Common use of Members Clause in Contracts

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial Agreement. (b) Subject to Section 9(j), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person acting as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person acting as an Independent Director pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company.

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon simultaneously with its execution of a counterpart signature page to the Initial Agreement. (b) Subject to Section 9(j9(c), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 19 and 2321, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 20 and 2321), each the person acting as an the Independent Director Manager pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a the Special Member and shall continue the Company without dissolution. No The Special Member may not resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as the Special Member by executing a counterpart signature page to this Agreement, Agreement and (ii) such successor has also accepted its appointment as an the Independent Director Manager pursuant to Section 10; provided, however, the Special Members Member shall automatically cease to be members a member of the Company upon the admission to the Company of a substitute Member. Each The Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a the Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A The Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the ActAct or this Agreement, each the Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission reflect its agreement to be admitted to the Company of each as the Special Member, each the person acting as an the Independent Director Manager pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a the Special Member, each the person acting as an the Independent Director Manager pursuant to Section 10 shall not be a member of the Company.

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial Agreement0000 Xxxxx Xxxxxxxx Xxxxxxx, Xxxxx 0000-X, Xxxxxx, Xxxxx 00000. (b) Subject to Section 9(j), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person acting as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company Company, assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required reqUired to make any capital contributions to the Company and shall not receive a a’ limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person acting as an Independent Director pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company.

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of the Original Limited Liability Company Agreement and shall continue as a member of the Company upon its execution of a counterpart signature page to the Initial this Agreement. (b) Subject to Section 9(j), 9(i) the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person acting as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member appointed by the personal representative of the Person who was the last remaining Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in in. the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, including the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person acting as an Independent Director pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company.

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial AgreementAssignment Agreement heretofore. (b) Subject to Section 9(j), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person acting as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person acting as an Independent Director pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company.

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member Member of the Company upon its execution of a counterpart signature page to the Initial Original Limited Liability Company Agreement and shall continue as a Member of the Company upon its execution of a counterpart signature page to this Agreement. (b) Subject to Section 9(j), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 22 and 2324, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 23 and 2324), each person Person acting as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person Person acting as an Independent Director pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person Person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company.

Members. (a) The name and mailing address of the Member is set forth on Schedule B attached heretoA to this Agreement. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial this Agreement. (b) Subject to Section 9(j), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23) (a “Member Cessation Event”), each person acting as an Independent Director pursuant to Section 10 Springing Member 1 shall, without any action of any Person and simultaneously with the occurrence of a Member ceasing to be a member of the CompanyCessation Event, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. If, however, at the time of a Member Cessation Event, Springing Member 1 has died or is otherwise no longer able or is unwilling to step into the role of Special Member, then in such event, Springing Member 2 shall, concurrently with the Member Cessation Event, and without any action of any Person and simultaneously with the Member Cessation Event, automatically be admitted to the Company as Special Member and shall continue the Company without dissolution. It is the intent of these provisions that the Company never have more than one Special Member at any particular point in time. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant Agreement upon the admission to Section 10; provided, however, the Company. The Special Members Member shall automatically cease to be members a member of the Company upon the admission to the Company of a substitute Member. Each The Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each a Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each the Special Member, each person acting as an Independent Director pursuant to Section 10 of Springing Member 1 and Springing Member 2 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person acting as an Independent Director pursuant to Section 10 a Springing Member 1 or Springing Member 2 shall not be a member of the Company. (d) The Company shall at all times have a Springing Member 1 and a Springing Member 2. No resignation or removal of a Springing Member, and no appointment of a successor Springing Member, shall be effective until such successor shall have (i) executed a counterpart to this Agreement and (ii) accepted its appointment as Independent Manager pursuant to Section 10. In the event of a vacancy in the position of Springing Member 1 or Springing Member 2, the Member shall, as soon as practicable, appoint a successor Springing Member to fill such vacancy. By signing this Agreement, a Springing Member agrees that, should the Springing Member become a Special Member, such Springing Member will be subject to and bound by the provisions of this Agreement applicable to a Special Member.

Members. (a) The mailing address of the Member is Members are set forth on Schedule B attached hereto. The Member was Members were admitted to the Company as a member members of the Company upon its their execution of a counterpart signature page to the Initial this Agreement. (b) Subject to Section 9(j), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member Members to cease to be a member members of the Company (other than upon continuation of the Company without dissolution upon (i) upon an assignment by the Member Members of all of its their limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23transferee, or (ii) the resignation of the Member Members and the admission of an additional member of the Company pursuant to Sections 22 and 23Company) (a “Member Cessation Event”), each person acting as an Independent Director pursuant to Section 10 Springing Member 1 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the CompanyCessation Event, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. If, however, at the time of a Member Cessation Event, Springing Member 1 has died or is otherwise no longer able to step into the role of Special Member, then in such event, Springing Member 2 shall, simultaneously with the Member Cessation Event and without any action of any Person automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. It is the intent of these provisions that the Company never have more than one Special Member at any particular point in time. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, the . The Special Members Member shall automatically cease to be members a member of the Company upon the admission to the Company of a substitute Member. Each The Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each a Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each the Special Member, each person acting as an Independent Director pursuant to Section 10 of Springing Member 1 and Springing Member 2 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person acting as an Independent Director pursuant to Section 10 Springing Member 1 or Springing Member 2 shall not be a member of the Company. (c) The Company shall at all times have a Springing Member 1 and a Springing Member 2 who shall also be Independent Directors. No resignation or removal of a Springing Member, and no appointment of a successor Springing Member, shall be effective unless and until such successor shall have executed a counterpart to this Agreement. In the event of a vacancy in the position of Springing Member 1 or Springing Member 2, the Class A Member shall, as soon as practicable, appoint a successor Springing Member to fill such vacancy. By signing this Agreement, a Springing Member agrees that, should such Springing Member become a Special Member, such Springing Member will be subject to and bound by the provisions of this Agreement applicable to a Special Member. (d) Notwithstanding any provision to the contrary herein but subject to Section 5(e) below, during the time the Company is registered with the Nevada Gaming Commission (the “Commission”) as a holding or intermediary company, no Person, including a Springing Member, may become a Member of the Company and no interest in the Company may be issued or transferred without the prior required approvals of the Commission. (e) Notwithstanding anything to the contrary contained herein, the Class B Member may (i) cause the Class A Member to resign and forfeit its interest in the Company, with or without cause, and (ii) admit a new Class A Member with the same rights and obligations as the prior Class A Member, subject to the prior approval of the Commission of such new Class A Member.

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial this Agreement. (b) Subject to Section 9(j), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23) (a “Member Cessation Event”), each person acting as an Independent Director pursuant to Section 10 the Springing Member shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the CompanyCessation Event, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, the . The Special Members Member shall automatically cease to be members a member of the Company upon the admission to the Company of a substitute Member. Each The Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each a Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each the Special Member, each person acting as an Independent Director pursuant to Section 10 the Springing Member shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each the person acting as an Independent Director pursuant to Section 10 the Springing Member shall not be a member of the Company. (d) The Company shall at all times have a Springing Member. No resignation or removal of the Springing Member, and no appointment of a successor Springing Member, shall be effective unless and until such successor shall have executed a counterpart to this Agreement and accepted its appointment as Independent Director pursuant to Section 10. In the event of a vacancy in the position of the Springing Member, the Member shall, as soon as practicable, appoint a successor Springing Member to fill such vacancy. By signing this Agreement, the Springing Member agrees that, should such Springing Member become a Special Member, such Springing Member will be subject to and bound by the provisions of this Agreement applicable to a Special Member.

