Common use of Nomination and Election Clause in Contracts

Nomination and Election. (a) The Nominating Committee each year shall nominate Directors for each Director position standing for election at the annual meeting of the LLC Member that year. For positions requiring persons who qualify as Member Representative Directors, the Nominating Committee shall nominate only those persons whose names have been approved and submitted by the Member Nominating Committee, and approved by, if applicable, Exchange Members pursuant to the procedures set forth below in this Section 4. (b) The Member Nominating Committee shall consult with the Nominating Committee, the Chairman and Chief Executive Officer, and shall solicit comments from Exchange Members for the purpose of approving and submitting names of candidates for election to the position of Member Representative Director. (c) Not less than sixty (60) days prior to the date announced as the date for the annual or special meeting of the LLC Member, the Member Nominating Committee shall report to the Nominating Committee and the Secretary the initial nominees for Member Representative Director positions on the Board that have been approved and submitted by the Member Nominating Committee. The Secretary shall promptly notify Exchange Members of those initial nominees. Exchange Members may identify other candidates (“Petition Candidates”) for purposes of this Section 4 for the Member Representative Director positions by delivering to the Secretary, at least thirty-five (35) days before the date announced as of the date of the annual or special meeting of the LLC Member (the “Record Date” for purposes of this Section 4), a written petition, which shall designate the candidate by name and office and shall be signed by Executive Representatives of ten percent (10%) or more of the Exchange Members. An Exchange Member may endorse as many candidates as there are Member Representative Director positions to be filled. No Exchange Member, together with its affiliates, may account for more than fifty percent (50%) of the signatures endorsing a particular candidate, and any signatures of such Exchange Member, together with its affiliates, in excess of the fifty percent (50%) limitation shall be disregarded. (d) Each petition for a Petition Candidate must include a completed questionnaire used to gather information concerning Member Representative Director candidates and must be filed with the Company (the Company shall provide the form of questionnaire upon the request of any Exchange Member). (e) If no valid petitions from Exchange Members are received by the Record Date, the initial nominees approved and submitted by the Member Nominating Committee shall be nominated as Member Representative Directors by the Nominating Committee. If one or more valid petitions from Exchange Members are received by the Record Date, the Secretary shall include such additional nominees, along with the initial nominees nominated by the Member Nominating Committee, on a list of nominees (the “List of Candidates”). Upon completion, the List of Candidates shall be sent by the Secretary to all Exchange Members that were Exchange Members on the Record Date, by any means, including electronic transmission, to confirm the nominees for the Member Representative Director positions. The List of Candidates shall be accompanied by a notice regarding the time and date of an election to be held at least twenty (20) days prior to the annual or special LLC Member’s meeting to confirm the Exchange Members’ selections of nominees for Member Representative Directors. (f) With respect to the election held to determine the final nomination of Member Representative Directors, each Exchange Member shall have the right to cast one (1) vote for each available Member Representative Director nomination; provided, however, that any such vote must be cast for a person on the List of Candidates and that no Exchange Member, together with its affiliates, may account for more than twenty percent (20%) of the votes cast for a candidate, and any votes cast by such Exchange Member, together with its affiliates, in excess of such twenty percent (20%) limitation shall be disregarded. The votes shall be cast by written ballot, electronic transmission or any other means as set forth in a notice to the Exchange Members sent by the Company prior to such election. Only votes received prior to 4:00 pm Eastern Time on the date of the election shall count for the nomination of a Member Representative Director. The persons on the List of Candidates who receive the most votes shall be selected as the nominees for the Member Representative Director positions to be elected by the LLC Member. (g) The initial Directors of the Board of Directors shall be appointed by the LLC Member and shall serve until the first annual meeting of the LLC Member, which would take place within ninety (90) days after the Approval Date, as defined in Article XI, Section 1 of this Operating Agreement.

