Common use of Members Clause in Contracts

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

Members. (a) The mailing address A Person shall be admitted as a Member and shall become bound by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share and becomes the Record Holder of such Share in accordance with the provisions of Article III, Article IV and ‎Article XIII hereof. A Person may become a Record Holder without the consent or approval of any of the Members. A Person may not become a Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as without acquiring a member of the Company upon its execution of a counterpart signature page to this AgreementShare. (b) Subject The name and mailing address of each Member shall be listed on the books and records of the Company maintained for such purpose by the Company (or the Transfer Agent, if any). The Manager shall update the books and records of the Company from time to Section 9(jtime as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable), the Member may act by written consent. (c) Upon Except as otherwise provided in the occurrence Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any event such debt, obligation or liability of the Company solely by reason of being a Member. (d) Unless otherwise provided herein (including, without limitation, in connection with any redemption or repurchase pursuant to Article IV or enforcement of the transfer and ownership restrictions contained in Article XIII), Members may not be expelled from or removed as Members of the Company. Except in connection with any Redemption Plan established pursuant to Section 4.6, Members shall not have any right to resign from the Company; provided, that causes the when a transferee of a Member’s Shares becomes a Record Holder of such Shares, such transferring Member to shall cease to be a member Member of the Company with respect to the Shares so transferred. (other than e) Except to the extent expressly provided in this Agreement (including any Share Designation): (i) upon an assignment by no Member shall be entitled to the Member of all withdrawal or return of its limited liability company interest in Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution or termination of the Company may be considered as such by law and then only to the admission of the transferee pursuant to Sections 21 and 23, or extent provided for in this Agreement; (ii) the resignation no Member holding any class or series, if any, of the Member and the admission of an additional member any Shares of the Company pursuant to Sections 22 and 23), each person acting shall have priority over any other Member holding the same class or series of Shares either as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company return of Capital Contributions or as a Special Member and to distributions; (iii) no interest shall continue be paid by the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless on Capital Contributions; and (iiv) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement, and (ii) such successor has also accepted its appointment as Independent Director pursuant to Section 10; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special such, shall participate in the operation or management of the business of the Company, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (f) Except as may be otherwise agreed between the Company, on the one hand, and a Member, on the other hand, any Member shall be entitled to and may not bind have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Except as required by Neither the Company nor any mandatory provision of the Act, each Special Member, in its capacity as Special Member, other Members shall have no right to vote on, approve any rights by virtue of this Agreement in any such business interests or otherwise consent to activities of any action by, or matter relating toMember. (g) For the avoidance of doubt, the Company, including, without limitation, Manager is not a Member of the merger, consolidation or conversion Company by virtue of its position as “Manager” of the Company. In order The Manager will generally not be entitled to implement the admission vote on matters submitted to the Company Members, and will not have any distribution, redemption, conversion or liquidation rights by virtue of each Special Member, each person acting its status as an Independent Director pursuant to Section 10 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member of the CompanyManager. (d) The Member intends that the Company will be a disregarded entity for federal tax purposes.

Members. (a) The mailing address A Person shall be admitted as a Member and shall become bound by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share and becomes the Record Holder of such Share in accordance with the provisions of Article III, Article IV and ‎Article XIII hereof. A Person may become a Record Holder without the consent or approval of any of the Members. A Person may not become a Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as without acquiring a member of the Company upon its execution of a counterpart signature page to this AgreementShare. (b) Subject The name and mailing address of each Member shall be listed on the books and records of the Company maintained for such purpose by the Company (or the Transfer Agent, if any). The Manager shall update the books and records of the Company from time to Section 9(jtime as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable), the Member may act by written consent. (c) Upon Except as otherwise provided in the occurrence Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any event such debt, obligation or liability of the Company solely by reason of being a Member. (d) Unless otherwise provided herein (including, without limitation, in connection with any redemption or repurchase pursuant to Article IV or enforcement of the transfer and ownership restrictions contained in Article XIII), Members may not be expelled from or removed as Members of the Company. Except in connection with any Redemption Plan established pursuant to Section 4.6, Members shall not have any right to resign from the Company; provided, that causes the when a transferee of a Member’s Shares becomes a Record Holder of such Shares, such transferring Member to shall cease to be a member Member of the Company with respect to the Shares so transferred. (other than e) Except to the extent expressly provided in this Agreement (including any Share Designation): (i) upon an assignment by no Member shall be entitled to the Member of all withdrawal or return of its limited liability company interest in Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution or termination of the Company may be considered as such by law and then only to the admission of the transferee pursuant to Sections 21 and 23, or extent provided for in this Agreement; (ii) the resignation no Member holding any class or series, if any, of the Member and the admission of an additional member any Shares of the Company pursuant to Sections 22 and 23), each person acting shall have priority over any other Member holding the same class or series of Shares either as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company return of Capital Contributions or as a Special Member and to distributions; (iii) no interest shall continue be paid by the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement, on Capital Contributions; and (iiiv) such successor has also accepted its appointment as Independent Director pursuant to Section 10; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special such, shall participate in the operation or management of the business of the Company, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (f) Except as may be otherwise agreed between the Company, on the one hand, and a Member, on the other hand, any Member shall be entitled to and may not bind have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Except as required by Neither the Company nor any mandatory provision of the Act, each Special Member, in its capacity as Special Member, other Members shall have no right to vote on, approve any rights by virtue of this Agreement in any such business interests or otherwise consent to activities of any action by, or matter relating toMember. (g) For the avoidance of doubt, the Company, including, without limitation, Manager is not a Member of the merger, consolidation or conversion Company by virtue of its position as “Manager” of the Company. In order The Manager will generally not be entitled to implement the admission vote on matters submitted to the Company Members, and will not have any distribution, redemption, conversion or liquidation rights by virtue of each Special Member, each person acting its status as an Independent Director pursuant to Section 10 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member of the CompanyManager. (d) The Member intends that the Company will be a disregarded entity for federal tax purposes.