Members. (a) The mailing address of the each Member is set forth on Schedule B attached hereto. The Member was Members were admitted to the Company as a member members of the Company upon its their execution of a counterpart signature page pages to the Initial this Agreement. (b) . Subject to Section 9(j9(d), the Member Members may act by written consent. (c) . Upon the occurrence of any event that causes the last remaining Member to cease to be a member of the Company (other than (i) upon an assignment by the last remaining Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the last remaining Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each the person acting as an Independent Director Manager pursuant to Section 10 shall, without any action of any Person and simultaneously with the last remaining Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director Manager pursuant to Section 10; provided, however, the each Special Members Member shall automatically cease to be members a member of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person acting as an Independent Director Manager pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each the person acting as an Independent Director Manager pursuant to Section 10 shall not be a member of the Company.

Members. (a) The mailing address of the Member is set forth on Schedule B attached ---------- hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial Agreement. (b) Subject to Section 9(j), the Member may act by written consent.. ------------- (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 22 and 2324, or (ii) the resignation of the ------------------ Member and the admission of an additional member of the Company pursuant to Sections 22 23 and 2324), each person acting as an Independent Director pursuant to ------------------ Section 10 shall, without any action of any Person and simultaneously with the ---------- Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, the Special Members shall automatically cease to ---------- -------- ------- be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the -------------- Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person acting as an Independent Director pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its ---------- admission to the Company as a Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company.. ----------

Members. (a) The mailing address of the Member is set forth on Schedule B ---------- attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial Agreement. (b) Subject to Section 9(j), the Member may act by written consent.. ------------- (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the ------------------ Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person acting as an Independent Director pursuant to ------------------ Section 10 shall, without any action of any Person and simultaneously with the ---------- Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, the Special Members shall automatically cease to ---------- be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the -------------- Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person acting as an Independent Director pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its ---------- admission to the Company as a Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company.. ----------

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial Agreement0000 Xxxxx Xxxxxxxx Xxxxxxx, Xxxxx 0000-X, Xxxxxx, Xxxxx 00000. (b) Subject to Section 9(j), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person acting as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person acting as an Independent Director pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company.

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial Limited Liability Company Agreement and shall continue as member of the Company upon its execution of a counterpart signature page to this Agreement. (b) Subject to Section 9(j9(k), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person Person acting as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person Person acting as an Independent Director pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person Person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company.. Second Amended and Restated Limited Liability Company Agreement Huntington Funding, LLC

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial Limited Liability Company Agreement and shall continue as member of the Company upon its execution of a counterpart signature page to this Agreement. (b) Subject to Section 9(j9(k), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person Person acting as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person Person acting as an Independent Director pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person Person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company.

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial this Agreement. (b) Subject to Section 9(j), the The Member may act by written consent. (c) The Member shall at all times cause there to be at least two Persons bound by this Agreement as Springing Members. Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person acting as an Independent Director pursuant to Section 10 Springing Member shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person acting as an Independent Director pursuant to Section 10 Springing Member shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person acting as an Independent Director pursuant to Section 10 Springing Member shall not be a member of the Company. (d) The Member intends that the Company will be a disregarded entity for federal tax purposes.

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial this Agreement. (b) Subject to Section 9(j), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person acting as an Independent Director Manager pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director Manager pursuant to Section 10; provided, however, the Special Members shall automatically cease to be members (but not Independent Managers) of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person acting as an Independent Director Manager pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person acting as an Independent Director Manager pursuant to Section 10 shall not be a member of the Company.

Members. (a) The mailing address of the Member Xxx xxxxxxx xxxxxxx xx xxe Members is set forth on Schedule SCHEDULE B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial Agreement. (b) Subject to Section 9(jSECTION 9(J), the Member Members may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 SECTIONS 22 and 2324, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 SECTIONS 23 and 2324), each person Person acting as an Special Member/Independent Director pursuant to Section SECTION 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Special Member/Independent Director pursuant to Section SECTION 10; providedPROVIDED, howeverHOWEVER, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person Person acting as an Special Member/Independent Director pursuant to Section SECTION 10 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person Person acting as an Special Member/Independent Director pursuant to Section SECTION 10 shall not be a member of the Company.

Members. (a) The name and the business, residence or mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted as follows: (a) Notwithstanding any provision in this Agreement to the Company as a member of the Company contrary, upon its execution of a counterpart signature page to the Initial Agreement. (b) Subject to Section 9(j), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (ix) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee transferee, if permitted pursuant to Sections 21 and 23, Loan Documents or (iiy) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23this Agreement, if permitted by the Loan Documents), each person Person acting as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a member of the Company (the “Special Member Member”) and shall preserve and continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant by executing a counterpart to Section 10the Agreement and the Management Agreement; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute MemberMember but shall not thereby cease to be Independent Directors. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the future, contingent admission to the Company of each Special Member, each person Person acting as an Independent Director pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person Person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company.. 43rd Restaurant LLC — Fifth Amended & Restated Operating Agreement

Members. (a) The mailing address of each of the Member Members is set forth on Schedule B attached hereto. The Member was admitted to Each of the Company Members hereby continues as a member of the Company upon its execution of a counterpart signature page to the Initial this Agreement. (b) Subject to Section 9(j), the Member Members may act by written consent. (c) Upon the occurrence of any event that causes the last remaining Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) upon an assignment by the such Member of all of its limited liability company interest Membership Interests in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the such Member and the admission of an additional member of the Company pursuant to Sections 22 and 23) (a “Member Cessation Event”), each person acting as an Independent Director pursuant to Section 10 Springing Member 1 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. If, however, at the time of a Member Cessation Event, Springing Member 1 has died or is otherwise no longer able to step into the role of Special Member, then in such event, Springing Member 2 shall, concurrently with the Member Cessation Event, and without any action of any Person and simultaneously with the Member Cessation Event, automatically be admitted to the Company as Special Member and shall continue the Company without dissolution. It is the intent of these provisions that the Company never have more than one Special Member at any particular point in time. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, the that each Special Members Member shall automatically cease to be members a member of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person acting as an Independent Director pursuant to Section 10 a Springing Member shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person acting as an Independent Director pursuant to Section 10 a Springing Member shall not be a member of the Company. (d) The Company shall at all times have a Springing Member 1 and a Springing Member 2. No resignation or removal of a Springing Member, and no appointment of a successor Springing Member, shall be effective unless and until such successor shall have executed a counterpart to this Agreement. In the event of a vacancy in the position of Springing Member 1 or Springing Member 2, Voteco shall, as soon as practicable, appoint a successor Springing Member to fill such vacancy. By signing this Agreement, a Springing Member agrees that, should such Springing Member become a Special Member, such Springing Member will be subject to and bound by the provisions of this Agreement applicable to a Special Member.

Members. (a) The mailing address of the Member is set forth on Schedule B attached Exhibit A hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial this Agreement. (b) Subject to Section 9(j)4.10, the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 8.01 and 238.03, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 8.02 and 238.03), each person acting as an Independent Director pursuant to Section 10 4.11 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 104.11; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, including the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person acting as an Independent Director pursuant to Section 10 4.11 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person acting as an Independent Director pursuant to Section 10 4.11 shall not be a member of the Company.

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto0000 Xxxxx 000 Xxxx, Xxxxx, Xxxx 00000. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial this Agreement. (b) Subject to Section 9(j), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i1) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person acting as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall preserve and continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, the a Special Members Member shall automatically cease to be members a member of the Company upon the admission to the Company of a substitute Member. Each A Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each a Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. , In order to implement the admission to the Company of each a Special Member, each person acting as an Independent Director pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company.