Nomination and Election. (a) The Trustee Nominating Committee each year shall shall, by consensus, and failing consensus, by Ordinary Resolution, nominate Directors for each Director position standing for election at those applicants it considers most qualified to assume the annual meeting duties and responsibilities in relation to the offices of Financial Trustee or Community Fund Trustee, as the LLC Member that year. For positions requiring persons who qualify as Member Representative Directorscase may be, from among the Nominating Committee shall nominate only those persons whose names have been approved and applications submitted to stand for election by the Member Nominating CommitteeMembers, and approved byproviding summary reasons for nomination of each candidate nominated for election, if applicable, Exchange Members pursuant to including the procedures set forth below in this Section 4qualifications of each nominee. (b) The Member In the event of one or more vacancies or contemplated vacancies in the office of Community Fund Trustees, the Trustee Nominating Committee shall consult provide the Council with a list setting out the Nominating Committeenames of not more than three (3) applicants nominated for election for each vacancy in the office of Community Fund Trustees and in the event of one or more vacancies or contemplated vacancies in the office of Financial Trustees, the Chairman and Chief Executive Officer, and Trustee Nominating Committee shall solicit comments from Exchange Members for provide the purpose of approving and submitting Council with a list setting out the names of candidates not more than three (3) applicants nominated for election to for each vacancy in the position office of Member Representative DirectorFinancial Trustees, together with summary reasons for nomination of each candidate nominated for election. (c) Not less than The Trustee Nominating Committee shall provide the Council with the list referred to in Paragraph 9.7(b): (i) in the case of contemplated vacancies arising from the replacement of the Initial Trustees, within six (6) months of the Members' approval of the eligibility criteria referred to in Paragraph 9.6(b); and (ii) in all other cases, within sixty (60) days prior to the date announced as the date for the annual or special meeting of the LLC Member, the Member Nominating Committee shall report to the Nominating Committee and the Secretary the initial nominees for Member Representative Director positions on the Board that have been approved and submitted by the Member Nominating Committee. The Secretary shall promptly notify Exchange Members of those initial nominees. Exchange Members may identify other candidates (“Petition Candidates”) for purposes of this Section 4 for the Member Representative Director positions by delivering to the Secretary, at least thirty-five (35) days before the date announced as Members' approval of the date of the annual or special meeting of the LLC Member (the “Record Date” for purposes of this Section 4eligibility criteria referred to in Paragraph 9.6(b), a written petition, which shall designate the candidate by name and office and shall be signed by Executive Representatives of ten percent (10%) or more of the Exchange Members. An Exchange Member may endorse as many candidates as there are Member Representative Director positions to be filled. No Exchange Member, together with its affiliates, may account for more than fifty percent (50%) of the signatures endorsing a particular candidate, and any signatures of such Exchange Member, together with its affiliates, in excess of the fifty percent (50%) limitation shall be disregarded. (d) Each petition Within thirty (30) days after the receipt of the list or lists of nominations, the Council shall post such list or lists in the administrative offices of Peguis and shall conduct a vote by the Members in a manner similar to the Indian Referendum Regulations made under the Indian Act, with such modifications thereto as determined by the Council to be necessary or advisable,, for a Petition Candidate must include a completed questionnaire used the election of Community Fund Trustees or Financial Trustees, or both, as the case may be, including, where applicable, the election of up to gather information concerning Member Representative Director candidates three (3) alternate Financial Trustees and must be filed with the Company up to two (the Company shall provide the form of questionnaire upon the request of any Exchange Member)2) alternate Community Fund Trustees. (e) If no valid petitions from Exchange The Members are received shall cast their vote by ballot for the Record Dateelection of Community Fund Trustees or Financial Trustees, or both, as the initial case may be, and the nominee or nominees approved and submitted by having the Member Nominating Committee highest number of votes shall be nominated elected Community Fund Trustees or Financial Trustees, as Member Representative Directors the case may be, and the nominee or nominees having the following highest number of votes shall be elected alternate Financial Trustees or alternate Community Fund Trustees (collectively the "Alternate Elected Trustees", and individually "Alternate Elected Trustee"), as the case may be. Each person elected as an Alternate Elected Trustee shall be eligible, for a period of two (2) years from the date such individual was elected as an Alternate Elected Trustee, to be appointed by Council to fill a vacancy in the Nominating Committee. If one office of Financial Trustee or more valid petitions from Exchange Members are received by Community Fund Trustee, as the Record Datecase may be, the Secretary shall include such additional nominees, along in accordance with the initial nominees nominated by the Member Nominating Committee, on a list provisions of nominees (the “List of Candidates”). Upon completion, the List of Candidates shall be sent by the Secretary to all Exchange Members that were Exchange Members on the Record Date, by any means, including electronic transmission, to confirm the nominees for the Member Representative Director positions. The List of Candidates shall be accompanied by a notice regarding the time and date of an election to be held at least twenty (20) days prior to the annual or special LLC Member’s meeting to confirm the Exchange Members’ selections of nominees for Member Representative DirectorsSection 9.11. (f) With respect Notwithstanding any of the foregoing, there shall not at any time be more than three (3) Alternate Elected Trustees eligible to be appointed to the election held to determine the final nomination office of Member Representative Directors, each Exchange Member shall have the right to cast one (1) vote for each available Member Representative Director nomination; provided, however, that any such vote must be cast for a person on the List of Candidates Financial Trustee and that no Exchange Member, together with its affiliates, may account for more than twenty percent two (20%2) of the votes cast for a candidate, and any votes cast by such Exchange Member, together with its affiliates, in excess of such twenty percent (20%) limitation shall Alternate Elected Trustees eligible to be disregarded. The votes shall be cast by written ballot, electronic transmission or any other means as set forth in a notice appointed to the Exchange Members sent by the Company prior to such election. Only votes received prior to 4:00 pm Eastern Time on the date office of the election shall count for the nomination of a Member Representative Director. The persons on the List of Candidates who receive the most votes shall be selected as the nominees for the Member Representative Director positions to be elected by the LLC MemberCommunity Fund Trustee. (g) The initial Directors of the Board of Directors shall be appointed by the LLC Member and shall serve until the first annual meeting of the LLC Member, which would take place within ninety (90) days after the Approval Date, as defined in Article XI, Section 1 of this Operating Agreement.

Nomination and Election. (Section 1. The election of officers shall be held by secret ballot in the month Section 2. A reasonable opportunity shall be given to the members to nominate candidates for office. Nominations of officers shall be received in the month of September 2020, and every three years thereafter. Section 3. In order to be eligible to be nominated for office, a member must meet the following criteria: a) The Nominating Committee each year shall nominate Directors for each Director position have been an active member in continuous good standing for election a period of 24 calendar months immediately preceding nominations. b) No member may be eligible to be nominated to any office in this Local Union unless they are employed or available for employment in the jurisdiction of this Local Union or is an officer or employee of this Local Union or the International Union. c) In order for any member to be eligible to be nominated for office in this Local Union, they must be present at the annual nominating meeting of the LLC Member that year. For positions requiring persons who qualify as Member Representative Directors, the Nominating Committee shall nominate only those persons whose names or must have been approved and submitted by the Member Nominating Committee, and approved by, if applicable, Exchange Members pursuant a written statement to the procedures set forth below in this Financial Secretary- Treasurer prior to the opening of nominations, indicating his/her willingness to accept the nomination if his/her name is proposed. d) No member may be nominated for more than one office. e) Retired members are ineligible to run for office. Section 4. (b) . The Member Nominating Committee shall consult with the Nominating CommitteeFinancial Secretary-Treasurer, the Chairman and Chief Executive Officer, and shall solicit comments from Exchange Members for the purpose of approving and submitting names of candidates for election to the position of Member Representative Director. (c) Not not less than sixty (60) 15 days prior to the date announced of nominations, shall mail to each member in good standing to their last known home address a notice of the offices to be filled and the time, date, place and