Members. (a) The mailing address A Person shall be admitted as a Member and shall become bound by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share and becomes the Record Holder of such Share in accordance with the provisions of Article III, Article IV and Article XIII hereof. A Person may become a Record Holder without the consent or approval of any of the Members. A Person may not become a Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as without acquiring a member of the Company upon its execution of a counterpart signature page to this AgreementShare. (b) Subject The name and mailing address of each Member shall be listed on the books and records of the Company maintained for such purpose by the Company (or the Transfer Agent, if any). The Manager shall update the books and records of the Company from time to Section 9(jtime as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest Except as otherwise provided in the Company Delaware Act, the debts, obligations and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person acting as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member liabilities of the Company, automatically whether arising in contract, tort or otherwise, shall be admitted to solely the Company as a Special Member debts, obligations and shall continue liabilities of the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this AgreementCompany, and (ii) neither the Members nor the Manager shall be obligated personally for any such successor has also accepted its appointment as Independent Director pursuant to Section 10; provideddebt, however, the Special Members shall automatically cease to be members obligation or liability of the Company upon the admission to the Company solely by reason of a substitute Member. Each Special Member shall be being a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person acting as an Independent Director pursuant to Section 10 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member manager of the Company. (d) The Unless otherwise provided herein (including, without limitation, in connection with any redemption or repurchase pursuant to Article IV or enforcement of the transfer and ownership restrictions contained in Article XIII), Members may not be expelled from or removed as Members of the Company. Except in connection with any Redemption Plan established pursuant to Section 4.6, Members shall not have any right to resign from the Company; provided, that when a transferee of a Member’s Shares becomes a Record Holder of such Shares, such transferring Member intends that shall cease to be a Member of the Company with respect to the Shares so transferred. (e) Except to the extent expressly provided in this Agreement (including any Share Designation): (i) no Member shall be entitled to the withdrawal or return of its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution or termination of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member holding any class or series, if any, of any Shares of the Company shall have priority over any other Member holding the same class or series of Shares either as to the return of Capital Contributions or as to distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the business of the Company, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (f) Except as may be otherwise agreed between the Company, on the one hand, and a Member, on the other hand, any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member. (g) For the avoidance of doubt, the Manager is not a Member of the Company by virtue of its position as “Manager” of the Company. The Manager will generally not be a disregarded entity for federal tax purposesentitled to vote on matters submitted to the Members, and will not have any distribution, redemption, conversion or liquidation rights by virtue of its status as Manager.

Members. (a) The mailing address of the Economic Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to this Agreement. (b) Subject to Section 9(j), the Economic Member may act by written consent. (c) Upon the occurrence of any event that causes the Economic Member to cease to be a member of the Company (other than (i) upon an assignment by the Economic Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 20 and 2322, or (ii) the resignation of the Economic Member and the admission of an additional member of the Company pursuant to Sections 22 21 and 2322), each person acting as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Economic Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement, and (ii) such successor has also accepted its appointment as Independent Director pursuant to Section 10; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Economic Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, including the merger, consolidation or conversion of the Company. Nothing in the immediately preceding sentence shall limit the right of any Special Member in his or her capacity as an Independent Director to vote on any actions as further described herein. In order to implement the admission to the Company of each Special Member, each person acting as an Independent Director pursuant to Section 10 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company. (d) The Member intends that the Company will be a disregarded entity for federal tax purposes.

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

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

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was AMC, Regal and Cinemark were previously admitted as Members to the Company as a member of subject to the Company upon its Second Amended Agreement. Upon the execution of a counterpart signature page to this Agreement. (b) Subject to Section 9(j), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person acting as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically NCM Inc. shall be admitted to the Company as a Special Member. Following the Common Unit Purchase and Over-Allotment Unit Purchase, each Person named as a Member on Exhibit A hereto on the date hereof shall be deemed to own the number of Common Units and Preferred Units specified in Exhibit A. (b) Exhibit A hereto contains the name, address and number of Common Units and Preferred Units owned by each Member as of the date hereof following the Common Unit Purchase and Over-Allotment Unit Purchase and immediately prior to the Preferred Distribution. The Company shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless revise Exhibit A (i) from time to time to reflect the issuance, conversion or Transfer of Units in accordance with the terms of this Agreement and other modifications to or changes in the information set forth therein, and (ii) in accordance with Sections 3.4(f), 3.5 and 9. 1. Any amendment or revision to Exhibit A or to the Company’s records as contemplated by this Agreement to reflect information regarding Members or under Section 3.4(f), 3.5 or 9.1 shall be deemed to amend this Agreement, but shall not require the approval of the Manager or any Member. (c) One or more additional Persons may be admitted as a successor Special Member has been of the Company only upon (i) an issuance of Units pursuant to Section 3.4(f) or 3.5 or a Transfer of Units pursuant to Article 8, and (ii) the execution and delivery by such Person of a counterpart to this Agreement or other written agreement, in a form satisfactory to the Manager, to be bound by all the terms and conditions of this Agreement. Upon such execution, the Company shall amend Exhibit A and shall amend this Agreement as the Manager may reasonably determine is necessary, to reflect the admission of such Person as a Member and such other information of such Person as indicated in Exhibit A. Unless admitted to the Company as Special a Member by executing a counterpart as provided in this Section 3.1 or Section 8.2, no Person is, or will be considered to this Agreement, and (ii) such successor has also accepted its appointment as Independent Director pursuant to Section 10; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Actbe, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person acting as an Independent Director pursuant to Section 10 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company. (d) The Subject to the other provisions of this Section 3.1 and Section 8.2, each Person that holds one or more Units in compliance with the terms of this Agreement shall be a Member. A Member intends will cease to be a Member when such Person ceases to own any Units in the Company, in which case Exhibit A shall be amended to reflect that such Person is no longer a Member. (e) Except as provided in the LLC Act, in no event shall any Member (or any former Member), by reason of its status as a Member (or former Member), have any liability for (i) the debts, duties or any other obligations of the Company, (ii) the repayment of any Capital Contribution of any other Member or (iii) any act or omission of any other Member. (f) If a Founding Member and one or more of its transferees (which have the rights and powers of a Founding Member under Section 8.2(c)) hold Common Units in the Company will be a disregarded entity for federal tax purposesat the same time, such Founding Member and transferees shall designate one of them to act on behalf of all of them and vote all of their Common Units with respect to any matter requiring approval of the Founding Members.

Members. (a) The mailing address A Person shall be admitted as a Member and shall become bound by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share and becomes the Record Holder of such Share in accordance with the provisions of Article III, Article IV and ‎Article XII hereof. A Person may become a Record Holder without the consent or approval of any of the Members. A Person may not become a Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as without acquiring a member of the Company upon its execution of a counterpart signature page to this AgreementShare. (b) Subject The name and mailing address of each Member shall be listed on the books and records of the Company maintained for such purpose by the Company (or the Transfer Agent, if any). The Manager shall update the books and records of the Company from time to Section 9(jtime as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable), the Member may act by written consent. (c) Upon Except as otherwise provided in the occurrence Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any event such debt, obligation or liability of the Company solely by reason of being a Member. (d) Unless otherwise provided herein (including, without limitation, in connection with any redemption or repurchase pursuant to Article IV or enforcement of the transfer and ownership restrictions contained in Article XII), Members may not be expelled from or removed as Members of the Company. Except in connection with any Redemption Plan established pursuant to Section 4.7, Members shall not have any right to resign from the Company; provided, that causes the when a transferee of a Member’s Shares becomes a Record Holder of such Shares, such transferring Member to shall cease to be a member Member of the Company with respect to the Shares so transferred. (other than e) Except to the extent expressly provided in this Agreement (including any Share Designation): (i) upon an assignment by no Member shall be entitled to the Member of all withdrawal or return of its limited liability company interest in Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution or termination of the Company may be considered as such by law and then only to the admission of the transferee pursuant to Sections 21 and 23, or extent provided for in this Agreement; (ii) the resignation no Member holding any class or series, if any, of the Member and the admission of an additional member any Shares of the Company pursuant to Sections 22 and 23), each person acting shall have priority over any other Member holding the same class or series of Shares either as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company return of Capital Contributions or as a Special Member and to distributions; (iii) no interest shall continue be paid by the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement, on Capital Contributions; and (iiiv) such successor has also accepted its appointment as Independent Director pursuant to Section 10; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special such, shall participate in the operation or management of the business of the Company, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (f) Except as may be otherwise agreed between the Company, on the one hand, and a Member, on the other hand, any Member shall be entitled to and may not bind have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Except as required by Neither the Company nor any mandatory provision of the Act, each Special Member, in its capacity as Special Member, other Members shall have no right to vote on, approve any rights by virtue of this Agreement in any such business interests or otherwise consent to activities of any action by, or matter relating toMember. (g) For the avoidance of doubt, the Company, including, without limitation, Manager is not a Member of the merger, consolidation or conversion Company by virtue of its position as “Manager” of the Company. In order The Manager will generally not be entitled to implement the admission vote on matters submitted to the Company Members, and will not have any distribution, redemption, conversion or liquidation rights by virtue of each Special Member, each person acting its status as an Independent Director pursuant to Section 10 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member of the CompanyManager. (d) The Member intends that the Company will be a disregarded entity for federal tax purposes.

