Common use of Members Right to Act Clause in Contracts

Members Right to Act. Except as expressly provided in this Agreement or by non-waivable provisions of the Delaware Act, the Unitholders shall not have any voting or consent rights under this Agreement or the Delaware Act with respect to the Units held by such Person, including with respect to any matters to be decided by the Company or any other governance matters described in this Agreement, and each Unitholder, by its acceptance of Units, expressly waives any consent or voting rights (except to the extent expressly provided in this Agreement) or other rights to participate in the governance of the Company, whether such rights may be provided under the Delaware Act or otherwise. Except as expressly provided in this Agreement or non-waivable provisions of the Delaware Act, on all matters (if any) submitted to the Members for a vote, the Public Offering Entity shall be entitled to one (1) vote per Class A Common Unit held by such holder, and all other holders of Class A Common Units shall be entitled to vote only to the extent described in this Agreement, including as described in Section 14.2. The actions by the Members permitted hereunder may be taken at a meeting called by the Board or by Members holding a majority of the Units entitled to vote or consent on the matter on at least twenty-four (24) hours’ prior written notice to the other Members entitled to vote or consent thereon, which notice shall state the purpose or purposes for which such meeting is being called. Each Member entitled to vote shall be allowed to participate in any such meeting of the Members by means of telephone. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by written consent), however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), the Members entitled to vote or consent as to whom it was improperly held appears at such meeting without protest, or either before, at or after the meeting, signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by written consent (without a meeting and without a vote) so long as such consent is signed by the Members having not less than the minimum number of Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken without a meeting shall be given to those Members entitled to vote or consent who have not consented in writing. Any action taken pursuant to such written consent of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

Members Right to Act. Except as expressly provided Subject to the provisions of the Stockholders Agreement, for matters contained in this Agreement or by non-waivable provisions that require the approval of the Delaware ActMembers, the Unitholders Members shall not have any voting or consent rights under this Agreement or act through meetings and/or written consents as follows: the Delaware Act with respect to actions contained herein requiring the Units held by such Person, including with respect to any matters to be decided by approval of the Company Members or any other governance matters described in this Agreementparticular Member or group of Members (as applicable, and each Unitholder, by its acceptance of Units, expressly waives any consent or voting rights (except to the extent expressly provided in this Agreement“Approving Members”) or other rights to participate in the governance of the Company, whether such rights may be provided under the Delaware Act or otherwise. Except as expressly provided in this Agreement or non-waivable provisions of the Delaware Act, on all matters (if any) submitted to the Members for a vote, the Public Offering Entity shall be entitled to one (1) vote per Class A Common Unit held by such holder, and all other holders of Class A Common Units shall be entitled to vote only to the extent described in this Agreement, including as described in Section 14.2. The actions by the Members permitted hereunder may be taken approved at a meeting called by the Board Manager or by the Approving Members holding a majority of the Common Units entitled to vote or consent on the matter held by all Approving Members, in each case, on at least twenty-four five (245) hoursdays’ prior written notice to the other Members entitled to vote or consent thereonApproving Members, which notice shall state the purpose or purposes for which such meeting is being called. Each Member entitled to vote shall be allowed to participate in any such meeting of the Members by means of telephone. The actions taken by the Approving Members entitled to vote (i.e., the approval or consent disapproval of the applicable matter) at any meeting (as opposed to by written consent), however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), the Members entitled to vote or consent as to whom it was improperly held appears at such meeting without protest, or either before, at or after the meeting, the Approving Members as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by Any matter contained herein requiring the approval of any Approving Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by written consent (without a meeting and without a vote) consent, so long as such consent is signed by the Approving Members having not less than the minimum number of Units that would be necessary US-DOCS\114008886.14 to authorize or take such action at a meeting at which all Approving Members entitled to vote thereon were present and voted. Prompt notice of the action so taken taken, which shall state the purpose or purposes for which such consent was obtained and may be delivered via email, without a meeting shall be given to those Approving Members entitled to vote or consent who have not consented in writing; provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such written consent. Any action taken pursuant to such written consent of the Approving Members shall have the same force and effect as if taken by the Approving Members at a meeting thereof.

