lieu of a meeting, so long as such consent is in writing and is signed by Members holding not less than the minimum number of Voting Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken without a meeting, which shall state the purpose or purposes for which such consent in lieu of a meeting was required, shall be given to those Members entitled to vote or consent who did not sign such consent (for which such notice and consent may be delivered via electronic transmission); provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such consent in lieu of a meeting. Any action taken pursuant to such consent in lieu of a meeting of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

Members Right to Act. For matters that require the approval or consent of the Members under this Agreement or the Delaware ActMembers, the Members shall act through meetings and written consents as described in paragraphs (a) and (b) below: (a) Except as otherwise expressly provided by Section 16.03(a)this Agreement, acts by the approval or consent Members holding a majority of the Majority MembersUnits, voting together as a single class, shall be the approval or consent acts of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action in writing without a meeting may authorize another Person person or Persons persons to act for such Member it by proxy. An electronic transmission mail, telegram, telex, cablegram or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Member shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 7.04(a7.05(a). No proxy shall be voted or acted upon after eleven (11) months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue. (b) The actions by the Members permitted hereunder may be taken at a meeting called by the Manager or by the Majority Members holding a majority of the Units entitled to vote on such matter on at least forty-eight five (485) hours’ Business Days prior written notice to the other Members entitled to vote, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by consent in lieu of a meetingwritten consent), if improperly however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by written consent in lieu (without the requirement of a meetingprior notice), so long as such consent is in writing and (x) is signed by Members holding having not less than the minimum number of Voting Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and votedvoted and (y) such request for consent in writing was distributed to all Members entitled to vote thereon simultaneously. Prompt notice of the action so taken without a meetingtaken, which shall state the purpose or purposes for which such consent in lieu of is required and may be delivered via email, without a meeting was required, shall be given to those Members entitled to vote or consent who did have not sign such consent (for which such notice and consent may be delivered via electronic transmission)consented in writing; provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such consent in lieu of a meetingwritten consent. Any action taken pursuant to such written consent in lieu of a meeting of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

Members Right to Act. For matters that require the approval or consent of the Members under this Agreement or the Delaware ActMembers, the Members shall act through meetings and written consents as described in paragraphs (a) and (b) below: (a) Except as otherwise expressly provided by Section 16.03(a)this Agreement, acts by the approval or consent Members holding a majority of the Majority Membersoutstanding Units, voting together as a single class, shall be the approval or consent acts of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action without a meeting may authorize another Person person or Persons persons to act for such Member it by proxy. An electronic transmission mail, telegram, telex, cablegram or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Member shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 7.04(a7.05(a). No proxy shall be voted or acted upon after eleven (11) months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue. (b) The actions by the Members permitted hereunder may be taken at a meeting called by the Manager or by the Majority Members holding a majority of the Units entitled to vote on such matter on at least forty-forty eight (48) hours’ prior written notice to the other Members entitled to vote, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by consent in lieu of a meetingwritten consent), if improperly however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by consent in lieu of a meetingwritten consent, so long as such consent is in writing and is signed by Members holding having not less than the minimum number of Voting Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken without a meetingtaken, which shall state the purpose or purposes for which such consent in lieu of is required and may be delivered via email, without a meeting was required, shall be given to those Members entitled to vote or consent who did have not sign such consent (for which such notice and consent may be delivered via electronic transmission)consented in writing; provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such consent in lieu of a meetingwritten consent. Any action taken pursuant to such written consent in lieu of a meeting of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

Members Right to Act. For matters that require the approval or consent of the Members under this Agreement or the Delaware ActMembers, the Members shall act through meetings and written consents as described in paragraphs (a) and (b) below: (a) Except as otherwise expressly provided by Section 16.03(a)this Agreement, acts by the approval or consent Members holding a majority of the Majority Membersoutstanding Units, voting together as a single class, shall be the approval or consent acts of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action without a meeting may authorize another Person person or Persons persons to act for such Member it by proxy. An electronic transmission mail, telegram, telex, cablegram or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Member shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 7.04(a7.05(a). No proxy shall be voted or acted upon after eleven months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue. (b) The actions by the Members permitted hereunder may be taken at a meeting called by the Manager or by the Majority Members holding a majority of the Units entitled to vote on such matter on at least forty-eight (48) 48 hours’ prior written notice to the other Members entitled to vote, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by consent in lieu of a meetingwritten consent), if improperly however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by consent in lieu of a meetingwritten consent, so long as such consent is in writing and is signed by Members holding having not less than the minimum number of Voting Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken without a meetingtaken, which shall state the purpose or purposes for which such consent in lieu of is required and may be delivered via email, without a meeting was required, shall be given to those Members entitled to vote or consent who did have not sign such consent (for which such notice and consent may be delivered via electronic transmission)consented in writing; provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such consent in lieu of a meetingwritten consent. Any action taken pursuant to such written consent in lieu of a meeting of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

Members Right to Act. For matters that require the approval or consent of the Members under this Agreement or the Delaware ActMembers, the Members shall act through meetings and written consents as described in paragraphs (a) and (b) below: (a) Except as otherwise expressly provided by Section 16.03(a)this Agreement, acts by the approval or consent Members holding a majority of the Majority MembersUnits, voting together as a single class, shall be the approval or consent acts of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action in writing without a meeting may authorize another Person person or Persons persons to act for such Member it by proxy. An electronic transmission mail, telegram, telex, cablegram or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Member shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 7.04(a7.05(a). No proxy shall be voted or acted upon after eleven months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue. (b) The actions by the Members permitted hereunder may be taken at a meeting called by the Manager or by the Majority Members holding a majority of the Units entitled to vote on such matter on at least forty-eight (48) 120 hours’ prior written notice to the other Members entitled to vote, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by consent in lieu of a meetingwritten consent), if improperly however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by consent in lieu of a meetingwritten consent, so long as such consent is in writing and is signed by Members holding having not less than the minimum number of Voting Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken without a meetingtaken, which shall state the purpose or purposes for which such consent in lieu of is required and may be delivered via email, without a meeting was required, shall be given to those Members entitled to vote or consent who did have not sign such consent (for which such notice and consent may be delivered via electronic transmission)consented in writing; provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such consent in lieu of a meetingwritten consent. Any action taken pursuant to such written consent in lieu of a meeting of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

Members Right to Act. For matters that require the approval or consent of the Members under this Agreement or the Delaware ActMembers, the Members shall act through meetings and written consents as described in paragraphs (a) and (b) below: (a) Except as otherwise expressly provided by Section 16.03(a)this Agreement, acts by the approval or consent Members holding a majority of the Majority MembersUnits, voting together as a single class, shall be the approval or consent acts of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action in writing without a meeting may authorize another Person person or Persons persons to act for such Member it by proxy. An electronic transmission mail, telegram, telex, cablegram or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Member shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 7.04(a7.06(a). No proxy shall be voted or acted upon after eleven months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue. (b) The actions by the Members permitted hereunder may be taken at a meeting called by the Manager or by the Majority Members holding a majority of the Units entitled to vote on such matter on at least forty-eight (48) 120 hours’ prior written notice to the other Members entitled to vote, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by consent in lieu of a meetingwritten consent), if improperly however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by consent in lieu of a meetingwritten consent, so long as such consent is in writing and is signed by Members holding having not less than the minimum number of Voting Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken without a meetingtaken, which shall state the purpose or purposes for which such consent in lieu of is required and may be delivered via email, without a meeting was required, shall be given to those Members entitled to vote or consent who did have not sign such consent (for which such notice and consent may be delivered via electronic transmission)consented in writing; provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such consent in lieu of a meetingwritten consent. Any action taken pursuant to such written consent in lieu of a meeting of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

Members Right to Act. For matters that require the approval or consent of the Members under this Agreement generally (rather than the approval of the Managing Member on behalf of the Members or the Delaware Actapproval of a particular group of Members), the Members shall act through meetings and written consents as described in paragraphs (a) and (b) below: (a) Except as otherwise expressly provided by Section 16.03(a)this Agreement or as required by the Delaware Act, acts by the approval or consent Members holding a majority of the Majority Members, Units voting together as a single class, class shall be the approval or consent act of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action in writing without a meeting may authorize another Person person or Persons persons to act for such Member it by proxy. An electronic transmission A telegram, email or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Member shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 7.04(a6.5(a). No proxy shall be voted or acted upon after eleven months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue. (b) The actions by the Members permitted hereunder may be taken at a meeting called by the Manager Managing Member or by Members holding a majority of the Majority Members Units on at least fortytwenty-eight (48) four hours’ prior written notice to the other Members entitled to vote, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by consent in lieu of a meetingwritten consent), if improperly however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by written consent in lieu of (without a meeting, without notice and without a vote) so long as such consent is in writing and is signed by the Members holding having not less than the minimum number of Voting Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken without a meeting, which shall state the purpose or purposes for which such consent in lieu of a meeting was required, shall be given to those Members entitled to vote or consent who did have not sign such consent (for which such notice and consent may be delivered via electronic transmission); provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such consent consented in lieu of a meetingwriting. Any action taken pursuant to such written consent in lieu of a meeting of the Members shall have the same force and effect as if taken by the Members at a meeting thereof. (c) Notwithstanding anything to the contrary in this Agreement, Section 18-210 of the Delaware Act shall not apply or be incorporated into this Agreement.

