Common use of Nominations Clause in Contracts

Nominations. 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 may also be made by any Member entitled to vote in the election of Directors. Any Member that intends to nominate a Person for election as a Director may do so only if written notice of such Member’s intent to make such nomination is given not less than Forty-Five (45) nor more than Ninety (90) days prior to the first day of the month corresponding to the anniversary date of the annual meeting of the Company for the prior year. Each such notice shall set forth: (i) the name and address of the Member who intends to make the nomination; (ii) a representation that the Member is a holder of record of Units entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the Person specified in the notice; (iii) the name, age, address and principal occupation/employment of each nominee; (iv) a description of all arrangements or understandings between the Member and each nominee and any other Person(s) pursuant to which such nominations are to be made; (v) such other information regarding each nominee 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 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 the Director’s seat to be filled. The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as a Director. 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 so determined, the defective nomination shall be disregarded. The amendment or repeal of this Section 5.3 or the adoption of any provision inconsistent therewith shall require the approval of a majority of the Membership Voting Interests.

Nominations. Nominees for Director positions up Nominations of persons for election shall to the Board of Directors of the Corporation at a meeting of stockholders of the Corporation may be named made at such meeting by or at the direction of the Board of Directors, by any committee or persons appointed by the then-current Board of Directors or by a nominating committee established by any stockholder of the Directors. Nominations may also be made by any Member Corporation entitled to vote in for the election of Directorsdirectors at the meeting who complies with the notice procedures set forth in this Article III, Section 3.4. Any Member that intends Such nominations by any stockholder shall be made pursuant to nominate timely notice in writing to the Secretary of the Corporation. To be timely, a Person for election as a Director may do so only if written stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of such Member’s intent to make such nomination is given the Corporation not less than Forty-Five sixty (4560) days nor more than Ninety ninety (90) days prior to the first day meeting; provided however, that in the event that less than seventy (70) days notice or prior public disclosure of the month corresponding to the anniversary date of the annual meeting is given or made to stockholders, notice by the stockholder, to be timely, must be received no later than the close of business on the tenth (10th) day following the day on which such notice of the Company for date of the prior yearmeeting was mailed or such public disclosure was made, whichever first occurs. Each such Such stockholder’s notice to the Secretary shall set forth: forth (i) as to each person whom the name and address of the Member who intends to make the nomination; (ii) a representation that the Member is a holder of record of Units entitled to vote at such meeting and intends to appear in person or by proxy at the meeting stockholder proposes to nominate the Person specified in the notice; for election or reelection as a director, (iiia) the name, age, business address and residence address of the person, (b) the principal occupation/occupation or employment of each nominee; the person, (ivc) a description the class and number of all arrangements or understandings between shares of capital stock of the Member Corporation which are beneficially owned by the person, and each nominee and (d) any other Person(s) pursuant information relating to which such nominations are to be made; (v) such other information regarding each nominee as would be the person that is required to be included disclosed in a proxy statement filed solicitations for proxies for election of directors pursuant to the proxy rules Rules and Regulations of the Securities and Exchange Commission; Commission under Section 14 of the Securities Exchange Act of 1934, as amended, and (viii) as to the stockholder giving the notice (a) the consent name and record address of each nominee to serve as a Director if so elected; the stockholder and (viib) a nominating petition signed the class and dated number of shares of capital stock of the Corporation which are beneficially owned 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 the Director’s seat to be filledstockholder. The Company Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Company Corporation to determine the eligibility of such proposed nominee to serve as a Directordirector of the Corporation. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth herein. The presiding Officer officer of the Corporation presiding at an annual meeting mayshall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing proceduresprocedure, and if he should so determineddetermine, he shall so declare to the meeting and the defective nomination shall be disregarded. The amendment or repeal of this Section 5.3 or the adoption of any provision inconsistent therewith shall require the approval of a majority of the Membership Voting Interests.