Members Right to Act. Except as For situations for which the approval of the Members generally (rather than the approval of the Manager or a particular group of Members) is specifically and expressly provided in required by this Agreement or by non-waivable voting provisions of the Delaware Actapplicable law, the Unitholders Members shall not have any voting or consent rights under this Agreement or the Delaware Act with respect to the Units held by such Person, including with respect to any matters to be decided by the Company or any other governance matters act through meetings and written consents as described in this Agreement, and each Unitholder, by its acceptance of Units, expressly waives any consent or voting rights (except to the extent expressly provided in this Agreement) or other rights to participate in the governance of the Company, whether such rights may be provided under the Delaware Act or otherwiseSection 6.5. Except as expressly otherwise provided herein, in this any Equity Agreement or non-waivable provisions of the Delaware Act, on all matters (if any) submitted to as otherwise required by applicable law the Members for a vote, the Public Offering Entity holding Class A Units shall be entitled to one (1) vote per Class A Common Unit held on all matters to be voted on by such holder, and all other holders of Class A Common Units shall be entitled to vote only to the extent described in this Agreement, including as described in Section 14.2Members. The actions by the Members permitted hereunder may be taken at a meeting called by the Board Manager or by Members holding at least a majority of the Units entitled to vote or consent on the matter on at least twenty-four (24) hoursfive days’ prior written notice to the other Members entitled to vote or consent thereon, which notice shall state the purpose or purposes for which such meeting is being called. Each Member entitled to vote shall be allowed to participate in any such meeting of the Members by means of telephone. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by written consent), however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held appears at such meeting without protest, or either before, at or after the meeting, signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by written consent (without a meeting and without a vote) so long as such consent is signed by the Members having not less than the minimum number of Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted; provided that any action proposed to be approved by written consent of the Members shall be submitted for consideration to all Members entitled to vote, notwithstanding that the action to be taken may be approved by less than all Members. Prompt notice of the action so taken without a meeting shall be given to those Members entitled to vote or consent who have not consented in writing. Any action taken pursuant to such written consent of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

Members Right to Act. Except as expressly provided in For situations for which the approval of the Members (rather than the approval of the Managing Member, which shall not be unreasonably withheld) is required by this Agreement or by non-waivable provisions of the Delaware Actapplicable law, the Unitholders Members shall not have any voting or consent rights under this Agreement or the Delaware Act with respect to the Units held by such Person, including with respect to any matters to be decided by the Company or any other governance matters act through meetings and written consents as described in this AgreementSection 6.5, and each Unitholder, by its acceptance holder of Units, expressly waives any consent or voting rights (except to the extent expressly provided in this Agreement) or other rights to participate in the governance of the Company, whether such rights may be provided under the Delaware Act or otherwise. Except as expressly provided in this Agreement or non-waivable provisions of the Delaware Act, on all matters (if any) submitted to the Members for a vote, the Public Offering Entity shall be entitled to one (1) vote per Class A Common Unit held by such holder, and all other holders of Class A Common Units Shares shall be entitled to vote only to the extent described based on such Shareholder’s Proportional Share indicated in this AgreementExhibit A, including as described in Section 14.2amended. The actions by the Members permitted hereunder may be taken at a meeting called by the Board Managing Member or by Members holding a majority at least 2/3 of the Units entitled to vote or consent on the matter all Shares then issued and outstanding on at least twenty-four (24) hours10 business days’ prior written notice to the all other Members entitled to vote or consent thereonMembers, which notice shall state the purpose or purposes for which such meeting is being called. Each Member entitled to vote shall be allowed to participate in any such meeting of the Members by means of telephone. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by written consent), however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held appears at such meeting without protest, or either before, at or after the meeting, signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by written consent (without a meeting and without a vote) so long as such consent is signed by the Members having not less than the minimum number of Units Shares that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken without a meeting shall be given to those Members entitled to vote or consent who have not consented in writing. Any action taken pursuant to such written consent of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