Members Right to Act. For matters that require the approval or consent of the Members under this Agreement or the Delaware ActMembers, the Members shall act through meetings and written consents as described in paragraphs (a) and (b) below: (a) Except as otherwise expressly provided by Section 16.03(a)this Agreement, the approval or consent acts by Majority Consent of the Majority Members, voting together as a single class, shall be the approval or consent acts of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action in a written transmission without a meeting may authorize another Person or Persons to act for such Member it by proxy. An electronic transmission or similar transmission by proxy in accordance with the Member, or a photographic, facsimile or similar reproduction of a writing executed by the Member shall be treated as a proxy executed in writing for purposes of this Section 7.04(a). No proxy shall be voted or acted upon after eleven months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interestMaryland Act. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue. (b) The actions by the Members permitted hereunder may be taken at a meeting called by the Manager Managing Member or by the Majority Members holding a majority of combined voting power of the Units entitled to vote on such matter on at least forty-eight (48) hours’ prior written notice to the other Members entitled to vote, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by consent in lieu of a meetingwritten consent), if improperly however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held signs execute a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by consent in lieu of a meetingwritten consent, so long as such consent is in writing and is signed by Members holding having not less than the minimum number percentage of Voting the combined voting power of Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken without a meetingtaken, which shall state the purpose or purposes for which such consent in lieu of is required and may be delivered via email, without a meeting was required, shall be given to those Members entitled to vote or consent who did have not sign such consent (for which such notice and consent may be delivered via electronic transmission)consented in writing; provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such consent in lieu of a meetingwritten consent. Any action taken pursuant to such written consent in lieu of a meeting of the Members shall have the same force and effect as if taken by the Members at a meeting thereof. Notwithstanding the foregoing, no Members (other than the Managing Member) shall have any right to approve any matter or action taken by the Company except those matters for which approval or consent of the Members (or such Member) is expressly provided for in this Agreement.

Members Right to Act. For matters that require the approval or consent of the Members under this Agreement or the Delaware ActMembers, the Members shall act through meetings and written consents as described in paragraphs (a) and (b) below: (a) Except as otherwise expressly provided by Section 16.03(a)this Agreement, acts by the approval or consent Members holding a majority of the Majority MembersUnits, voting together as a single class, shall be the approval or consent acts of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action in writing without a meeting may authorize another Person or Persons to act for such Member it by proxy. An electronic transmission mail or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Member shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 7.04(a7.05(a). No proxy shall be voted or acted upon after eleven months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue. (b) The actions by the Members permitted hereunder may be taken at a meeting called by the Manager or by the Majority Members holding a majority of the Units entitled to vote on such matter on at least forty-eight (48) 72 hours’ (unless a shorter period shall be acceptable to all of the Members) prior written notice to the other Members entitled to vote, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by consent in lieu of a meetingwritten consent), if improperly however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by consent in lieu of a meetingwritten consent, so long as such consent is in writing and is signed by Members holding having not less than the minimum number of Voting Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken without a meetingtaken, which shall state the purpose or purposes for which such consent in lieu of is required and may be delivered via email, without a meeting was required, shall be given to those Members entitled to vote or consent who did have not sign such consent (for which such notice and consent may be delivered via electronic transmission)consented in writing; provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such consent in lieu of a meetingwritten consent. Any action taken pursuant to such written consent in lieu of a meeting of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

Members Right to Act. For matters that require the approval or consent of the Members under this Agreement or the Delaware ActMembers, the Members shall act through meetings and written consents as described in paragraphs (a) and (b) below: (a) Except as otherwise expressly provided by Section 16.03(a)this Agreement, acts by the approval or consent Members holding a majority of the Majority Members, Voting Units (which shall in all cases include the Managing Member) voting together as a single class, shall be the approval or consent acts of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action in writing without a meeting may authorize another Person or Persons to act for such Member it by proxy. An electronic transmission mail or similar transmission by the Member, or a photographic, facsimile or similar reproduction of a writing executed by the Member shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 7.04(a7.05(a). No proxy shall be voted or acted upon after eleven (11) months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue. (b) The actions by the Members permitted hereunder may be taken at a meeting called by the Manager Managing Member or by the Majority Members holding a majority of the Voting Units entitled to vote on such matter on at least forty-eight five (485) hoursBusiness Days’ prior written notice to the other Members entitled to vote, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by consent in lieu of a meetingwritten consent), if improperly however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by consent in lieu of a meetingwritten consent, so long as such consent is in writing and is signed by Members holding having not less than the minimum number of Voting Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken without a meetingtaken, which shall state the purpose or purposes for which such consent in lieu of is required and may be delivered via email, without a meeting was required, shall be given to those Members entitled to vote or consent who did have not sign such consent (for which such notice and consent may be delivered via electronic transmission)consented in writing; provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such consent in lieu of a meetingwritten consent. Any action taken pursuant to such written consent in lieu of a meeting of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

Members Right to Act. For matters that require the approval or consent of the Members under this Agreement or the Delaware ActMembers, the Members shall act through meetings and written consents as described in paragraphs (a) and (b) below: (a) Except as otherwise expressly provided by Section 16.03(a)this Agreement, acts by the approval or consent Members holding a majority of the Majority MembersUnits, voting together as a single class, shall be the approval or consent acts of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action in writing without a meeting may authorize another Person person or Persons persons to act for such Member it by proxy. An electronic transmission mail, telegram, telex, cablegram or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Member shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 7.04(a7.05(a). No proxy shall be voted or acted upon after eleven (11) months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue. (b) The actions by the Members permitted hereunder may be taken at a meeting called by the Manager or by the Majority Members holding a majority of the Units entitled to vote on such matter on at least forty-eight (48) 120 hours’ prior written notice to the other Members entitled to vote, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by consent in lieu of a meetingwritten consent), if improperly however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by consent in lieu of a meetingwritten consent, so long as such consent is in writing and is signed by Members holding having not less than the minimum number of Voting Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken without a meetingtaken, which shall state the purpose or purposes for which such consent in lieu of is required and may be delivered via email, without a meeting was required, shall be given to those Members entitled to vote or consent who did have not sign such consent (for which such notice and consent may be delivered via electronic transmission)consented in writing; provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such consent in lieu of a meetingwritten consent. Any action taken pursuant to such written consent in lieu of a meeting of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

Members Right to Act. For matters that require the approval or consent of the Members under this Agreement or the Delaware ActMembers, the Members shall act through meetings and written consents as described in paragraphs (a) and (b) below: (a) Except as otherwise expressly provided by Section 16.03(a)this Agreement, acts by the approval or consent Members holding a majority of the Majority MembersUnits, voting together as a single class, shall be the approval or consent acts of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action in writing without a meeting may authorize another Person person or Persons persons to act for such Member it by proxy. An electronic transmission mail, telegram, telex, cablegram or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Member shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 7.04(a7.5(a). No proxy shall be voted or acted upon after eleven months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue. (b) The actions by the Members permitted hereunder may be taken at a meeting called by the Manager or by the Majority Members holding a majority of the Units entitled to vote on such matter on at least forty-eight (48) 120 hours’ prior written notice to the other Members entitled to vote, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by consent in lieu of a meetingwritten consent), if improperly however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by consent in lieu of a meetingwritten consent, so long as such consent is in writing and is signed by Members holding having not less than the minimum number of Voting Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken without a meetingtaken, which shall state the purpose or purposes for which such consent in lieu of is required and may be delivered via email, without a meeting was required, shall be given to those Members entitled to vote or consent who did have not sign such consent (for which such notice and consent may be delivered via electronic transmission)consented in writing; provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such consent in lieu of a meetingwritten consent. Any action taken pursuant to such written consent in lieu of a meeting of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

Members Right to Act. For matters that require the approval or consent of the Members under this Agreement generally (rather than the approval of the Managing Member on behalf of the Members or the Delaware Actapproval of a particular group of Members), the Members shall act through meetings and written consents as described in paragraphs (a) and (b) below: (a) Except as otherwise expressly provided by Section 16.03(a), the approval or consent of the Majority Members, voting together as a single class, shall be the approval or consent of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action in writing without a meeting may authorize another Person person or Persons persons to act for such Member it by proxy. An electronic transmission A telegram, email or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Member shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 7.04(a6.5(a). No proxy shall be voted or acted upon after eleven months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue. (b) The actions by the Members permitted hereunder may be taken at a meeting called by the Manager Managing Member or by Members holding a majority of the Majority Members Class A Units on the date that is at least forty-eight (48) hourstwo Business Days’ prior written notice to the other Members entitled to vote, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by consent in lieu of a meetingwritten consent), if improperly however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by written consent in lieu of (without a meeting, without notice and without a vote) so long as such consent is in writing and is signed by the Members holding having not less than the minimum number of Voting Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken without a meeting, which shall state the purpose or purposes for which such consent in lieu of a meeting was required, shall be given to those Members entitled to vote or consent who did have not sign such consent (for which such notice and consent may be delivered via electronic transmission); provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such consent consented in lieu of a meetingwriting. Any action taken pursuant to such written consent in lieu of a meeting of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

Members Right to Act. For matters that require the approval or consent of the Members under this Agreement generally (rather than the approval of the Managing Member on behalf of the Members or the Delaware Actapproval of a particular group of Members), the Members shall act through meetings and written consents as described in paragraphs (a) and (b) below: (a) Except as otherwise expressly provided by Section 16.03(a)this Agreement or as required by the Delaware Act, acts by the approval or consent Members holding a majority of the Majority Members, Units voting together as a single class, class (not including any Employee Incentive Units) shall be the approval or consent act of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action in writing without a meeting may authorize another Person person or Persons persons to act for such Member it by proxy. An electronic transmission A telegram, email or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Member shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 7.04(a6.5(a). No proxy shall be voted or acted upon after eleven months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue. (b) The actions by the Members permitted hereunder may be taken at a meeting called by the Manager Managing Member or by Members holding a majority of the Majority Members Units (not including any Employee Incentive Units) on at least forty-eight (48) hourstwo Business Days’ prior written notice to the other Members entitled to vote, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by consent in lieu of a meetingwritten consent), if improperly however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by written consent in lieu of (without a meeting, without notice and without a vote) so long as such consent is in writing and is signed by the Members holding having not less than the minimum number of Voting Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken without a meeting, which shall state the purpose or purposes for which such consent in lieu of a meeting was required, shall be given to those Members entitled to vote or consent who did have not sign such consent (for which such notice and consent may be delivered via electronic transmission); provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such consent consented in lieu of a meetingwriting. Any action taken pursuant to such written consent in lieu of a meeting of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