Nominations. Nominees Prior to the annual meeting of the Members, one or more nominees for the Director positions up for election shall be named by the then-then current Board of 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 entitled to vote generally in the election of Directors. Any Member that intends to nominate a Person for election as a Director may do so only if written notice of such Member’s intent to make such nomination is given not less than Forty-Five sixty (4560) nor more than Ninety ninety (90) days prior to the first day of date which would be one year from the month corresponding to the anniversary date of the past year’s annual meeting of the Company for the prior yearMembers. Each such notice shall set forth: (i) the name and address of the Member who intends to make the nomination; (ii) a representation that the Member is a holder of record of Units entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the Person specified in the notice; (iii) the name, age, address and principal occupation/employment of each nominee; (iv) a description of all arrangements or understandings between the Member and each nominee and any other Person(s) pursuant to which such nominations are to be made; (v) such other information regarding each nominee 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 if so elected; and (vii) a nominating petition signed and dated by the holders of at least Five Percent five percent (5%) of the then outstanding Units and clearly setting forth the proposed nominee as a candidate for the Director’s seat to be filled. The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as a Director. 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 so determined, the defective nomination shall be disregarded. The amendment or repeal of this Section 5.3 or the adoption of any provision inconsistent therewith shall require the approval of a majority of the Membership Voting Interests.

Nominations. Nominees for Director Manager positions up for election shall be named by the then-current Directors Managers or by a nominating committee established by the DirectorsManagers. Nominations may also be made by any Member entitled to vote in the election of DirectorsManagers. Any Member that intends to nominate a Person for election as a Director Manager may do so only if written notice of such Member’s intent to make such nomination is given not less than Forty-Five sixty (4560) nor more than Ninety ninety (90) days prior to the first day of the month corresponding to the anniversary date of the annual meeting of the Company for the prior yearat which such elections are to be held. Each such notice shall set forth: (i) the name and address of the Member who intends to make the nomination; (ii) a representation that the Member is a holder of record of Units entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the Person specified in the notice; (iii) the name, age, address and principal occupation/employment of each nominee; (iv) a description of all arrangements or understandings between the Member and each nominee and any other Person(s) pursuant to which such nominations are to be made; (v) such other information regarding each nominee 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 Manager if so elected; and (vii) a nominating petition signed and dated by the holders of at least Five Percent five percent (5%) of the then outstanding Units and clearly setting forth the proposed nominee as a candidate for the DirectorManager’s seat to be filled. The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as a DirectorManager. 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 so determined, the defective nomination shall be disregarded. The amendment or repeal of this Section 5.3 or the adoption of any provision inconsistent therewith shall require the approval of a majority of the Membership Voting Interests.

Nominations. Nominees for Director Manager positions up for election shall be named by the then-current Directors Managers or by a nominating committee established by the DirectorsManagers. Nominations may also be made by any Member entitled to vote in the election of DirectorsManagers. Any Member that intends to nominate a Person for election as a Director Manager may do so only if written notice of such Member’s intent to make such nomination is given given, either by personal delivery or by United Stated mail, postage prepaid, to the Secretary of the Company not less than Forty-Five five (45) nor more than Ninety (90) days prior to the first day of the month corresponding to the anniversary date of the annual meeting of the Company for the prior year. Each such notice shall set forth: (i) the name and address of the Member who intends to make the nomination; (ii) a representation that the Member is a holder of record of Units entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the Person specified in the notice; (iii) the name, age, address and principal occupation/employment of each nominee; (iv) a description of all arrangements or understandings between the Member and each nominee and any other Person(s) pursuant to which such nominations are to be made; (v) such other information regarding each nominee as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; and (vi) the consent of each nominee to serve as a Director Manager 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 the DirectorManager’s seat to be filled. The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as a DirectorManager of the Company. The presiding Officer of the meeting may, if the facts warrant, determine that a nomination was not made in accordance with the foregoing proceduresprocedure, and if he should so determineddetermine, he shall so declare to the meeting and the defective nomination shall be disregarded. The amendment or repeal of this Section 5.3 or the adoption of any provision inconsistent therewith shall require the approval of a majority of the Membership Voting Interests.

