Common use of Nominations for Directors Clause in Contracts

Nominations for Directors. The Directors, or a nominating committee established by the Directors, shall prepare a list of nominees for each Elected Director position to be filled at the next annual meeting of the Members. The Directors may, pursuant to agreement with any Person, permit such Person to designate a nominee or nominees for election as a Director. Any Member or Members owning at least five percent of the outstanding Units may also nominate any individual (including any such Member) for election as an Elected Director at the next annual meeting of the Members by submitting a written nomination petition to the Company in a form provided by the Company (the "Nomination Petition") and signed by such Member or Members; provided, however, that (i) the Nomination Petition must be fully completed and received at the principal office of the Company no sooner than the October 1, but not later than the November 30, which precedes the annual meeting in question, or, if another period is expressly and affirmatively required by applicable law, rule or regulation, within the time period required by such law, rule or regulation; (ii) the nominee must submit a signed written statement in a form provided by the Company (the "Nominee Statement") wherein the nominee shall, among other things, agree that the nominee will serve as a Director if elected and will prepare, execute and/or file all such reports and documents, and provide the Company with all such information, as may be necessary or appropriate in order for the Company to comply with all applicable laws, rules and regulations, including the Securities Exchange Act of 1934 and all rules and regulations promulgated thereunder; (iii) the nominee must meet all qualification requirements for Directors as may exist at the time of the nomination and at the time of election; and (iv) the Directors shall have the right to determine the slate (if any) on which the nominee shall be placed for purposes of the vote of the Members. The Nomination Petition and the Nominee Statement may require all such information and all such agreements and representations as are determined to be necessary or appropriate by the Directors or the President. Any Nomination Petition or Nominee Statement which is not fully completed and properly executed, or which is not received within the time period provided above or is not true, accurate and complete in all respects, may be rejected by the Company and, if rejected, shall be returned by the Company to the Member or Members submitting the Nomination Petition or to the nominee submitting the Nominee Statement, as the case may be. No nominations for any Elected Director position may be made from the floor at any meeting of the Members.

Nominations for Directors. The Directors, or a nominating committee established by the Directors, shall prepare a list of nominees for each Elected Director position to be filled at the next annual meeting of the Members. The Directors may, pursuant to agreement with any Person, permit such Person to designate a nominee or nominees for election as a Director. Any Member or Members owning at least five percent of the outstanding Units may also nominate any individual (including any such Member) for election as an Elected a Director at the next annual meeting of the Members by submitting a written nomination petition to the Company in a form provided by the Company (the "Nomination Petition") and signed by such Member or Members; provided, however, that (i) the Nomination Petition must be fully completed and received at the principal office of the Company no sooner than the October 1, but not later than the November 30, which precedes the annual meeting in question, or, if another period is expressly and affirmatively required by applicable law, rule or regulation, within the time period required by such law, rule or regulation; (ii) the nominee must submit a signed written statement in a form provided by the Company (the "Nominee Statement") wherein the nominee shall, among other things, agree that the nominee will serve as a Director if elected and will prepare, execute and/or file all such reports and documents, and provide the Company with all such information, as may be necessary or appropriate in order for the Company to comply with all applicable laws, rules and regulations, including the Securities Exchange Act of 1934 and all rules and regulations promulgated thereunder; (iii) the nominee must meet all qualification requirements for Directors as may exist at the time of the nomination and at the time of election; and (iv) the Directors shall have the right to determine the slate (if any) on which the nominee shall be placed for purposes of the vote of the Members. The Nomination Petition and the Nominee Statement may require all such information and all such agreements and representations as are determined to be necessary or appropriate by the Directors or the President. Any Nomination Petition or Nominee Statement which is not fully completed and properly executed, or which is not received within the time period provided above or is not true, accurate and complete in all respects, may be rejected by the Company and, if rejected, shall be returned by the Company to the Member or Members submitting the Nomination Petition or to the nominee submitting the Nominee Statement, as the case may be. No nominations for any Elected Director position may be made from the floor at any meeting of the Members.

Nominations for Directors. The Directors, One or more nominees for Director positions up for election shall be named by the then current Directors or by a nominating committee established by the Directors. Nominations for the election of Directors may also be made by any Member entitled to vote generally in the election of Directors. However, any Member that intends to nominate one or more persons for election as Directors at a meeting may do so only if written notice of such Member’s intent to make such nomination or nominations has been given, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the Company not less than sixty (60) days nor more than ninety (90) days prior to the first day of the month corresponding to the previous year’s annual meeting. Each such notice to the Secretary shall prepare set forth: (i) the name and address of record of the Member who intends to make the nomination; (ii) a list representation that the Member is a holder of nominees for record of Units of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (iii) the name, age, business and residence addresses, and principal occupation or employment of each Elected nominee; (iv) a description of all arrangements or understandings between the Member and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the Members; (v) such other information regarding each nominee proposed by such Member as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; (vi) the consent of each nominee to serve as a Director position of the Company if so elected; and (vii) a nominating petition signed and dated by the holders of at least five percent (5%) of the then outstanding Units and clearly setting forth the proposed nominee as a candidate of the Director’s seat to be filled at the next annual meeting election of the MembersDirectors. The Directors may, pursuant Company may require any proposed nominee to agreement with any Person, permit furnish such Person to designate a nominee or nominees for election other information as a Director. Any Member or Members owning at least five percent of the outstanding Units may also nominate any individual (including any such Member) for election as an Elected Director at the next annual meeting of the Members by submitting a written nomination petition to the Company in a form provided reasonably be required by the Company (to determine the "Nomination Petition") and signed by eligibility of such Member or Members; provided, however, that (i) the Nomination Petition must be fully completed and received at the principal office of the Company no sooner than the October 1, but not later than the November 30, which precedes the annual meeting in question, or, if another period is expressly and affirmatively required by applicable law, rule or regulation, within the time period required by such law, rule or regulation; (ii) the proposed nominee must submit a signed written statement in a form provided by the Company (the "Nominee Statement") wherein the nominee shall, among other things, agree that the nominee will to serve as a Director of the Company. The presiding Officer of the meeting may, if elected and will preparethe facts warrant, execute and/or file all such reports and documentsdetermine that a nomination was not made in accordance with the foregoing procedures, and provide if he should so determine, he shall so declare to the Company with all such informationmeeting and the defective nomination shall be disregarded. The amendment or repeal of this Section or the adoption of any provision inconsistent therewith shall require the approval of a majority of the Membership Voting Interests. Whenever a vacancy occurs other than from expiration of a term of office or removal from office, as may be necessary or appropriate in order a majority of the remaining Directors shall appoint a new Director to fill the vacancy for the Company to comply with all applicable laws, rules and regulations, including the Securities Exchange Act remainder of 1934 and all rules and regulations promulgated thereunder; (iii) the nominee must meet all qualification requirements for Directors as may exist at the time of the nomination and at the time of election; and (iv) the Directors shall have the right to determine the slate (if any) on which the nominee shall be placed for purposes of the vote of the Members. The Nomination Petition and the Nominee Statement may require all such information and all such agreements and representations as are determined to be necessary or appropriate by the Directors or the President. Any Nomination Petition or Nominee Statement which is not fully completed and properly executed, or which is not received within the time period provided above or is not true, accurate and complete in all respects, may be rejected by the Company and, if rejected, shall be returned by the Company to the Member or Members submitting the Nomination Petition or to the nominee submitting the Nominee Statement, as the case may be. No nominations for any Elected Director position may be made from the floor at any meeting of the Membersterm.

Nominations for Directors. The Directors, or a nominating committee established by the Directors, shall prepare a list of nominees for each Elected Director position to be filled at the next annual meeting of the Members. The Directors may, pursuant to agreement with any Person, permit such Person to designate a nominee or nominees for election as a Director. Any Member or Members owning at least five percent of the outstanding Units may also nominate any individual (including any such Member) for election as an Elected Director at the next annual meeting of the Members at which an elected Director position is to be filled, by submitting a written nomination petition to the Company in a form provided by the Company (the "Nomination Petition") and signed by such Member or Members; provided, however, that (i) the Nomination Petition must be fully completed and received at the principal office of the Company no sooner than the October 1, but not later than the November 30, which precedes the annual meeting in question, or, if another period is expressly and affirmatively required by applicable law, rule or regulation, within the time period required by such law, rule or regulation; (ii) the nominee must submit a signed written statement in a form provided by the Company (the "Nominee Statement") wherein the nominee shall, among other things, agree that the nominee will serve as a Director if elected and will prepare, execute and/or file all such reports and documents, and provide the Company with all such information, as may be necessary or appropriate in order for the Company to comply with all applicable laws, rules and regulations, including the Securities Exchange Act of 1934 and all rules and regulations promulgated thereunder; (iii) the nominee must meet all qualification requirements for Directors as may exist at the time of the nomination and at the time of election; and (iv) the Directors shall have the right to determine the slate (if any) on which the nominee shall be placed for purposes of the vote of the Members. The Nomination Petition and the Nominee Statement may require all such information and all such agreements and representations as are determined to be necessary or appropriate by the Directors or the President. Any Nomination Petition or Nominee Statement which is not fully completed and properly executed, or which is not received within the time period provided above or is not true, accurate and complete in all respects, may be rejected by the Company and, if rejected, shall be returned by the Company to the Member or Members submitting the Nomination Petition or to the nominee submitting the Nominee Statement, as the case may be. No nominations for any Elected Director position may be made from the floor at any meeting of the Members.