Members Right to Act. For matters that require the approval or consent of the Members under this Agreement or the Delaware ActMembers, the Members shall act through meetings and written consents as described in paragraphs (a) and (b) below: (a) Except as otherwise expressly provided by Section 16.03(a)this Agreement or the Act, acts by the approval or consent Members holding a majority of the Majority MembersClass A Units, voting together as a single class, shall be the approval or consent acts of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action in writing without a meeting may authorize another Person person or Persons persons to act for such Member it by proxy. An electronic transmission mail or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Member shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 7.04(a7.05(a). No proxy shall be voted or acted upon after eleven months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue. (b) The actions by the Members permitted hereunder may be taken at a meeting called by the Manager or by the Majority Members holding a majority of the Units entitled to vote on such matter on at least forty-eight (48) 48 hours’ prior written notice to the other Members entitled to vote, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by consent in lieu of a meetingwritten consent), if improperly however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by consent in lieu of a meetingwritten consent, so long as such consent is in writing and is signed by Members holding having not less than the minimum number of Voting Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken without a meetingtaken, which shall state the purpose or purposes for which such consent in lieu of is required and may be delivered via email, without a meeting was required, shall be given to those Members entitled to vote or consent who did have not sign such consent (for which such notice and consent may be delivered via electronic transmission)consented in writing; provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such consent in lieu of a meetingwritten consent. Any action taken pursuant to such written consent in lieu of a meeting of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

Members Right to Act. For matters that require the approval or consent of the Members under this Agreement or the Delaware ActMembers, the Members shall act through meetings and written consents as described in paragraphs (a) and (b) below: (a) Except as otherwise expressly provided by Section 16.03(a)this Agreement, acts by the approval or consent of the Majority Supermajority Members, voting together as a single class, shall be the approval or consent acts of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action without a meeting may authorize another Person person or Persons persons to act for such Member it by proxy. An electronic transmission mail or similar transmission by the Member, or a photographic, facsimile photostatic or similar reproduction of a writing executed by the Member shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 7.04(a7.05(a). No proxy shall be voted or acted upon after eleven months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue. (b) The actions by the Members permitted hereunder may be taken at a meeting called by the Manager or by the Majority Supermajority Members on at least forty-eight (48) 48 hours’ prior written notice to the other Members entitled to vote, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by consent in lieu of a meetingwritten consent), if improperly however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by consent in lieu of a meetingwritten consent, so long as such consent is in writing and is signed by Members holding having not less than the minimum number of Voting Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken without a meetingtaken, which shall state the purpose or purposes for which such consent in lieu of is required and may be delivered via email, without a meeting was required, shall be given to those Members entitled to vote or consent who did have not sign such consent (for which such notice and consent may be delivered via electronic transmission)consented in writing; provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such consent in lieu of a meetingwritten consent. Any action taken pursuant to such written consent in lieu of a meeting of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

Members Right to Act. For matters that require the approval or consent of the Members under this Agreement or the Delaware ActMembers, the Members shall act through meetings and written consents as described in paragraphs (a) and (b) below: (a) Except as otherwise expressly provided by Section 16.03(a)this Agreement, acts by the approval or consent Members holding a majority of the Majority MembersCommon Units, voting together as a single class, shall be the approval or consent acts of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action in writing without a meeting may authorize another Person person or Persons persons to act for such Member it by proxy. An electronic transmission mail or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Member shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 7.04(a7.05(a). No proxy shall be voted or acted upon after eleven months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue. (b) The actions by the Members permitted hereunder may be taken at a meeting called by the Manager or by the Majority Members holding a majority of the Units entitled to vote on such matter on at least forty-eight (48) 48 hours’ prior written notice to the other Members entitled to vote, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by consent in lieu of a meetingwritten consent), if improperly however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by consent in lieu of a meetingwritten consent, so long as such consent is in writing and is signed by Members holding having not less than the minimum number of Voting Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken without a meetingtaken, which shall state the purpose or purposes for which such consent in lieu of is required and may be delivered via email, without a meeting was required, shall be given to those Members entitled to vote or consent who did have not sign such consent (for which such notice and consent may be delivered via electronic transmission)consented in writing; provided, howeverhowever , that the failure to give any such notice shall not affect the validity of the action taken by such consent in lieu of a meetingwritten consent. Any action taken pursuant to such written consent in lieu of a meeting of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

Members Right to Act. For matters that require the approval or consent of the Members under this Agreement or the Delaware ActMembers, the Members shall act through meetings and written consents as described in paragraphs (a) and (b) below: (a) Except as otherwise expressly provided by Section 16.03(a)this Agreement, acts by the approval or consent Members holding a majority of the Majority MembersUnits, voting together as a single class, shall be the approval or consent acts of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action in writing without a meeting may authorize another Person person or Persons persons to act for such Member it by proxy. An electronic transmission mail or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Member shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 7.04(a7.05(a). No proxy shall be voted or acted upon after eleven months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue. (b) The actions by the Members permitted hereunder may be taken at a meeting called by the Manager or by the Majority Members holding a majority of the Units entitled to vote on such matter on at least forty-eight (48) 48 hours’ prior written notice to the other Members entitled to vote, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by consent in lieu of a meetingwritten consent), if improperly however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by consent in lieu of a meetingwritten consent, so long as such consent is in writing and is signed by Members holding having not less than the minimum number of Voting Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken without a meetingtaken, which shall state the purpose or purposes for which such consent in lieu of is required and may be delivered via email, without a meeting was required, shall be given to those Members entitled to vote or consent who did have not sign such consent (for which such notice and consent may be delivered via electronic transmission)consented in writing; provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such consent in lieu of a meetingwritten consent. Any action taken pursuant to such written consent in lieu of a meeting of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

Members Right to Act. For matters that require the approval or consent of the Members under this Agreement or the Delaware ActMembers, the Members shall act through meetings and written consents as described in paragraphs (a) and (b) below: (a) Except as otherwise expressly provided by Section 16.03(a)this Agreement, acts by the approval or consent Members holding a majority of the Majority MembersUnits, voting together as a single class, shall be the approval or consent acts of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action in writing without a meeting may authorize another Person person or Persons persons to act for such Member it by proxy. An electronic transmission mail or similar transmission by the Member, or a photographic, facsimile or similar reproduction of a writing executed by the Member shall be treated as a proxy executed in writing for purposes of this Section 7.04(a). No proxy shall be voted or acted upon after eleven months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue. (b) The actions by the Members permitted hereunder may be taken at a meeting called by the Manager or by the Majority Members holding a majority of the Units entitled to vote on such matter on at least forty-eight (48) 48 hours’ prior written notice to the other Members entitled to vote, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by consent in lieu of a meetingwritten consent), if improperly called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by consent in lieu of a meetingwritten consent, so long as such consent is in writing and is signed by Members holding having not less than the minimum number of Voting Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken without a meeting, which shall state the purpose or purposes for which such written consent in lieu of a meeting was required, required shall be given to those Members entitled to vote or consent who did not sign such consent in writing (for which such notice and written consent may be delivered via electronic transmissionemail); provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such consent in lieu of a meetingwritten consent. Any action taken pursuant to such written consent in lieu of a meeting of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

Members Right to Act. For matters that require the approval or consent of the Members under this Agreement or the Delaware ActMembers, the Members shall act through meetings and written consents as described in paragraphs (a) and (b) below: (a) Except as otherwise expressly provided by Section 16.03(a)this Agreement, acts by the approval or consent Members holding a majority of the Majority MembersVoting Units (which shall in all cases include the Managing Member), voting together as a single class, shall be the approval or consent acts of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action in writing without a meeting may authorize another Person or Persons to act for such Member it by proxy. An electronic transmission mail or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Member shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 7.04(a7.05(a). No proxy shall be voted or acted upon after eleven (11) months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue. (b) The actions by the Members permitted hereunder may be taken at a meeting called by the Manager Managing Member or by the Majority Members holding a majority of the Voting Units entitled to vote on such matter on at least forty-eight five (485) hoursBusiness Days’ prior written notice to the other Members entitled to vote, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by consent in lieu of a meetingwritten consent), if improperly however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held signs sign a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by consent in lieu of a meetingwritten consent, so long as such consent is in writing and is signed by Members holding having not less than the minimum number of Voting Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken without a meetingtaken, which shall state the purpose or purposes for which such consent in lieu of is required and may be delivered via email without a meeting was requiredmeeting, shall be given to those Members entitled to vote or consent who did have not sign such consent (for which such notice and consent may be delivered via electronic transmission)consented in writing; provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such consent in lieu of a meetingwritten consent. Any action taken pursuant to such written consent in lieu of a meeting of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