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

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

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

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

Members. (a) The mailing address A Person shall be admitted as a Common Member and shall become bound by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Common Share in accordance with the provisions of Sections 2, 8 and 9 hereof. A Person may become a Common Member without the consent or approval of any of the Members. A Person may not become a Common Member is set forth on Schedule B attached heretowithout acquiring a Common Share. The Member was admitted price per Common Share will be equal to the Company as a member of the Company upon its execution of a counterpart signature page to this AgreementMarket Price per Share. (b) Subject The name and mailing address of each Member shall be listed on the books and records of the Company maintained for such purpose by the Company (or the Transfer Agent, if any). The Manager shall update the books and records of the Company from time to Section 9(jtime as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable), the Member may act by written consent. (c) Upon Except as otherwise provided in the occurrence Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any event such debt, obligation or liability of the Company solely by reason of being a Member. (d) Unless otherwise provided herein (including, without limitation, in connection with any redemption or repurchase pursuant to Section 8 or enforcement of the transfer and ownership restrictions contained in Sections 8 and 9), Common Members may not be expelled from or removed as Common Members of the Company. Except in connection with any Redemption Plan established pursuant to Section 8.3, Common Members shall not have any right to resign from the Company; provided, that causes the when a transferee of a Common Member’s Shares becomes a Common Member, such transferring Common Member to shall cease to be a member Common Member of the Company with respect to the Shares so transferred. (other than e) Except to the extent expressly provided in this Agreement: (i) upon an assignment by no Member shall be entitled to the Member of all withdrawal or return of its limited liability company interest in Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution or termination of the Company may be considered as such by law and then only to the admission of the transferee pursuant to Sections 21 and 23, or extent provided for in this Agreement; (ii) the resignation no Member holding any class or series, if any, of the Member and the admission of an additional member any Shares of the Company pursuant to Sections 22 and 23), each person acting shall have priority over any other Member holding the same class or series of Shares either as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company return of Capital Contributions or as a Special Member and to distributions; (iii) no interest shall continue be paid by the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement, on Capital Contributions; and (iiiv) such successor has also accepted its appointment as Independent Director pursuant to Section 10; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Membersuch, may not bind shall participate in the Company. Except as required by any mandatory provision operation or management of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, business of the Company, including, without limitationtransact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (f) For the avoidance of doubt, the merger, consolidation or conversion Manager is not a Member of the Company by virtue of its position as “Manager” of the Company. In order The Manager will generally not be entitled to implement the admission vote on matters submitted to the Company Members, and will not have any distribution, redemption, conversion or liquidation rights by virtue of each Special Member, each person acting its status as an Independent Director pursuant to Section 10 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member of the CompanyManager. (d) The Member intends that the Company will be a disregarded entity for federal tax purposes.

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

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

Members. (a) The mailing address A Person shall be admitted as a Member and shall become bound by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Bits and becomes the Record Holder of such Bit in accordance with the provisions of Article III and Article IV hereof. A Person may become a Record Holder without the consent or approval of any of the Members. A Person may not become a Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as without acquiring a member of the Company upon its execution of a counterpart signature page to this AgreementBit. (b) Subject The name and mailing address of each Member shall be listed on the books and records of the Company maintained for such purpose by the Company (or the Transfer Agent, if any). The Manager shall update the books and records of the Company from time to Section 9(jtime as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable), the Member may act by written consent. (c) Upon Except as otherwise provided in the occurrence Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any event such debt, obligation or liability of the Company solely by reason of being a Member. (d) Unless otherwise provided herein (including, without limitation, in connection with any redemption or repurchase pursuant to Article IV), Members may not be expelled from or removed as Members of the Company. Except in connection with any Redemption Plan established pursuant to Section 4.6, Members shall not have any right to resign from the Company; provided, that causes the when a transferee of a Member’s Bits becomes a Record Holder of such Bits, such transferring Member to shall cease to be a member Member of the Company with respect to the Bits so transferred. (other than e) Except to the extent expressly provided in this Agreement (including any Bit Designation): (i) upon an assignment by no Member shall be entitled to the Member of all withdrawal or return of its limited liability company interest in Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution or termination of the Company may be considered as such by law and then only to the admission of the transferee pursuant to Sections 21 and 23, or extent provided for in this Agreement; (ii) the resignation no Member holding any class or series, if any, of the Member and the admission of an additional member any Bits of the Company pursuant to Sections 22 and 23), each person acting shall have priority over any other Member holding the same class or series of Bits either as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company return of Capital Contributions or as a Special Member and to distributions; (iii) no interest shall continue be paid by the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement, on Capital Contributions; and (iiiv) such successor has also accepted its appointment as Independent Director pursuant to Section 10; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special such, shall participate in the operation or management of the business of the Company, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (f) Except as may be otherwise agreed between the Company, on the one hand, and a Member, on the other hand, any Member shall be entitled to and may not bind have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Except as required by Neither the Company nor any mandatory provision of the Act, each Special Member, in its capacity as Special Member, other Members shall have no right to vote on, approve any rights by virtue of this Agreement in any such business interests or otherwise consent to activities of any action by, or matter relating toMember. (g) For the avoidance of doubt, the Company, including, without limitation, Manager is not a Member of the merger, consolidation or conversion Company by virtue of its position as “Manager” of the Company. In order The Manager will generally not be entitled to implement the admission vote on matters submitted to the Company Members, and will not have any distribution, redemption, conversion or liquidation rights by virtue of each Special Member, each person acting its status as an Independent Director pursuant to Section 10 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member of the CompanyManager. (d) The Member intends that the Company will be a disregarded entity for federal tax purposes.