Members. (a) The name and the business, residence or mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted as follows: (a) Notwithstanding any provision in this Agreement to the Company as a member of the Company contrary, upon its execution of a counterpart signature page to the Initial Agreement. (b) Subject to Section 9(j), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (ix) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee transferee, if permitted pursuant to Sections 21 and 23, Loan Documents or (iiy) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23this Agreement, if permitted by the Loan Documents), each person Person acting as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a member of the Company (the “Special Member Member”) and shall preserve and continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant by executing a counterpart to Section 10the Agreement and the Management Agreement; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute MemberMember but shall not thereby cease to be Independent Directors. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the future, contingent admission to the Company of each Special Member, each person Person acting as an Independent Director pursuant to Section 10 shall execute a counterpart signature page to this Agreement. , Prior to its admission to the Company as a Special Member, each person Person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company.. Morgans/Delano Pledgor — Third Amended & Restated LLC Agreement

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial this Agreement. (b) Subject to Section 9(j), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person acting as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person acting as an Independent Director pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company.may

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial this Agreement. (b) Subject to Section 9(j9(i), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person acting as an the Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No The Special Member may not resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, the Special Members Member shall automatically cease to be members a member of the Company upon the admission to the Company of a substitute Member. Each The Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a the Special Member shall not be required to make any capital contributions contribution to the Company and shall not receive a limited liability company interest in the Company. A The Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each the Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each the Special Member, each the person acting as an Independent Director pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each the person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company. The Company shall at all times have a Special Member. No resignation or removal of the Special Member, and no appointment of a successor Special Member, shall be effective unless and until such successor shall have executed a counterpart of this Agreement and accepted its appointment as Independent Director pursuant to Section 10. In the event of a vacancy in the position of Special Member, the Member shall, as soon as practicable, appoint a successor Special Member to fill such vacancy. By signing this Agreement as a Special Member, such Special Member will be subject to and bound by the provisions of this Agreement applicable to a Special Member.

Members. (a) a. The name and the mailing address of the Member is set forth on Schedule B A attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial Agreement. (b) b. Subject to Section 9(j)9j, the Member may act by written consent. (c) c. Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23) (a “Member Cessation Event”), each person acting as an Independent Director pursuant to Section 10 Springing Member 1 shall, without any action of any Person and simultaneously with the occurrence of a Member ceasing to be a member of the CompanyCessation Event, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. If, however, at the time of a Member Cessation Event, Springing Member 1 has died or is otherwise no longer able or is unwilling to step into the role of Special Member, then in such event, Springing Member 2 shall, concurrently with the Member Cessation Event, and without any action of any Person and simultaneously with the Member Cessation Event, automatically be admitted to the Company as Special Member and shall continue the Company without dissolution. It is the intent of these provisions that the Company never have more than one Special Member at any particular point in time. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant Agreement upon the admission to Section 10; provided, however, the Company. The Special Members Member shall automatically cease to be members a member of the Company upon the admission to the Company of a substitute Member. Each The Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each a Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each the Special Member, each person acting as an Independent Director pursuant to Section 10 of Springing Member 1 and Springing Member 2 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person acting as an Independent Director pursuant to Section 10 a Springing Member 1 or Springing Member 2 shall not be a member of the Company. d. The Company shall at all times have a Springing Member 1 and a Springing Member 2. No resignation or removal of a Springing Member, and no appointment of a successor Springing Member, shall be effective until such successor shall have (i) executed a counterpart to this Agreement and (ii) accepted its appointment as Independent Manager pursuant to Section 10. In the event of a vacancy in the position of Springing Member 1 or Springing Member 2, the Member shall, as soon as practicable, appoint a successor Springing Member to fill such vacancy. By signing this Agreement, a Springing Member agrees that, should it become a Special Member, such Springing Member will be subject to and bound by the provisions of this Agreement applicable to a Special Member.

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial this Agreement. (b) Subject to Section 9(j), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23) (a "Member Cessation Event"), each person acting as an Independent Director pursuant to Section 10 Springing Member 1 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the CompanyCessation Event, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. If, however, at the time of a Member Cessation Event, Springing Member 1 has died or is otherwise no longer able to step into the role of Special Member, then in such event, Springing Member 2 shall, concurrently with the Member Cessation Event, and without any action of any Person and simultaneously with the Member Cessation Event, automatically be admitted to the Company as Special Member and shall continue the Company without dissolution. It is the intent of these provisions that the Company never have more than one Special Member at any particular point in time. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, the . The Special Members Member shall automatically cease to be members a member of the Company upon the admission to the Company of a substitute Member. Each The Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each a Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each the Special Member, each person acting as an Independent Director pursuant to Section 10 shall of Springing Member 1 and Springing Member 2shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person acting as an Independent Director pursuant to Section 10 a Springing Member 1 or Springing Member 2 shall not be a member of the Company. (d) The Company shall at all times have a Springing Member 1 and a Springing Member 2. No resignation or removal of a Springing Member, and no appointment of a successor Springing Member, shall be effective unless and until such successor shall have executed a counterpart to this Agreement and, with respect to Springing Member 1 only, accepted its appointment as Independent Director pursuant to Section 10. In the event of a vacancy in the position of Springing Member 1 or Springing Member 2, the Member shall, as soon as practicable, appoint a successor Springing Member to fill such vacancy. By signing this Agreement, a Springing Member agrees that, should such Springing Member become a Special Member, such Springing Member will be subject to and bound by the provisions of this Agreement applicable to a Special Member.

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial Original LLC Agreement. (b) Subject to Section subsection 9(j), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person Person acting as an Independent Director pursuant to Section 10 shall10, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically shall be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, Agreement and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, that the Special Members Member shall automatically cease to be members a member of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or any matter relating to, the Company, including, without limitation, including the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person Person acting as an Independent Director pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person Person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company.

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial this Agreement. (b) Subject to Section 9(j), the Member may act by written ------------ consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the ------------------ resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person acting as an Independent ------------------ Director pursuant to Section 10 shall, without any action of any Person and ---------- simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as a Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, the a Special Members Member ---------- shall automatically cease to be members a member of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 1813.1-301 (or any successor provision) 1038.1 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person acting as an Independent Director pursuant to Section 10 shall execute a counterpart signature page to of this Agreement. ---------- Prior to its admission to the Company as a Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member of the ---------- Company.

Members. (a) The name and the business, residence or mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted as follows: MORGANS GROUP LLC 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 (a) Notwithstanding any provision in this Agreement to the Company as a member of the Company contrary, upon its execution of a counterpart signature page to the Initial Agreement. (b) Subject to Section 9(j), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (ix) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee transferee, if permitted pursuant to Sections 21 and 23, Loan Documents or (iiy) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23this Agreement, if permitted by the Loan Documents), each person Person acting as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a member of the Company (the “Special Member Member”) and shall preserve and continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant by executing a counterpart to Section 10the Agreement and the Management Agreement; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute MemberMember but shall not thereby cease to be Independent Directors. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the future, contingent admission to the Company of each Special Member, each person Person acting as an Independent Director pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person Person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company., Royalton Pledgor LLC — Third Amended & Restated Operating Agreement

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto0000 Xxxx Xxxxxxx, Kansas City, Missouri 64114. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial this Agreement. (b) Subject to Section 9(j9(f), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person Person acting as an Independent Director Manager pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director Manager pursuant to Section 10; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person Person acting as an Independent Director Manager pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person Person acting as an Independent Director Manager pursuant to Section 10 shall not be a member of the Company.