Nominations. Nominees for Director positions up Nominations of persons for election shall to the Board of Directors of the Corporation may be named made at a meeting of shareholders of the Corporation either by or at the then-current direction of the Board of Directors or by a nominating committee established by the Directors. Nominations may also be made by any Member shareholder of record entitled to vote in the election of Directorsdirectors at such meeting who has complied with the notice procedures set forth in this Section 3. Any Member that intends A shareholder who desires to nominate a Person person for election to the Board of Directors at a meeting of shareholders of the Corporation and who is eligible to make such nomination must give timely written notice of the proposed nomination to the Secretary of the Corporation. To be timely, a shareholder’s notice given pursuant to this Section 3 must be received at the principal executive office of the Corporation not less than ninety (90) calendar days in advance of the date which is one year later than the date of the proxy statement of the Corporation released to the shareholders of the Corporation in connection with the previous year’s annual meeting of shareholders of the Corporation; provided, however, that if no annual meeting of shareholders of the Corporation was held the previous year or if the date of the forthcoming annual meeting of shareholders has been changed by more than thirty (30) calendar days from the date contemplated at the time of the previous year’s proxy statement or if the forthcoming meeting is not an annual meeting of shareholders of the Corporation, then to be timely such shareholder’s notice must be so received not later than the close of business on the tenth (10th) day following the earlier of (a) the day on which notice of the date of the forthcoming meeting was mailed or given to shareholders by or on behalf of the Corporation or (b) the day on which public disclosure of the date of the forthcoming meeting was made by or on behalf of the Corporation. Such shareholder’s notice to the Secretary of the Corporation shall set forth (a) as to each person whom the shareholder proposes to nominate for election or re-election as a director (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) the class and number of shares of capital stock of the Corporation which are then beneficially owned by such person, (iv) any other information relating to such person that is required by law or regulation to be disclosed in solicitations of proxies for the election of directors of the Corporation and (v) such person’s written consent to being named as a nominee for election as a Director may do so only director and to serve as a director if written notice of such Member’s intent to make such nomination is given not less than Forty-Five elected and (45b) nor more than Ninety (90) days prior as to the first day of shareholder giving the month corresponding to the anniversary date of the annual meeting of the Company for the prior year. Each such notice shall set forth: notice, (i) the name and address address, as they appear in the stock records of the Member who intends to make the nomination; Corporation, of such shareholder, (ii) a representation that the Member is a holder class and number of record shares of Units entitled to vote at capital stock of the Corporation which are then beneficially owned by such meeting and intends to appear in person or by proxy at the meeting to nominate the Person specified in the notice; shareholder, (iii) the name, age, address and principal occupation/employment of each nominee; (iv) a description of all arrangements or understandings between the Member such shareholder and each nominee for election as a director and any other Person(sperson or persons (naming such person or persons) pursuant relating to which such nominations are the nomination proposed to be made; made by such shareholder, and (viv) such any other information regarding each required by law or regulation to be provided by a shareholder intending to nominate a person for election as a director of the Corporation. At the request of the Board of Directors, any person nominated by or at the direction of the Board of Directors for election as a director of the Corporation shall furnish to the Secretary of the Corporation the information concerning such nominee as would be which is required to be included set forth in a proxy statement filed pursuant to the proxy rules shareholder’s notice of a proposed nomination. No person shall be eligible for election as a director of the Securities and Exchange Commission; (vi) Corporation unless nominated in compliance with the consent procedures set forth in this Section 3. The chair of each nominee to serve as a Director if so elected; and (vii) a nominating petition signed and dated by the holders meeting of at least Five Percent (5%) shareholders of the then outstanding Units and clearly setting forth Corporation shall refuse to accept the proposed nominee as a candidate for the Director’s seat to be filled. The Company may require nomination of any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as a Director. The presiding Officer of the meeting may, if the facts warrant, determine that a nomination was person not made in accordance compliance with the foregoing proceduresprocedures set forth in this Section 3, and if so determined, the such defective nomination shall be disregarded. The amendment or repeal of this Section 5.3 or the adoption of any provision inconsistent therewith shall require the approval of a majority of the Membership Voting Interests.