Nominations for Directors. The Directors, One or more nominees for Director positions up for election shall be named by the then current Directors or by a nominating committee established by the Directors. Nominations for the election of Directors may also be made by any Member entitled to vote generally in the election of Directors. However, any Member that intends to nominate one or more persons for election as Directors at a meeting may do so only if written notice of such Member’s intent to make such nomination or nominations has been given, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the Company not less than sixty (60) days nor more than ninety (90) days prior to the annual meeting of the Company. Each such notice to the Secretary shall prepare set forth: (i) the name and address of record of the Member who intends to make the nomination; (ii) a list representation that the Member is a holder of nominees for record of Units of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (iii) the name, age, business and residence addresses, and principal occupation or employment of each Elected nominee; (iv) a description of all arrangements or understandings between the Member and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the Member; (v) such other information regarding each nominee proposed by such Member as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; (vi) the consent of each nominee to serve as a Director position of the Company if so elected; and (vii) a nominating petition signed and dated by the holders of at least five percent (5%) of the then outstanding Units and clearly setting forth the proposed nominee as a candidate of the Director’s seat to be filled at the next annual meeting election of the MembersDirectors. The Directors may, pursuant Company may require any proposed nominee to agreement with any Person, permit furnish such Person to designate a nominee or nominees for election other information as a Director. Any Member or Members owning at least five percent of the outstanding Units may also nominate any individual (including any such Member) for election as an Elected Director at the next annual meeting of the Members by submitting a written nomination petition to the Company in a form provided reasonably be required by the Company (to determine the "Nomination Petition") and signed by eligibility of such Member or Members; provided, however, that (i) the Nomination Petition must be fully completed and received at the principal office of the Company no sooner than the October 1, but not later than the November 30, which precedes the annual meeting in question, or, if another period is expressly and affirmatively required by applicable law, rule or regulation, within the time period required by such law, rule or regulation; (ii) the proposed nominee must submit a signed written statement in a form provided by the Company (the "Nominee Statement") wherein the nominee shall, among other things, agree that the nominee will to serve as a Director of the Company. The presiding Officer of the meeting may, if elected and will preparethe facts warrant, execute and/or file all such reports and documentsdetermine that a nomination was not made in accordance with the foregoing procedures, and provide if he should so determine, he shall so declare to the Company with all such informationmeeting and the defective nomination shall be disregarded. The amendment or repeal of this Section or the adoption of any provision inconsistent herewith shall require the approval of a majority of the Membership Voting Interests. Whenever a vacancy occurs other than from expiration of a term of office or removal from office, as may be necessary or appropriate in order a majority of the remaining Directors shall appoint a new Director to fill the vacancy for the Company to comply with all applicable laws, rules and regulations, including the Securities Exchange Act remainder of 1934 and all rules and regulations promulgated thereunder; (iii) the nominee must meet all qualification requirements for Directors as may exist at the time of the nomination and at the time of election; and (iv) the Directors shall have the right to determine the slate (if any) on which the nominee shall be placed for purposes of the vote of the Members. The Nomination Petition and the Nominee Statement may require all such information and all such agreements and representations as are determined to be necessary or appropriate by the Directors or the President. Any Nomination Petition or Nominee Statement which is not fully completed and properly executed, or which is not received within the time period provided above or is not true, accurate and complete in all respects, may be rejected by the Company and, if rejected, shall be returned by the Company to the Member or Members submitting the Nomination Petition or to the nominee submitting the Nominee Statement, as the case may be. No nominations for any Elected Director position may be made from the floor at any meeting of the Membersterm.

Nominations for Directors. The Directors, One or more nominees for Director positions up for election shall be nominated by the then current Directors or by a nominating committee established by the Directors. Nominations for election of Directors may also be made by any Member entitled to vote generally in the election of Directors. However, any Member that intends to nominate one or more persons for election as Directors at a meeting may do so only if written notice of that Member’s intent to make such nomination or nominations has been given, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the Company not less than sixty (60) days nor more than ninety (90) days prior to the first day of the month corresponding to the previous year’s annual meeting. Each such notice to the Secretary shall prepare set forth: (i) The name and address of record of the Member who intends to make the nomination; (ii) A representation that the Member is a list holder of nominees for record of Units of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (iii) The name, age, business and residence address, and principal occupation or employment of each Elected nominee; (iv) A description of all arrangements or understandings between the Member and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the Member; (v) Such other information regarding each nominee proposed by such Member as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; (vi) The consent of each nominee to serve as a Director position of the Company if so elected; and (vii) A nominating petition signed and dated by the holders of at least five percent (5%) of the then outstanding Units and clearly setting forth the proposed nominee as a candidate of the Director’s seat to be filled at the next annual meeting election of the MembersDirectors. The Directors may, pursuant Company may require any proposed nominee to agreement with any Person, permit furnish such Person to designate a nominee or nominees for election other information as a Director. Any Member or Members owning at least five percent of the outstanding Units may also nominate any individual (including any such Member) for election as an Elected Director at the next annual meeting of the Members by submitting a written nomination petition to the Company in a form provided reasonably be required by the Company (to determine the "Nomination Petition") and signed by eligibility of such Member or Members; provided, however, that (i) the Nomination Petition must be fully completed and received at the principal office of the Company no sooner than the October 1, but not later than the November 30, which precedes the annual meeting in question, or, if another period is expressly and affirmatively required by applicable law, rule or regulation, within the time period required by such law, rule or regulation; (ii) the proposed nominee must submit a signed written statement in a form provided by the Company (the "Nominee Statement") wherein the nominee shall, among other things, agree that the nominee will to serve as a Director of the Company. The presiding Officer of the meeting may, if elected and will preparethe facts warrant, execute and/or file all such reports and documentsdetermine that a nomination was not made in accordance with the foregoing procedures, and provide if he should so determine, he shall so declare to the Company with all such informationmeeting and the defective nomination shall be disregarded. The amendment or repeal of this Section or the adoption of any provision inconsistent herewith shall require the approval of a majority of the Membership Voting Interests. Whenever a vacancy occurs other than from expiration of a term of office or removal from office, as may be necessary or appropriate in order a majority of the remaining Directors shall appoint a new Director to fill the vacancy for the Company to comply with all applicable laws, rules and regulations, including the Securities Exchange Act remainder of 1934 and all rules and regulations promulgated thereunder; (iii) the nominee must meet all qualification requirements for Directors as may exist at the time of the nomination and at the time of election; and (iv) the Directors shall have the right to determine the slate (if any) on which the nominee shall be placed for purposes of the vote of the Members. The Nomination Petition and the Nominee Statement may require all such information and all such agreements and representations as are determined to be necessary or appropriate by the Directors or the President. Any Nomination Petition or Nominee Statement which is not fully completed and properly executed, or which is not received within the time period provided above or is not true, accurate and complete in all respects, may be rejected by the Company and, if rejected, shall be returned by the Company to the Member or Members submitting the Nomination Petition or to the nominee submitting the Nominee Statement, as the case may be. No nominations for any Elected Director position may be made from the floor at any meeting of the Membersterm.

Nominations for Directors. The Directors, One or more nominees for Director positions up for election shall be named by the then current Directors or by a nominating committee established by the Directors. Nominations for the election of Directors may also be made by any Class A Member or Class B Member entitled to vote generally in the election of Directors; provided, however, that in the case of any Class B Member, nominations for the election of Directors may only be made by a Class B Member who holds, or Class B Members who hold in the aggregate, at least ten percent (10%) of the then outstanding Class B Units (collectively, each such Member entitled to make a nomination hereunder is referred to as a “Nominating Member”). However, any Nominating Member that intends to nominate one or more persons for election as Directors at a meeting may do so only if written notice of such Nominating Member’s intent to make such nomination or nominations has been given, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the Company not less than sixty (60) days nor more than ninety (90) days prior to the annual meeting of the Company. Each such notice to the Secretary shall prepare set forth: (i) the name and address of record of the Nominating Member who intends to make the nomination; (ii) a list representation that the Nominating Member is a Record Holder of Units of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (iii) the name, age, business and residence addresses, and principal occupation or employment of each nominee; (iv) a description of all arrangements or understandings between the Nominating Member and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the Nominating Member; (v) such other information regarding each nominee proposed by such Nominating Member that the Board may request for inclusion in the proxy statement so that the information available with respect to all nominees for is reasonably equivalent. (vi) the consent of each Elected nominee to serve as a Director position of the Company if so elected; and (vii) in the case of a Nominating Member who is a Class B Member, a nominating petition signed and dated by the holders of at least ten percent (10%) of the then outstanding Class B Units and clearly setting forth the proposed nominee as a candidate of the Director’s seat to be filled at the next annual meeting election of the MembersDirectors. The Directors may, pursuant Company may require any proposed nominee to agreement with any Person, permit furnish such Person to designate a nominee or nominees for election other information as a Director. Any Member or Members owning at least five percent of the outstanding Units may also nominate any individual (including any such Member) for election as an Elected Director at the next annual meeting of the Members by submitting a written nomination petition to the Company in a form provided reasonably be required by the Company (to determine the "Nomination Petition") and signed by eligibility of such Member or Members; provided, however, that (i) the Nomination Petition must be fully completed and received at the principal office of the Company no sooner than the October 1, but not later than the November 30, which precedes the annual meeting in question, or, if another period is expressly and affirmatively required by applicable law, rule or regulation, within the time period required by such law, rule or regulation; (ii) the proposed nominee must submit a signed written statement in a form provided by the Company (the "Nominee Statement") wherein the nominee shall, among other things, agree that the nominee will to serve as a Director of the Company. The presiding Officer of the meeting may, if elected and will preparethe facts warrant, execute and/or file all such reports and documentsdetermine that a nomination was not made in accordance with the foregoing procedures, and provide if he should so determine, he shall so declare to the Company with all such informationmeeting and the defective nomination shall be disregarded. The amendment or repeal of this Section or the adoption of any provision inconsistent therewith shall require the approval of a majority of the Membership Voting Interests represented by the Class A Units and the Class B Units, voting together as may be necessary a single class. Whenever a vacancy occurs other than from expiration of a term of office or appropriate in order removal from office, a majority of the remaining Directors shall appoint a new Director to fill the vacancy for the Company to comply with all applicable laws, rules and regulations, including the Securities Exchange Act remainder of 1934 and all rules and regulations promulgated thereunder; (iii) the nominee must meet all qualification requirements for Directors as may exist at the time of the nomination and at the time of election; and (iv) the Directors shall have the right to determine the slate (if any) on which the nominee shall be placed for purposes of the vote of the Members. The Nomination Petition and the Nominee Statement may require all such information and all such agreements and representations as are determined to be necessary or appropriate by the Directors or the President. Any Nomination Petition or Nominee Statement which is not fully completed and properly executed, or which is not received within the time period provided above or is not true, accurate and complete in all respects, may be rejected by the Company and, if rejected, shall be returned by the Company to the Member or Members submitting the Nomination Petition or to the nominee submitting the Nominee Statement, as the case may be. No nominations for any Elected Director position may be made from the floor at any meeting of the Membersterm.