Members. (a) The mailing address of the Member Members is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial Agreement. (b) Subject to Section 9(j), the Member Members may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 22 and 2324, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 23 and 2324), each person Person acting as an Special Member/Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Special Member/Independent Director pursuant to Section 10; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person Person acting as an Special Member/Independent Director pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person Person acting as an Special Member/Independent Director pursuant to Section 10 shall not be a member of the Company.

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial Agreement. (b) Subject to Section 9(j), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 20 and 2322, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 21 and 2322) (a “Member Cessation Event”), each person acting as an Independent Director pursuant to Section 10 the Springing Member shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the CompanyCessation Event, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No The Special Member may not resign from the Company or transfer its rights as Special Member unless (i1) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii2) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, the Special Members Member shall automatically cease to be members a member of the Company upon the admission to the Company of a substitute Member. Each The Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a the Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A The Special Member, in its capacity as the Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each the Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each the Special Member, each person acting as an Independent Director pursuant to Section 10 the Springing Member shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person acting as an Independent Director pursuant to Section 10 the Springing Member shall not be a member of the Company. (d) The Company shall at all times have a Springing Member, who shall also be the Independent Director. No resignation or removal of a Springing Member, and no appointment of a successor Springing Member, shall be effective unless and until such successor shall have executed a counterpart to this Agreement and accepted its appointment as Independent Director pursuant to Section 10. In the event of a vacancy in the position of Springing Member, the Member shall, as soon as practicable, appoint a successor Springing Member to fill such vacancy. By signing this Agreement, a Springing Member agrees that, should such Springing Member become a Special Member, such Springing Member will be subject to and bound by the provisions of this Agreement applicable to a Special Member.

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial Agreement.Original LLC Agreement and hereby continues as the sole Member of the Company.‌ (b) Subject to Section 9(j9(i), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 Section 18 and 23Section 20, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 Section 19 and 23Section 21), each person the Person acting as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, the Special Members Member shall automatically cease to be members a member of the Company upon the admission to the Company of a substitute Member. Each The Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a the Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A The Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each the Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation consolidation, division or conversion of the Company. In order to implement the admission to the Company of each the Special Member, each person the Person acting as an the Independent Director pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a the Special Member, each person the Person acting as an the Independent Director pursuant to Section 10 shall not be a member of the Company.Company.‌‌

Members. (a) The mailing address of the Member is set forth on Schedule B attached Exhibit A hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial this Agreement. (b) Subject to Section 9(j)4.10, the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 8.01 and 238.03, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 8.02 and 238.03), each person acting as an Independent Director pursuant to Section 10 4.11 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 104.11; provided, however, the Special Members Member shall automatically cease to be members a member of the Company upon the admission to the Company of a substitute Member. Each The Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each a Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, including the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each the Special Member, each the person acting as an Independent Director pursuant to Section 10 4.11 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each the person acting as an Independent Director pursuant to Section 10 4.11 shall not be a member of the Company.

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial this Agreement. (b) Subject to Section 9(j), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 22 and 2324, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 23 and 2324), each person acting as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, the Special Members Member shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person acting as an Independent Director pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company. (d) No Member may directly or indirectly guarantee or become obligated for the debts of the Company.

Members. (a) The name and mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member Member of the Company upon its execution of a counterpart signature page to this Agreement and the Initial Agreementfiling of the Certificate of Formation. (b) Subject to Section 9(j), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 22 and 2324, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 23 and 2324), each person Person acting as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as a Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, the that each Special Members Member shall automatically cease to be members a member of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation consolidation, division or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person Person acting as an Independent Director pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person Person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company.

Members. (a) The name and the business, residence or mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted as follows: (a) Notwithstanding any provision in this Agreement to the Company as a member of the Company contrary, upon its execution of a counterpart signature page to the Initial Agreement. (b) Subject to Section 9(j), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (ix) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee transferee, if permitted pursuant to Sections 21 and 23, Loan Documents or (iiy) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23this Agreement, if permitted by the Loan Documents), each person Person acting as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a member of the Company (the “Special Member Member”) and shall preserve and continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this miss Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant by executing a counterpart to Section 10the Agreement and the Management Agreement; provided, however, the Special Special’ Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute MemberMember but shall not thereby cease to be Independent Directors. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the future, contingent admission to the Company of each Special Member, each person Person acting as an Independent Director pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person Person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company.

Members. (a) The name and mailing address of the Member is set forth on Schedule B attached heretoA to this Agreement. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial this Agreement. (b) Subject to Section 9(j), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23) (a "Member Cessation Event"), each person acting as an Independent Director pursuant to Section 10 Springing Member 1 shall, without any action of any Person and simultaneously with the occurrence of a Member ceasing to be a member of the CompanyCessation Event, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. If, however, at the time of a Member Cessation Event, Springing Member 1 has died or is otherwise no longer able or is unwilling to step into the role of Special Member, then in such event, Springing Member 2 shall, concurrently with the Member Cessation Event, and without any action of any Person and simultaneously with the Member Cessation Event, automatically be admitted to the Company as Special Member and shall continue the Company without dissolution. It is the intent of these provisions that the Company never have more than one Special Member at any particular point in time. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant Agreement upon the admission to Section 10; provided, however, the Company. The Special Members Member shall automatically cease to be members a member of the Company upon the admission to the Company of a substitute Member. Each The Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each a Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each the Special Member, each person acting as an Independent Director pursuant to Section 10 of Springing Member 1 and Springing Member 2 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person acting as an Independent Director pursuant to Section 10 a Springing Member 1 or Springing Member 2 shall not be a member of the Company. (d) The Company shall at all times have a Springing Member 1 and a Springing Member 2. No resignation or removal of a Springing Member, and no appointment of a successor Springing Member, shall be effective until such successor shall have (i) executed a counterpart to this Agreement and (ii) accepted its appointment as Independent Manager pursuant to Section 10. In the event of a vacancy in the position of Springing Member 1 or Springing Member 2, the Member shall, as soon as practicable, appoint a successor Springing Member to fill such vacancy. By signing this Agreement, a Springing Member agrees that, should the Springing Member become a Special Member, such Springing Member will be subject to and bound by the provisions of this Agreement applicable to a Special Member.

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial this Agreement. (b) Subject to Section 9(j), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person acting as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, the Special Members Member shall automatically cease to be members a member of the Company upon the admission to the Company of a substitute Special Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory nonwaivable provision of the Act, each Special Member, solely in its capacity as Special MemberMember (and not in its capacity as an Independent Director), shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person acting as an Independent Director pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company.

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial this Agreement. (b) Subject to Section subsection 9(j), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person Person acting as an Independent Director pursuant to Section 10 shall10, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically shall be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, Agreement and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, that the Special Members Member shall automatically cease to be members a member of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or any matter relating to, the Company, including, without limitation, including the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person Person acting as an Independent Director pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person Person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company.

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial this Agreement. (b) Subject to Section 9(j9(d), the Member may act by written consent. (c) The Member shall at all times cause there to be a Person bound by this Agreement as Springing Member, to be admitted as the Special Member and to comply with Section 5(d). (d) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person acting XXXXXX X. XXXXXXX (or such other Person as an Independent Director pursuant to Section 10 designated by the Member) (the “Springing Member”) shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, the Special Members Member shall automatically cease to be members a member of the Company upon the admission to the Company of a substitute Member. Each The Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Membera member of the Company, may not bind the Company. Except as required by any mandatory provision of the Act, each the Special Member, in its capacity as a Special Member, Member shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each the Special Member, each person acting as an Independent Director Member pursuant to this Section 10 5(d), the Springing Member shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person acting as an Independent Director pursuant to Section 10 the Springing Member shall not be a member of the Company.