Members. (a) The mailing address A Person shall be admitted as a Member and shall become bound by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share and becomes the Record Holder of such Share in accordance with the provisions of Article III hereof. A Person may become a Record Holder without the consent or approval of any of the Members. A Person may not become a Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as without acquiring a member of the Company upon its execution of a counterpart signature page to this AgreementShare. (b) Subject The name and mailing address of each Record Holder shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. The Secretary of the Company shall update the books and records of the Company from time to Section 9(jtime as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable), the Member may act by written consent. (c) Upon Except as otherwise provided in the occurrence Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any event such debt, obligation or liability of the Company solely by reason of being a Member of the Company. (d) Subject to Articles X and XI, Members may not be expelled from or removed as Members of the Company. Members shall not have any right to withdraw from the Company; provided, that causes the when a transferee of a Member’s Shares becomes a Record Holder of such Shares, such transferring Member to shall cease to be a member of the Company with respect to the Shares so transferred. (other than e) Except to the extent expressly provided in this Agreement (including any Share Designation): (i) upon an assignment by no Member shall be entitled to the Member of all withdrawal or return of its limited liability company interest in Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law and then only to the admission of the transferee pursuant to Sections 21 and 23, or extent provided for in this Agreement; (ii) the resignation of the no Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person acting shall have priority over any other Member either as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company return of Capital Contributions or as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement, and (ii) such successor has also accepted its appointment as Independent Director pursuant to Section 10; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and has (iv) no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Membersuch, may not shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company. Except as required Company by any mandatory provision reason of the Act, each Special being a Member, . (f) Any Member shall be entitled to and may have business interests and engage in its capacity as Special Member, shall have no right business activities in addition to vote on, approve or otherwise consent those relating to any action by, or matter relating to, the Company, including, without limitation, including business interests and activities in direct competition with the merger, consolidation or conversion Company Group and none of the Companysame shall constitute a breach of this Agreement or any duty (including fiduciary duties) otherwise existing at law, in equity or otherwise to any Company Group Member or Member. In order to implement the admission to Neither the Company of each Special Member, each person acting as an Independent Director pursuant to Section 10 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member nor any of the Companyother Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member. (d) The Member intends that the Company will be a disregarded entity for federal tax purposes.

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was A Person shall be admitted to the Company as a member Member and shall become bound by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share and becomes the Company upon its execution Record Holder of such Share in accordance with the provisions of this Article III. A Person may become a Record Holder and, thus, a Member, without the consent or approval of any other Member. A Person may not become a Member without becoming a Record Holder of a counterpart signature page to this AgreementShare. (b) Subject The name and mailing address of each Record Holder shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. The Secretary of the Company shall update the books and records of the Company from time to Section 9(jtime as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable), the Member may act by written consent. (c) Upon Except as otherwise provided in the occurrence Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member shall be obligated personally for any event such debt, obligation or liability of the Company solely by reason of being a Member. (d) Subject to Articles XIII and XIV, Members may not be expelled from or removed as Members. Members shall not have any right to withdraw from the Company; provided, that causes the when a transferee of a Member’s Shares becomes a Record Holder of such Shares, such transferring Member to shall cease to be a member Member with respect to the Shares so transferred. (e) Except to the extent expressly provided in this Agreement (including any Share Designation): (i) no Member shall be entitled to the withdrawal or return of its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company (other than (i) upon an assignment may be considered as such by Law and then only to the Member of all of its limited liability company interest extent provided for in the Company and the admission of the transferee pursuant to Sections 21 and 23, or this Agreement; (ii) the resignation of the except as otherwise expressly provided in this Agreement or with respect to a Share Designation, no Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person acting shall have priority over any other Member either as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company return of Capital Contributions or as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement, and (ii) such successor has also accepted its appointment as Independent Director pursuant to Section 10; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of or Dividends; (iii) no interest shall be paid by the Company on Capital Contributions; and has (iv) no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Membersuch, may not shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company. Except as required , by reason of being a Member. (f) Subject to Section 6.5, any mandatory provision Member, including, for the avoidance of doubt, any member of the Act, each Special Member, in its capacity as Special MemberSponsor Group, shall be entitled to and may have no right business interests and engage in business activities in addition to vote on, approve or otherwise consent those relating to any action by, or matter relating to, the Company, includingincluding business interests and activities in direct competition with the Company Group, without limitation, the merger, consolidation or conversion and none of the Companysame shall constitute a breach of this Agreement or any duty (including fiduciary duties) otherwise existing at law, in equity or otherwise to any Group Member or Member. In order to implement the admission to Neither the Company of each Special Member, each person acting as an Independent Director pursuant to Section 10 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member nor any of the Companyother Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member. (d) The Member intends that the Company will be a disregarded entity for federal tax purposes.

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

Members. (a) The mailing address A Person shall be admitted as a Member and shall become bound by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share and becomes the Record Holder of such Share in accordance with the provisions of Article III, Article IV and Article IX hereof. A Person may become a Record Holder without the consent or approval of any of the Members. A Person may not become a Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as without acquiring a member of the Company upon its execution of a counterpart signature page to this AgreementShare. (b) Subject The name and mailing address of each Member shall be listed on the books and records of the Company maintained for such purpose by the Company (or the Transfer Agent, if any). The Directors shall update the books and records of the Company from time to Section 9(jtime as necessary to reflect accurately the information therein (or shall cause the Investment Manager or the Transfer Agent to do so, as applicable), the Member may act by written consent. (c) Upon Except as otherwise provided in the occurrence Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any event such debt, obligation or liability of the Company solely by reason of being a Member. Members shall have the same limitation of personal liability as is extended to shareholders of a private corporation for profit incorporated in the State of Delaware, to the extent that causes such limitation of liability is greater than the limitation of liability specifically provided herein. (d) Unless otherwise provided herein (including, without limitation, in connection with any redemption or repurchase pursuant to Article IV or enforcement of the transfer and ownership restrictions contained in Article XIV), Members may not be expelled from or removed as Members of the Company. Except in connection with any repurchase offer pursuant to Section 4.5, Members shall not have any right to resign from the Company; provided, that when a transferee of a Member’s Shares becomes a Record Holder of such Shares, such transferring Member to shall cease to be a member Member of the Company with respect to the Shares so transferred. (other than e) Except to the extent expressly provided in this Agreement (including any Share Designation): (i) upon an assignment by no Member shall be entitled to the Member of all withdrawal or return of its limited liability company interest in Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution or termination of the Company may be considered as such by law and then only to the admission of the transferee pursuant to Sections 21 and 23, or extent provided for in this Agreement; (ii) the resignation no Member holding any Class or series, if any, of the Member and the admission of an additional member any Shares of the Company pursuant shall have priority over any other Member holding the same Class or series of Shares either as to Sections 22 and 23)the return of Capital Contributions or as to distributions, each person acting subject to the distinctions permitted among Classes of the same series as an Independent Director pursuant to Section 10 shallestablished by the Board, without any action of any Person and simultaneously consistent with the Member ceasing to be a member requirements of the Company, automatically Investment Company Act; (iii) no interest shall be admitted to paid by the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless on Capital Contributions; and (iiv) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement, and (ii) such successor has also accepted its appointment as Independent Director pursuant to Section 10; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special such, shall participate in the operation or management of the business of the Company, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (f) Except as may be otherwise agreed between the Company, on the one hand, and a Member, on the other hand, any Member shall be entitled to and may not bind have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Except as required by Neither the Company nor any mandatory provision of the Act, each Special Member, in its capacity as Special Member, other Members shall have no right to vote on, approve any rights by virtue of this Agreement in any such business interests or otherwise consent to activities of any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person acting as an Independent Director pursuant to Section 10 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company. (d) The Member intends that the Company will be a disregarded entity for federal tax purposes.