Nominations for Directors. The Directors, One or more nominees for Director positions up for election shall be nominated by the then current Directors or by a nominating committee established by the Directors. Nominations for election of Directors may also be made by any Member entitled to vote generally in the election of Directors. However, any Member that intends to nominate one or more persons for election as Directors at a meeting may do so only if written notice of that Member’s intent to make such nomination or nominations has been given, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the Company not less than sixty (60) days nor more than ninety (90) days prior to the first day of the month corresponding to the previous year’s annual meeting or such date as determined by the Directors and designated in the prior year’s annual meeting proxy statement. Each such notice to the Secretary shall prepare set forth: (i) The name and address of record of the Member who intends to make the nomination; (ii) A representation that the Member is a list holder of nominees for record of Units of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (iii) The name, age, business and residence address, and principal occupation or employment of each Elected nominee; (iv) A description of all arrangements or understandings between the Member and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the Member; (v) Such other information regarding each nominee proposed by such Member as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; (vi) The consent of each nominee to serve as a Director position of the Company if so elected; and (vii) A nominating petition signed and dated by the holders of at least five percent (5%) of the then outstanding Units and clearly setting forth the proposed nominee as a candidate of the Director’s seat to be filled at the next annual meeting election of the MembersDirectors. The Directors may, pursuant Company may require any proposed nominee to agreement with any Person, permit furnish such Person to designate a nominee or nominees for election other information as a Director. Any Member or Members owning at least five percent of the outstanding Units may also nominate any individual (including any such Member) for election as an Elected Director at the next annual meeting of the Members by submitting a written nomination petition to the Company in a form provided reasonably be required by the Company (to determine the "Nomination Petition") and signed by eligibility of such Member or Members; provided, however, that (i) the Nomination Petition must be fully completed and received at the principal office of the Company no sooner than the October 1, but not later than the November 30, which precedes the annual meeting in question, or, if another period is expressly and affirmatively required by applicable law, rule or regulation, within the time period required by such law, rule or regulation; (ii) the proposed nominee must submit a signed written statement in a form provided by the Company (the "Nominee Statement") wherein the nominee shall, among other things, agree that the nominee will to serve as a Director of the Company. The presiding Officer of the meeting may, if elected and will preparethe facts warrant, execute and/or file all such reports and documentsdetermine that a nomination was not made in accordance with the foregoing procedures, and provide if he should so determine, he shall so declare to the Company with all such informationmeeting and the defective nomination shall be disregarded. The amendment or repeal of this Section or the adoption of any provision inconsistent herewith shall require the approval of a majority of the Membership Voting Interests. Whenever a vacancy occurs other than from expiration of a term of office or removal from office, as may be necessary or appropriate in order a majority of the remaining Directors shall appoint a new Director to fill the vacancy for the Company to comply with all applicable laws, rules and regulations, including the Securities Exchange Act remainder of 1934 and all rules and regulations promulgated thereunder; (iii) the nominee must meet all qualification requirements for Directors as may exist at the time of the nomination and at the time of election; and (iv) the Directors shall have the right to determine the slate (if any) on which the nominee shall be placed for purposes of the vote of the Members. The Nomination Petition and the Nominee Statement may require all such information and all such agreements and representations as are determined to be necessary or appropriate by the Directors or the President. Any Nomination Petition or Nominee Statement which is not fully completed and properly executed, or which is not received within the time period provided above or is not true, accurate and complete in all respects, may be rejected by the Company and, if rejected, shall be returned by the Company to the Member or Members submitting the Nomination Petition or to the nominee submitting the Nominee Statement, as the case may be. No nominations for any Elected Director position may be made from the floor at any meeting of the Membersterm.

Nominations for Directors. The Directors, One or more nominees for Director positions up for election shall be named by the then current Directors or by a nominating committee established by the Directors. Nominations for the election of Directors may also be made by any Member entitled to vote generally in the election of Directors. However, any Member that intends to nominate one or more persons for election as Directors at a meeting may do so only if written notice of such Member’s intent to make such nomination or nominations has been given, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the Company not less than sixty (60) days nor more than ninety (90) days prior to the annual meeting of the Company. Each such notice to the Secretary shall prepare set forth: (i) the name and address of record of the Member who intends to make the nomination; (ii) a list representation that the Member is a holder of nominees for record of Units of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (iii) the name, age, business and residence addresses, and principal occupation or employment of each Elected nominee; (iv) a description of all arrangements or understandings between the Member and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the Member; (v) such other information regarding each nominee proposed by such Member as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; (vi) the consent of each nominee to serve as a Director position of the Company if so elected; and (vii) a nominating petition signed and dated by the holders of at least five percent (5%) of the then outstanding Units and clearly setting forth the proposed nominee as a candidate of the Director’s seat to be filled at the next annual meeting election of the MembersDirectors. The Directors may, pursuant Company may require any proposed nominee to agreement with any Person, permit furnish such Person to designate a nominee or nominees for election other information as a Director. Any Member or Members owning at least five percent of the outstanding Units may also nominate any individual (including any such Member) for election as an Elected Director at the next annual meeting of the Members by submitting a written nomination petition to the Company in a form provided reasonably be required by the Company (to determine the "Nomination Petition") and signed by eligibility of such Member or Members; provided, however, that (i) the Nomination Petition must be fully completed and received at the principal office of the Company no sooner than the October 1, but not later than the November 30, which precedes the annual meeting in question, or, if another period is expressly and affirmatively required by applicable law, rule or regulation, within the time period required by such law, rule or regulation; (ii) the proposed nominee must submit a signed written statement in a form provided by the Company (the "Nominee Statement") wherein the nominee shall, among other things, agree that the nominee will to serve as a Director of the Company. The presiding Officer of the meeting may, if elected and will preparethe facts warrant, execute and/or file all such reports and documentsdetermine that a nomination was not made in accordance with the foregoing procedures, and provide if he should so determine, he shall so declare to the Company with all such informationmeeting and the defective nomination shall be disregarded. The amendment or repeal of this Section or the adoption of any provision inconsistent therewith shall require the approval of a majority of the Membership Voting Interests. Whenever a vacancy occurs other than from expiration of a term of office or removal from office, as may be necessary or appropriate in order a majority of the remaining Directors shall appoint a new Director to fill the vacancy for the Company to comply with all applicable laws, rules and regulations, including the Securities Exchange Act remainder of 1934 and all rules and regulations promulgated thereunder; (iii) the nominee must meet all qualification requirements for Directors as may exist at the time of the nomination and at the time of election; and (iv) the Directors shall have the right to determine the slate (if any) on which the nominee shall be placed for purposes of the vote of the Members. The Nomination Petition and the Nominee Statement may require all such information and all such agreements and representations as are determined to be necessary or appropriate by the Directors or the President. Any Nomination Petition or Nominee Statement which is not fully completed and properly executed, or which is not received within the time period provided above or is not true, accurate and complete in all respects, may be rejected by the Company and, if rejected, shall be returned by the Company to the Member or Members submitting the Nomination Petition or to the nominee submitting the Nominee Statement, as the case may be. No nominations for any Elected Director position may be made from the floor at any meeting of the Membersterm.