manner of submitting nominations, as well as the time, date for the annual or special meeting and place of the LLC Memberelection. The notice shall bear the signatures of the President and the Financial Secretary-Treasurer. Section 5. An Election Committee of five members in good standing who are eligible to be elected as Officers or Executive Board members, the Member Nominating Committee shall report to majority appointed by the Nominating Committee President and the Secretary minority appointed by the initial nominees Vice President, shall take charge of the election and provide safeguards to ensure a fair election. The election committee shall conduct the election in accordance with the guidelines promulgated by the International Union pursuant to Article 8, Section 1 of the International Constitution. No candidate for Member Representative Director positions office or any officer serving out his/her term of office shall be eligible to serve on the Board that have been approved and submitted by the Member Nominating Election Committee. The Secretary shall promptly notify Exchange Members of those initial nominees. Exchange Members may identify other candidates (“Petition Candidates”) for purposes of this Section 4 for the Member Representative Director positions by delivering to the Secretary, at least thirty-five (35) days before the date announced as of the date of the annual or special meeting of the LLC Member (the “Record Date” for purposes of this Section 4), a written petition, which shall designate the candidate by name and office and shall be signed by Executive Representatives of ten percent (10%) or more of the Exchange Members. An Exchange Member may endorse as many candidates as there are Member Representative Director positions to be filled. No Exchange Member, together with its affiliates, may account for more than fifty percent (50%) of the signatures endorsing a particular candidate, and any signatures of such Exchange Member, together with its affiliates, in excess of the fifty percent (50%) limitation shall be disregarded. (d) Each petition for a Petition Candidate must include a completed questionnaire used to gather information concerning Member Representative Director candidates and must be filed with the Company (the Company shall provide the form of questionnaire upon the request of any Exchange Member). (e) If no valid petitions from Exchange Members are received by the Record Date, the initial nominees approved and submitted by the Member Nominating Election Committee shall be nominated as Member Representative Directors by the Nominating Committee. If one or more valid petitions from Exchange Members are received by the Record Date, the Secretary shall include such additional nominees, along with the initial nominees nominated by the Member Nominating Committee, on a list of nominees (the “List of Candidates”). Upon completion, the List of Candidates shall be sent by the Secretary to all Exchange Members that were Exchange Members on the Record Date, by any means, including electronic transmission, to confirm the nominees for the Member Representative Director positions. The List of Candidates shall be accompanied by a notice regarding the time and date of an election to be held at least twenty (20) days prior to the annual or special LLC Member’s meeting to confirm the Exchange Members’ selections of nominees for Member Representative Directors. (f) With respect to the election held to determine the final nomination of Member Representative Directors, each Exchange Member shall have the right to cast one (1) vote set the procedures for each available Member Representative Director nomination; providedthe election, however, that any such vote must be cast for a person on the List of Candidates and that no Exchange Member, together with its affiliates, may account for more than twenty percent (20%) of the votes cast for a candidate, and any votes cast by such Exchange Member, together with its affiliates, in excess of such twenty percent (20%) limitation shall be disregarded. The votes shall be cast by written ballot, electronic transmission or any other means as set forth in a notice to the Exchange Members sent by the Company prior to such election. Only votes received prior to 4:00 pm Eastern Time on the date of including whether the election shall count for be conducted by mail ballot (if authorized by the nomination President or Executive Committee of a Member Representative Director. The persons the International Union), or by voting in person at designated polling place(s), and pass on the List eligibility of Candidates who receive the most votes all candidates and their decisions shall be selected as subject to appeal in accordance with the nominees for the Member Representative Director positions to be elected by the LLC MemberInternational Constitution, Article XII. (g) The initial Directors of the Board of Directors shall be appointed by the LLC Member and shall serve until the first annual meeting of the LLC Member, which would take place within ninety (90) days after the Approval Date, as defined in Article XI, Section 1 of this Operating Agreement.