Members. (a) The mailing address A Person shall be admitted as a Member and shall become bound by the terms of this Agreement when such Person purchases or otherwise lawfully acquires any Share and becomes the Record Holder of such Share in accordance with the provisions of this Agreement, without execution of this Agreement. A Person may become a Record Holder without the consent or approval of any of the Members. A Person may not become a Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as without acquiring a member of the Company upon its execution of a counterpart signature page to this AgreementShare. (b) Subject The name and mailing address of each Member shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. The Secretary of the Company shall update the books and records of the Company from time to Section 9(jtime as necessary to reflect accurately the information contained therein (or shall cause the Transfer Agent to do so, as applicable), the Member may act by written consent. (c) Upon Except as otherwise provided in the occurrence Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any event such debt, obligation or liability of the Company solely by reason of being a Member. (d) Subject to Articles X and XI, Members may not be expelled from or removed as Members. Members shall not have any right to withdraw from the Company; provided, that causes the when a transferee of a Member’s Shares becomes a Record Holder of such Shares, such transferring Member to shall cease to be a member of the Company with respect to the Shares so transferred. (other than e) Except to the extent expressly provided in this Agreement (including any Share Designation), (i) no Member shall be entitled to the withdrawal or return of any capital contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon an assignment by the Member dissolution of all of its limited liability company interest in the Company may be considered as such by Law and then only to the admission of the transferee pursuant to Sections 21 and 23, or extent provided for in this Agreement; (ii) the resignation of the no Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person acting shall have priority over any other Member either as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement, and (ii) such successor has also accepted its appointment as Independent Director pursuant to Section 10; provided, however, the Special Members shall automatically cease to be members return of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions or as to distributions; (iii) no interest shall be paid by the Company on any capital contributions; and shall not receive a limited liability company interest in the Company. A Special (iv) no Member, in its capacity as Special Membersuch, may not shall participate in the operation, management or control of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (f) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company. Except as required by , including business interests and activities in direct competition with the Company Group, and none of the same shall constitute a breach of this Agreement or any mandatory duty (including fiduciary duties) otherwise existing at Law, in equity or otherwise to the Company or any Member; provided, that this Section 3.1(f) shall not excuse a breach of any provision of this Agreement binding upon a Person, or limit or otherwise modify any duties (including fiduciary duties) owed by a Person at law, in equity or otherwise (including by contract) to the Act, each Special Company or any Member, in its each case, arising other than from such Person’s capacity as Special a Member, . Neither the Company nor any of the other Members shall have no right to vote on, approve any rights by virtue of this Agreement in any such business interests or otherwise consent to activities of any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person acting as an Independent Director pursuant to Section 10 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company. (d) The Member intends that the Company will be a disregarded entity for federal tax purposes.

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

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

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

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

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was A Person shall be admitted to the Company as a member Member and shall become bound by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share and becomes the Company upon its execution Record Holder of such Share in accordance with the provisions of this Article III. A Person may become a Record Holder and, thus, a Member, without the consent or approval of any other Member. A Person may not become a Member without becoming a Record Holder of a counterpart signature page to this AgreementShare. (b) Subject The name and mailing address of each Record Holder shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. The Secretary of the Company shall update the books and records of the Company from time to Section 9(jtime as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable), the Member may act by written consent. (c) Upon Except as otherwise provided in the occurrence Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member shall be obligated personally for any event such debt, obligation or liability of the Company solely by reason of being a Member. (d) Subject to Articles XIII and XIV, Members may not be expelled from or removed as Members. Members shall not have any right to withdraw from the Company; provided, that causes the when a transferee of a Member’s Shares becomes a Record Holder of such Shares, such transferring Member to shall cease to be a member Member with respect to the Shares so transferred. (e) Except to the extent expressly provided in this Agreement (including any Share Designation): (i) no Member shall be entitled to the withdrawal or return of its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company (other than (i) upon an assignment may be considered as such by Law and then only to the Member of all of its limited liability company interest extent provided for in the Company and the admission of the transferee pursuant to Sections 21 and 23, or this Agreement; (ii) the resignation of the except as otherwise expressly provided in this Agreement or with respect to a Share Designation, no Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person acting shall have priority over any other Member either as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company return of Capital Contributions or as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement, and (ii) such successor has also accepted its appointment as Independent Director pursuant to Section 10; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of or Dividends; (iii) no interest shall be paid by the Company on Capital Contributions; and has (iv) no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Membersuch, may not shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company. Except as required , by any mandatory provision reason of the Act, each Special being a Member. (f) Any Member, in its capacity as Special Memberincluding, for the avoidance of doubt, the Sponsor Group, shall be entitled to and may have no right business interests and engage in business activities in addition to vote on, approve or otherwise consent those relating to any action by, or matter relating to, the Company, includingincluding business interests and activities in direct competition with the Company Group, without limitation, the merger, consolidation or conversion and none of the Companysame shall constitute a breach of this Agreement or any duty (including fiduciary duties) otherwise existing at law, in equity or otherwise to any Group Member or Member. In order to implement the admission to Neither the Company of each Special Member, each person acting as an Independent Director pursuant to Section 10 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member nor any of the Companyother Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member. (d) The Member intends that the Company will be a disregarded entity for federal tax purposes.

Members. (a) The mailing address Upon the execution of this Agreement, (i) the Oaktree Member, as the sole holder of the Class B Units, shall continue to be a Member is set forth on Schedule of the Company, (ii) the Persons holding Series A Preferred Units shall continue to be Members of the Company, (iii) the Persons holding Series B attached heretoPreferred Units shall continue to be Members of the Company, and (iv) the Brookfield Member, as the sole holder of the Class A Units, shall continue to be a Member of the Company. The Member was In the case of Preferred Units, from and after the date of this Agreement, a Person shall be admitted to the Company as a member Member and shall become bound by the terms of this Agreement when such Person purchases or otherwise lawfully acquires a Preferred Unit and becomes the Record Holder of such Preferred Unit, with or without execution of this Agreement. A Person may become a Record Holder of a Preferred Unit without the consent or approval of any of the Company upon its execution Members. No other Person may become a Record Holder of Common Units, except as provided in Section 3.5(h). A Person may not become a counterpart signature page to this AgreementMember without acquiring a Unit. (b) Subject The name and mailing address of each Member shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. The Company shall update the books and records from time to Section 9(jtime as necessary to reflect accurately the information contained therein (or shall cause the Transfer Agent to do so, as applicable), the Member may act by written consent. (c) Upon Except as otherwise provided in the occurrence Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any event such debt, obligation or liability of the Company solely by reason of being a Member of the Company. (d) Subject to Articles XI and XIII, and except as provided in Sections 3.6, 3.9 and 3.13, Members may not be expelled from or removed as members of the Company. Members shall not have any right to resign from the Company; provided, that causes the when a transferee of a Member’s Unit becomes a Record Holder of such Unit in a permitted transfer, such transferring Member to shall cease to be a member of the Company solely with respect to the Unit so transferred. (other than e) Except to the extent expressly provided in this Agreement (including any Unit Designation): (i) upon an assignment by no Member shall be entitled to the Member of all withdrawal or return of its limited liability company interest in Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by Law and then only to the admission of the transferee pursuant to Sections 21 and 23, or extent provided for in this Agreement; (ii) the resignation of the no Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person acting shall have priority over any other Member either as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company return of Capital Contributions or as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement, and (ii) such successor has also accepted its appointment as Independent Director pursuant to Section 10; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and has (iv) no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Membersuch, shall have no right to vote on, approve participate in the operation or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion management of the Company. In order ’s business, transact any business in the Company’s name or have the power to implement the admission to the Company of each Special Member, each person acting as an Independent Director pursuant to Section 10 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member of sign documents for or otherwise bind the Company. (df) The Any Member intends that shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company will be Group, and none of the same shall constitute a disregarded entity for federal tax purposesbreach of this Agreement or any duty (including fiduciary duties) otherwise existing at law, in equity or otherwise to any Group Member or Member; provided, that this Section 3.1(f) shall not excuse a breach of any provision of this Agreement binding upon a Person, or limit or otherwise modify any duties (including fiduciary duties) owed by a Person at law, in equity or otherwise (including by contract) to the Company or its Affiliates, in each case arising other than from such Person’s capacity as a Member. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