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company continues as a member of the Company upon its execution of a counterpart signature page to the Initial this Agreement. (b) Subject to Section 9(j), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person Person acting as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, the Special Members Member shall automatically cease to be members a member of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, solely in its capacity as Special MemberMember (and not in its capacity as an Independent Director), shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person Person acting as an Independent Director pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its admission to . (d) It is the intention of the parties hereto that the Company be classified as an entity disregarded as separate from the Member, and not as an association taxable as a Special Membercorporation, each person acting for federal, state and local income tax purposes, and the provisions of this Agreement shall be interpreted in a manner consistent with such intention. No election shall be filed with the Internal Revenue Service (or any other tax authority) to have the Company be treated other than as an Independent Director entity disregarded as separate from the Member for any tax purposes, and the parties hereto agree not to take any action (including admission of an additional Member pursuant to Section 10 shall not be 23 or assignment of a member of limited liability company interest pursuant to Section 21) that could result in the CompanyCompany being treated for any such purpose as other than disregarded as separate from the Member.

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial Agreement8000 Xxxxx Xxxxxxxx Xxxxxxx, Xxxxx 0000-X, Xxxxxx, Xxxxx 00000. (b) Subject to Section 9(j), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person acting as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person acting as an Independent Director pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company.

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial Agreement. (b) Subject to Section 9(j), the Member may act by written consent.. ------------- (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the ------------------ resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person acting as an Independent ------------------ Director pursuant to Section 10 shall, without any action of any Person and ---------- simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, the Special ---------- Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to -------------- make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person acting as an Independent Director pursuant to Section 10 shall execute a counterpart signature page to this Agreement. ---------- Prior to its admission to the Company as a Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member of the ---------- Company.

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial Amended and Restated LLC Agreement. (b) Subject to Section 9(j), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person Person acting as an Independent Director pursuant to Section 10 shall10, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically shall be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, Agreement and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, that the Special Members Member shall automatically cease to be members a member of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or any matter relating to, the Company, including, without limitation, including the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person Person acting as an Independent Director pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person Person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company.

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was continues to be admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial this Agreement. (b) Subject to Section 9(j9(d), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person acting as an Independent Director Manager pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director Manager pursuant to Section 10; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person acting as an Independent Director Manager pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person acting as an Independent Director Manager pursuant to Section 10 shall not be a member of the Company.

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial Original LLC Agreement. (b) Subject to Section 9(j), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person Person acting as an Independent Director pursuant to Section 10 shall10, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically shall be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, Agreement and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, that the Special Members Member shall automatically cease to be members a member of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or any matter relating to, the Company, including, without limitation, including the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person Person acting as an Independent Director pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person Person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company.

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of the initial Limited Liability Company Agreement of the Company dated as of December 4, 2000 and continues to be the sole equity Member upon execution of this Agreement or a counterpart signature page to the Initial Agreementhereto. (b) Subject to Section 9(j), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person acting as an Independent Director Manager pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director Manager pursuant to Section 10; provided, however, the Special Members Member shall automatically cease to be members a member of the Company upon the admission to the Company of a substitute equity Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person acting as an Independent Director Manager pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its his or her admission to the Company as a Special Member, each person acting as an Independent Director Manager pursuant to Section 10 shall not be a member of the Company.

Members. (a) The mailing address of the Member is set forth on Schedule B attached Exhibit A hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial this Agreement. (b) Subject to Section 9(j)4.10, the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, Section 8.01 or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 8.02 and 238.03), each person acting as an Independent Director pursuant to Section 10 4.11 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 104.11; provided, however, the Special Members Member shall automatically cease to be members a member of the Company upon the admission to the Company of a substitute Member. Each The Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a A Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the ActNRS, each a Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, including the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each the Special Member, each the person acting as an Independent Director pursuant to Section 10 4.11 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each the person acting as an Independent Director pursuant to Section 10 4.11 shall not be a member of the Company.

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial this Agreement. (b) Subject to Section 9(j9(i), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person acting as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person acting as an Independent Director pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company. (d) The Member intends that the Company will be a disregarded entity for federal tax purposes.

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member Meadowmont JV was admitted to the Company as a member of the Company upon its execution of the Original Agreement Upon its execution of a counterpart signature page to this Agreement, the Initial AgreementMember’ continues as a member of the Company. (b) Subject to Section 9(j9(d), the Member may act by written consent. (c) So long as any Obligation is outstanding, the Company shall maintain at least two “springing” members (each, a “Springing Member” and together, the “Springing Members”) that shall be admitted to the Company as members of the Company only in accordance with Section 5(d). The initial Springing Members shall be Xxxxxx X. Xxxxxxx and Xxxxxxx X Xxxxxxx, No resignation or removal of a Springing Member; and no appointment of a successor Springing Member, shall be effective unless and until such successor shall have executed a counterpart to this Agreement. In the event of a vacancy in the position of Springing Member 1 or Springing Member 2, the Member shall, as soon as practicable, appoint a successor Springing Member to fill such vacancy. (d) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 2323 (a “Member Cessation Event”), each person acting as an Independent Director pursuant to Section 10 Springing Member 1 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the CompanyCessation Event, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution,, If, however, at the time of the Member Cessation Event, Springing Member 1 has died or is otherwise no longer able to step into the role of Special Member, then in such event, Springing Member 2 shall, concurrently with the Member Cessation Event and without any action of any Person and simultaneously with the Member Cessation Event, automatically be admitted to the Company as Special Member’ and shall continue the Company without dissolution. It is the intent of these provisions that the Company never have more than one Special Member at any particular point in time. No Special Member may resign from the Company or or’ transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, ; the Special Members Member shall automatically cease to be members a member of the Company upon the admission to the Company of a substitute Member, appointed by the personal representative of the Person that had been the last remaining Member. Each The Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. , Pursuant to Section 18-301 (or any successor provision) of the Act, a the Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A The Special Member, in its capacity as Special Member, Member may not bind the Company. Except as required by any mandatory provision of the Act, each the Special Member, in its capacity as Special Member, Member shall have no right light to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. , In order to implement the admission to the Company of each the Special Member, each person acting as an Independent Director pursuant to Section 10 the Springing Members shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person acting Springing Member, in its capacity as an Independent Director pursuant to Section 10 such, shall not be a member of the Company.,

Members. (a) The name and mailing address of the Member is are set forth on Schedule B attached hereto. The Member was admitted to the Company shall continue as a member of the Company upon its execution of a counterpart signature page to the Initial this Agreement. (b) Subject to Section 9(j), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23) (a "Member Cessation Event"), each person acting as an Independent Director pursuant to Section 10 Springing Member 1 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the CompanyCessation Event, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. If, however, at the time of a Member Cessation Event, Springing Member 1 has died or is otherwise no longer able to step into the role of Special Member, then in such event, Springing Member 2 shall, without any action of any Person and simultaneously with the Member Cessation Event, automatically be admitted to the Company as Special Member and shall continue the Company without dissolution. It is the intent of these provisions that the Company never have more than one Special Member at any particular point in time. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, the . The Special Members Member shall automatically cease to be members a member of the Company upon the admission to the Company of a substitute Member. Each The Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each a Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each the Special Member, each person acting as an Independent Director pursuant to Section 10 of Springing Member 1 and Springing Member 2 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person acting as an Independent Director pursuant to Section 10 Springing Member 1 or Springing Member 2 shall not be a member of the Company. (d) The Company shall at all times have a Springing Member 1 and a Springing Member 2. No resignation or removal of a Springing Member, and no appointment of a successor Springing Member, shall be effective unless and until such successor shall have executed a counterpart to this Agreement. In the event of a vacancy in the position of Springing Member 1 or Springing Member 2, the Member shall, as soon as practicable, appoint a successor Springing Member to fill such vacancy. By signing this Agreement, a Springing Member agrees that, should such Springing Member become a Special Member, such Springing Member will be subject to and bound by the provisions of this Agreement applicable to a Special Member.