Members Right to Act. For matters that require the approval of the Members, the Members shall act through meetings and written consents as described in paragraphs (a) and (b) below: (a) Except as otherwise expressly provided in by this Agreement or Agreement, acts by non-waivable provisions the Members holding a majority of the Delaware ActCommon Units, voting together as a single class, shall be the acts of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action in writing without a meeting may authorize another person or persons to act for it by proxy. An electronic mail or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Member shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 7.05(a). No proxy shall be voted or acted upon after eleven months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Unitholders Company shall not have any voting or consent rights under this Agreement or the Delaware Act be required to recognize such proxy with respect to such issue if such proxy does not specify how the Units held by votes that are the subject of such Person, including proxy are to be voted with respect to any matters to be decided by the Company or any other governance matters described in this Agreement, and each Unitholder, by its acceptance of Units, expressly waives any consent or voting rights such issue. (except to the extent expressly provided in this Agreementb) or other rights to participate in the governance of the Company, whether such rights may be provided under the Delaware Act or otherwise. Except as expressly provided in this Agreement or non-waivable provisions of the Delaware Act, on all matters (if any) submitted to the Members for a vote, the Public Offering Entity shall be entitled to one (1) vote per Class A Common Unit held by such holder, and all other holders of Class A Common Units shall be entitled to vote only to the extent described in this Agreement, including as described in Section 14.2. The actions by the Members permitted hereunder may be taken at a meeting called by the Board Manager or by the Members holding a majority of the Units entitled to vote or consent on the such matter on at least twenty-four (24) 48 hours’ prior written notice to the other Members entitled to vote or consent thereonvote, which notice shall state the purpose or purposes for which such meeting is being called. Each Member entitled to vote shall be allowed to participate in any such meeting of the Members by means of telephone. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by written consent), however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held appears at such meeting without protest, or either before, at or after the meeting, signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by written consent (without a meeting and without a vote) consent, so long as such consent is signed by the Members having not less than the minimum number of Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken taken, which shall state the purpose or purposes for which such consent is required and may be delivered via email, without a meeting shall be given to those Members entitled to vote or consent who have not consented in writing; provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such written consent. Any action taken pursuant to such written consent of the Members shall have the same force and effect as if taken by the Members at a meeting thereof. ARTICLE VIII.

Members Right to Act. Except as For situations for which the approval of the Members generally (rather than the approval of the Board (including, without limitation, any matter described in Section 5.1(b)) or a particular group of Members) is expressly provided in required by this Agreement or by non-waivable provisions of the Delaware Actapplicable law, the Unitholders Members shall not have any voting or consent rights under this Agreement or the Delaware Act with respect to the Units held by such Person, including with respect to any matters to be decided by the Company or any other governance matters act through meetings and written consents as described in this Agreement, and each Unitholder, by its acceptance of Units, expressly waives any consent or voting rights (except to the extent expressly provided in this Agreement) or other rights to participate in the governance of the Company, whether such rights may be provided under the Delaware Act or otherwiseSection 6.5. Except as otherwise expressly provided in this Agreement or non-waivable provisions of the Delaware Actherein and as otherwise required by applicable law, on all matters (if any) submitted to the Members for a vote, the Public Offering Entity shall be entitled to one (1) vote per Class A Common Unit held by such holder, and all other holders of Class A holding Common Units shall be entitled to one vote only per Common Unit in all matters to be voted on by the extent described in Members (and no other Units shall have any right to vote). With respect to any matter, other than a matter for which the affirmative vote of the holders of a specified portion of all Unitholders is required by this Agreement, including as described in Section 14.2the affirmative vote of the Unitholders holding a majority of the Units entitled to vote at any meeting of Unitholders at which a quorum is present shall be the act of the Unitholders. The actions by the Members permitted hereunder may be taken at a meeting called by the Board or by Members holding at least a majority of the Units entitled to vote or consent on the matter on at least twenty-four (24) hoursfive days’ prior written notice to the other Members entitled to vote or consent thereon, which notice shall state the purpose or purposes for which such meeting is being called. Each Member entitled to vote shall be allowed to participate in any such meeting of the Members by means of telephone. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by written consent), however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held appears at such meeting without protest, or either before, at or after the meeting, signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by written consent (without a meeting and without a vote) so long as such consent is signed by the Members having not less than the minimum number of Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted; provided that if any such matter has not previously been presented to and approved by the Board, such consent shall be provided to the KRG Investors, the Summit Investors and the Management Investors at least 48 hours prior to its effectiveness. Prompt notice of the action so taken without a meeting shall be given to those Members entitled to vote or consent who have not consented in writing. Any action taken pursuant to such written consent of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