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

Members. (a) The mailing address A Person shall be admitted as a Member and shall become bound by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share and becomes the Record Holder of such Share in accordance with the provisions of Article III, Article IV and ‎Article IX hereof. A Person may become a Record Holder without the consent or approval of any of the Members. A Person may not become a Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as without acquiring a member of the Company upon its execution of a counterpart signature page to this AgreementShare. (b) Subject The name and mailing address of each Member shall be listed on the books and records of the Company maintained for such purpose by the Company (or the Transfer Agent, if any). The Directors shall update the books and records of the Company from time to Section 9(jtime as necessary to reflect accurately the information therein (or shall cause the Investment Manager or the Transfer Agent to do so, as applicable), the Member may act by written consent. (c) Upon Except as otherwise provided in the occurrence Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any event such debt, obligation or liability of the Company solely by reason of being a Member. Members shall have the same limitation of personal liability as is extended to shareholders of a private corporation for profit incorporated in the State of Delaware, to the extent that causes such limitation of liability is greater than the limitation of liability specifically provided herein. (d) Unless otherwise provided herein (including, without limitation, in connection with any redemption or repurchase pursuant to Article IV or enforcement of the transfer and ownership restrictions contained in Article XIV), Members may not be expelled from or removed as Members of the Company. Except in connection with any repurchase offer pursuant to Section 4.5, Members shall not have any right to resign from the Company; provided, that when a transferee of a Member’s Shares becomes a Record Holder of such Shares, such transferring Member to shall cease to be a member Member of the Company with respect to the Shares so transferred. (other than e) Except to the extent expressly provided in this Agreement (including any Share Designation): (i) upon an assignment by no Member shall be entitled to the Member of all withdrawal or return of its limited liability company interest in Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution or termination of the Company may be considered as such by law and then only to the admission of the transferee pursuant to Sections 21 and 23, or extent provided for in this Agreement; (ii) the resignation no Member holding any Class or series, if any, of the Member and the admission of an additional member any Shares of the Company pursuant shall have priority over any other Member holding the same Class or series of Shares either as to Sections 22 and 23)the return of Capital Contributions or as to distributions, each person acting subject to the distinctions permitted among Classes of the same series as an Independent Director pursuant to Section 10 shallestablished by the Board, without any action of any Person and simultaneously consistent with the Member ceasing to be a member requirements of the Company, automatically Investment Company Act; (iii) no interest shall be admitted to paid by the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless on Capital Contributions; and (iiv) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement, and (ii) such successor has also accepted its appointment as Independent Director pursuant to Section 10; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special such, shall participate in the operation or management of the business of the Company, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (f) Except as may be otherwise agreed between the Company, on the one hand, and a Member, on the other hand, any Member shall be entitled to and may not bind have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Except as required by Neither the Company nor any mandatory provision of the Act, each Special Member, in its capacity as Special Member, other Members shall have no right to vote on, approve any rights by virtue of this Agreement in any such business interests or otherwise consent to activities of any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person acting as an Independent Director pursuant to Section 10 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company. (d) The Member intends that the Company will be a disregarded entity for federal tax purposes.

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

Members. (a) The mailing address A Person shall be admitted as a Member and shall become bound by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Units and becomes the Record Holder of such Unit in accordance with the provisions of Article III and Article IV hereof. A Person may become a Record Holder without the consent or approval of any of the Members. A Person may not become a Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as without acquiring a member of the Company upon its execution of a counterpart signature page to this AgreementUnit. (b) Subject The name and mailing address of each Member shall be listed on the books and records of the Company maintained for such purpose by the Company (or the Transfer Agent, if any). The Manager shall update the books and records of the Company from time to Section 9(jtime as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable), the Member may act by written consent. (c) Upon Except as otherwise provided in the occurrence Nevada Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any event such debt, obligation or liability of the Company solely by reason of being a Member. (d) Unless otherwise provided herein (including, without limitation, in connection with any redemption or repurchase pursuant to Article IV), Members may not be expelled from or removed as Members of the Company. Except in connection with any Redemption Plan established pursuant to Section 4.6, Members shall not have any right to resign from the Company; provided, that causes the when a transferee of a Member’s Units becomes a Record Holder of such Units, such transferring Member to shall cease to be a member Member of the Company with respect to the Units so transferred. (other than e) Except to the extent expressly provided in this Agreement (including any Unit Designation): (i) upon an assignment by no Member shall be entitled to the Member of all withdrawal or return of its limited liability company interest in Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution or termination of the Company may be considered as such by law and then only to the admission of the transferee pursuant to Sections 21 and 23, or extent provided for in this Agreement; (ii) the resignation no Member holding any class or series, if any, of the Member and the admission of an additional member any Units of the Company pursuant to Sections 22 and 23), each person acting shall have priority over any other Member holding the same class or series of Units either as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company return of Capital Contributions or as a Special Member and to distributions; (iii) no interest shall continue be paid by the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement, on Capital Contributions; and (iiiv) such successor has also accepted its appointment as Independent Director pursuant to Section 10; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special such, shall participate in the operation or management of the business of the Company, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (f) Except as may be otherwise agreed between the Company, on the one hand, and a Member, on the other hand, any Member shall be entitled to and may not bind have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Except as required by Neither the Company nor any mandatory provision of the Act, each Special Member, in its capacity as Special Member, other Members shall have no right to vote on, approve any rights by virtue of this Agreement in any such business interests or otherwise consent to activities of any action by, or matter relating toMember. (g) For the avoidance of doubt, the Company, including, without limitation, Manager is not a Member of the merger, consolidation or conversion Company by virtue of its position as “Manager” of the Company. In order The Manager will generally not be entitled to implement the admission vote on matters submitted to the Company Members, and will not have any distribution, redemption, conversion or liquidation rights by virtue of each Special Member, each person acting its status as an Independent Director pursuant to Section 10 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member of the CompanyManager. (d) The Member intends that the Company will be a disregarded entity for federal tax purposes.