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company continues as a member of the Company upon its execution of a counterpart signature page to the Initial this Agreement. (b) Subject to Section 9(j), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person Person acting as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, the Special Members Member shall automatically cease to be members a member of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, solely in its capacity as Special MemberMember (and not in its capacity as an Independent Director), shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person Person acting as an Independent Director pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its admission to (d) It is the intention of the parties hereto that the Company be classified as an entity disregarded as separate from the Member, and not as an association taxable as a Special Membercorporation, each person acting for federal, state and local income tax purposes, and the provisions of this Agreement shall be interpreted in a manner consistent with such intention. No election shall be filed with the Internal Revenue Service (or any other tax authority) to have the Company be treated other than as an Independent Director entity disregarded as separate from the Member for any tax purposes, and the parties hereto agree not to take any action (including admission of an additional Member pursuant to Section 10 shall not be 23 or assignment of a member of limited liability company interest pursuant to Section 21) that could result in the CompanyCompany being treated for any such purpose as other than disregarded as separate from the Member. Section 6.

Members. (a) The mailing address of the Member is set forth on Schedule B ---------- attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial Agreement. (b) Subject to Section 9(j), the Member may act by written consent.. ------------ (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the ------------------ Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person acting as an Independent Director pursuant to ------------------ Section 10 shall, without any action of any Person and simultaneously with the ---------- Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, the Special Members shall automatically cease to ---------- be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the -------------- Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person acting as an Independent Director pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its admission ---------- to the Company as a Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company.. ----------

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial this Agreement. (b) Subject to Section 9(j), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each the person acting as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, the Special Members Member shall automatically cease to be members a member of the Company upon the admission to the Company of a substitute Member. Each The Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section § 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each the Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each the Special Member, each the person acting as an Independent Director pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company.

Members. (a) The name and the business, residence or mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted as follows: MORGANS GROUP LLC 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 (a) Notwithstanding any provision in this Agreement to the Company as a member of the Company contrary, upon its execution of a counterpart signature page to the Initial Agreement. (b) Subject to Section 9(j), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (ix) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee transferee, if permitted pursuant to Sections 21 and 23, the Loan Documents or (iiy) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23this Agreement, if permitted by the Loan Documents), each person Person acting as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a member of the Company (the “Special Member Member”) and shall preserve and continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant by executing a counterpart to Section 10the Agreement and the Management Agreement; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute MemberMember but shall not thereby cease to be Independent Directors. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the future, contingent admission to the Company of each Special Member, each person Person acting as an Independent Director pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person Person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company.. Morgans Holdings LLC — Fifth Amended & Restated Operating Agreement

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial this Agreement. (b) Subject to Section 9(j), the Member may act by written consent. (c) Upon Notwithstanding any provision in this Agreement to the contrary, upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person (a) the Person acting as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution, and (b) the personal representative of such Member is hereby authorized to, and shall, to the fullest extent permitted by law, within 90 days after the occurrence of the event that terminated the continued membership of such Member in the Company, appoint a Person as a substitute Member. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an the Independent Director pursuant to Section 10; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute MemberMember but shall not thereby cease to be an Independent Director. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the future, contingent admission to the Company of each Special Member, each person the Person acting as an Independent Director pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person the Person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company.

Members. (a) The name and the business, residence or mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted as follows: (a) Notwithstanding any provision in this Agreement to the Company as a member of the Company contrary, upon its execution of a counterpart signature page to the Initial Agreement. (b) Subject to Section 9(j), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (ix) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee transferee, if permitted pursuant to Sections 21 and 23, Loan Documents or (iiy) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23this Agreement, if permitted by the Loan Documents), each person Person acting as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a member of the Company (the “Special Member Member”) and shall preserve and continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant by executing a counterpart to Section 10the Agreement and the Management Agreement; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute MemberMember but shall not thereby cease to be Independent Directors. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the future, contingent admission to the Company of each Special Member, each person Person acting as an Independent Director pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person Person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company.. Royalton, LLC — Fourth Amended & Restated Operating Agreement

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial this Agreement. (b) Subject to Section 9(j), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 20 and 2322, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 21 and 2322) (a “Member Cessation Event”), each person acting as an Independent Director pursuant to Section 10 Springing Member 1 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the CompanyCessation Event, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. If, however, at the time of a Member Cessation Event, Springing Member 1 has died or is otherwise no longer able to step into the role of Special Member, then in such event, Springing Member 2 shall, concurrently with the Member Cessation Event, and without any action of any Person and simultaneously with the Member Cessation Event, automatically be admitted to the Company as Special Member and shall continue the Company without dissolution. It is the intent of these provisions that the Company never have more than one Special Member at any particular point in time. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, the . The Special Members Member shall automatically cease to be members a member of the Company upon the admission to the Company of a substitute Member. Each The Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each a Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each the Special Member, each person acting as an Independent Director pursuant to Section 10 of Springing Member 1 and Springing Member 2 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person acting as an Independent Director pursuant to Section 10 a Springing Member 1 or Springing Member 2 shall not be a member of the Company. (d) The Company shall at all times have a Springing Member 1 and a Springing Member 2. No resignation or removal of a Springing Member, and no appointment of a successor Springing Member, shall be effective unless and until such successor shall have executed a counterpart to this Agreement and, should the resigning or removed Springing Member also serve as the Independent Manager, accepted its appointment as Independent Manager pursuant to Section 10. In the event of a vacancy in the position of Springing Member 1 or Springing Member 2, the Member shall, as soon as practicable, appoint a successor Springing Member to fill such vacancy. By signing this Agreement, a Springing Member agrees that, should such Springing Member become a Special Member, such Springing Member will be subject to and bound by the provisions of this Agreement applicable to a Special Member.

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial this Agreement. (b) Subject to Section 9(j9(c), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) if permitted by the Loan Documents, the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person acting as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its his or her appointment as an Independent Director pursuant to Section 10; provided, however, that the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member, (iii) Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of the assets of the Company, (iv) Special Member, in its capacity as a Special Member, may not bind the Company (provided that such prohibition shall not limit the obligations of Special Member in its capacity as Independent Director to vote on such matters set forth in Section 9) and (v) Special Member shall automatically cease to be a member of the Company upon the admission to the Company of the first substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person acting as an Independent Director pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company.

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial Agreement. (b) Subject to Section 9(j), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person acting as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person acting as an Independent Director pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company.

Members. (a) The mailing address of the Member maixxxx xxxxxxx xx xxx Xxxxxx is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial this Agreement. (b) Subject to Section 9(j), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person acting as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, the Special Members Member shall automatically cease to be members a member of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person acting as an Independent Director pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company.