Members Right to Act. For matters that require the approval or consent of the Members under this Agreement or the Delaware ActMembers, the Members shall act through meetings and written consents as described in paragraphs (a) and (b) below: (a) Except as otherwise expressly provided by Section 16.03(a)this Agreement, acts by the approval or consent Members holding a majority of the Majority MembersUnits, voting together as a single class, shall be the approval or consent acts of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action in writing without a meeting may authorize another Person person or Persons persons to act for such Member it by proxy. An electronic transmission mail, telegram, telex, cablegram or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Member shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 7.04(a7.05(a). No proxy shall be voted or acted upon after eleven months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue. (b) The actions by the Members permitted hereunder may be taken at a meeting called by the Manager or by the Majority Members holding a majority of the Units entitled to vote on such matter on at least forty-eight (48) 48 hours’ prior written notice to the other Members entitled to vote, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by consent in lieu of a meetingwritten consent), if improperly however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by consent in lieu of a meetingwritten consent, so long as such consent is in writing and is signed by Members holding having not less than the minimum number of Voting Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken without a meetingtaken, which shall state the purpose or purposes for which such consent in lieu of is required and may be delivered via email, without a meeting was required, shall be given to those Members entitled to vote or consent who did have not sign such consent (for which such notice and consent may be delivered via electronic transmission)consented in writing; provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such consent in lieu of a meetingwritten consent. Any action taken pursuant to such written consent in lieu of a meeting of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

Members Right to Act. For matters that expressly require the approval or consent of the Members under this Agreement or (rather than the Delaware Actapproval of the Board on behalf of the Members), the Members shall act through meetings and written consents as described in paragraphs (a) and (b) below: (a) Except as otherwise expressly provided by Section 16.03(a)this Agreement, acts by the approval or consent Members holding a majority of the Majority Members, voting Class A Common Units and Class B Common Units together as a single class, class shall be the approval or consent act of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action in writing without a meeting may authorize another Person person or Persons persons to act for such Member it by proxy. An electronic transmission For each matter upon which the Members are entitled to vote, each Class A Unitholder shall be entitled to one vote per Class A Common Unit held by such Class A Unitholder. Each Class B Unitholder shall be entitled to one vote per Class B Common Unit held by such Class B Unitholder. A telegram, telex, cablegram or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Member shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 7.04(a6.5(a). No proxy shall be voted or acted upon after eleven (11) months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two (2) or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue. (b) The actions by the Members permitted hereunder may be taken at a meeting meeting, called by the Manager Board or by Members holding a majority of the Majority Members Units entitled to vote on such matters on at least fortytwenty-eight four (4824) hours’ prior written notice to the other Members entitled to vote, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by consent in lieu of a meetingwritten consent), if improperly however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by written consent in lieu of (without a meeting, without notice and without a vote) so long as such consent is in writing and is signed by the Members holding having not less than the minimum number of Voting Units that would be necessary hereunder to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken without a meeting, which shall state the purpose or purposes for which such consent in lieu of a meeting was required, shall be given to those Members entitled to vote or consent who did have not sign such consent (for which such notice and consent may be delivered via electronic transmission); provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such consent consented in lieu of a meetingwriting. Any action taken pursuant to such written consent in lieu of a meeting of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

Members Right to Act. For matters that require the approval or consent of the Members under this Agreement or the Delaware ActMembers, the Members shall act through meetings and written consents as described in paragraphs (a) and (b) below: (a) Except as otherwise expressly provided by Section 16.03(a)this Agreement, acts by the approval or consent Members holding a majority of the Majority MembersCommon Units, voting together as a single class, shall be the approval or consent acts of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action in writing without a meeting may authorize another Person person or Persons persons to act for such Member it by proxy. An electronic transmission mail or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Member shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 7.04(a7.05(a). No proxy shall be voted or acted upon after eleven months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue. (b) The actions by the Members permitted hereunder may be taken at a meeting called by the Manager or by the Majority Members holding a majority of the Units entitled to vote on such matter on at least forty-eight (48) 48 hours’ prior written notice to the other Members entitled to vote, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by consent in lieu of a meetingwritten consent), if improperly however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by consent in lieu of a meetingwritten consent, so long as such consent is in writing and is signed by Members holding having not less than the minimum number of Voting Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken without a meetingtaken, which shall state the purpose or purposes for which such consent in lieu of is required and may be delivered via email, without a meeting was required, shall be given to those Members entitled to vote or consent who did have not sign such consent (for which such notice and consent may be delivered via electronic transmission)consented in writing; provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such consent in lieu of a meetingwritten consent. Any action taken pursuant to such written consent in lieu of a meeting of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

Members Right to Act. For matters that require the approval or consent of the Members under this Agreement or the Delaware ActMembers, the Members shall act through meetings and written consents as described in paragraphs (a) and (b) below: (a) Except as otherwise expressly provided by Section 16.03(a)this Agreement, acts by the approval or consent Members holding a majority of the Majority Membersoutstanding Units, voting together as a single class, shall be the approval or consent acts of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action without a meeting may authorize another Person person or Persons persons to act for such Member it by proxy. An electronic transmission mail, telegram, telex, cablegram or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Member shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 7.04(a7.05(a). No proxy shall be voted or acted upon after eleven (11) months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue. (b) The actions by the Members permitted hereunder may be taken at a meeting called by the Manager or by the Majority Members holding a majority of the Units entitled to vote or consent on such matter on at least forty-forty eight (48) hours’ prior written notice to the other Members entitled to votevote or consent, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by consent in lieu of a meetingwritten consent), if improperly however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by written consent in lieu (without the requirement of a meetingprior notice), so long as such consent is in writing and is signed by Members holding having not less than the minimum number of Voting Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken without a meeting, which shall state the purpose or purposes for which such consent in lieu of a meeting was required, shall be given to those Members entitled to vote or consent who did have not sign such consent (consented in writing, which notice shall state the purpose or purposes for which such notice consent is required and consent may be delivered via electronic transmission)email; provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such consent in lieu of a meetingwritten consent. Any action taken pursuant to such written consent in lieu of a meeting of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

Members Right to Act. For matters that require the approval or consent of the Members under this Agreement or the Delaware ActMembers, the Members shall act through meetings and written consents as described in paragraphs (a) and (b) below: (a) Except as otherwise expressly provided by Section 16.03(a)this Agreement or the Act, acts by the approval or consent Members holding a majority of the Majority MembersClass A Units, voting together as a single class, shall be the approval or consent acts of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action in writing without a meeting may authorize another Person person or Persons persons to act for such Member it by proxy. An electronic transmission mail or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Member shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 7.04(a7.05(a). No proxy shall be voted or acted upon after eleven months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue. (b) The actions by the Members permitted hereunder may be taken at a meeting called by the Manager or by the Majority Members holding a majority of the Units entitled to vote on such matter on at least forty-eight (48) 48 hours’ prior written notice to the other Members entitled to vote, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by consent in lieu of a meetingwritten consent), if improperly however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by consent in lieu of a meetingwritten consent, so long as such consent is in writing and is signed by Members holding having not less than the minimum number of Voting Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken without a meetingtaken, which shall state the purpose or purposes for which such consent in lieu of is required and may be delivered via email, without a meeting was required, shall be given to those Members entitled to vote or consent who did have not sign such consent (for which such notice and consent may be delivered via electronic transmission)consented in writing; provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such consent in lieu of a meetingwritten consent. Any action taken pursuant to such written consent in lieu of a meeting of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.. LEGAL\41134311\10

Members Right to Act. For matters that require the approval or consent of the Members under this Agreement or the Delaware ActMembers, the Members shall act through meetings and written consents as described in paragraphs (a) and (b) below: (a) Except as otherwise expressly provided by Section 16.03(a)this Agreement, acts by the approval or consent Members holding a majority of the Majority Membersoutstanding Units, voting together as a single class, shall be the approval or consent acts of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action without a meeting may authorize another Person person or Persons persons to act for such Member it by proxy. An electronic transmission mail, telegram, telex, cablegram or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Member shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 7.04(a7.05(a). No proxy shall be voted or acted upon after eleven (11) months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue. (b) The actions by the Members permitted hereunder may be taken at a meeting called by the Manager or by the Majority Members holding a majority of the Units entitled to vote or consent on such matter on at least forty-forty eight (48) hours’ prior written notice to the other Members entitled to votevote or consent, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by consent in lieu of a meetingwritten consent), if improperly however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by written consent in lieu (without the requirement of a meetingprior notice), so long as such consent is in writing and is signed by Members holding having not less than the minimum number of Voting Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken without a meeting, which shall state the purpose or purposes for which such consent in lieu of a meeting was required, shall be given to those Members entitled to vote or consent who did have not sign such consent (consented in writing, which notice shall state the purpose or purposes for which such notice consent is required and consent may be delivered via electronic transmission)email; provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such consent in lieu of a meetingwritten consent. Any action taken pursuant to such written consent in lieu of a meeting of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

Members Right to Act. For matters that require Except as expressly provided in this Agreement, the Members shall not have any voting rights with respect to the Units. To the extent this Agreement requires the approval or consent of the Members under this Agreement or the Delaware ActMembers, the Members shall act through meetings and or written consents as described in paragraphs (a) and (b) below: (a) Except as otherwise expressly provided by Section 16.03(a)this Agreement, acts by the approval or consent Members holding a majority of the Majority Membersoutstanding Units entitled to vote on such matter, voting together as a single class, shall be the approval or consent acts of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action without a meeting may authorize another Person person or Persons persons to act for such Member it by proxy. An electronic transmission mail, telegram, telex, cablegram or similar transmission by the Member, or a photographic, photostatic, .PDF, facsimile or similar reproduction of a writing executed by the Member shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 7.04(a7.05(a). No proxy shall be voted or acted upon after eleven months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue. (b) The actions by the Members permitted hereunder may be taken at a meeting called by the Manager or by the Majority Members holding a majority of the Units entitled to vote on such matter on at least forty-forty eight (48) hours’ prior written notice to the other Members entitled to vote, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by consent in lieu of a meetingwritten consent), if improperly however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by consent in lieu of a meetingwritten consent, so long as such consent is in writing and is signed by Members holding having not less than the minimum number of Voting Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt Reasonably prompt notice of the action so taken without a meetingtaken, which shall state the purpose or purposes for which such consent in lieu of is required and may be delivered via email, without a meeting was required, shall be given to those Members entitled to vote or consent who did have not sign such consent (for which such notice and consent may be delivered via electronic transmission)consented in writing; provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such consent in lieu of a meetingwritten consent. Any action taken pursuant to such written consent in lieu of a meeting of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