Nominations for Directors. The Directors, One or more nominees for Director positions up for election shall be named by the then current Directors or by a nominating committee established by the Directors. Nominations for the election of Directors may also be made by any Member entitled to vote generally in the election of Directors. However, any Member that intends to nominate one or more persons for election as Directors at a meeting may do so only if written notice of such Member’s intent to make such nomination or nominations has been given, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the Company not less than one hundred twenty (120) calendar days prior to the one year anniversary of the date on which the Company delivered the prior year’s proxy statement or notice of annual meeting to Members. Provided, however, that for the first election of Directors, such notice shall prepare be delivered not less that thirty (30) days prior to the date of the date of the special or annual meeting of the Members at which the election will be held . Each such notice to the Secretary shall set forth: (i) the name and address of record of the Member who intends to make the nomination; (ii) a list representation that the Member is a holder of nominees for record of Units of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (iii) the name, age, business and residence addresses, and principal occupation or employment of each Elected nominee; (iv) a description of all arrangements or understandings between the Member and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the Members; (v) such other information regarding each nominee proposed by such Member as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; (vi) the consent of each nominee to serve as a Director position of the Company if so elected; and (vii) a nominating petition signed and dated by the holders of at least five percent (5%) of the then outstanding Units and clearly setting forth the proposed nominee as a candidate of the Director’s seat to be filled at the next annual meeting election of the MembersDirectors. The Directors may, pursuant Company may require any proposed nominee to agreement with any Person, permit furnish such Person to designate a nominee or nominees for election other information as a Director. Any Member or Members owning at least five percent of the outstanding Units may also nominate any individual (including any such Member) for election as an Elected Director at the next annual meeting of the Members by submitting a written nomination petition to the Company in a form provided reasonably be required by the Company (to determine the "Nomination Petition") and signed by eligibility of such Member or Members; provided, however, that (i) the Nomination Petition must be fully completed and received at the principal office of the Company no sooner than the October 1, but not later than the November 30, which precedes the annual meeting in question, or, if another period is expressly and affirmatively required by applicable law, rule or regulation, within the time period required by such law, rule or regulation; (ii) the proposed nominee must submit a signed written statement in a form provided by the Company (the "Nominee Statement") wherein the nominee shall, among other things, agree that the nominee will to serve as a Director of the Company. The presiding Officer of the meeting may, if elected and will preparethe facts warrant, execute and/or file all such reports and documentsdetermine that a nomination was not made in accordance with the foregoing procedures, and provide if he should so determine, he shall so declare to the Company with all such informationmeeting and the defective nomination shall be disregarded. The amendment or repeal of this Section or the adoption of any provision inconsistent therewith shall require the approval of a majority of the total Membership Voting Interests entitled to vote pursuant to this Agreement. Whenever a vacancy occurs other than from expiration of a term of office or removal from office, as may be necessary or appropriate in order a majority of the remaining Directors shall appoint a new Director to fill the vacancy for the Company to comply with all applicable laws, rules and regulations, including the Securities Exchange Act remainder of 1934 and all rules and regulations promulgated thereunder; (iii) the nominee must meet all qualification requirements for Directors as may exist at the time of the nomination and at the time of election; and (iv) the Directors shall have the right to determine the slate (if any) on which the nominee shall be placed for purposes of the vote of the Members. The Nomination Petition and the Nominee Statement may require all such information and all such agreements and representations as are determined to be necessary or appropriate by the Directors or the President. Any Nomination Petition or Nominee Statement which is not fully completed and properly executed, or which is not received within the time period provided above or is not true, accurate and complete in all respects, may be rejected by the Company and, if rejected, shall be returned by the Company to the Member or Members submitting the Nomination Petition or to the nominee submitting the Nominee Statement, as the case may be. No nominations for any Elected Director position may be made from the floor at any meeting of the Membersterm.

Nominations for Directors. The Directors, One or more nominees for Director positions up for election shall be named by the then current Directors or by a nominating committee established by the Directors. Nominations for the election of Directors may also be made by any Member entitled to vote generally in the election of Directors. However, any Member that intends to nominate one or more persons for election as Directors at a meeting may do so only if written notice of such Member's intent to make such nomination or nominations has been given, either by personal delivery or by United Stated mail, postage prepaid, to the Secretary of the Company not less than sixty (60) days nor more than ninety (90) days prior to the annual meeting of the Company. Each such notice to the Secretary shall prepare set forth: (i) the name and address of record of the Member who intends to make the nomination; (ii) a list representation that the Member is a holder of nominees for record of Units of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (iii) the name, age, business and residence addresses, and principal occupation or employment of each Elected nominee; (iv) a description of all arrangements or understandings between the Member and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the Members; (v) such other information regarding each nominee proposed by such Member as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; (vi) the consent of each nominee to serve as a Director position of the Company if so elected; and (vii) a nominating petition signed an dated by the holders of at least five percent (5%) of the then outstanding Units and clearly setting forth the proposed nominee as a candidate of the Director's seat to be filled at the next annual meeting election of the MembersDirectors. The Directors may, pursuant Company may require any proposed nominee to agreement with any Person, permit furnish such Person to designate a nominee or nominees for election other information as a Director. Any Member or Members owning at least five percent of the outstanding Units may also nominate any individual (including any such Member) for election as an Elected Director at the next annual meeting of the Members by submitting a written nomination petition to the Company in a form provided reasonably be required by the Company (to determine the "Nomination Petition") and signed by eligibility of such Member or Members; provided, however, that (i) the Nomination Petition must be fully completed and received at the principal office of the Company no sooner than the October 1, but not later than the November 30, which precedes the annual meeting in question, or, if another period is expressly and affirmatively required by applicable law, rule or regulation, within the time period required by such law, rule or regulation; (ii) the proposed nominee must submit a signed written statement in a form provided by the Company (the "Nominee Statement") wherein the nominee shall, among other things, agree that the nominee will to serve as a Director of the Company. The presiding Officer of the meeting may, if elected and will preparethe facts warrant, execute and/or file all such reports and documentsdetermine that a nomination was not made in accordance with the foregoing procedures, and provide if he should so determine, he shall so declare to the Company with all such informationmeeting and the defective nomination shall be disregarded. The amendment or repeal of this Section or the adoption of any provision inconsistent therewith shall require the approval of a majority of the Membership Voting Interests. Whenever a vacancy occurs other than from expiration of a term of office or removal from office, as may be necessary or appropriate in order a majority of the remaining Directors shall appoint a new Director to fill the vacancy for the Company to comply with all applicable laws, rules and regulations, including the Securities Exchange Act remainder of 1934 and all rules and regulations promulgated thereunder; (iii) the nominee must meet all qualification requirements for Directors as may exist at the time of the nomination and at the time of election; and (iv) the Directors shall have the right to determine the slate (if any) on which the nominee shall be placed for purposes of the vote of the Members. The Nomination Petition and the Nominee Statement may require all such information and all such agreements and representations as are determined to be necessary or appropriate by the Directors or the President. Any Nomination Petition or Nominee Statement which is not fully completed and properly executed, or which is not received within the time period provided above or is not true, accurate and complete in all respects, may be rejected by the Company and, if rejected, shall be returned by the Company to the Member or Members submitting the Nomination Petition or to the nominee submitting the Nominee Statement, as the case may be. No nominations for any Elected Director position may be made from the floor at any meeting of the Membersterm.

Nominations for Directors. The Directors, One or more nominees for Director positions up for election shall be named by the then current Directors or by a nominating committee established by the Directors. Nominations for the election of Directors may also be made by any Member entitled to vote generally in the election of Directors. However, any Member that intends to nominate one or more persons for election as Directors at a meeting may do so only if written notice of such Member’s intent to make such nomination or nominations has been given, either by personal delivery or by United Stated mail, postage prepaid, to the Secretary of the Company not less than sixty (60) days nor more than ninety (90) days prior to the first day of the month corresponding to the previous year’s annual meeting. Each such notice to the Secretary shall prepare set forth: (i) the name and address of record of the Member who intends to make the nomination; (ii) a list representation that the Member is a holder of nominees for record of Units of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (iii) the name, age, business and residence addresses, and principal occupation or employment of each Elected nominee; (iv) a description of all arrangements or understandings between the Member and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the Members; (v) such other information regarding each nominee proposed by such Member as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; (vi) the consent of each nominee to serve as a Director position of the Company if so elected; and (vii) a nominating petition signed and dated by the holders of at least five percent (5%) of the then outstanding Units and clearly setting forth the proposed nominee as a candidate of the Director’s seat to be filled at the next annual meeting election of the MembersDirectors. The Directors may, pursuant Company may require any proposed nominee to agreement with any Person, permit furnish such Person to designate a nominee or nominees for election other information as a Director. Any Member or Members owning at least five percent of the outstanding Units may also nominate any individual (including any such Member) for election as an Elected Director at the next annual meeting of the Members by submitting a written nomination petition to the Company in a form provided reasonably be required by the Company (to determine the "Nomination Petition") and signed by eligibility of such Member or Members; provided, however, that (i) the Nomination Petition must be fully completed and received at the principal office of the Company no sooner than the October 1, but not later than the November 30, which precedes the annual meeting in question, or, if another period is expressly and affirmatively required by applicable law, rule or regulation, within the time period required by such law, rule or regulation; (ii) the proposed nominee must submit a signed written statement in a form provided by the Company (the "Nominee Statement") wherein the nominee shall, among other things, agree that the nominee will to serve as a Director of the Company. The presiding Officer of the meeting may, if elected and will preparethe facts warrant, execute and/or file all such reports and documentsdetermine that a nomination was not made in accordance with the foregoing procedures, and provide if he should so determine, he shall so declare to the Company with all such informationmeeting and the defective nomination shall be disregarded. The amendment or repeal of this Section or the adoption of any provision inconsistent therewith shall require the approval of a majority of the Membership Voting Interests. Whenever a vacancy occurs other than from expiration of a term of office or removal from office, as may be necessary or appropriate in order a majority of the remaining Directors shall appoint a new Director to fill the vacancy for the Company to comply with all applicable laws, rules and regulations, including the Securities Exchange Act remainder of 1934 and all rules and regulations promulgated thereunder; (iii) the nominee must meet all qualification requirements for Directors as may exist at the time of the nomination and at the time of election; and (iv) the Directors shall have the right to determine the slate (if any) on which the nominee shall be placed for purposes of the vote of the Members. The Nomination Petition and the Nominee Statement may require all such information and all such agreements and representations as are determined to be necessary or appropriate by the Directors or the President. Any Nomination Petition or Nominee Statement which is not fully completed and properly executed, or which is not received within the time period provided above or is not true, accurate and complete in all respects, may be rejected by the Company and, if rejected, shall be returned by the Company to the Member or Members submitting the Nomination Petition or to the nominee submitting the Nominee Statement, as the case may be. No nominations for any Elected Director position may be made from the floor at any meeting of the Membersterm.