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was is hereby admitted to the Company as a member of the Company upon simultaneously with its execution of a counterpart signature page to the Initial this Agreement. (b) Subject to Section 9(j), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person the persons acting as an the Independent Director Managers pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a the Special Member Members and shall continue the Company without dissolution. No A Special Member may not resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as a Special Member by executing a counterpart signature page to this Agreement, Agreement and (ii) such successor has also accepted its appointment as an Independent Director Manager pursuant to Section 10; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member Member, in its capacity as Special Member, shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a no Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Neither Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the ActAct or this Agreement, each no Special Member, in its capacity as Special Member, shall have no any right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission reflect its agreement to be admitted to the Company of each as the Special MemberMembers, each person the persons acting as an the Independent Director Managers pursuant to Section 10 shall execute a counterpart signature page counterparts to this Agreement. Prior to its admission to the Company as a Special Member, each person acting as an Independent Director Manager pursuant to Section 10 shall not be a member of the Company.

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial Agreementoriginal LLC Agreement dated September 1, 1999. (b) Subject to Section 9(j), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person acting as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person acting as an Independent Director pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company.

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was heretofore admitted to the Company as a member of the Company upon its the execution of a counterpart signature page an instrument of transfer relating to the Initial Agreementtransfer of the limited liability company interests in the Company from TXU Corp. to the Member on October 9, 2007 (the “LLC Interest Transfer”), and hereby continues as such. (b) Subject to Section 9(j10(i), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 22 and 2324, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 23 and 2324), each person acting designated as an Independent Director pursuant to Section 10 a Special Member on the signature pages hereof or on the signature pages of a counterpart hereto, shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, that the Special Members acting as members of the Company shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member appointed by the personal representative of the Person that had been the last remaining Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Membera member of the Company, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Membera member of the Company, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special MemberMember as a member of the Company, each person acting as an Independent Director pursuant to Section 10 Special Member shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a member, no Special Member, each person acting as an Independent Director pursuant to Section 10 Member shall not be a member of the Company.

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial this Agreement. (b) Subject to Section 9(j9(f), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person acting as an Independent Director pursuant to Section 10 the Manager shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. It is the intent of these provisions that the Company never have more than one Special Member at any particular point in time. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, the Special Members Member shall automatically cease to be members a member of the Company upon the admission to the Company of a substitute Member appointed by the personal representative (as defined in the Act) of the Person that was the last remaining Member. Each The Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a the Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each the Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each the Special Member, each person acting as an Independent Director pursuant to Section 10 the Manager shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person acting as an Independent Director pursuant to Section 10 the Manager shall not be a member of the Company.

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial this Agreement. (b) Subject to Section 9(j), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person acting as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person acting as an Independent Director pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company.

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial this Agreement. (b) Subject to Section 9(j), the The Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 20 and 23, 22 or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 21 and 2322), each the person acting as an Independent Director pursuant to Section 10 the Special Member shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, the Special Members Member shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person acting action as an Independent Director pursuant to Section 10 Special Member shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company.

Members. (a) The name and the business, residence or mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted as follows: (a) Notwithstanding any provision in this Agreement to the Company as a member of the Company contrary, upon its execution of a counterpart signature page to the Initial Agreement. (b) Subject to Section 9(j), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (ix) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee transferee, if permitted pursuant to Sections 21 and 23, Loan Documents or (iiy) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23this Agreement, if permitted by the Loan Documents), each person Person acting as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a member of the Company (the “Special Member Member”) and shall preserve and continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant by executing a counterpart to Section 10the Agreement and the Management Agreement; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute MemberMember but shall not thereby cease to be Independent Directors. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Beach Hotel Associates LLC — Fourth Amended & Restated Operating Agreement Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the future, contingent admission to the Company of each Special Member, each person Person acting as an Independent Director pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person Person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company.

Members. (a) a. The name and the mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial Agreement. (b) b. Subject to Section 9(j9(b), the Member may act by written consentconsent of all Members. (c) c. Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee to the Company, effective immediately prior to such assignment, pursuant to Sections 21 and 23Section 21, or (ii) the resignation of the Member and the admission of an additional member of the Company Company, effective immediately prior to such resignation, pursuant to Sections 22 and 23Section 22), each person acting Person who has executed a counterpart to this Agreement acknowledging their obligation to become a member of the Company under certain circumstances as an Independent Director pursuant to Section 10 specifically set forth herein (a “Special Member”) shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member member of the Company and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, the a Special Members Member shall automatically cease to be members a member of the Company upon the admission to the Company of a substitute Member. Each A Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each a Special Member, in its capacity as a Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person acting as an Independent Director pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Membermember of the Company, each person acting Person agreeing to act as an Independent Director pursuant to Section 10 a Special Member shall not be a member of the Company and have no rights to profits, losses or to exercise any control over the Company. At all times while the Indebtedness is outstanding, the Company shall have at least one Person who is willing to serve as Special Member and has executed a counterpart hereto.

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial this Agreement. (b) Subject to Section 9(j), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person acting as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, the each Special Members Member shall automatically cease to be members a member of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person acting as an Independent Director pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company.

Members. (a) a. The name and the mailing address of the Member is set forth on Schedule B A attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial Agreement. (b) b. Subject to Section 9(j)9j, the Member may act by written consent. (c) c. Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23) (a “Member Cessation Event”), each person acting as an Independent Director pursuant to Section 10 Springing Member 1 shall, without any action of any Person and simultaneously with the occurrence of a Member ceasing to be a member of the CompanyCessation Event, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. If, however, at the time of a Member Cessation Event, Springing Member 1 has died or is otherwise no longer able or is unwilling to step into the role of Special Member, then in such event, Springing Member 2 shall, concurrently with the Member Cessation Event, and without any action of any Person and simultaneously with the Member Cessation Event, automatically be admitted to the Company as Special Member and shall continue the Company without dissolution. It is the intent of these provisions that the Company never have more than one Special Member at any particular point in time. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant Agreement upon the admission to Section 10; provided, however, the Company. The Special Members Member shall automatically cease to be members a member of the Company upon the admission to the Company of a substitute Member. Each The Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each a Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Springing Member as the Special Member, each person acting as an Independent Director pursuant to Section 10 of Springing Member 1 and Springing Member 2 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person acting as an Independent Director pursuant to Section 10 Springing Member 1 or Springing Member 2 shall not be a member of the Company. d. The Company shall at all times have a Springing Member 1 and a Springing Member 2. No resignation or removal of a Springing Member, and no appointment of a successor Springing Member, shall be effective until such successor shall have (i) executed a counterpart to this Agreement and (ii) accepted its appointment as Independent Manager pursuant to Section 10. In the event of a vacancy in the position of Springing Member 1 or Springing Member 2, the Member shall, as soon as practicable, appoint a successor Springing Member to fill such vacancy. By signing this Agreement, a Springing Member agrees that, should it become a Special Member, such Springing Member will be subject to and bound by the provisions of this Agreement applicable to a Special Member.

Members. (a) The mailing address of the Economic Member is set forth on Schedule SCHEDULE B attached hereto. The Economic Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial Existing LLC Agreement. (b) Subject to Section SECTION 9(j), the Economic Member may act by written consent. (c) Upon the occurrence of any event that causes the Economic Member to cease to be a member of the Company (other than (i) upon an assignment by the Economic Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections SECTIONS 21 and 23, or (ii) the resignation of the Economic Member and the admission of an additional member of the Company pursuant to Sections SECTIONS 22 and 23), each person acting as an Independent Director pursuant to Section SECTION 10 shall, without any action of any Person and simultaneously with the Economic Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section SECTION 10; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Economic Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. Nothing in the immediately preceding sentence shall limit the right of any Special Member in his or her capacity as an Independent Director to vote on any actions as further described herein. In order to implement the admission to the Company of each Special Member, each person acting as an Independent Director pursuant to Section SECTION 10 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person acting as an Independent Director pursuant to Section SECTION 10 shall not be a member of the Company.