Members Right to Act. For matters that require the approval or consent of the Members under this Agreement or the Delaware ActMembers, the Members shall act through meetings and written consents as described in paragraphs (a) and (b) below: (a) Except as otherwise expressly provided by Section 16.03(a)this Agreement, acts by the approval or consent Members holding a majority of the Majority MembersUnits, voting together as a single class, shall be the approval or consent acts of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action in writing without a meeting may authorize another Person person or Persons persons to act for such Member it by proxy. An electronic transmission mail, telegram, telex, cablegram or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Member shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 7.04(a)0. No proxy shall be voted or acted upon after eleven months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue. (b) The actions by the Members permitted hereunder may be taken at a meeting called by the Manager or by the Majority Members holding a majority of the Units entitled to vote on such matter on at least forty-eight (48) 48 hours’ prior written notice to the other Members entitled to vote, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by consent in lieu of a meetingwritten consent), if improperly however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by consent in lieu of a meetingwritten consent, so long as such consent is in writing and is signed by Members holding having not less than the minimum number of Voting Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken without a meetingtaken, which shall state the purpose or purposes for which such consent in lieu of is required and may be delivered via email, without a meeting was required, shall be given to those Members entitled to vote or consent who did have not sign such consent (for which such notice and consent may be delivered via electronic transmission)consented in writing; provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such consent in lieu of a meeting. written consent.. Any action taken pursuant to such written consent in lieu of a meeting of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

Members Right to Act. For matters that require the approval or consent of the Members under this Agreement or the Delaware ActMembers, the Members shall act through meetings and written consents as described in paragraphs (a) and (b) below:below:‌ (a) Except as otherwise expressly provided by Section 16.03(a)this Agreement, acts by the approval or consent Members holding a majority of the Majority MembersCommon A Units, voting together as a single class, shall be the approval or consent acts of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action in writing without a meeting may authorize another Person person or Persons persons to act for such Member it by proxy. An electronic transmission mail or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Member shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 7.04(a7.05(a). No proxy shall be voted or acted upon after eleven months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue. (b) The actions by the Members permitted hereunder may be taken at a meeting called by the Manager or by the Majority Members holding a majority of the Units entitled to vote on such matter on at least forty-eight (48) 48 hours’ prior written notice to the other Members entitled to vote, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by consent in lieu of a meetingwritten consent), if improperly however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by consent in lieu of a meetingwritten consent, so long as such consent is in writing and is signed by Members holding having not less than the minimum number of Voting Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken without a meetingtaken, which shall state the purpose or purposes for which such consent in lieu of is required and may be delivered via email, without a meeting was required, shall be given to those Members entitled to vote or consent who did have not sign such consent (for which such notice and consent may be delivered via electronic transmission)consented in writing; provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such consent in lieu of a meetingwritten consent. Any action taken pursuant to such written consent in lieu of a meeting of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

Members Right to Act. For matters that require the approval or consent of the Members under this Agreement or the Delaware ActMembers, the Members shall act through meetings and written consents as described in paragraphs (a) and (b) below: (a) Except as otherwise expressly provided by Section 16.03(a)this Agreement, acts by the approval or consent Members holding a majority of the Majority MembersUnits, voting together as a single class, shall be the approval or consent acts of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action in writing without a meeting may authorize another Person person or Persons persons to act for such Member it by proxy. An electronic transmission mail, telegram, telex, cablegram or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Member shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 7.04(a7.05(a). No proxy shall be voted or acted upon after eleven (11) months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue. (b) The actions by the Members permitted hereunder may be taken at a meeting called by the Manager or by the Majority Members holding a majority of the Units entitled to vote on such matter on at least forty-eight five (485) hours’ Business Days prior written notice to the other Members entitled to vote, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by consent in lieu of a meetingwritten consent), if improperly however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice. Whenever notice if (but not until)is required to be given under any provision of this Agreement or the Delaware Act, either beforea written waiver thereof, at signed by the Person entitled to notice, or a waiver by electronic transmission by the Person entitled to notice, whether before or after the meetingtime stated therein, the Members entitled shall be deemed equivalent to vote or consent as to whom it was improperly held signs notice. Attendance of a Person at a meeting shall constitute a waiver of notice or of such meeting, except when the Person attends a consent meeting for the express purpose of objecting, at the beginning of the meeting, to the holding transaction of such any business because the meeting is not lawfully called or an approval convened. Neither the business to be transacted at, nor the purpose of, any meeting need be specified in any written waiver or any waiver by electronic transmission of notice unless so required by this Agreement or the minutes thereofDelaware Act. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by written consent in lieu (without the requirement of a meetingprior notice), so long as such consent is in writing and is signed by Members holding having not less than the minimum number of Voting Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken without a meetingtaken, which shall state the purpose or purposes for which such consent in lieu of is required and may be delivered via email, without a meeting was required, shall be given to those Members entitled to vote or consent who did have not sign such consent (for which such notice and consent may be delivered via electronic transmission)consented in writing; provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such consent in lieu of a meeting. Any action taken pursuant to such consent in lieu of a meeting of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.written

Members Right to Act. For matters that require the approval or consent of the Members under this Agreement or the Delaware Act, the Members shall act through meetings and consents as described in paragraphs (a) and (b) below: : (a) Except as otherwise expressly provided by Section 16.03(a19.03(a), the approval or consent of the Majority Members, voting together as a single class, shall be the approval or consent of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action without a meeting may authorize another Person or Persons to act for such Member by proxy. An electronic transmission or similar transmission by the Member, or a photographic, facsimile or similar reproduction of a writing executed by the Member shall be treated as a proxy executed in writing for purposes of this Section 7.04(a). No proxy shall be voted or acted upon after eleven months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue. (b) The actions by the Members permitted hereunder may be taken at a meeting called by the Manager or by the Majority Members on at least forty-eight (48) hours’ prior written notice to the other Members entitled to vote, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by consent in lieu of a meeting), if improperly called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held signs a waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by consent in lieu of a meeting, so long as such consent is in writing and is signed by Members holding not less than the minimum number of Voting Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken without a meeting, which shall state the purpose or purposes for which such consent in lieu of a meeting was required, shall be given to those Members entitled to vote or consent who did not sign such consent (for which such notice and consent may be delivered via electronic transmission); provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such consent in lieu of a meeting. Any action taken pursuant to such consent in lieu of a meeting of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

Members Right to Act. For matters that require the approval or consent of the Members under this Agreement or the Delaware ActMembers, the Members shall act through meetings and written consents as described in paragraphs (a) and (b) below: (a) Except as otherwise expressly provided by Section 16.03(a)this Agreement, acts by the approval or consent Members holding a majority of the Majority Membersoutstanding Units, voting together as a single class, shall be the approval or consent acts of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action without a meeting may authorize another Person person or Persons persons to act for such Member it by proxy. An electronic transmission mail, telegram, telex, cablegram or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Member shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 7.04(a7.05(a). No proxy shall be voted or acted upon after eleven months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue. (b) The actions by the Members permitted hereunder may be taken at a meeting called by the Manager or by the Majority Members holding a majority of the Units entitled to vote on such matter on at least forty-eight (48) 48 hours’ prior written notice to the other Members entitled to vote, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by consent in lieu of a meetingwritten consent), if improperly however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by consent in lieu of a meetingwritten consent, so long as such consent is in writing and is signed by Members holding having not less than the minimum number of Voting Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted; provided that if such written consent is not unanimous, any action approved by such written consent shall not be effective until two (2) Business Days following the date notice of such written consent has been delivered to all the Members. Prompt notice of the action so taken without a meetingtaken, which shall state the purpose or purposes for which such consent in lieu of is required and may be delivered via email, without a meeting was required, shall be given to those Members entitled to vote or consent who did have not sign such consent (for which such notice and consent may be delivered via electronic transmission)consented in writing; provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such consent in lieu of a meetingwritten consent. Any action taken pursuant to such written consent in lieu of a meeting of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

Members Right to Act. For matters that require the approval or consent of the Members under this Agreement or the Delaware ActMembers, the Members shall act through meetings and written consents as described in paragraphs clauses (a) and (b) below: (a) Except as otherwise expressly provided by Section 16.03(a)this Agreement, acts by the approval or consent Members holding a majority of the Majority Membersoutstanding Units, voting together as a single class, shall be the approval or consent acts of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action in writing without a meeting may authorize another Person or Persons to act for such Member it by proxy. An electronic transmission mail, telegram, telex, cablegram or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Member shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 7.04(a7.05(a). No proxy shall be voted or acted upon after eleven months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue. (b) The actions by the Members permitted hereunder may be taken at a meeting called by the Manager or by the Majority Members holding a majority of the Units entitled to vote on such matter on at least forty-eight five (485) hoursBusiness Days’ prior written notice to the other Members entitled to vote, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by consent in lieu of a meetingwritten consent), if improperly however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it the meeting was improperly held signs sign a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereofthereof or if such Members appear at the meeting and do not object to the validity of the meeting before the taking of any votes or consents. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by consent in lieu of a meetingwritten consent, so long as such consent is in writing and is signed by Members holding having not less than the minimum number of Voting Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken without a meetingtaken, which shall state the purpose or purposes for which such consent in lieu of was required and may be delivered via email, without a meeting was required, shall be given to those Members entitled to vote or consent who did have not sign such consent (for which such notice and consent may be delivered via electronic transmission)consented in writing; provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such consent in lieu of a meetingwritten consent. Any action taken pursuant to such written consent in lieu of a meeting of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