Nomination and Election. Directors shall be elected by the Members at each annual meeting. The following procedure shall apply for the nomination of all Directors: (1) The nominating committee of the Corporation, if one should be appointed by the Board (the “Nominating Committee”), shall follow the procedure prescribed by the Board in preparing, for presentation to the Members at the annual meeting, a slate of candidates to stand for election to the Board. (2) All nominations of Directors shall be in writing, except for the election of a Director by the Board to fill a vacancy until the next annual meeting. (3) No nomination by Members shall be valid unless signed by at least fifteen (15) Members and filed with the Secretary/Treasurer by December 31st prior to the Corporation’s annual meeting. (4) There are two methods for nomination of candidates for Director: (a) The Nominating Committee each year shall nominate Directors for each Director position standing for election at has the annual meeting responsibility to actively recruit only three (3) candidates to fill the three expiring terms of the LLC Member that yearDirectors. For positions requiring persons who qualify as Member Representative Directors, Candidates recruited by the Nominating Committee shall nominate only those persons whose names have been approved and submitted by are not required to obtain the Member Nominating Committee, and approved by, if applicable, Exchange Members pursuant to the procedures set forth below in this Section 4fifteen (15) signatures of Members. (b) The Member Nominating Committee shall consult with membership “at large” may request a director nomination packet to place a person in nomination. Candidates have the right to inspect policyholders names and addresses only for the purpose of nomination (no copies of policyholder information will be provided). The policyholder list of names and addresses will be available only from November 1st through December 31st of each year. Nominations “at large” need to be postmarked and/or returned to the Corporation’s principal office by December 31st prior to the Corporation’s annual meeting. Names of candidates will be listed in two categories, namely, a) those selected by the Nominating Committee, and b) those nominated by Members at large. All candidate names will be drawn in random order for each category for ballot placement. The “at-large” nominated candidates must run against the Chairman slate of candidates and Chief Executive Officernot against one individual. The candidates with the most votes will fill the vacant seats available. If there are no “at-large” candidates, then a member of the Nominating Committee shall make a motion to close the nomination process, accept the slate of candidates as presented, and cast a unanimous ballot for those nominees for the open director seats. (5) In case of the death of any candidate nominated for election as a Director, if the Nominating Committee does not appoint another candidate, the Members may, by majority vote, nominate a candidate in place of such deceased person at the annual meeting at which such candidate would have stood for election. The person so nominated shall be the candidate at such election in the place of the deceased person. If the name of the deceased candidate appears on the ballot for such election, such ballot may be used at the election and every vote cast for the deceased candidate shall be deemed to have been cast, and shall solicit comments from Exchange Members be counted as having been cast, for the purpose of approving and submitting names of candidates for election to the position of Member Representative Directorperson nominated in replacement. (c) Not less than sixty (60) days prior to the date announced as the date for the annual or special meeting of the LLC Member, the Member Nominating Committee shall report to the Nominating Committee and the Secretary the initial nominees for Member Representative Director positions on the Board that have been approved and submitted by the Member Nominating Committee. The Secretary shall promptly notify Exchange Members of those initial nominees. Exchange Members may identify other candidates (“Petition Candidates”) for purposes of this Section 4 for the Member Representative Director positions by delivering to the Secretary, at least thirty-five (35) days before the date announced as of the date of the annual or special meeting of the LLC Member (the “Record Date” for purposes of this Section 4), a written petition, which shall designate the candidate by name and office and shall be signed by Executive Representatives of ten percent (10%) or more of the Exchange Members. An Exchange Member may endorse as many candidates as there are Member Representative Director positions to be filled. No Exchange Member, together with its affiliates, may account for more than fifty percent (50%) of the