Nominations for Directors. The Directors, One or more nominees for Director positions up for election shall be named by the then current Directors or by a nominating committee established by the Directors. Nominations for the election of Directors may also be made by any Member entitled to vote generally in the election of Directors. However, any Member that intends to nominate one or more persons for election as Directors at a meeting may do so only if written notice of such Member’s intent to make such nomination or nominations has been given, either by personal delivery or by United Stated mail, postage prepaid, to the Secretary of the Company not less than sixty (60) days nor more than ninety (90) days prior to the first day of the month corresponding to the previous year’s annual meeting. Each such notice to the Secretary shall prepare set forth: (i) the name and address of record of the Member who intends to make the nomination; (ii) a list representation that the Member is a holder of nominees for record of Units of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (iii) the name, age, business and residence addresses, and principal occupation or employment of each Elected nominee; (iv) a description of all arrangements or understandings between the Member and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the Members; (v) such other information regarding each nominee proposed by such Member as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; (vi) the consent of each nominee to serve as a Director position of the Company if so elected; and (vii) a nominating petition signed an dated by the holders of at least five percent (5%) of the then outstanding Units and clearly setting forth the proposed nominee as a candidate of the Director’s seat to be filled at the next annual meeting election of the MembersDirectors. The Directors may, pursuant Company may require any proposed nominee to agreement with any Person, permit furnish such Person to designate a nominee or nominees for election other information as a Director. Any Member or Members owning at least five percent of the outstanding Units may also nominate any individual (including any such Member) for election as an Elected Director at the next annual meeting of the Members by submitting a written nomination petition to the Company in a form provided reasonably be required by the Company (to determine the "Nomination Petition") and signed by eligibility of such Member or Members; provided, however, that (i) the Nomination Petition must be fully completed and received at the principal office of the Company no sooner than the October 1, but not later than the November 30, which precedes the annual meeting in question, or, if another period is expressly and affirmatively required by applicable law, rule or regulation, within the time period required by such law, rule or regulation; (ii) the proposed nominee must submit a signed written statement in a form provided by the Company (the "Nominee Statement") wherein the nominee shall, among other things, agree that the nominee will to serve as a Director of the Company. The presiding Officer of the meeting may, if elected and will preparethe facts warrant, execute and/or file all such reports and documentsdetermine that a nomination was not made in accordance with the foregoing procedures, and provide if he should so determine, he shall so declare to the Company with all such informationmeeting and the defective nomination shall be disregarded. The amendment or repeal of this Section or the adoption of any provision inconsistent therewith shall require the approval of a majority of the Membership Voting Interests. Whenever a vacancy occurs other than from expiration of a term of office or removal from office, as may be necessary or appropriate in order a majority of the remaining Directors shall appoint a new Director to fill the vacancy for the Company to comply with all applicable laws, rules and regulations, including the Securities Exchange Act remainder of 1934 and all rules and regulations promulgated thereunder; (iii) the nominee must meet all qualification requirements for Directors as may exist at the time of the nomination and at the time of election; and (iv) the Directors shall have the right to determine the slate (if any) on which the nominee shall be placed for purposes of the vote of the Members. The Nomination Petition and the Nominee Statement may require all such information and all such agreements and representations as are determined to be necessary or appropriate by the Directors or the President. Any Nomination Petition or Nominee Statement which is not fully completed and properly executed, or which is not received within the time period provided above or is not true, accurate and complete in all respects, may be rejected by the Company and, if rejected, shall be returned by the Company to the Member or Members submitting the Nomination Petition or to the nominee submitting the Nominee Statement, as the case may be. No nominations for any Elected Director position may be made from the floor at any meeting of the Membersterm.

Nominations for Directors. The Directors, Nominations for the election of Directors shall be named by the then current Directors or by a nominating committee established by the Directors. Nominations for the election of Directors may also be made by any Member entitled to vote generally in the election of Directors. However, any Member that intends to nominate one or more persons for election as Directors at a meeting may do so only if written notice of such Member’s intent to make such nomination or nominations has been given, either by personal delivery or by United Stated mail, postage prepaid, to the Secretary of the Company not less than sixty (60) days nor more than ninety (90) days prior to the first day of the month corresponding to the previous year's annual meeting. Each such notice to the Secretary shall prepare set forth: (i) the name and address of record of the Member who intends to make the nomination; (ii) a list representation that the Member is a holder of nominees record of Units of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (iii) the name, age, business and residence addresses, and principal occupation or employment of each nominee; (iv) a description of all arrangements or understandings between the Member and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the Members; (v) such other information regarding each nominee proposed by such Member as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; (vi) the consent of each nominee to serve as a Director of the Company if so elected; and (vii) a nominating petition signed and dated by the holders of at least five percent (5%) of the then outstanding Units and clearly setting forth the proposed nominee as a candidate for each Elected Director position a Director’s seat to be filled at the next annual meeting election of the MembersDirectors. The Directors may, pursuant Company may require any proposed nominee to agreement with any Person, permit furnish such Person to designate a nominee or nominees for election other information as a Director. Any Member or Members owning at least five percent of the outstanding Units may also nominate any individual (including any such Member) for election as an Elected Director at the next annual meeting of the Members by submitting a written nomination petition to the Company in a form provided reasonably be required by the Company (to determine the "Nomination Petition") and signed by eligibility of such Member or Members; provided, however, that (i) the Nomination Petition must be fully completed and received at the principal office of the Company no sooner than the October 1, but not later than the November 30, which precedes the annual meeting in question, or, if another period is expressly and affirmatively required by applicable law, rule or regulation, within the time period required by such law, rule or regulation; (ii) the proposed nominee must submit a signed written statement in a form provided by the Company (the "Nominee Statement") wherein the nominee shall, among other things, agree that the nominee will to serve as a Director of the Company. The presiding Officer of the meeting may, if elected and will preparethe facts warrant, execute and/or file all such reports and documentsdetermine that a nomination was not made in accordance with the foregoing procedures, and provide if he should so determine, he shall so declare to the Company with all such informationmeeting and the defective nomination shall be disregarded. The amendment or repeal of this Section or the adoption of any provision inconsistent therewith shall require the approval of a majority of the outstanding Membership Voting Interests. Whenever a vacancy occurs other than from expiration of a term of office or removal from office, as a majority of the remaining Directors may be necessary or appropriate in order appoint a new Director to fill the vacancy for the Company to comply with all applicable laws, rules and regulations, including the Securities Exchange Act remainder of 1934 and all rules and regulations promulgated thereunder; (iii) the nominee must meet all qualification requirements for Directors as may exist at the time of the nomination and at the time of election; and (iv) the Directors shall have the right to determine the slate (if any) on which the nominee shall be placed for purposes of the vote of the Members. The Nomination Petition and the Nominee Statement may require all such information and all such agreements and representations as are determined to be necessary or appropriate by the Directors or the President. Any Nomination Petition or Nominee Statement which is not fully completed and properly executed, or which is not received within the time period provided above or is not true, accurate and complete in all respects, may be rejected by the Company and, if rejected, shall be returned by the Company to the Member or Members submitting the Nomination Petition or to the nominee submitting the Nominee Statement, as the case may be. No nominations for any Elected Director position may be made from the floor at any meeting of the Membersterm.

Nominations for Directors. The Directors, One or more nominees for Director positions up for election shall be named by the then current Directors or by a nominating committee established by the Directors. Nominations for the election of Directors may also be made by any Member entitled to vote generally in the election of Directors. However, any Member that intends to nominate one or more persons for election as Directors at a meeting may do so only if written notice of such Member’s intent to make such nomination or nominations has been given, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the Company not less than sixty (60) days nor more than ninety (90) days prior to the annual meeting of the Company. Each such notice to the Secretary shall prepare set forth: (i) the name and address of record of the Member who intends to make the nomination; (ii) a list representation that the Member is a holder of nominees for record of Units of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (iii) the name, age, business and residence addresses, and principal occupation or employment of each Elected nominee; (iv) a description of all arrangements or understandings between the Member and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the Member; (v) such other information regarding each nominee proposed by such Member as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; (vi) the consent of each nominee to serve as a Director position of the Company if so elected; and (vii) a nominating petition signed and dated by the holders of at least five percent (5%) of the then outstanding Units and clearly setting forth the proposed nominee as a candidate of the Director’s seat to be filled at the next annual meeting election of the MembersDirectors. The Directors may, pursuant Company may require any proposed nominee to agreement with any Person, permit furnish such Person to designate a nominee or nominees for election other information as a Director. Any Member or Members owning at least five percent of the outstanding Units may also nominate any individual (including any such Member) for election as an Elected Director at the next annual meeting of the Members by submitting a written nomination petition to the Company in a form provided reasonably be required by the Company (to determine the "Nomination Petition") and signed by eligibility of such Member or Members; provided, however, that (i) the Nomination Petition must be fully completed and received at the principal office of the Company no sooner than the October 1, but not later than the November 30, which precedes the annual meeting in question, or, if another period is expressly and affirmatively required by applicable law, rule or regulation, within the time period required by such law, rule or regulation; (ii) the proposed nominee must submit a signed written statement in a form provided by the Company (the "Nominee Statement") wherein the nominee shall, among other things, agree that the nominee will to serve as a Director of the Company. The presiding Officer of the meeting may, if elected and will preparethe facts warrant, execute and/or file all such reports and documentsdetermine that a nomination was not made in accordance with the foregoing procedures, and provide if he should so determine, he shall so declare to the Company with all such information, as may be necessary or appropriate in order for meeting and the Company to comply with all applicable laws, rules and regulations, including the Securities Exchange Act of 1934 and all rules and regulations promulgated thereunder; (iii) the nominee must meet all qualification requirements for Directors as may exist at the time of the defective nomination and at the time of election; and (iv) the Directors shall have the right to determine the slate (if any) on which the nominee shall be placed for purposes of the vote of the Members. The Nomination Petition and the Nominee Statement may require all such information and all such agreements and representations as are determined to be necessary or appropriate by the Directors or the President. Any Nomination Petition or Nominee Statement which is not fully completed and properly executed, or which is not received within the time period provided above or is not true, accurate and complete in all respects, may be rejected by the Company and, if rejected, shall be returned by the Company to the Member or Members submitting the Nomination Petition or to the nominee submitting the Nominee Statement, as the case may be. No nominations for any Elected Director position may be made from the floor at any meeting of the Membersdisregarded.