Members Right to Act. For matters that require the approval or consent of the Members under this Agreement or the Delaware ActMembers, the Members shall act through meetings and written consents as described in paragraphs (a) and (b) below: (a) Except as otherwise expressly provided by Section 16.03(a)this Agreement, acts by the approval or consent Members holding a majority of the Majority MembersUnits, voting together as a single class, shall be the approval or consent acts of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action in writing without a meeting may authorize another Person person or Persons persons to act for such Member it by proxy. An electronic transmission mail, telegram, telex, cablegram or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Member shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 7.04(a7.5(a). No proxy shall be voted or acted upon after eleven months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue. (b) The actions by the Members permitted hereunder may be taken at a meeting called by the Manager or by the Majority Members holding a majority of the Units entitled to vote on such matter on at least forty-eight (48) 48 hours’ prior written notice to the other Members entitled to vote, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by consent in lieu of a meetingwritten consent), if improperly however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by consent in lieu of a meetingwritten consent, so long as such consent is in writing and is signed by Members holding having not less than the minimum number of Voting Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken without a meetingtaken, which shall state the purpose or purposes for which such consent in lieu of is required and may be delivered via email, without a meeting was required, shall be given to those Members entitled to vote or consent who did have not sign such consent (for which such notice and consent may be delivered via electronic transmission)consented in writing; provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such consent in lieu of a meetingwritten consent. Any action taken pursuant to such written consent in lieu of a meeting of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

Members Right to Act. Members shall only have the right to act as expressly set forth in this Agreement. For matters that require situations which the approval or consent of the Members under this Agreement or (rather than the Delaware Actapproval of the Board on behalf of the Members) is required, the Members shall act through meetings and and/or written consents as described in paragraphs (a) and (b) below: (a) Except as otherwise expressly provided by Section 16.03(a)this Agreement or by applicable law, the approval or consent Members holding Common Units shall be entitled to one vote per Common Unit on all matters to be voted on by the Members. Without limiting the generality of the foregoing, acts by a Majority Membersin Interest (if, voting together as a single classand only if, such Majority in Interest includes the TPC Member) shall be the approval or consent act of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action in writing without a meeting may authorize another Person or Persons to act for such Member by proxy. An electronic transmission email or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Member shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 7.04(a5.5(a). No proxy shall be voted or acted upon after eleven (11) months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two (2) or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, or if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue. (b) The Except as otherwise provided by this Agreement, the actions by the Members permitted hereunder may be taken at a meeting called by Members holding in the Manager or by the Majority Members on aggregate at least forty-eight ten percent (4810%) hours’ prior written notice of the outstanding Common Units by delivering to the other Members entitled at least three (3) Business Days prior to vote, such meeting a notice of such meeting which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by , and the day, hour and place of such meeting; provided that the Members entitled calling such a special meeting shall use good faith efforts to vote or consent at any meeting ensure that each other Member actually receives such notice, including by sending such notice in multiple formats (i.e., by email, certified mail, etc.). Except as opposed to otherwise provided by consent in lieu of a meeting), if improperly called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meetingthis Agreement, the Members entitled to vote or consent as to whom it was improperly held signs a waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may shall be taken by vote of the Members entitled to vote or consent at a meeting or and approved by consent in lieu of a meeting, so long as such consent is in writing and is signed by the Members holding having not less than the minimum number of Voting Units that would be necessary to authorize or take such action (by a Majority in Interest unless a higher percentage is otherwise required in this Agreement); provided that any action required or permitted to be taken at any meeting of the Members may be taken without a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of if a consent in writing, setting forth the action so taken without taken, is signed by the Members having not less than the minimum number of Units that would be necessary to authorize or take such action (by a meeting, which shall state the purpose or purposes for which such consent Majority in lieu of Interest unless a meeting was required, shall be given to those Members entitled to vote or consent who did not sign such consent (for which such notice and consent may be delivered via electronic transmissionhigher percentage is otherwise required in this Agreement); provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such consent in lieu of a meeting. Any action taken pursuant to such written consent in lieu of a meeting of the Members shall have the same force and effect as if taken by the Members at a meeting thereof. All requests for written consent shall be sent simultaneously to all Members entitled to vote on such action. Attendance of a Member at a meeting is a waiver of notice of such meeting, except when such Member attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business at the meeting on the ground that the meeting is not lawfully called or convened. A meeting of the Members may be held by conference telephone or similar communications equipment by means of which all individuals participating in the meeting can be heard. Prompt notice of the taking of an action at a meeting of the Members shall be given to those Members who were not in attendance at such meeting. After approval of the Members, the minutes of each meeting shall be added to the Company minute book and maintained at the Company’s principal place of business.

Members Right to Act. For matters that require the approval or consent of the Members under this Agreement or the Delaware ActMembers, the Members shall act through meetings and written consents as described in paragraphs (a) and (b) below: (a) Except as otherwise expressly provided by Section 16.03(a)this Agreement, acts by the approval or consent Members holding a majority of the Majority Membersoutstanding Units, voting together as a single class, shall be the approval or consent acts of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action in writing without a meeting may authorize another Person person or Persons persons to act for such Member it by proxy. An electronic transmission mail, telegram, telex, cablegram or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Member shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 7.04(a7.05(a). No proxy shall be voted or acted upon after eleven months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue. (b) The actions by the Members permitted hereunder may be taken at a meeting called by the Manager or by the Majority Members holding a majority of the Units entitled to vote on such matter on at least forty-eight five (485) hoursBusiness Days’ prior written notice to the other Members entitled to vote, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by consent in lieu of a meetingwritten consent), if improperly however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it the meeting was improperly held signs sign a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereofthereof or if such Members appear at the meeting and do not object to the validity of the meeting before the taking of any votes or consents. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by consent in lieu of a meetingwritten consent, so long as such consent is in writing and is signed by Members holding having not less than the minimum number of Voting Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken without a meetingtaken, which shall state the purpose or purposes for which such consent in lieu of was required and may be delivered via email, without a meeting was required, shall be given to those Members entitled to vote or consent who did have not sign such consent (for which such notice and consent may be delivered via electronic transmission)consented in writing; provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such consent in lieu of a meetingwritten consent. Any action taken pursuant to such written consent in lieu of a meeting of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

Members Right to Act. For matters that require the approval or consent of the Members under this Agreement or the Delaware ActMembers, the Members shall act through meetings and written consents as described in paragraphs (a) and (b) below: (a) Except as otherwise expressly provided by Section 16.03(a)this Agreement, acts by the approval or consent Members holding a majority of the Majority Membersoutstanding Units, voting together as a single class, shall be the approval or consent acts of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action in writing without a meeting may authorize another Person person or Persons persons to act for such Member it by proxy. An electronic transmission mail, telegram, telex, cablegram or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Member shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 7.04(a7.05(a). No proxy shall be voted or acted upon after eleven months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue. (b) The actions by the Members permitted hereunder may be taken at a meeting called by the Manager or by the Majority Members holding a majority of the Units entitled to vote on such matter on at least forty-eight (48) 120 hours’ prior written notice to the other Members entitled to vote, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by consent in lieu of a meetingwritten consent), if improperly however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by consent in lieu of a meetingwritten consent, so long as such consent is in writing and is signed by Members holding having not less than the minimum number of Voting Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken without a meetingtaken, which shall state the purpose or purposes for which such consent in lieu of is required and may be delivered via email, without a meeting was required, shall be given to those Members entitled to vote or consent who did have not sign such consent (for which such notice and consent may be delivered via electronic transmission)consented in writing; provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such consent in lieu of a meetingwritten consent. Any action taken pursuant to such written consent in lieu of a meeting of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

Members Right to Act. For matters that require the approval or consent of the Members under this Agreement generally (rather than the approval of the Managing Member on behalf of the Members or the Delaware Actapproval of a particular group of Members), the Members shall act through meetings and written consents as described in paragraphs (a) and (b) below: (a) Except as otherwise expressly provided by Section 16.03(a)this Agreement or as required by the Delaware Act, acts by the approval or consent Members holding a majority of the Majority Members, Units voting together as a single class, class shall be the approval or consent act of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action in writing without a meeting may authorize another Person person or Persons persons to act for such Member it by proxy. An electronic transmission A telegram, email or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Member shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 7.04(a6.5(a). No proxy shall be voted or acted upon after eleven months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue. (b) The actions by the Members permitted hereunder may be taken at a meeting called by the Manager Managing Member or by Members holding a majority of the Majority Members Units on at least fortytwenty-eight (48) four hours’ prior written notice to the other Members entitled to vote, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by consent in lieu of a meetingwritten consent), if improperly however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by written consent in lieu of (without a meeting, without notice and without a vote) so long as such consent is in writing and is signed by the Members holding having not less than the minimum number of Voting Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken without a meeting, which shall state the purpose or purposes for which such consent in lieu of a meeting was required, shall be given to those Members entitled to vote or consent who did have not sign such consent (for which such notice and consent may be delivered via electronic transmission); provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such consent consented in lieu of a meetingwriting. Any action taken pursuant to such written consent in lieu of a meeting of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