Nominations. Nominees for Director positions up Nominations of persons for election shall to the Board of Directors of the Corporation at a meeting of stockholders of the Corporation may be named made at such meeting by or at the direction of the Board of Directors, by any committee or persons appointed by the then-current Board of Directors or by a nominating committee established by any stockholder of the Directors. Nominations may also be made by any Member Corporation entitled to vote in for the election of Directorsdirectors at the meeting who complies with the notice procedures set forth in this Article III, Section 3.4. Any Member that intends Such nominations by any stockholder shall be made pursuant to nominate timely notice in writing to the Secretary of the Corporation. To be timely, a Person for election as a Director may do so only if written stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of such Member’s intent to make such nomination is given the Corporation not less than Forty-Five sixty (4560) days nor more than Ninety ninety (90) days prior to the first day meeting; provided however, that in the event that less than seventy (70) days notice or prior public disclosure of the month corresponding to the anniversary date of the annual meeting is given or made to stockholders, notice by the stockholder, to be timely, must be received no later than the close of business on the tenth (10th) day following the day on which such notice of the Company for date of the prior yearmeeting was mailed or such public disclosure was made, whichever first occurs. Each such Such stockholder’s notice to the Secretary shall set forth: forth (i) as to each person whom the name and address of the Member who intends to make the nomination; (ii) a representation that the Member is a holder of record of Units entitled to vote at such meeting and intends to appear in person or by proxy at the meeting stockholder proposes to nominate the Person specified in the notice; for election or reelection as a director, (iiia) the name, age, business address and residence address of the person, (b) the principal occupation/occupation or employment of each nominee; the person, (ivc) a description the class and number of all arrangements or understandings between shares of capital stock of the Member Corporation which are beneficially owned by the person, and each nominee and (d) any other Person(s) pursuant information relating to which such nominations are to be made; (v) such other information regarding each nominee as would be the person that is required to be included disclosed in a proxy statement filed solicitations for proxies for election of directors pursuant to the proxy rules Rules and Regulations of the Securities and Exchange Commission; (vi) Commission under Section 14 of the consent Securities Exchange Act of each nominee to serve 1934, as a Director if so elected; amended, and (viiii) a nominating petition signed and dated by as to the holders of at least Five Percent (5%) of stockholder giving the then outstanding Units and clearly setting forth the proposed nominee as a candidate for the Director’s seat to be filled. The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as a Director. 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 so determined, the defective nomination shall be disregarded. The amendment or repeal of this Section 5.3 or the adoption of any provision inconsistent therewith shall require the approval of a majority of the Membership Voting Interests.notice

Nominations. Nominees for Director positions up Nominations of persons for election shall to the Board of Directors of the Corporation at a meeting of stockholders of the Corporation may be named made at such meeting by or at the direction of the Board of Directors, by any committee or persons appointed by the then-current Board of Directors or by a nominating committee established by any stockholder of the Directors. Nominations may also be made by any Member Corporation entitled to vote in for the election of Directorsdirectors at the meeting who complies with the notice procedures set forth in this Section 3.3. Any Member that intends Such nominations by any stockholder shall be made pursuant to nominate timely notice in writing to the Secretary of the Corporation. To be timely, a Person for election as a Director may do so only if written stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of such Member’s intent to make such nomination is given the Corporation not less than Forty-Five sixty (4560) days nor more than Ninety ninety (90) days prior to the first day meeting; provided however, that in the event that less than seventy (70) days notice or prior public disclosure of the month corresponding to the anniversary date of the annual meeting is given or made to stockholders, notice by the stockholder, to be timely, must be received no later than the close of business on the tenth (10th) day following the day on which such notice of the Company for date of the prior yearmeeting was mailed or such public disclosure was made, whichever first occurs. Each such Such stockholder’s notice to the Secretary shall set forth: forth (i) as to each person whom the name and address of the Member who intends to make the nomination; (ii) a representation that the Member is a holder of record of Units entitled to vote at such meeting and intends to appear in person or by proxy at the meeting stockholder proposes to nominate the Person specified in the notice; for election or reelection as a director, (iiia) the name, age, business address and residence address of the person, (b) the principal occupation/occupation or employment of each nominee; the person, (ivc) a description the class and number of all arrangements or understandings between shares of capital stock of the Member Corporation which are beneficially owned by the person, and each nominee and (d) any other Person(s) pursuant information relating to which such nominations are to be made; (v) such other information regarding each nominee as would be the person that is required to be included disclosed in a proxy statement filed solicitations for proxies for election of directors pursuant to the proxy rules Rules and Regulations of the Securities and Exchange Commission; Commission under Section 14 of the Securities Exchange Act of 1934, as amended, and (viii) as to the stockholder giving the notice (a) the consent name and record address of each nominee to serve as a Director if so elected; the stockholder and (viib) a nominating petition signed the class and dated number of shares of capital stock of the Corporation which are beneficially owned 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 the Director’s seat to be filledstockholder. The Company Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Company Corporation to determine the eligibility of such proposed nominee to serve as a Directordirector of the Corporation. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth herein. The presiding Officer officer of the Corporation presiding at an annual meeting mayshall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing proceduresprocedure, and if he should so determineddetermine, he shall so declare to the meeting and the defective nomination shall be disregarded. The amendment or repeal of this Section 5.3 or the adoption of any provision inconsistent therewith shall require the approval of a majority of the Membership Voting Interests.