Nominations for Directors. The Directors, One or more nominees for Director positions up for election shall be named by the then current Directors or by a nominating committee established by the Directors. Nominations for the election of Directors may also be made by any Member entitled to vote generally in the election of Directors. However, any Member that intends to nominate one or more persons for election as Directors at a meeting may do so only if written notice of such Member's intent to make such nomination or nominations has been given, either by personal delivery or by United Stated mail, postage prepaid, to the Secretary of the Company not less than sixty (60) days nor more than ninety (90) days prior to the annual meeting of the Company. Each such notice to the Secretary shall prepare set forth: (i) the name and address of record of the Member who intends to make the nomination; (ii) a list representation that the Member is a holder of nominees for record of Units of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (iii) the name, age, business and residence addresses, and principal occupation or employment of each Elected nominee; (iv) a description of all arrangements or understandings between the Member and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the Members; (v) such other information regarding each nominee proposed by such Member as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; (vi) the consent of each nominee to serve as a Director position of the Company if so elected; and (vii) a nominating petition signed an dated by the holders of at least five percent (5%) of the then outstanding Units and clearly setting forth the proposed nominee as a candidate of the Director's seat to be filled at the next annual meeting election of the MembersDirectors. The Directors may, pursuant Company may require any proposed nominee to agreement with any Person, permit furnish such Person to designate a nominee or nominees for election other information as a Director. Any Member or Members owning at least five percent of the outstanding Units may also nominate any individual (including any such Member) for election as an Elected Director at the next annual meeting of the Members by submitting a written nomination petition to the Company in a form provided reasonably be required by the Company (to determine the "Nomination Petition") and signed by eligibility of such Member or Members; provided, however, that (i) the Nomination Petition must be fully completed and received at the principal office of the Company no sooner than the October 1, but not later than the November 30, which precedes the annual meeting in question, or, if another period is expressly and affirmatively required by applicable law, rule or regulation, within the time period required by such law, rule or regulation; (ii) the proposed nominee must submit a signed written statement in a form provided by the Company (the "Nominee Statement") wherein the nominee shall, among other things, agree that the nominee will to serve as a Director of the Company. The presiding Officer of the meeting may, if elected and will preparethe facts warrant, execute and/or file all such reports and documentsdetermine that a nomination was not made in accordance with the foregoing procedures, and provide if he should so determine, he shall so declare to the Company with all such informationmeeting and the defective nomination shall be disregarded. The amendment or repeal of this Section or the adoption of any provision inconsistent therewith shall require the approval of a majority of the Membership Voting Interests. Whenever a vacancy occurs other than from expiration of a term of office or removal from office, as may be necessary or appropriate in order a majority of the remaining Directors shall appoint a new Director to fill the vacancy for the Company to comply with all applicable laws, rules and regulations, including the Securities Exchange Act remainder of 1934 and all rules and regulations promulgated thereunder; (iii) the nominee must meet all qualification requirements for Directors as may exist at the time of the nomination and at the time of election; and (iv) the Directors shall have the right to determine the slate (if any) on which the nominee shall be placed for purposes of the vote of the Members. The Nomination Petition and the Nominee Statement may require all such information and all such agreements and representations as are determined to be necessary or appropriate by the Directors or the President. Any Nomination Petition or Nominee Statement which is not fully completed and properly executed, or which is not received within the time period provided above or is not true, accurate and complete in all respects, may be rejected by the Company and, if rejected, shall be returned by the Company to the Member or Members submitting the Nomination Petition or to the nominee submitting the Nominee Statement, as the case may be. No nominations for any Elected Director position may be made from the floor at any meeting of the Membersterm.

Nominations for Directors. The Directors, One or more nominees for the Director positions up for election shall be named by the then current Directors or by a nominating committee established by the Board of Directors. Nominations for the election of Directors may also be made by any Member who holds, shall prepare or Members who hold in the aggregate, at least ten percent (10%) of the then outstanding Units (each such Member making a list nomination hereunder is referred to as a “Nominating Member”). Any Nominating Member that intends to nominate one or more persons for election as Directors at a meeting may do so only if written notice of nominees for each Elected Director position such Nominating Member’s intent to be filled at make such nomination or nominations has been given, either by personal delivery or by United States mail, postage prepaid, to the next Secretary of the Company not less than sixty (60) days nor more than ninety (90) days prior to the annual meeting of the MembersCompany. The Directors may, pursuant to agreement with any Person, permit Each such Person to designate a nominee or nominees for election as a Director. Any Member or Members owning at least five percent of the outstanding Units may also nominate any individual (including any such Member) for election as an Elected Director at the next annual meeting of the Members by submitting a written nomination petition notice to the Company in a form provided by the Company (the "Nomination Petition") and signed by such Member or Members; provided, however, that Secretary shall set forth: (i) the Nomination Petition must be fully completed name and received at address of record of the principal office Nominating Member who intends to make the nomination; (ii) a representation that the Nominating Member is a Record Holder of Units of the Company no sooner than entitled to vote at such meeting and intends to appear in person or by proxy at the October 1meeting to nominate the person or persons specified in the notice; (iii) the name, but not later than age, business and residence addresses, and principal occupation or employment of each nominee; (iv) a description of all arrangements or understandings between the November 30, Nominating Member and each nominee and any other person or persons (naming such person or persons) pursuant to which precedes the annual meeting in question, or, if another period is expressly and affirmatively required nomination or nominations are to be made by applicable law, rule or regulation, within the time period required Nominating Member; (v) such other information regarding each nominee proposed by such law, rule or regulationNominating Member that the Board may request for inclusion in the proxy statement so that the information available with respect to all nominees is reasonably equivalent; and (iivi) the consent of each nominee must submit a signed written statement in a form provided by the Company (the "Nominee Statement") wherein the nominee shall, among other things, agree that the nominee will to serve as a Director if elected and will prepare, execute and/or file all such reports and documents, and provide of the Company with all if so elected. The Company may require any proposed nominee to furnish such information, other information as may reasonably be necessary or appropriate in order for the Company to comply with all applicable laws, rules and regulations, including the Securities Exchange Act of 1934 and all rules and regulations promulgated thereunder; (iii) the nominee must meet all qualification requirements for Directors as may exist at the time of the nomination and at the time of election; and (iv) the Directors shall have the right to determine the slate (if any) on which the nominee shall be placed for purposes of the vote of the Members. The Nomination Petition and the Nominee Statement may require all such information and all such agreements and representations as are determined to be necessary or appropriate by the Directors or the President. Any Nomination Petition or Nominee Statement which is not fully completed and properly executed, or which is not received within the time period provided above or is not true, accurate and complete in all respects, may be rejected by the Company and, if rejected, shall be returned required by the Company to determine the Member or Members submitting eligibility of such proposed nominee to serve as a Director of the Nomination Petition or Company. The presiding Officer of the meeting may, if the facts warrant, determine that a nomination was not made in accordance with the foregoing procedures, and if he should so determine, he shall so declare to the nominee submitting meeting and the Nominee Statement, as defective nomination shall be disregarded. The amendment or repeal of this Section or the case may be. No nominations for adoption of any Elected Director position may be made from provision inconsistent therewith shall require the floor at any meeting approval of a majority of the MembersMembership Voting Interests. Whenever a vacancy occurs other than from expiration of a term of office or removal from office, a majority of the remaining Directors shall appoint a new Director to fill the vacancy for the remainder of such term.