signatures endorsing a particular candidate, and any signatures of such Exchange Member, together with its affiliates, in excess of the fifty percent (50%) limitation shall be disregarded. (d) Each petition for a Petition Candidate must include a completed questionnaire used to gather information concerning Member Representative Director candidates and must be filed with the Company (the Company shall provide the form of questionnaire upon the request of any Exchange Member). (e) If no valid petitions from Exchange Members are received by the Record Date, the initial nominees approved and submitted by the Member Nominating Committee shall be nominated as Member Representative Directors by the Nominating Committee. If one or more valid petitions from Exchange Members are received by the Record Date, the Secretary shall include such additional nominees, along with the initial nominees nominated by the Member Nominating Committee, on a list of nominees (the “List of Candidates”). Upon completion, the List of Candidates shall be sent by the Secretary to all Exchange Members that were Exchange Members on the Record Date, by any means, including electronic transmission, to confirm the nominees for the Member Representative Director positions. The List of Candidates shall be accompanied by a notice regarding the time and date of an election to be held at least twenty (20) days prior to the annual or special LLC Member’s meeting to confirm the Exchange Members’ selections of nominees for Member Representative Directors. (f) With respect to the election held to determine the final nomination of Member Representative Directors, each Exchange Member shall have the right to cast one (1) vote for each available Member Representative Director nomination; provided, however, that any such vote must be cast for a person on the List of Candidates and that no Exchange Member, together with its affiliates, may account for more than twenty percent (20%) of the votes cast for a candidate, and any votes cast by such Exchange Member, together with its affiliates, in excess of such twenty percent (20%) limitation shall be disregarded. The votes shall be cast by written ballot, electronic transmission or any other means as set forth in a notice to the Exchange Members sent by the Company prior to such election. Only votes received prior to 4:00 pm Eastern Time on the date of the election shall count for the nomination of a Member Representative Director. The persons on the List of Candidates who receive the most votes shall be selected as the nominees for the Member Representative Director positions to be elected by the LLC Member. (g) The initial Directors of the Board of Directors shall be appointed by the LLC Member and shall serve until the first annual meeting of the LLC Member, which would take place within ninety (90) days after the Approval Date, as defined in Article XI, Section 1 of this Operating Agreement.

Nomination and Election. OF THE CHAIRPERSON OF THE BOARD OF DIRECTORS; TIE-BREAKING VOTE OF THE CHAIRPERSON (a) NSSMC shall be entitled to nominate the Chairperson for the next two 2-year terms, from April 2018 to April 2020 and then from April 2020 to April 2022. NSSMC hereby nominates Mr. Ruy R. Hirschheimer for the office of Chairperson for the April 2018 to April 2020 term, and Ternium hereby irrevocably waives any right to veto or otherwise oppose such nomination. The Nominating Committee each year Chairperson so nominated shall nominate be included among NSSMC’s nominees for election as member of the Board of Directors for each Director position standing the April 2018 to April 2020 term, and the Parties shall take (and cause to be taken) all action as may be necessary or required to appoint (or cause the appointment of) Mr. Hirschheimer as Chairperson for the April 2018 to April 2020 term; provided that NSSMC shall retain all rights to replace or substitute Mr. Hirschheimer as Chairperson at any time (including prior to the election at of Mr. Hirschheimer as Chairperson for the annual meeting April 2018 to April 2020 term) pursuant to Section 4.14 below (in which case Mr. Hirschheimer’s replacement or substitute shall be nominated in accordance with Section 4.13(a) below). The nomination by NSSMC of the LLC Member that year. For positions requiring persons who qualify as Member Representative Directors, Chairperson for the Nominating Committee April 2020 to April 2022 term shall nominate only those persons whose names have been approved and submitted by the Member Nominating Committee, and approved by, if applicable, Exchange Members pursuant to the procedures set forth below be made in this accordance with Section 44.13(a) below. (b) The Member Nominating Committee shall consult with the Nominating CommitteeBeginning in April 2022, the Chairman right to nominate the Chairperson shall alternate between Ternium and Chief Executive OfficerNSSMC