Members Right to Act. For matters that require the approval or consent of the Members under this Agreement or the Delaware ActMembers, the Members shall act through meetings and written consents as described in paragraphs (a) and (b) below: (a) Except as otherwise expressly provided by Section 16.03(a)this Agreement, the approval vote of Members (or consent a subset thereof) holding a majority of the Majority MembersUnits (or a majority of the Units held by such subset), voting together as a single class, shall be the approval or consent act of the MembersMembers (or subset thereof). Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action in writing without a meeting may authorize another Person person or Persons persons to act for such Member it by proxy. An electronic transmission mail, telegram, telex, cablegram or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Member shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 7.04(a6.5(a). No proxy shall be voted or acted upon after eleven (11) months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue. (b) The actions by the Members permitted hereunder may be taken at a meeting called by the Manager or by the Majority Members holding a majority of the Units on at least forty-eight (48) 48 hours’ prior written notice to the other Members entitled to voteMembers, which notice shall state the purpose or purposes for which such meeting is being called. The actions Actions taken by the Members entitled to vote or consent at any meeting (as opposed to by consent in lieu of a meetingwritten consent), if improperly however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions Actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by consent in lieu of a meetingwritten consent, so long as such consent is in writing and is signed by Members holding having not less than the minimum number of Voting Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken without a meetingtaken, which shall state the purpose or purposes for which such consent in lieu of a meeting was requiredis required and may be delivered via email, shall be given to those Members entitled to vote or consent who did have not sign such consent (for which such notice and consent may be delivered via electronic transmission)consented in writing; provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such consent in lieu of a meetingwritten consent. Any action taken pursuant to such written consent in lieu of a meeting of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

Members Right to Act. For matters that require the approval or consent of the Members under this Agreement or the Delaware ActMembers, the Members shall act through meetings and written consents as described in paragraphs (a) and (b) below: : (a) Except as otherwise expressly provided by Section 16.03(a)this Agreement, acts by the approval or consent Members holding a majority of the Majority MembersCommon Units, voting together as a single class, shall be the approval or consent acts of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action in writing without a meeting may authorize another Person person or Persons persons to act for such Member it by proxy. An electronic transmission mail or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Member shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 7.04(a7.05(a). No proxy shall be voted or acted upon after eleven months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue. (b) The actions by the Members permitted hereunder may be taken at a meeting called by the Manager or by the Majority Members on at least forty-eight (48) hours’ prior written notice to the other Members entitled to vote, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by consent in lieu of a meeting), if improperly called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held signs a waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by consent in lieu of a meeting, so long as such consent is in writing and is signed by Members holding not less than the minimum number of Voting Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken without a meeting, which shall state the purpose or purposes for which such consent in lieu of a meeting was required, shall be given to those Members entitled to vote or consent who did not sign such consent (for which such notice and consent may be delivered via electronic transmission); provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such consent in lieu of a meeting. Any action taken pursuant to such consent in lieu of a meeting of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

Members Right to Act. For matters that require the approval or consent of the Members under this Agreement generally (rather than the approval of the Managing Member on behalf of the Members or the Delaware Actapproval of a particular group of Members), the Members shall act through meetings and written consents as described in paragraphs (a) and (b) below: (a) Except as otherwise expressly provided by Section 16.03(a)this Agreement or as required by the Texas Act, acts by the approval or consent Members holding a majority of the Majority Members, Units voting together as a single class, class shall be the approval or consent act of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action in writing without a meeting may authorize another Person person or Persons persons to act for such Member it by proxy. An electronic transmission A telegram, email or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Member shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 7.04(a6.5(a). No proxy shall be voted or acted upon after eleven months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue. (b) The actions by the Members permitted hereunder may be taken at a meeting called by the Manager Managing Member or by Members holding a majority of the Majority Members on at least fortytwenty-eight (48) four hours’ prior written notice to the other Members entitled to vote, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by consent in lieu of a meetingwritten consent), if improperly however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by written consent in lieu of (without a meeting, without notice and without a vote) so long as such consent is in writing and is signed by the Members holding having not less than the minimum number of Voting Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken without a meeting, which shall state the purpose or purposes for which such consent in lieu of a meeting was required, shall be given to those Members entitled to vote or consent who did have not sign such consent (for which such notice and consent may be delivered via electronic transmission); provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such consent consented in lieu of a meetingwriting. Any action taken pursuant to such written consent in lieu of a meeting of the Members shall have the same force and effect as if taken by the Members at a meeting thereof. (c) Notwithstanding anything to the contrary in this Agreement, Section Chapter 10, Subchapter H of the Texas Business Organizations Code shall not apply or be incorporated into this Agreement.

Members Right to Act. For matters that require the approval or consent of the Members under this Agreement or the Delaware ActMembers, the Members shall act through meetings and written consents as described in paragraphs (a) and (b) below: (a) Except as otherwise expressly provided by Section 16.03(a)this Agreement, acts by the approval or consent Members holding a majority of the Majority MembersUnits, voting together as a single class, shall be the approval or consent acts of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action in writing without a meeting may authorize another Person person or Persons persons to act for such Member it by proxy. An electronic transmission mail, telegram, telex, cablegram or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Member shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 7.04(a7.5(a). No proxy shall be voted or acted upon after eleven months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue. (b) The actions by the Members permitted hereunder may be taken at a meeting called by the Manager or by the Majority Members holding a majority of the Units entitled to vote on such matter on at least forty-eight (48) 48 hours’ prior written notice to the other Members entitled to vote, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by consent in lieu of a meetingwritten consent), if improperly however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by consent in lieu of a meetingwritten consent, so long as such consent is in writing and is signed by Members holding having not less than the minimum number of Voting Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken without a meetingtaken, which shall state the purpose or purposes for which such consent in lieu of is required and may be delivered via email, without a meeting was required, shall be given to those Members entitled to vote or consent who did have not sign such consent (for which such notice and consent may be delivered via electronic transmission)consented in writing; provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such consent in lieu of a meeting. written consent.. Any action taken pursuant to such written consent in lieu of a meeting of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

Members Right to Act. For matters that require the approval or consent of the Members under this Agreement or the Delaware ActMembers, the Members shall act through meetings and written consents as described in paragraphs (a) and (b) below: (a) Except as otherwise expressly provided by Section 16.03(a)this Agreement, acts by the approval or consent Members holding a majority of the Majority MembersUnits, voting together as a single class, shall be the approval or consent acts of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action in writing without a meeting may authorize another Person person or Persons persons to act for such Member it by proxy. An electronic transmission mail, telegram, telex, cablegram or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Member shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 7.04(a7.05(a). No proxy shall be voted or acted upon after eleven months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue. (b) The actions by the Members permitted hereunder may be taken at a meeting called by the Manager or by the Majority Members holding a majority of the Units entitled to vote on such matter on at least forty-eight (48) [120 hours’ ’] prior written notice to the other Members entitled to vote, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by consent in lieu of a meetingwritten consent), if improperly however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by consent in lieu of a meetingwritten consent, so long as such consent is in writing and is signed by Members holding having not less than the minimum number of Voting Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken without a meetingtaken, which shall state the purpose or purposes for which such consent in lieu of is required and may be delivered via email, without a meeting was required, shall be given to those Members entitled to vote or consent who did have not sign such consent (for which such notice and consent may be delivered via electronic transmission)consented in writing; provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such consent in lieu of a meetingwritten consent. Any action taken pursuant to such written consent in lieu of a meeting of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

Members Right to Act. For matters that require the approval or consent of the Members under this Agreement generally (rather than the approval of the Board on behalf of the Members or the Delaware Actapproval of a particular group of Members), the Members shall act through meetings and written consents as described in paragraphs (a) and (b) below: (a) Except as otherwise expressly provided by Section 16.03(a), the approval this Agreement or consent as required by non-waivable provision of the Majority MembersDelaware Act, voting together as a single class, acts by the Requisite Members shall be the approval or consent act of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action in writing without a meeting may authorize another Person person or Persons persons to act for such Member it by proxy. An electronic transmission email or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Member Member, shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 7.04(a6.5(a). No proxy shall be voted or acted upon after eleven months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue. (b) The actions by the Members permitted hereunder may be taken at a meeting called by the Manager Board or by the Majority Requisite Members on at least fortytwenty-eight four (4824) hours’ prior written notice to the other Members entitled to vote, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote Participation or consent attendance of a Member at any meeting (as opposed to by consent of Members constitutes presence in lieu person at the meeting and waiver of a notice of such meeting), if improperly required, except where a Member participates in or attends the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called and noticedor convened. When any notice is required to be given to any Member, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until)waiver thereof in writing signed by the Person entitled to such notice, either whether before, at or after the meetingtime stated therein, the Members entitled to vote or consent as to whom it was improperly held signs a waiver of notice or a consent shall be equivalent to the holding giving of such meeting or an approval of the minutes thereofnotice. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by written consent in lieu of (without a meeting, without notice and without a vote) so long as such consent is in writing and is signed by the Members holding having not less than the minimum number of Voting Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken without a meeting, which shall state the purpose or purposes for which such consent in lieu of a meeting was required, shall be given to those Members entitled to vote or consent who did have not sign such consent (for which such notice and consent may be delivered via electronic transmission); provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such consent consented in lieu of a meetingwriting. Any action taken pursuant to such written consent in lieu of a meeting of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

Members Right to Act. For matters that require the approval or consent of the Members under this Agreement or the Delaware ActMembers, the Members shall act through meetings and written consents as described in paragraphs (a) and (b) below: (a) Except as otherwise expressly provided by Section 16.03(a)this Agreement, acts by the approval or consent Members holding a majority of the Majority MembersUnits, voting together as a single class, shall be the approval or consent acts of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action in writing without a meeting may authorize another Person person or Persons persons to act for such Member it by proxy. An electronic transmission mail, telegram, telex, cablegram or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Member shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 7.04(a7.05(a). No proxy shall be voted or acted upon after eleven (11) months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue. (b) The actions by the Members permitted hereunder may be taken at a meeting called by the Manager or by the Majority Members holding a majority of the Units entitled to vote on such matter on at least forty-eight five (485) hours’ Business Days prior written notice to the other Members entitled to vote, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by consent in lieu of a meetingwritten consent), if improperly however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice. Whenever notice if (but not until)is required to be given under any provision of this Agreement or the Delaware Act, either beforea written waiver thereof, at signed by the Person entitled to notice, or a waiver by electronic transmission by the Person entitled to notice, whether before or after the meetingtime stated therein, the Members entitled shall be deemed equivalent to vote or consent as to whom it was improperly held signs notice. Attendance of a Person at a meeting shall constitute a waiver of notice or of such meeting, except when the Person attends a consent meeting for the express purpose of objecting, at the beginning of the meeting, to the holding transaction of such any business because the meeting is not lawfully called or an approval convened. Neither the business to be transacted at, nor the purpose of, any meeting need be specified in any written waiver or any waiver by electronic transmission of notice unless so required by this Agreement or the minutes thereofDelaware Act. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by written consent in lieu (without the requirement of a meetingprior notice), so long as such consent is in writing and is signed by Members holding having not less than the minimum number of Voting Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken without a meetingtaken, which shall state the purpose or purposes for which such consent in lieu of is required and may be delivered via email, without a meeting was required, shall be given to those Members entitled to vote or consent who did have not sign such consent (for which such notice and consent may be delivered via electronic transmission)consented in writing; provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such consent in lieu of a meetingwritten consent. Any action taken pursuant to such written consent in lieu of a meeting of the Members shall have the same force and effect as if taken by the Members at a meeting thereof. Consents of Members may also be given by electronic transmission.