Nominations for Directors. The Directors, One or more nominees for Director positions up for election shall be nominated by the then current Directors or by a nominating committee established by the Directors. Nominations for election of Directors may also be made by any Member entitled to vote generally in the election of Directors. However, any Member that intends to nominate one or more persons for election as Directors at a meeting may do so only if written notice of that Member’s intent to make such nomination or nominations has been given, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the Company not less than sixty (60) days nor more than ninety (90) days prior to the annual meeting of the Company. Each such notice to the Secretary shall prepare set forth: (i) The name and address of record of the Member who intends to make the nomination; (ii) A representation that the Member is a list holder of nominees for record of Units of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (iii) The name, age, business and residence address, and principal occupation or employment of each Elected nominee; (iv) A description of all arrangements or understandings between the Member and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the Member; (v) Such other information regarding each nominee proposed by such Member as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; (vi) The consent of each nominee to serve as a Director position of the Company if so elected; and (vii) A nominating petition signed and dated by the holders of at least five percent (5%) of the then outstanding Units and clearly setting forth the proposed nominee as a candidate of the Director’s seat to be filled at the next annual meeting election of the MembersDirectors. The Directors may, pursuant Company may require any proposed nominee to agreement with any Person, permit furnish such Person to designate a nominee or nominees for election other information as a Director. Any Member or Members owning at least five percent of the outstanding Units may also nominate any individual (including any such Member) for election as an Elected Director at the next annual meeting of the Members by submitting a written nomination petition to the Company in a form provided reasonably be required by the Company (to determine the "Nomination Petition") and signed by eligibility of such Member or Members; provided, however, that (i) the Nomination Petition must be fully completed and received at the principal office of the Company no sooner than the October 1, but not later than the November 30, which precedes the annual meeting in question, or, if another period is expressly and affirmatively required by applicable law, rule or regulation, within the time period required by such law, rule or regulation; (ii) the proposed nominee must submit a signed written statement in a form provided by the Company (the "Nominee Statement") wherein the nominee shall, among other things, agree that the nominee will to serve as a Director of the Company. The presiding Officer of the meeting may, if elected and will preparethe facts warrant, execute and/or file all such reports and documentsdetermine that a nomination was not made in accordance with the foregoing procedures, and provide if he should so determine, he shall so declare to the Company with all such informationmeeting and the defective nomination shall be disregarded. The amendment or repeal of this Section or the adoption of any provision inconsistent herewith shall require the approval of a majority of the Membership Voting Interests. Whenever a vacancy occurs other than from expiration of a term of office or removal from office, as may be necessary or appropriate in order a majority of the remaining Directors shall appoint a new Director to fill the vacancy for the Company to comply with all applicable laws, rules and regulations, including the Securities Exchange Act remainder of 1934 and all rules and regulations promulgated thereunder; (iii) the nominee must meet all qualification requirements for Directors as may exist at the time of the nomination and at the time of election; and (iv) the Directors shall have the right to determine the slate (if any) on which the nominee shall be placed for purposes of the vote of the Members. The Nomination Petition and the Nominee Statement may require all such information and all such agreements and representations as are determined to be necessary or appropriate by the Directors or the President. Any Nomination Petition or Nominee Statement which is not fully completed and properly executed, or which is not received within the time period provided above or is not true, accurate and complete in all respects, may be rejected by the Company and, if rejected, shall be returned by the Company to the Member or Members submitting the Nomination Petition or to the nominee submitting the Nominee Statement, as the case may be. No nominations for any Elected Director position may be made from the floor at any meeting of the Membersterm.

Nominations for Directors. The Directors, One or more nominees for Director positions up for election shall be named by the then current Directors or by a nominating committee established by the Directors. Nominations for the election of Directors may also be made by any Member entitled to vote generally in the election of Directors. However, any Member that intends to nominate one or more persons for election as Directors at a meeting may do so only if written notice of such Member’s intent to make such nomination or nominations has been given, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the Company not less than sixty (60) days nor more than ninety (90) days prior to the first day of the month corresponding to the previous year’s annual meeting. Each such notice to the Secretary shall prepare set forth: (i) the name and address of record of the Member who intends to make the nomination; (ii) a list representation that the Member is a holder of nominees for record of Units of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (iii) the name, age, business and residence addresses, and principal occupation or employment of each Elected nominee; (iv) a description of all arrangements or understandings between the Member and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the Members; (v) such other information regarding each nominee proposed by such Member as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; (vi) the consent of each nominee to serve as a Director position of the Company if so elected; and (vii) a nominating petition signed and dated by the holders of at least five percent (5%) of the then outstanding Units and clearly setting forth the proposed nominee as a candidate of the Director’s seat to be filled at the next annual meeting election of the MembersDirectors. The Directors may, pursuant Company may require any proposed nominee to agreement with any Person, permit furnish such Person to designate a nominee or nominees for election other information as a Director. Any Member or Members owning at least five percent of the outstanding Units may also nominate any individual (including any such Member) for election as an Elected Director at the next annual meeting of the Members by submitting a written nomination petition to the Company in a form provided reasonably be required by the Company (to determine the "Nomination Petition") and signed by eligibility of such Member or Members; provided, however, that (i) the Nomination Petition must be fully completed and received at the principal office of the Company no sooner than the October 1, but not later than the November 30, which precedes the annual meeting in question, or, if another period is expressly and affirmatively required by applicable law, rule or regulation, within the time period required by such law, rule or regulation; (ii) the proposed nominee must submit a signed written statement in a form provided by the Company (the "Nominee Statement") wherein the nominee shall, among other things, agree that the nominee will to serve as a Director of the Company. The presiding Officer of the meeting may, if elected and will preparethe facts warrant, execute and/or file all such reports and documentsdetermine that a nomination was not made in accordance with the foregoing procedures, and provide if he should so determine, he shall so declare to the Company with all such informationmeeting and the defective nomination shall be disregarded. The amendment or repeal of this Section or the adoption of any provision inconsistent therewith shall require an action by the Members pursuant to Section 6.10 of this Agreement. Whenever a vacancy occurs other than from expiration of a term of office or removal from office, as may be necessary or appropriate in order a majority of the remaining Directors shall appoint a new Director to fill the vacancy for the Company to comply with all applicable laws, rules and regulations, including the Securities Exchange Act remainder of 1934 and all rules and regulations promulgated thereunder; (iii) the nominee must meet all qualification requirements for Directors as may exist at the time of the nomination and at the time of election; and (iv) the Directors shall have the right to determine the slate (if any) on which the nominee shall be placed for purposes of the vote of the Members. The Nomination Petition and the Nominee Statement may require all such information and all such agreements and representations as are determined to be necessary or appropriate by the Directors or the President. Any Nomination Petition or Nominee Statement which is not fully completed and properly executed, or which is not received within the time period provided above or is not true, accurate and complete in all respects, may be rejected by the Company and, if rejected, shall be returned by the Company to the Member or Members submitting the Nomination Petition or to the nominee submitting the Nominee Statement, as the case may be. No nominations for any Elected Director position may be made from the floor at any meeting of the Membersterm.

Nominations for Directors. The Directors, or a nominating committee established by the Directors, shall prepare a list of nominees for each Elected Director position to be filled at the next annual meeting of the Members. The Directors may, pursuant to agreement with any Person, permit such Person to designate a nominee or nominees for election as a Director. Any Member or Members owning at least five percent of the outstanding Units may also nominate any individual (including any such Member) for election as an Elected Director at the next annual meeting of the Members by submitting a written nomination petition to the Company in a form provided by the Company (the "“Nomination Petition"”) and signed by such Member or Members; provided, however, that (i) the Nomination Petition must be fully completed and received at the principal office of the Company no sooner than the October 1, but not later than the November 30, which precedes the annual meeting in question, or, if another period is expressly and affirmatively required by applicable law, rule or regulation, within the time period required by such law, rule or regulation; (ii) the nominee must submit a signed written statement in a form provided by the Company (the "“Nominee Statement"”) wherein the nominee shall, among other things, agree that the nominee will serve as a Director if elected and will prepare, execute and/or file all such reports and documents, and provide the Company with all such information, as may be necessary or appropriate in order for the Company to comply with all applicable laws, rules and regulations, including the Securities Exchange Act of 1934 and all rules and regulations promulgated thereunder; (iii) the nominee must meet all qualification requirements for Directors as may exist at the time of the nomination and at the time of election; and (iv) the Directors shall have the right to determine the slate (if any) on which the nominee shall be placed for purposes of the vote of the Members. The Nomination Petition and the Nominee Statement may require all such information and all such agreements and representations as are determined to be necessary or appropriate by the Directors or the President. Any Nomination Petition or Nominee Statement which is not fully completed and properly executed, or which is not received within the time period provided above or is not true, accurate and complete in all respects, may be rejected by the Company and, if rejected, shall be returned by the Company to the Member or Members submitting the Nomination Petition or to the nominee submitting the Nominee Statement, as the case may be. No nominations for any Elected Director position may be made from the floor at any meeting of the Members.