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

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

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

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

Members. (a) The mailing address A Person shall be admitted as a Member and shall become bound by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share and becomes the Record Holder of such Share in accordance with the provisions of this Agreement. A Person may become a Record Holder without the consent or approval of any of the Members. A Person may not become a Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as without acquiring a member of the Company upon its execution of a counterpart signature page to this AgreementShare. (b) Subject The name and mailing address of each Member shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. The Secretary of the Company shall update the books and records of the Company from time to Section 9(jtime as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest Except as otherwise provided in the Company Act, the Debts, obligations and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person acting as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member liabilities of the Company, automatically whether arising in contract, tort or otherwise, shall be admitted to solely the Company as a Special Member Debts, obligations and shall continue liabilities of the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this AgreementCompany, and (ii) such successor has also accepted its appointment as Independent Director pursuant to Section 10; provided, however, the Special Members shall automatically cease to not be members obligated personally for any such Debt, obligation or liability of the Company upon the admission to the Company solely by reason of being a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person acting as an Independent Director pursuant to Section 10 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company. (d) The Subject to Articles IX and X, Members may not be expelled from or removed as Members of the Company. Members shall not have any right to resign from the Company; provided, that when a transferee of a Member’s Shares becomes a Record Holder of such Shares, such transferring Member intends that shall cease to be a Member of the Company will with respect to the Shares so transferred. (e) Except to the extent expressly provided in this Agreement: (i) no Member shall be entitled to the withdrawal or return of its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no interest shall be paid by the Company on Capital Contributions; and (iii) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a disregarded entity for federal tax purposesMember. (f) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

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

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

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

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

Members. (a) The mailing address A Person shall be admitted as a Member and shall become bound by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share and becomes the Record Holder of such Share in accordance with the provisions of Article III, Article IV and Article XIII hereof. A Person may become a Record Holder without the consent or approval of any of the Members. A Person may not become a Member is set forth on Schedule B attached heretowithout acquiring a Share. The Member was admitted to the Company as a member of the Company upon Upon its execution of a counterpart signature page to this Agreement. (b) Subject to Section 9(j), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person acting as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement, and (ii) such successor has also accepted its appointment RM Sponsor hereby continues as Independent Director pursuant to Section 10; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person acting as an Independent Director pursuant to Section 10 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company. (b) The name and mailing address of each Member shall be listed on the books and records of the Company maintained for such purpose by the Company (or the Transfer Agent, if any). The Manager shall update the books and records of the Company from time to time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable). (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and neither the Members nor the Manager shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member or manager of the Company. (d) The Unless otherwise provided herein (including, without limitation, in connection with any redemption or repurchase pursuant to Article IV or enforcement of the transfer and ownership restrictions contained in Article XIII), Members may not be expelled from or removed as Members of the Company. Except in connection with any Redemption Plan established pursuant to Section 4.6, Members shall not have any right to resign from the Company; provided, that when a transferee of a Member’s Shares becomes a Record Holder of such Shares, such transferring Member intends that shall cease to be a Member of the Company with respect to the Shares so transferred. (e) Except to the extent expressly provided in this Agreement (including any Share Designation): (i) no Member shall be entitled to the withdrawal or return of its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution and winding up of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member holding any class or series, if any, of any Shares of the Company shall have priority over any other Member holding the same class or series of Shares either as to the return of Capital Contributions or as to distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the business of the Company, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (f) Notwithstanding any duty otherwise existing at law or in equity, except as may be otherwise agreed between the Company, on the one hand, and a Member, on the other hand, any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member. (g) For the avoidance of doubt, the Manager is not a Member of the Company by virtue of its position as “Manager” of the Company. The Manager will generally not be a disregarded entity for federal tax purposesentitled to vote on matters submitted to the Members, and will not have any distribution, redemption, conversion or liquidation rights by virtue of its status as Manager.

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

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

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

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

Members. (a) The mailing address In connection with the consummation of the transactions contemplated by the Merger Agreement, each Person who was a Member of the Company pursuant to the Fourth Amended Agreement (other than the Oaktree Member, holders of the Series A Preferred Units and holders of the Series B Preferred Units) ceased to be a Member as a result of, in the case of holders of Class A Units, the cancellation of their Class A Units in exchange for the Merger Consideration, and, in the case of holders of Restricted Units, the exchange of such Restricted Units for an equivalent number of Former Oaktree Units (as defined in the Exchange Agreement) as contemplated by the Merger Agreement. Upon the execution of this Agreement, (i) the Oaktree Member, as the sole holder of the Class B Units, shall continue to be a Member of the Company, (ii) the Persons holding Series A Preferred Units shall continue to be Members of the Company, (iii) the Persons holding Series B Preferred Units shall continue to be Members of the Company, and (iv) the Brookfield Member is set forth on Schedule B attached hereto. The hereby admitted as a Member was admitted to of the Company as a member holder of Class A Units. In the case of Preferred Units, from and after the date of this Agreement, a Person shall be admitted as a Member and shall become bound by the terms of this Agreement when such Person purchases or otherwise lawfully acquires a Preferred Unit and becomes the Record Holder of such Preferred Unit, with or without execution of this Agreement. A Person may become a Record Holder of a Preferred Unit without the consent or approval of any of the Company upon its execution Members. No other Person may become a Record Holder of Common Units, except as provided in Section 3.5(h). A Person may not become a counterpart signature page to this AgreementMember without acquiring a Unit. (b) Subject The name and mailing address of each Member shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. The Company shall update the books and records from time to Section 9(jtime as necessary to reflect accurately the information contained therein (or shall cause the Transfer Agent to do so, as applicable), the Member may act by written consent. (c) Upon Except as otherwise provided in the occurrence Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any event such debt, obligation or liability of the Company solely by reason of being a Member of the Company. (d) Subject to Articles XI and XIII, and except as provided in Sections 3.6, 3.9 and 3.13, Members may not be expelled from or removed as members of the Company. Members shall not have any right to resign from the Company; provided, that causes the when a transferee of a Member’s Unit becomes a Record Holder of such Unit in a permitted transfer, such transferring Member to shall cease to be a member of the Company solely with respect to the Unit so transferred. (other than e) Except to the extent expressly provided in this Agreement (including any Unit Designation): (i) upon an assignment by no Member shall be entitled to the Member of all withdrawal or return of its limited liability company interest in Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by Law and then only to the admission of the transferee pursuant to Sections 21 and 23, or extent provided for in this Agreement; (ii) the resignation of the no Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person acting shall have priority over any other Member either as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company return of Capital Contributions or as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement, and (ii) such successor has also accepted its appointment as Independent Director pursuant to Section 10; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and has (iv) no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Membersuch, shall have no right to vote on, approve participate in the operation or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion management of the Company. In order ’s business, transact any business in the Company’s name or have the power to implement the admission to the Company of each Special Member, each person acting as an Independent Director pursuant to Section 10 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member of sign documents for or otherwise bind the Company. (df) The Any Member intends that shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company will be Group, and none of the same shall constitute a disregarded entity for federal tax purposesbreach of this Agreement or any duty (including fiduciary duties) otherwise existing at law, in equity or otherwise to any Group Member or Member; provided, that this Section 3.1(f) shall not excuse a breach of any provision of this Agreement binding upon a Person, or limit or otherwise modify any duties (including fiduciary duties) owed by a Person at law, in equity or otherwise (including by contract) to the Company or its Affiliates, in each case arising other than from such Person’s capacity as a Member. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