Members Right to Act. For matters that require the approval or consent of the Members under this Agreement generally (rather than the approval of the Manager on behalf of the Members or the Delaware Actapproval of a particular group of Members), the Members shall act through meetings and written consents as described in paragraphs (ab) and (bc) below: (a) Except as otherwise expressly provided set forth herein or as required by Section 16.03(a)the Delaware Act, the a Member shall not have any voting, approval or consent rights under this Agreement or the Delaware Act with respect to the Units held by such Person, including with respect to any matters to be decided by the Company or any other governance matters described in this Agreement, and each holder of Units, by its acceptance thereof, expressly waives any consent, approval or voting rights or other rights to participate in the governance of the Majority MembersCompany, voting together as a single classwhether such rights may be provided under the Delaware Act (including under Sections 18-209(b), shall be the approval 18-213(b), 18-216(b), 18-301(b)(1), 18-302(a), 18-304, 18-704(a), 18-801(a), 18-803(a) or consent 18-806 of the Members. Delaware Act) or otherwise. (b) Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action in writing without a meeting may authorize another Person person or Persons persons to act for such Member it by proxy. An electronic transmission A telegram, email or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Member shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 7.04(a6.5(a). No proxy shall be voted or acted upon after eleven months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue. (bc) The actions by the Members permitted hereunder may be taken at a meeting called by the Manager or by Members holding a majority of the Majority Members Units on at least fortytwenty-eight (48) four hours’ prior written notice to the other Members entitled to vote, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by consent in lieu of a meetingwritten consent), if improperly however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by written consent in lieu of (without a meeting, without notice and without a vote) so long as such consent is in writing and is signed by the Members holding having not less than the minimum number of Voting Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken without a meeting, which shall state the purpose or purposes for which such consent in lieu of a meeting was required, shall be given to those Members entitled to vote or consent who did have not sign such consent (for which such notice and consent may be delivered via electronic transmission); provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such consent consented in lieu of a meetingwriting. Any action taken pursuant to such written consent in lieu of a meeting of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

Members Right to Act. For matters that require the approval or consent of the Members under this Agreement generally (rather than the approval of the Managing Member on behalf of the Members or the Delaware Actapproval of a particular group of Members), the Members shall act through meetings and written consents as described in paragraphs (ab) and (bc) below: (a) Except as otherwise expressly provided set forth herein or as required by Section 16.03(a)the Delaware Act, the a Member shall not have any voting, approval or consent rights under this Agreement or the Delaware Act with respect to the Units held by such Person, including with respect to any matters to be decided by the Company or any other governance matters described in this Agreement, and each holder of Units, by its acceptance thereof, expressly waives any consent, approval or voting rights or other rights to participate in the governance of the Majority MembersCompany, voting together as a single classwhether such rights may be provided under the Delaware Act (including under Sections 18-209(b), shall be the approval 18-213(b), 18-216(b), 18-301(b)(1), 18-302(a), 18-304, 18-704(a), 18-801(a), 18-803(a) or consent 18-806 of the Members. Delaware Act) or otherwise. (b) Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action in writing without a meeting may authorize another Person person or Persons persons to act for such Member it by proxy. An electronic transmission A telegram, email or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Member shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 7.04(a6.5(a). No proxy shall be voted or acted upon after eleven months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue. (bc) The actions by the Members permitted hereunder may be taken at a meeting called by the Manager Managing Member or by Members holding a majority of the Majority Members Units on at least fortytwenty-eight (48) four hours’ prior written notice to the other Members entitled to vote, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by consent in lieu of a meetingwritten consent), if improperly however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by written consent in lieu of (without a meeting, without notice and without a vote) so long as such consent is in writing and is signed by the Members holding having not less than the minimum number of Voting Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken without a meeting, which shall state the purpose or purposes for which such consent in lieu of a meeting was required, shall be given to those Members entitled to vote or consent who did have not sign such consent (for which such notice and consent may be delivered via electronic transmission); provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such consent consented in lieu of a meetingwriting. Any action taken pursuant to such written consent in lieu of a meeting of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

Members Right to Act. For matters that require the approval or consent of the Members under this Agreement or the Delaware ActMembers, the Members shall act through meetings and written consents as described in paragraphs (a) and (b) below: (a) Except as otherwise expressly provided by Section 16.03(a)this Agreement, acts by the approval or consent Members holding a majority of the Majority MembersCommon Units, voting together as a single class, shall be the approval or consent acts of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action in writing without a meeting may authorize another Person person or Persons persons to act for such Member it by proxy. An electronic transmission mail or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Member shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 7.04(a7.05(a). No proxy shall be voted or acted upon after eleven months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue. (b) The actions by the Members permitted hereunder may be taken at a meeting called by the Manager or by the Majority Members holding a majority of the Units entitled to vote on such matter on at least forty-eight (48) 48 hours’ prior written notice to the other Members entitled to vote, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by consent in lieu of a meetingwritten consent), if improperly however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by consent in lieu of a meetingwritten consent, so long as such consent is in writing and is signed by Members holding having not less than the minimum number of Voting Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken without a meetingtaken, which shall state the purpose or purposes for which such consent in lieu of is required and may be delivered via email, without a meeting was required, shall be given to those Members entitled to vote or consent who did have not sign such consent (for which such notice and consent may be delivered via electronic transmission)consented in writing; provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such consent in lieu of a meetingwritten consent. Any action taken pursuant to such written consent in lieu of a meeting of the Members shall have the same force and effect as if taken by the Members at a meeting thereof. ARTICLE VIII. BOOKS, RECORDS, ACCOUNTING AND REPORTS, AFFIRMATIVE COVENANTS

Members Right to Act. For matters that require the approval or consent of the Members under this Agreement or the Delaware ActMembers, the Members shall act through meetings and written consents as described in paragraphs (a) and (b) below:below:‌ (a) Except as otherwise expressly provided by Section 16.03(a)this Agreement or the Act, acts by the approval or consent Members holding a majority of the Majority MembersClass A Units, voting together as a single class, shall be the approval or consent acts of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action in writing without a meeting may authorize another Person person or Persons persons to act for such Member it by proxy. An electronic transmission mail or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Member shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 7.04(a7.05(a). No proxy shall be voted or acted upon after eleven months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue. (b) The actions by the Members permitted hereunder may be taken at a meeting called by the Manager or by the Majority Members holding a majority of the Units entitled to vote on such matter on at least forty-eight (48) 48 hours’ prior written notice to the other Members entitled to vote, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by consent in lieu of a meetingwritten consent), if improperly however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by consent in lieu of a meetingwritten consent, so long as such consent is in writing and is signed by Members holding having not less than the minimum number of Voting Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken without a meetingtaken, which shall state the purpose or purposes for which such consent in lieu of is required and may be delivered via email, without a meeting was required, shall be given to those Members entitled to vote or consent who did have not sign such consent (for which such notice and consent may be delivered via electronic transmission)consented in writing; provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such consent in lieu of a meetingwritten consent. Any action taken pursuant to such written consent in lieu of a meeting of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

Members Right to Act. Members shall only have the right to act as expressly set forth in this Agreement. For matters that require situations which the approval or consent of the Members under this Agreement or (rather than the Delaware Actapproval of the Board on behalf of the Members) is required, the Members shall act through meetings and and/or written consents as described in paragraphs (a) and (b) below: : (a) Except as otherwise expressly provided by Section 16.03(a)this Agreement or by applicable law, the approval or consent Members holding Common Units shall be entitled to one vote per Common Unit on all matters to be voted on by the Members. Without limiting the generality of the foregoing, acts by a Majority Membersin Interest (if, voting together as a single classand only if, such Majority in Interest includes the TPC Member) shall be the approval or consent act of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action in writing without a meeting may authorize another Person or Persons to act for such Member by proxy. An electronic transmission email or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Member shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 7.04(a5.5(a). No proxy shall be voted or acted upon after eleven (11) months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two (2) or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, or if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue. (b) The actions by the Members permitted hereunder may be taken at a meeting called by the Manager or by the Majority Members on at least forty-eight (48) hours’ prior written notice to the other Members entitled to vote, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by consent in lieu of a meeting), if improperly called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held signs a waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by consent in lieu of a meeting, so long as such consent is in writing and is signed by Members holding not less than the minimum number of Voting Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken without a meeting, which shall state the purpose or purposes for which such consent in lieu of a meeting was required, shall be given to those Members entitled to vote or consent who did not sign such consent (for which such notice and consent may be delivered via electronic transmission); provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such consent in lieu of a meeting. Any action taken pursuant to such consent in lieu of a meeting of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.