Nominations for Directors. The Directors, One or more nominees for Director positions up for election shall be named by the then current Directors or by a nominating committee established by the Directors. Nominations for the election of Directors may also be made by any Member entitled to vote generally in the election of Directors. However, any Member that intends to nominate one or more persons for election as Directors at a meeting may do so only if written notice of such Member’s intent to make such nomination or nominations has been given, either by personal delivery or by United Stated mail, postage prepaid, to the Secretary of the Company not less than sixty (60) days nor more than ninety (90) days prior to the first day of the month corresponding to the previous year’s annual meeting. Each such notice to the Secretary shall prepare set forth: (i) the name and address of record of the Member who intends to make the nomination; (ii) a list representation that the Member is a holder of nominees record of Units of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (iii) the name, age, business and residence addresses, and principal occupation or employment of each nominee; (iv) a description of all arrangements or understandings between the Member and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the Members; (v) such other information regarding each nominee proposed by such Member as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; (vi) the consent of each nominee to serve as a Director of the Company if so elected; and (vii) a nominating petition signed and dated by the holders of at least five percent (5%) of the then outstanding Units and clearly setting forth the proposed nominee as a candidate for each Elected Director position a Director’s seat to be filled at the next annual meeting election of the MembersDirectors. The Directors may, pursuant Company may require any proposed nominee to agreement with any Person, permit furnish such Person to designate a nominee or nominees for election other information as a Director. Any Member or Members owning at least five percent of the outstanding Units may also nominate any individual (including any such Member) for election as an Elected Director at the next annual meeting of the Members by submitting a written nomination petition to the Company in a form provided reasonably be required by the Company (to determine the "Nomination Petition") and signed by eligibility of such Member or Members; provided, however, that (i) the Nomination Petition must be fully completed and received at the principal office of the Company no sooner than the October 1, but not later than the November 30, which precedes the annual meeting in question, or, if another period is expressly and affirmatively required by applicable law, rule or regulation, within the time period required by such law, rule or regulation; (ii) the proposed nominee must submit a signed written statement in a form provided by the Company (the "Nominee Statement") wherein the nominee shall, among other things, agree that the nominee will to serve as a Director of the Company. The presiding Officer of the meeting may, if elected and will preparethe facts warrant, execute and/or file all such reports and documentsdetermine that a nomination was not made in accordance with the foregoing procedures, and provide if he should so determine, he shall so declare to the Company with all such informationmeeting and the defective nomination shall be disregarded. The amendment or repeal of this Section or the adoption of any provision inconsistent therewith shall require the approval of a majority of the outstanding Membership Voting Interests. Whenever a vacancy occurs other than from expiration of a term of office or removal from office, as a majority of the remaining Directors may be necessary or appropriate in order appoint a new Director to fill the vacancy for the Company to comply with all applicable laws, rules and regulations, including the Securities Exchange Act remainder of 1934 and all rules and regulations promulgated thereunder; (iii) the nominee must meet all qualification requirements for Directors as may exist at the time of the nomination and at the time of election; and (iv) the Directors shall have the right to determine the slate (if any) on which the nominee shall be placed for purposes of the vote of the Members. The Nomination Petition and the Nominee Statement may require all such information and all such agreements and representations as are determined to be necessary or appropriate by the Directors or the President. Any Nomination Petition or Nominee Statement which is not fully completed and properly executed, or which is not received within the time period provided above or is not true, accurate and complete in all respects, may be rejected by the Company and, if rejected, shall be returned by the Company to the Member or Members submitting the Nomination Petition or to the nominee submitting the Nominee Statement, as the case may be. No nominations for any Elected Director position may be made from the floor at any meeting of the Membersterm.

Nominations for Directors. The Directors, Nominations for the election of Directors shall be named by the then current Directors or by a nominating committee established by the Directors. Nominations for the election of Directors may also be made by any Member entitled to vote generally in the election of Directors. However, any Member that intends to nominate one or more persons for election as Directors at a meeting may do so only if written notice of such Member’s intent to make such nomination or nominations has been given, either by personal delivery or by United Stated mail, postage prepaid, to the Secretary of the Company not less than sixty (60) days nor more than ninety (90) days prior to the first day of the month corresponding to the previous year’s annual meeting. Each such notice to the Secretary shall prepare set forth: (i) the name and address of record of the Member who intends to make the nomination; (ii) a list representation that the Member is a holder of nominees record of Units of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (iii) the name, age, business and residence addresses, and principal occupation or employment of each nominee; (iv) a description of all arrangements or understandings between the Member and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the Members; (v) such other information regarding each nominee proposed by such Member as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; (vi) the consent of each nominee to serve as a Director of the Company if so elected; and (vii) a nominating petition signed and dated by the holders of at least five percent (5%) of the then outstanding Units and clearly setting forth the proposed nominee as a candidate for each Elected Director position a Director’s seat to be filled at the next annual meeting election of the MembersDirectors. The Directors may, pursuant Company may require any proposed nominee to agreement with any Person, permit furnish such Person to designate a nominee or nominees for election other information as a Director. Any Member or Members owning at least five percent of the outstanding Units may also nominate any individual (including any such Member) for election as an Elected Director at the next annual meeting of the Members by submitting a written nomination petition to the Company in a form provided reasonably be required by the Company (to determine the "Nomination Petition") and signed by eligibility of such Member or Members; provided, however, that (i) the Nomination Petition must be fully completed and received at the principal office of the Company no sooner than the October 1, but not later than the November 30, which precedes the annual meeting in question, or, if another period is expressly and affirmatively required by applicable law, rule or regulation, within the time period required by such law, rule or regulation; (ii) the proposed nominee must submit a signed written statement in a form provided by the Company (the "Nominee Statement") wherein the nominee shall, among other things, agree that the nominee will to serve as a Director of the Company. The presiding Officer of the meeting may, if elected and will preparethe facts warrant, execute and/or file all such reports and documentsdetermine that a nomination was not made in accordance with the foregoing procedures, and provide if he should so determine, he shall so declare to the Company with all such informationmeeting and the defective nomination shall be disregarded. The amendment or repeal of this Section or the adoption of any provision inconsistent therewith shall require the approval of a majority of the outstanding Membership Voting Interests. Whenever a vacancy occurs other than from expiration of a term of office or removal from office, as a majority of the remaining Directors may be necessary or appropriate in order appoint a new Director to fill the vacancy for the Company to comply with all applicable laws, rules and regulations, including the Securities Exchange Act remainder of 1934 and all rules and regulations promulgated thereunder; (iii) the nominee must meet all qualification requirements for Directors as may exist at the time of the nomination and at the time of election; and (iv) the Directors shall have the right to determine the slate (if any) on which the nominee shall be placed for purposes of the vote of the Members. The Nomination Petition and the Nominee Statement may require all such information and all such agreements and representations as are determined to be necessary or appropriate by the Directors or the President. Any Nomination Petition or Nominee Statement which is not fully completed and properly executed, or which is not received within the time period provided above or is not true, accurate and complete in all respects, may be rejected by the Company and, if rejected, shall be returned by the Company to the Member or Members submitting the Nomination Petition or to the nominee submitting the Nominee Statement, as the case may be. No nominations for any Elected Director position may be made from the floor at any meeting of the Membersterm.

Nominations for Directors. The Directors, One or more nominees for Director positions up for election shall be named by the then current Directors or by a nominating committee established by the Directors. Nominations for the election of Directors may also be made by any Member entitled to vote generally in the election of Directors. However, any Member that intends to nominate one or more persons for election as Directors at a meeting may do so only if written notice of such Member's intent to make such nomination or nominations has been given, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the Company not less than sixty (60) days nor more than ninety (90) days prior to the annual meeting of the Company. Each such notice to the Secretary shall prepare set forth: (i) the name and address of record of the Member who intends to make the nomination; (ii) a list representation that the Member is a holder of nominees for record of Units of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (iii) the name, age, business and residence addresses, and principal occupation or employment of each Elected nominee; (iv) a description of all arrangements or understandings between the Member and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the Members; (v) such other information regarding each nominee proposed by such Member as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; (vi) the consent of each nominee to serve as a Director position of the Company if so elected; and (vii) a nominating petition signed and dated by the holders of at least five percent (5%) of the then outstanding Units and clearly setting forth the proposed nominee as a candidate of the Director's seat to be filled at the next annual meeting election of the MembersDirectors. The Directors may, pursuant Company may require any proposed nominee to agreement with any Person, permit furnish such Person to designate a nominee or nominees for election other information as a Director. Any Member or Members owning at least five percent of the outstanding Units may also nominate any individual (including any such Member) for election as an Elected Director at the next annual meeting of the Members by submitting a written nomination petition to the Company in a form provided reasonably be required by the Company (to determine the "Nomination Petition") and signed by eligibility of such Member or Members; provided, however, that (i) the Nomination Petition must be fully completed and received at the principal office of the Company no sooner than the October 1, but not later than the November 30, which precedes the annual meeting in question, or, if another period is expressly and affirmatively required by applicable law, rule or regulation, within the time period required by such law, rule or regulation; (ii) the proposed nominee must submit a signed written statement in a form provided by the Company (the "Nominee Statement") wherein the nominee shall, among other things, agree that the nominee will to serve as a Director of the Company. The presiding Officer of the meeting may, if elected and will preparethe facts warrant, execute and/or file all such reports and documentsdetermine that a nomination was not made in accordance with the foregoing procedures, and provide if he should so determine, he shall so declare to the Company with all such informationmeeting and the defective nomination shall be disregarded. The amendment or repeal of this Section or the adoption of any provision inconsistent therewith shall require the approval of a majority of the Membership Voting Interests. Whenever a vacancy occurs other than from expiration of a term of office or removal from office, as may be necessary or appropriate in order a majority of the remaining Directors shall appoint a new Director to fill the vacancy for the Company to comply with all applicable laws, rules and regulations, including the Securities Exchange Act remainder of 1934 and all rules and regulations promulgated thereunder; (iii) the nominee must meet all qualification requirements for Directors as may exist at the time of the nomination and at the time of election; and (iv) the Directors shall have the right to determine the slate (if any) on which the nominee shall be placed for purposes of the vote of the Members. The Nomination Petition and the Nominee Statement may require all such information and all such agreements and representations as are determined to be necessary or appropriate by the Directors or the President. Any Nomination Petition or Nominee Statement which is not fully completed and properly executed, or which is not received within the time period provided above or is not true, accurate and complete in all respects, may be rejected by the Company and, if rejected, shall be returned by the Company to the Member or Members submitting the Nomination Petition or to the nominee submitting the Nominee Statement, as the case may be. No nominations for any Elected Director position may be made from the floor at any meeting of the Membersterm.