Members Right to Act. Except as (a) For situations for which the approval of the Members generally (rather than the approval of the Board or a particular group of Members) is specifically and expressly provided in required by this Agreement or by non-waivable voting provisions of the Delaware Actapplicable law, the Unitholders Members shall not act through meetings and written consents as described in this Section 6.5. Except as otherwise expressly provided herein and as otherwise required by applicable law, (i) Class B Units shall have any no voting or consent rights under this Agreement or the Delaware Act with respect to the Units held by such Person, including with respect to any matters to be decided by the Company or any other governance matters described in this Agreement, and each Unitholder, by its acceptance of Units, expressly waives any consent or voting rights (except to the extent expressly provided in this Agreementii) or other rights to participate in the governance of the Company, whether such rights may be provided under the Delaware Act or otherwise. Except as expressly provided in this Agreement or non-waivable provisions of the Delaware Act, on all matters (if any) submitted to the Members for a vote, the Public Offering Entity holding Class A Units shall be entitled to one (1) vote per Class A Common Unit held on all matters to be voted on by such holder, and all other holders of Class A Common Units shall be entitled to vote only to the extent described in this Agreement, including as described in Section 14.2Members. The actions by the Members permitted hereunder may be taken at a meeting called by the Board or by Members holding at least a majority of the Units entitled to vote or consent on the matter on at least twentyforty-four eight (2448) hours’ ' prior written notice to the other Members entitled to vote or consent thereon, which notice shall state the purpose or purposes for which such meeting is being called. Each Member entitled to vote shall be allowed to participate in any such meeting of the Members by means of telephone. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by written consent), however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held appears at such meeting without protest, or either before, at or after the meeting, signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by written consent (without a meeting and without a vote) so long as such consent is signed by the Members having not less than the minimum number of Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken without a meeting shall be given to those Members entitled to vote or consent who have not consented in writing. Any action taken pursuant to such written consent of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