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial this Agreement. (b) Subject to Section 9(j), 9( j),1 the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than upon continuation of the Com- pany without dissolution upon (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission admis- sion of the transferee pursuant to Sections 21 and 23, 23 or (ii) the resignation resig- nation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person acting as an Independent Director Manager pursuant to Section 10 102 shall, without any action ac- tion of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted ad- mitted to the Company as Special Member by executing a counterpart signature page to this Agreement, Agreement and (ii) such successor has also accepted its appointment appoint- ment as an Independent Director Manager pursuant to Section 10; provided, howeverhow- ever, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute MemberMem- ber. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section Sec- tion 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, , 1. Section 9( j) sets out the limited purposes of the Company. See notes 9 and 10 for relevant comments. 2. Section 10 sets out the requirement that the Company have an Independent Manager. See note 13 for relevant comments. in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special MemberMem- ber, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation consolidation, division or conversion of the Company. In order to implement the admission ad- mission to the Company of each Special Member, each person Person acting as an Independent Director Manager pursuant to Section 10 shall execute a counterpart signature page co- unterpart to this Agreement. Prior to its admission to the Company as a Special Member, each person Person acting as an Independent Director pursuant Manager pur- suant to Section 10 shall not be a member of the Company.Company.3

Members. (a) The name and mailing address of the Member is are set forth on Schedule B attached hereto. The Member was admitted to the Company shall continue as a member of the Company upon its execution of a counterpart signature page to the Initial this Agreement. (b) Subject to Section 9(j), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23) (a “Member Cessation Event"), each person acting as an Independent Director pursuant to Section 10 Springing Member 1 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the CompanyCessation Event, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. If, however, at the time of a Member Cessation Event, Springing Member 1 has died or is otherwise no longer able to step into the role of Special Member, then in such event, Springing Member 2 shall, without any action of any Person and simultaneously with the Member Cessation Event, automatically be admitted to the Company as Special Member and shall continue the Company without dissolution. It is the intent of these provisions that the Company never have more than one Special Member at any particular point in time. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, the . The Special Members Member shall automatically cease to be members a member of the Company upon the admission to the Company of a substitute Member. Each The Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each a Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each the Special Member, each person acting as an Independent Director pursuant to Section 10 of Springing Member 1 and Springing Member 2 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person acting as an Independent Director pursuant to Section 10 Springing Member 1 or Springing Member 2 shall not be a member of the Company. (d) The Company shall at all times have a Springing Member 1 and a Springing Member 2. No resignation or removal of a Springing Member, and no appointment of a successor Springing Member, shall be effective unless and until such successor shall have executed a counterpart to this Agreement. In the event of a vacancy in the position of Springing Member 1 or Springing Member 2, the Member shall, as soon as practicable, appoint a successor Springing Member to fill such vacancy. By signing this Agreement, a Springing Member agrees that, should such Springing Member become a Special Member, such Springing Member will be subject to and bound by the provisions of this Agreement applicable to a Special Member.

Members. (a) The mailing address of the Member is set forth specified on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial Original Agreement. (b) Subject to Section Sections 7 and 9(j), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23Section 22, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and Section 23), each person Person acting as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, that the Special Members Member shall automatically cease to be members a member of the Company upon the admission to the Company of a substitute member that is not a Special Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person acting as an Independent Director pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company.

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial this Agreement. (b) Subject to Section 9(j), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each the person acting as an Independent Director Manager pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a the Special Member and shall continue the Company without dissolution. No The Special Member may not resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as the Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director Manager pursuant to Section 10; provided, however, the Special Members Member shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each The Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a the Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A The Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each the Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each the Special Member, each the person acting as an Independent Director Manager pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each the person acting as an Independent Director Manager pursuant to Section 10 shall not be a member of the Company.

Members. (a) The mailing address of the Member mxxxxxx xxxxxxx xx xxx Xxxxer is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial Agreement. (b) Subject to Section 9(j), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 22 and 2324, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 23 and 2324), each person acting as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person acting as an Independent Director pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company.

Members. (a) The mailing address of the Member is set forth on Schedule B attached ---------- hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial this Agreement. (b) Subject to Section 9(j), the Member may act by written consent.. ------------- (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of ------------------ an additional member of the Company pursuant to Sections 22 and 23), each person ------------------ acting as an Independent Director pursuant to Section 10 shall, without any ---------- action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, ---------- the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person acting as an Independent Director pursuant to Section 10 shall execute a counterpart signature page to this ---------- Agreement. Prior to its admission to the Company as a Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member ---------- of the Company.

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was heretofore admitted to the Company as a member of the Company upon its the execution of a counterpart signature page an instrument of transfer relating to the Initial Agreementtransfer of the limited liability company interests in the Company from Energy Future Holdings Corp. (formerly known as TXU Corp.) to the Member on October 9, 2007 (the “LLC Interest Transfer”), and hereby continues as such. (b) Subject to Section 9(j10(i), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the a transferee of such interest pursuant to Sections 21 22 and 2324, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 23 and 2324), each person acting designated as an Independent Director pursuant to Section 10 a Special Member on the signature pages hereof or on the signature pages of a counterpart hereto, shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, that the Special Members acting as members of the Company shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member appointed by the personal or duly authorized representative of the Person that had been the last remaining Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Membera member of the Company, may not bind the CompanyCompany other than any binding act necessary to admit a substitute Member. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Membera member of the Company, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special MemberMember as a member of the Company, each person acting as an Independent Director pursuant to Section 10 Special Member shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a member, no Special Member, each person acting as an Independent Director pursuant to Section 10 Member shall not be a member of the Company.

Members. (a) The mailing address of the Member is set forth on Schedule SCHEDULE B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial this Agreement. (b) Subject to Section SECTION 9(j), the Member may act by written consentconsent including taking action permitted hereunder to be taken by the Board. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections SECTIONS 21 and AND 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections SECTIONS 22 and AND 23), each person acting as an Independent Director Manager pursuant to Section SECTION 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director Manager pursuant to Section SECTION 10; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person acting as an Independent Director Manager pursuant to Section SECTION 10 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person acting as an Independent Director Manager pursuant to Section SECTION 10 shall not be a member of the Company.

Members. (a) The mailing address of the Member xxxxxxx xxxxxxx xx xxx Xxxber is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial this Agreement. (b) Subject to Section 9(j), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each the person acting as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, the Special Members Member shall automatically cease to be members a member of the Company upon the admission to the Company of a substitute Member. Each The Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section ss. 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each the Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each the Special Member, each the person acting as an Independent Director pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company.

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to the Initial Limited Liability Company Agreement and shall continue as member of the Company upon its execution of a counterpart signature page to this Agreement. (b) Subject to Section 9(j9(k), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (iupon continuation of the Company without dissolution upon a) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (iib) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person Person acting as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 10; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 (or any successor provision) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person Person acting as an Independent Director pursuant to Section 10 shall execute a counterpart signature page to this Agreement. Prior to its admission to the Company as a Special Member, each person Person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company.. Second Amended and Restated Limited Liability Company Agreement Huntington Funding, LLC