Nominations. 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 may also be made by (i) In connection with any Member entitled to vote in the election of Directors. Any Member that intends to nominate a Person for election as a Director may do so only if written notice of such Member’s intent to make such nomination is given not less than Forty-Five (45) nor more than Ninety (90) days prior to the first day of the month corresponding to the anniversary date of the annual meeting of the Company for the prior year. Each such notice shall set forth: (i) the name and address stockholders of the Member who intends to make Principal Borrower or any special meeting of the nomination; (ii) a representation that stockholders of the Member is a holder of record of Units entitled to vote Principal Borrower at such meeting and intends to appear in person or by proxy at the meeting to nominate the Person specified in the notice; (iii) the name, age, address and principal occupation/employment of each nominee; (iv) a description of all arrangements or understandings between the Member and each nominee and any other Person(s) pursuant to which such nominations directors are to be made; elected following the First Restated Closing, until such time as both (v) such other information regarding each nominee as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; (viA) the consent of each nominee to serve as a Director if so elected; aggregate principal amount outstanding under the Notes is less than $5,000,000 and (viiB) a nominating petition signed and dated by the holders Lenders and/or their Affiliates and/or Related Funds beneficially own (within the meaning of at least Five Percent Rule 13d-3 under the 0000 Xxx) less than twenty percent (520%) of the issued and outstanding shares of Common Stock of the Principal Borrower (such date, the “Lender Rights Termination Date”), the Nominating and Corporate Governance Committee of the Board shall recommend the nomination of, and the Board shall nominate for reelection (or election), recommend that the Principal Borrower’s stockholders vote in favor of election to the Board of, and solicit proxies in favor of the election of, and the Principal Borrower and the Board shall otherwise take all actions as are reasonably necessary or desirable to elect, those Lender Designees whose terms of office expire at such stockholder meeting (or, in the discretion of the Agent, such replacements thereof or successors thereto designated by the Agent) to the Board; provided, however, that with respect to any such meeting of the stockholders of the Principal Borrower after the First Stockholders Meeting, in the event that the Board determines in good faith, after consultation with outside legal counsel, that its nomination of a particular Lender Designee would constitute a breach of its fiduciary duties to the Principal Borrower’s stockholders, then outstanding Units the Principal Borrower shall nominate another individual designated for election to the Board by the Agent (subject in each case to this proviso) and clearly setting forth the proposed nominee as a candidate for Board and the Director’s seat to be filled. The Company may require any proposed nominee to furnish such other information as may reasonably be Principal Borrower shall take all of the actions required by this Section 8.34(c) with respect to the Company to determine the eligibility election at such stockholder meeting of such proposed nominee substitute Lender Designee; and provided, further, that the Board shall only be obligated pursuant to serve as a Director. 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 so determined, the defective nomination shall be disregarded. The amendment or repeal of this Section 5.3 or 8.34(c) to nominate for election at such stockholder meeting (and take the adoption of any provision inconsistent therewith shall require the approval of a majority of the Membership Voting Interestsother required actions with respect to) two (2) Lender Designees.