Members Right to Act. Except as expressly provided in For situations for which the approval of the Members (rather than the approval of the Managing Member on behalf of the Members) is required by this Agreement or by non-waivable provisions of the Delaware Actapplicable law, the Unitholders Members shall act through meetings and written consents as described in this Section 6.5, and each Class A Shareholder shall be entitled to vote based on such Shareholder's Proportional Share. Notwithstanding anything herein to the contrary, except as specifically provided otherwise in Section 13.3, holders of Class B Shares, Class C Shares and Class D Shares shall not have any voting or consent rights under this Agreement or the Delaware Act with respect to the Units held by such Person, including with respect to any matters to be decided by the Company or any other governance matters described in this Agreement, and each Unitholder, by its acceptance of Units, expressly waives any consent or voting rights (except to the extent expressly provided in this Agreement) or other rights to participate in the governance of the Company, whether such rights may be provided under the Delaware Act or otherwise. Except as expressly provided in this Agreement or non-waivable provisions of the Delaware Act, on all matters (if any) submitted to the Members for a vote, the Public Offering Entity shall be entitled to one (1) vote per Class A Common Unit held by such holder, and all other holders of Class A Common Units shall be entitled to vote only to the extent described in this Agreement, including as described in Section 14.2such Shares. The actions by the Members permitted hereunder may be taken at a meeting called by the Board Managing Member or by Members holding a majority at least 30% of the Units entitled to vote or consent on the matter Class A Shares on at least twenty-four (24) hours’ five days' prior written notice to the other Members entitled to vote or consent thereonMembers, which notice shall state the purpose or purposes for which such meeting is being called. Each Member entitled to vote shall be allowed to participate in any such meeting of the Members by means of telephone. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by written consent), however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held appears at such meeting without protest, or either before, at or after the meeting, signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by written consent (without a meeting and without a vote) so long as such consent is signed by the Members having not less than the minimum number of Units Shares that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken without a meeting shall be given to those Members entitled to vote or consent who have not consented in writing. Any action taken pursuant to such written consent of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

Members Right to Act. Except as expressly provided Subject to the provisions of the Stockholders Agreement, for matters contained in this Agreement or by non-waivable provisions that require the approval of the Delaware ActMembers, the Unitholders Members shall not have any voting or consent rights under this Agreement or act through meetings and/or written consents as follows: the Delaware Act with respect to actions contained herein requiring the Units held by such Person, including with respect to any matters to be decided by approval of the Company Members or any other governance matters described in this Agreementparticular Member or group of Members (as applicable, and each Unitholder, by its acceptance of Units, expressly waives any consent or voting rights (except to the extent expressly provided in this Agreement“Approving Members”) or other rights to participate in the governance of the Company, whether such rights may be provided under the Delaware Act or otherwise. Except as expressly provided in this Agreement or non-waivable provisions of the Delaware Act, on all matters (if any) submitted to the Members for a vote, the Public Offering Entity shall be entitled to one (1) vote per Class A Common Unit held by such holder, and all other holders of Class A Common Units shall be entitled to vote only to the extent described in this Agreement, including as described in Section 14.2. The actions by the Members permitted hereunder may be taken approved at a meeting called by the Board Manager or by the Approving Members holding a majority of the Common Units entitled to vote or consent on the matter held by all Approving Members, in each case, on at least twenty-four five (245) hoursdays’ prior written notice to the other Members entitled to vote or consent thereonApproving Members, which notice shall state the purpose or purposes for which such meeting is being called. Each Member entitled to vote shall be allowed to participate in any such meeting of the Members by means of telephone. The actions taken by the Approving Members entitled to vote (i.e., the approval or consent disapproval of the applicable matter) at any meeting (as opposed to by written consent), however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), the Members entitled to vote or consent as to whom it was improperly held appears at such meeting without protest, or either before, at or after the meeting, the Approving Members as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by Any matter contained herein requiring the approval of any Approving Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by written consent (without a meeting and without a vote) consent, so long as such consent is signed by the Approving Members having not less than the minimum number of Units that would be necessary to authorize or take such action at a meeting at which all Approving Members entitled to vote thereon were present and voted. Prompt notice of the action so taken taken, which shall state the purpose or purposes for which such consent was obtained and may be delivered via email, without a meeting shall be given to those Approving Members entitled to vote or consent who have not consented in writing; provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such written consent. Any action taken pursuant to such written consent of the Approving Members shall have the same force and effect as if taken by the Approving Members at a meeting thereof.