at every 4-year interval. Ternium shall nominate the Chairperson for the April 2022 – April 2024 and the April 2024 – April 2026 terms, then NSSMC shall nominate the Chairperson for the April 2026 – April 2028 and the April 2028 – April 2030 terms, and so on. Nominations under this Section 4.7(b) shall solicit comments from Exchange Members be made in accordance with Section 4.13(a) below, and the Chairperson so nominated shall be included among the nominating Party’s nominees for election as a member of the Board of Directors for the purpose of approving and submitting names of candidates for election to the position of Member Representative Directorrelevant 2-year term. (c) Not less than sixty (60) days prior Subject to the date announced as the date for the annual or special meeting of the LLC MemberSection 4.16 below, the Member Nominating Committee shall report to the Nominating Committee and the Secretary the initial nominees for Member Representative Director positions on the Board that have been approved and submitted by the Member Nominating Committee. The Secretary shall promptly notify Exchange Members of those initial nominees. Exchange Members may identify other candidates (“Petition Candidates”) for purposes of this Section 4 for the Member Representative Director positions by delivering to the Secretary, at least thirty-five (35) days before the date announced as of the date of the annual or special meeting of the LLC Member (the “Record Date” for purposes of this Section 4), a written petition, which shall designate the candidate by name and office and shall be signed by Executive Representatives of ten percent (10%) or more of the Exchange Members. An Exchange Member may endorse as many candidates as there are Member Representative Director positions to be filled. No Exchange Member, together with its affiliates, may account for more than fifty percent (50%) of the signatures endorsing a particular candidate, and any signatures of such Exchange Member, together with its affiliates, in excess of the fifty percent (50%) limitation shall be disregarded. (d) Each petition for a Petition Candidate must include a completed questionnaire used to gather information concerning Member Representative Director candidates and must be filed with the Company (the Company shall provide the form of questionnaire upon the request of any Exchange Member). (e) If no valid petitions from Exchange Members are received by the Record Date, the initial nominees approved and submitted by the Member Nominating Committee shall be nominated as Member Representative Directors by the Nominating Committee. If one or more valid petitions from Exchange Members are received by the Record Date, the Secretary shall include such additional nominees, along with the initial nominees nominated by the Member Nominating Committee, on a list of nominees (the “List of Candidates”). Upon completion, the List of Candidates shall be sent by the Secretary to all Exchange Members that were Exchange Members on the Record Date, by any means, including electronic transmission, to confirm the nominees for the Member Representative Director positions. The List of Candidates shall be accompanied by a notice regarding the time and date of an election to be held at least twenty (20) days prior to the annual or special LLC Member’s meeting to confirm the Exchange Members’ selections of nominees for Member Representative Directors. (f) With respect to the election held to determine the final nomination of Member Representative Directors, each Exchange Member Chairperson shall have the right to cast one (1) a tie-breaking vote for each available Member Representative Director nomination; provided, however, that any such whenever there is a tie vote must be cast for a person on the List of Candidates and that no Exchange Member, together with its affiliates, may account for more than twenty percent (20%) of the votes cast for a candidate, and any votes cast by such Exchange Member, together with its affiliates, in excess of such twenty percent (20%) limitation shall be disregarded. The votes shall be cast by written ballot, electronic transmission or any other means as set forth in a notice to the Exchange Members sent by the Company prior to such election. Only votes received prior to 4:00 pm Eastern Time on the date of the election shall count for the nomination of a Member Representative Director. The persons on the List of Candidates who receive the most votes shall be selected as the nominees for the Member Representative Director positions to be elected by the LLC Member. (g) The initial Directors of at the Board of Directors shall be appointed by the LLC Member and shall serve until the first annual meeting of the LLC Member, which would take place within ninety (90) days after the Approval Date, as defined in Article XI, Section 1 of this Operating AgreementDirectors.