Nominations. Nominees for Director positions up Nominations of persons for election shall to the Board of Directors of the Corporation may be named made at a meeting of shareholders of the Corporation either by or at the then-current direction of the Board of Directors or by a nominating committee established by the Directors. Nominations may also be made by any Member shareholder of record entitled to vote in the election of Directorsdirectors at such meeting who has complied with the notice procedures set forth in this Section 3. Any Member that intends A shareholder who desires to nominate a Person person for election to the Board of Directors at a meeting of shareholders of the Corporation and who is eligible to make such nomination must give timely written notice of the proposed nomination to the Secretary of the Corporation. To be timely, a shareholder's notice given pursuant to this Section 3 must be received at the principal executive office of the Corporation not less than ninety (90) calendar days in advance of the date which is one year later than the date of the proxy statement of the Corporation released to the shareholders of the Corporation in connection with the previous year's annual meeting of shareholders of the Corporation; provided, however, that if no annual meeting of shareholders of the Corporation was held the previous year or if the date of the forthcoming annual meeting of shareholders has been changed by more than thirty (30) calendar days from the date contemplated at the time of the previous year's proxy statement or if the forthcoming meeting is not an annual meeting of shareholders of the Corporation, then to be timely such shareholder's notice must be so received not later than the close of business on the tenth (10th) day following the earlier of (a) the day on which notice of the date of the forthcoming meeting was mailed or given to shareholders by or on behalf of the Corporation or (b) the day on which public disclosure of the date of the forthcoming meeting was made by or on behalf of the Corporation. Such shareholder's notice to the Secretary of the Corporation shall set forth (a) as to each person whom the shareholder proposes to nominate for election or re-election as a director (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) the class and number of shares of capital stock of the Corporation which are then beneficially owned by such person, (iv) any other information relating to such person that is required by law or regulation to be disclosed in solicitations of proxies for the election of directors of the Corporation and (v) such person's written consent to being named as a nominee for election as a Director may do so only director and to serve as a director if written notice of such Member’s intent to make such nomination is given not less than Forty-Five elected and (45b) nor more than Ninety (90) days prior as to the first day of shareholder giving the month corresponding to the anniversary date of the annual meeting of the Company for the prior year. Each such notice shall set forth: notice, (i) the name and address address, as they appear in the stock records of the Member who intends to make the nomination; Corporation, of such shareholder, (ii) a representation that the Member is a holder class and number of record shares of Units entitled to vote at capital stock of the Corporation which are then beneficially owned by such meeting and intends to appear in person or by proxy at the meeting to nominate the Person specified in the notice; shareholder, (iii) the name, age, address and principal occupation/employment of each nominee; (iv) a description of all arrangements or understandings between the Member such shareholder and each nominee for election as a director and any other Person(sperson or persons (naming such person or persons) pursuant relating to which such nominations are the nomination proposed to be made; made by such shareholder, and (viv) such any other information regarding each required by law or regulation to be provided by a shareholder intending to nominate a person for election as a director of the Corporation. At the request of the Board of Directors, any person nominated by or at the direction of the Board of Directors for election as a director of the Corporation shall furnish to the Secretary of the Corporation the information concerning such nominee as would be which is required to be included set forth in a proxy statement filed pursuant to the proxy rules shareholder's notice of a proposed nomination. No person shall be eligible for election as a director of the Securities and Exchange Commission; (vi) Corporation unless nominated in compliance with the consent procedures set forth in this Section 3. The chair of each nominee to serve as a Director if so elected; and (vii) a nominating petition signed and dated by the holders meeting of at least Five Percent (5%) shareholders of the then outstanding Units and clearly setting forth Corporation shall refuse to accept the proposed nominee as a candidate for the Director’s seat to be filled. The Company may require nomination of any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as a Director. The presiding Officer of the meeting may, if the facts warrant, determine that a nomination was person not made in accordance compliance with the foregoing proceduresprocedures set forth in this Section 3, and if so determined, the such defective nomination shall be disregarded. The amendment or repeal of this Section 5.3 or the adoption of any provision inconsistent therewith shall require the approval of a majority of the Membership Voting Interests.