Members Right to Act. Except For matters that require the approval of the Members, the Members shall act through meetings and written consents as described in paragraphs (a) and (b) below: 32 (a)Except as otherwise expressly provided in by this Agreement or Agreement, acts by non-waivable provisions Majority Consent of the Delaware Members, voting together as a single class, shall be the acts of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action in a written transmission without a meeting may authorize another Person or Persons to act for it by proxy in accordance with the Maryland Act. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if a majority do not agree on any particular issue, the Unitholders Company shall not have any voting or consent rights under this Agreement or the Delaware Act be required to recognize such proxy with respect to such issue if such proxy does not specify how the Units held by votes that are the subject of such Person, including proxy are to be voted with respect to any matters to be decided by the Company or any other governance matters described in this Agreement, and each Unitholder, by its acceptance of Units, expressly waives any consent or voting rights such issue. (except to the extent expressly provided in this Agreement) or other rights to participate in the governance of the Company, whether such rights may be provided under the Delaware Act or otherwise. Except as expressly provided in this Agreement or non-waivable provisions of the Delaware Act, on all matters (if any) submitted to the Members for a vote, the Public Offering Entity shall be entitled to one (1) vote per Class A Common Unit held by such holder, and all other holders of Class A Common Units shall be entitled to vote only to the extent described in this Agreement, including as described in Section 14.2. The b)The actions by the Members permitted hereunder may be taken at a meeting called by the Board Managing Member or by the Members holding a majority of combined voting power of the Units entitled to vote or consent on the such matter on at least twentyforty-four eight (2448) hours’ prior written notice to the other Members entitled to vote or consent thereonvote, which notice shall state the purpose or purposes for which such meeting is being called. Each Member entitled to vote shall be allowed to participate in any such meeting of the Members by means of telephone. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by written consent), however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held appears at such meeting without protest, or either before, at or after the meeting, signs execute a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by written consent (without a meeting and without a vote) consent, so long as such consent is signed by the Members having not less than the minimum number percentage of the combined voting power of Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken taken, which shall state the purpose or purposes for which such consent is required and may be delivered via email, without a meeting shall be given to those Members entitled to vote or consent who have not consented in writing; provided, however, that the failure to give any such notice shall not affect the validity of the action taken by such written consent. Any action taken pursuant to such written consent of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.. Notwithstanding the foregoing, no Members (other than the Managing Member) shall have any right to approve any matter or action taken by the Company except those matters for which approval or consent of the Members (or such Member) is expressly provided for in this Agreement. Section 7.05

Members Right to Act. Except as expressly provided in this Agreement or by non-waivable provisions of the Delaware Act, the Unitholders holders of Units shall not have any voting or consent rights under this Agreement or the Delaware Act with respect to the Units held by such Person, including with respect to any matters to be decided by the Company or any other governance matters described in this Agreement, and each Unitholderholder of Units, by its acceptance of Unitsthereof, expressly waives any consent or voting rights (except to the extent expressly provided in this Agreement) or other rights to participate in the governance of the Company, whether such rights may be provided under the Delaware Act or otherwise. Except as expressly provided in this Agreement or non-waivable provisions of the Delaware Act, on all matters (if any) submitted to the Members for a vote, the Public Offering Entity shall be entitled to one (1) vote per Class A Common Unit held by such holder, voting as a single class of Units, and all other the holders of Class I Units and Class A Common Units held by holders other than the Public Offering Entity shall be entitled to vote only to the extent described in this Agreement, including as described in Section 14.2. The actions by the Members permitted hereunder may be taken at a meeting called by the Board or by Members holding at least a majority of the Units entitled to vote or consent on the matter on at least twenty-four (24) hours’ hours prior written notice to the other Members entitled to vote or consent thereon, which notice shall state the purpose or purposes for which such meeting is being called. Each Member entitled to vote shall be allowed to participate in any such meeting of the Members by means of telephone. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by written consent), however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), the Members entitled to vote or consent as to whom it was improperly held appears at such meeting without protest, or either before, at or after the meeting, signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by written consent (without a meeting and without a vote) so long as such consent is signed by the Members having not less than the minimum number of Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken without a meeting shall be given to those Members entitled to vote or consent who have not consented in writing. Any action taken pursuant to such written consent of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.