Nomination and Election. (a) The Nominating Committee each year shall nominate Directors for each Director position standing for election at the annual meeting of the LLC Member that year. For positions requiring persons who qualify as Member Representative Directors, the Nominating Committee shall nominate only those persons whose names have been approved and submitted by the Member Nominating Committee, and approved by, if applicable, Exchange Members pursuant to the procedures set forth below in this Section 42.4. For Director positions requiring persons who qualify as ERP Directors, the Nominating Committee shall nominate only those persons whose names have been approved and submitted by the applicable ERP Members having the right to nominate such person pursuant to Article II, Section 2.2 of these By-Laws. (b) The Member Nominating Committee shall consult with the Nominating Committee, the Chairman and Chief Executive Officer, and shall solicit comments from Exchange Members for the purpose of approving and submitting names of candidates for election to the position of Member Representative Director. A Member Representative Director may, but is not required to be an officer, director, employee, or agent of an Exchange Member. (c) Not less later than sixty (60) days prior to the date announced as the date for the annual or special meeting of the LLC Member, the Member Nominating Committee shall report to the Nominating Committee and the Secretary the initial nominees for Member Representative Director positions on the Board that have been approved and submitted by the Member Nominating Committee. The Secretary shall promptly notify Exchange Members of those initial nominees. Exchange Members may identify other candidates (“Petition Candidates”) ” for purposes of this Section 4 2.4) for the Member Representative Director positions by delivering to the Secretary, at least thirty-five (35) days before the date announced as of the date of for the annual or special meeting of the LLC Member (the “Record Date” for purposes of this Section 42.4), a written petition, which shall designate the candidate by name and office and shall be signed by Executive Representatives of ten percent (10%) or more of the Exchange Members. An Exchange Member may endorse as many candidates as there are Member Representative Director positions to be filled. No Exchange Member, together with its affiliates, may account for more than fifty percent (50%) of the signatures endorsing a particular candidate, and any signatures of such Exchange Member, together with its affiliates, in excess of the fifty percent (50%) limitation shall be disregarded. (d) Each petition for a Petition Candidate must include a completed questionnaire used to gather information concerning Member Representative Director candidates and must be filed with the Company (the Company shall provide the form of questionnaire upon the request of any Exchange Member). (e) If no valid petitions from Exchange Members are received by the Record Date, the initial nominees approved and submitted by the Member Nominating Committee shall be nominated as Member Representative Directors by the Nominating Committee. If one or more valid petitions from Exchange Members are received by the Record Date, the Secretary shall include such additional nominees, along with the initial nominees nominated by the Member Nominating Committee, on a list of nominees (the “List of Candidates”). Upon completion, the List of Candidates shall be sent by the Secretary to all Exchange Members that were Exchange Members on the Record Date, by any means, including electronic transmission, to confirm the nominees for the Member Representative Director positions. The List of Candidates shall be accompanied by a notice regarding the time and date of an election to be held at least twenty (20) days prior to the annual or special LLC Member’s Member meeting to confirm the Exchange Members’ selections of nominees for Member Representative Directors. (f) With respect to the election held to determine the final nomination of Member Representative Directors, each Exchange Member shall have the right to cast one (1) vote for each available Member Representative Director nomination; provided, however, that any such vote must be cast for a person on the List of Candidates and that no Exchange Member, together with its affiliates, may account for more than twenty percent (20%) of the votes cast for a candidate, and any votes cast by such Exchange Member, together with its affiliates, in excess of such twenty percent (20%) limitation shall be disregarded. The votes shall be cast by written ballot, electronic transmission or any other means as set forth in a notice to the Exchange Members sent by the Company prior to such election. Only votes received prior to 4:00 pm 5:00 p.m. Eastern Time on the date of the election shall count for the nomination of a Member Representative Director. The persons on the List of Candidates who receive the most votes shall be selected as the nominees for the Member Representative Director positions to be elected by the LLC Member. (g) The initial Directors of . Tie votes by the Board of Directors Exchange Members shall be appointed decided by the LLC Member and shall serve until the first annual meeting of the LLC Member, which would take place within ninety (90) days after the Approval Date, as defined in Article XI, Section 1 of this Operating AgreementNominating Committee.