Nominations. Nominees for Director positions up Nominations of persons for election shall to the Board of Directors of the Corporation at a meeting of stockholders of the Corporation may be named made at such meeting by or at the direction of the Board of Directors, by any committee or persons appointed by the then-current Board of Directors or by a nominating committee established by any stockholder of the Directors. Nominations may also be made by any Member Corporation entitled to vote in for the election of Directorsdirectors at the meeting who complies with the notice procedures set forth in this Article III, Section 3. Any Member that intends Such nominations by any stockholder shall be made pursuant to nominate timely notice in writing to the Secretary of the Corporation. To be timely, a Person for election as a Director may do so only if written stockholder's notice shall be delivered to or mailed and received at the principal executive offices of such Member’s intent to make such nomination is given the Corporation not less than Forty-Five sixty (4560) days nor more than Ninety ninety (90) days prior to the first day meeting; provided however, that in the event that less than seventy (70) days notice or prior public disclosure of the month corresponding to the anniversary date of the annual meeting is given or made to stockholders, notice by the stockholder, to be timely, must be received no later than the close of business on the tenth (10th) day following the day on which such notice of the Company for date of the prior yearmeeting was mailed or such public disclosure was made, whichever first occurs. Each such Such stockholder's notice to the Secretary shall set forth: forth (i) as to each person whom the name and address of the Member who intends to make the nomination; (ii) a representation that the Member is a holder of record of Units entitled to vote at such meeting and intends to appear in person or by proxy at the meeting stockholder proposes to nominate the Person specified in the notice; for election or reelection as a director, (iiia) the name, age, business address and residence address of the person, (b) the principal occupation/occupation or employment of each nominee; the person, (ivc) a description the class and number of all arrangements or understandings between shares of capital stock of the Member Corporation which are beneficially owned by the person, and each nominee and (d) any other Person(s) pursuant information relating to which such nominations are to be made; (v) such other information regarding each nominee as would be the person that is required to be included disclosed in a proxy statement filed solicitations for proxies for election of directors pursuant to the proxy rules Rules and Regulations of the Securities and Exchange Commission; Commission under Section 14 of the Securities Exchange Act of 1934, as amended, and (viii) as to the stockholder giving the notice (a) the consent name and record address of each nominee to serve as a Director if so elected; the stockholder and (viib) a nominating petition signed the class and dated number of shares of capital stock of the Corporation which are beneficially owned 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 the Director’s seat to be filledstockholder. The Company Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Company Corporation to determine the eligibility of such proposed nominee to serve as a Directordirector of the Corporation. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth herein. The presiding Officer officer of the Corporation presiding at an annual meeting mayshall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing proceduresprocedure, and if he should so determineddetermine, he shall so declare to the meeting and the defective nomination shall be disregarded. The amendment or repeal of this Section 5.3 or the adoption of any provision inconsistent therewith shall require the approval of a majority of the Membership Voting Interests.

Nominations. Nominees for Director positions up Other than with respect to the Series A Directors, nominations of persons for election shall to the Board of Directors of the Corporation at a meeting of stockholders of the Corporation may be named made at such meeting by or at the direction of the Board of Directors, by any committee or persons appointed by the then-current Board of Directors or by a nominating committee established by any stockholder of the Directors. Nominations may also be made by any Member Corporation entitled to vote in for the election of Directorsdirectors at the meeting who complies with the notice procedures set forth in this Section 3.3. Any Member that intends Such nominations by any stockholder shall be made pursuant to nominate timely notice in writing to the Secretary of the Corporation. To be timely, a Person for election as a Director may do so only if written stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of such Member’s intent to make such nomination is given the Corporation not less than Forty-Five sixty (4560) days nor more than Ninety ninety (90) days prior to the first day meeting; provided, however, that in the event that less than seventy (70) days notice or prior public disclosure of the month corresponding to the anniversary date of the annual meeting is given or made to stockholders, notice by the stockholder, to be timely, must be received no later than the close of business on the tenth (10th) day following the day on which such notice of the Company for date of the prior yearmeeting was mailed or such public disclosure was made, whichever first occurs. Each such Such stockholder’s notice to the Secretary shall set forth: forth (i) as to each person whom the name and address of the Member who intends to make the nomination; (ii) a representation that the Member is a holder of record of Units entitled to vote at such meeting and intends to appear in person or by proxy at the meeting stockholder proposes to nominate the Person specified in the notice; for election or reelection as a director, (iiia) the name, age, business address and residence address of the person, (b) the principal occupation/occupation or employment of each nominee; the person, (ivc) a description the class and number of all arrangements or understandings between shares of capital stock of the Member Corporation which are beneficially owned by the person and each nominee and (d) any other Person(s) pursuant information relating to which such nominations are to be made; (v) such other information regarding each nominee as would be the person that is required to be included disclosed in a proxy statement filed solicitations for proxies for election of directors pursuant to the proxy rules and regulations of the Securities and Exchange Commission; Commission under Section 14 of the Securities Exchange Act of 1934, as amended and (viii) as to the stockholder giving the notice (a) the consent name and record address of each nominee to serve as a Director if so elected; the stockholder and (viib) a nominating petition signed the class and dated number of shares of capital stock of the Corporation which are beneficially owned 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 the Director’s seat to be filledstockholder. The Company Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Company Corporation to determine the eligibility of such proposed nominee to serve as a Director. The presiding Officer director of the Corporation. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth herein or in the Certificate of Designation. Other than with respect to the Series A Directors, the officer of the Corporation presiding at an annual meeting mayshall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing proceduresprocedure, and if he or she should so determineddetermine, he or she shall so declare to the meeting and the defective nomination shall be disregarded. The amendment or repeal of this Section 5.3 or the adoption of any provision inconsistent therewith shall require the approval of a majority of the Membership Voting Interests.

Nominations. Nominees for Director positions up Nominations of persons for election shall to the Board of Directors of the Corporation at a meeting of stockholders of the Corporation may be named made at such meeting by or at the direction of the Board of Directors, by any committee or persons appointed by the then-current Board of Directors or by a nominating committee established by any stockholder of the Directors. Nominations may also be made by any Member Corporation entitled to vote in for the election of Directorsdirectors at the meeting who complies with the notice procedures set forth in this Article III, Section 3. Any Member that intends Such nominations by any stockholder shall be made pursuant to nominate timely notice in writing to the Secretary of the Corporation. To be timely, a Person for election as a Director may do so only if written stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of such Member’s intent to make such nomination is given the Corporation not less than Forty-Five sixty (4560) days nor more than Ninety ninety (90) days prior to the first day meeting; provided however, that in the event that less than seventy (70) days’ notice or prior public disclosure of the month corresponding to the anniversary date of the annual meeting is given or made to stockholders, notice by the stockholder, to be timely, must be received no later than the close of business on the tenth (10th) day following the day on which such notice of the Company for date of the prior yearmeeting was mailed or such public disclosure was made, whichever first occurs. Each such Such stockholder’s notice to the Secretary shall set forth: forth (i) as to each person whom the name and address of the Member who intends to make the nomination; (ii) a representation that the Member is a holder of record of Units entitled to vote at such meeting and intends to appear in person or by proxy at the meeting stockholder proposes to nominate the Person specified in the notice; for election or reelection as a director, (iiia) the name, age, business address and residence address of the person, (b) the principal occupation/occupation or employment of each nominee; the person, (ivc) a description the class and number of all arrangements or understandings between shares of capital stock of the Member Corporation which are beneficially owned by the person, and each nominee and (d) any other Person(s) pursuant information relating to which such nominations are to be made; (v) such other information regarding each nominee as would be the person that is required to be included disclosed in a proxy statement filed solicitations for proxies for election of directors pursuant to the proxy rules Rules and Regulations of the Securities and Exchange Commission; Commission under Section 14 of the Securities Exchange Act of 1934, as amended, and (viii) as to the stockholder giving the notice (a) the consent name and record address of each nominee to serve as a Director if so elected; the stockholder and (viib) a nominating petition signed the class and dated number of shares of capital stock of the Corporation which are beneficially owned 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 the Director’s seat to be filledstockholder. The Company Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Company Corporation to determine the eligibility of such proposed nominee to serve as a Directordirector of the Corporation. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth herein. The presiding Officer officer of the Corporation presiding at an annual meeting mayshall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing proceduresprocedure, and if he should so determineddetermine, he shall so declare to the meeting and the defective nomination shall be disregarded. The amendment or repeal of this Section 5.3 or the adoption of any provision inconsistent therewith shall require the approval of a majority of the Membership Voting Interests.