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

Members. (a) Bayview Lending Group LLC is admitted to the Company as the initial Member effective as of the date of this Agreement. The mailing address of the initial Member is set forth on Schedule B attached hereto. The Member was Each additional Member, if any, will be admitted to the Company as a member of the Company Member upon its execution of a counterpart signature page to this Agreement. Upon the admission of any such Member, Schedule B shall be amended to reflect the mailing address of each such Member. (b) The membership interests of the Company shall be referred to as the “Interests.” The number of Interests outstanding as of the date hereof after giving effect to the capital contributions to be made on this date (if any) is set forth on Schedule B. Subject to the terms of this Agreement regarding transfers of Interests, additional Interests may only be issued with the approval of all of the current Members. If there is more than one Member, Interests may be transferred or re-allocated among the Members from time to time as agreed by those Members participating in such transfer or re-allocation to give effect to any additional capital contribution made in accordance with Section 14. Upon any such transfer or re-allocation, the Manager shall amend Schedule B to reflect such transfer or re-allocation. (c) Subject to Section 9(j9(e), the each Member may act by written consent. (cd) Upon Notwithstanding any provision of this Agreement to the contrary and only upon the occurrence of any event that causes the last remaining Member to cease to be a member Member of the Company (other than (i) upon an assignment by the such Member of all of its limited liability company interest in the Company and the admission of the a transferee pursuant to Sections 21 and 23, or (ii) the resignation of the such Member and the admission of an additional member Member of the Company pursuant to Sections 22 and 23), each person (a) the Person acting as an the Independent Director Manager pursuant to Section 10 shall, without any action of any Person and simultaneously with the such Member ceasing to be a member Member of the Company, automatically be admitted to the Company as a the Special Member Member, and shall continue the Company without dissolution, and (b) the personal representative of such Member is hereby authorized to, and shall, to the fullest extent permitted by law, within 90 days after the occurrence of the event that terminated the continued membership of such Member in the Company, appoint a Person as a substitute Member. No Special Member may resign from the Company or transfer its rights as the Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member Member, in accordance with the requirements of Delaware law, by executing a counterpart to this Agreement, and (ii) such successor has also accepted its appointment as the Independent Director Manager pursuant to Section 10; provided, however, the Special Members Member shall automatically cease to be members a Member of the Company upon the admission to the Company of a substitute MemberMember as contemplated hereby. Each The Special Member shall be a member Member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 301(d) of the Act, a the Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A The Special Member, in its capacity as the Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each the Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each the Special MemberMember pursuant to this Section 5(d), each person the Person acting as an the Independent Director Manager pursuant to Section 10 shall execute a counterpart to this Agreement. Prior to its admission to the Company as the Special Member, each person the Person acting as an the Independent Director Manager pursuant to Section 10 shall not be a member Member of the Company. (de) The Member intends that Members, in their capacities as Members of the Company will be a disregarded entity for federal tax purposesCompany, may not bind the Company.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Members. (a) The mailing address Upon the execution of the Member is set forth on Schedule B attached hereto. The Member this Agreement, each Person who was admitted to the Company as a member of the Company upon its pursuant to the Original Operating Agreement shall continue to be a member of the Company. A Person shall be admitted as a Member and shall become bound by the terms of this Agreement when such Person purchases or otherwise lawfully acquires any Unit and becomes the Record Holder of such Unit in accordance with the provisions of this Agreement, with or without execution of a counterpart signature page to this Agreement. A Person may become a Record Holder without the consent or approval of any of the Members. A Person may not become a Member without acquiring a Unit. (b) Subject The name and mailing address of each Member shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. The Company shall update, or shall cause the Transfer Agent to Section 9(j)update, the Member may act by written consentbooks and records of the Company from time to time as necessary to reflect accurately the information contained therein. (c) Upon Except as otherwise provided in the occurrence Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any event such debt, obligation or liability of the Company solely by reason of being a Member of the Company. (d) Subject to Section 3.12 and Article X, Members may not be expelled from or removed as Members. Members shall not have any right to withdraw from the Company; provided, that causes the when a transferee of a Member’s Units becomes a Record Holder of such Units, such transferring Member to shall cease to be a member of the Company with respect to the Units so Transferred. (other than e) Except to the extent expressly provided in this Agreement (including Section 4.2(a), Section 4.4 and the terms of any Unit Designation): (i) no Member shall be entitled to the withdrawal or return of any Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon an assignment by the Member dissolution of all of its limited liability company interest in the Company may be considered as such by applicable law and then only to the admission of the transferee pursuant to Sections 21 and 23, or extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person acting as an Independent Director pursuant to Section 10 shall, without any action return of any Person and simultaneously with the Member ceasing Capital Contributions or as to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement, and (ii) such successor has also accepted its appointment as Independent Director pursuant to Section 10; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of or distributions; (iii) no interest shall be paid by the Company on any Capital Contributions; and has (iv) no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Membersuch, may not shall participate in the operation, management or control of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company. Except as required Company by any mandatory provision reason of the Act, each Special being a Member, . (f) Any Member shall be entitled to and may have business interests and engage in its capacity as Special Member, shall have no right business activities in addition to vote on, approve or otherwise consent those relating to any action by, or matter relating to, the Company, including, without limitation, including business interests and activities in direct competition with the merger, consolidation or conversion members of the Company. In order Company Group or their respective Affiliates, and none of the same shall constitute a breach of this Agreement or any duty (including fiduciary duties) otherwise existing at law, in equity or otherwise to implement the admission to the Company of each Special Member, each person acting as an Independent Director pursuant to Section 10 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a any member of the Company. Company Group, their respective Affiliates or any other Member; provided, that this Section 3.1(f) shall not excuse a breach of any provision of this Agreement binding upon a Person, or limit or otherwise modify any duties (dincluding fiduciary duties) The Member intends that owed by a Person at law, in equity or otherwise (including by contract) to any member of the Company will be Group or their respective Affiliates, in each case arising other than from such Person’s capacity as a disregarded entity for federal tax purposesMember. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

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

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

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

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

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

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

Members. (a) The mailing address Notwithstanding any provision in this Agreement to the contrary, upon the execution of this Agreement, automatically and without any further action of any other Person, as of the Member date hereof (i) _______________ is set forth on Schedule B attached hereto. The Member was hereby admitted to the Company as a member of the Company, and more specifically, as the Independent Member; (ii) the Original Independent Member shall cease to be a member of the Company; and (iii) other than the Sole Member and the Independent Member, there are no other Members of the Company upon its execution and no other Person has any right to take part in the ownership of a counterpart signature page to the Company. The Independent Member shall only have those rights and duties expressly set forth in this Agreement. (b) The Company shall have two classes of Members: Equity Members and one (1) special non-economic Member, consisting of the Independent Member. “Independent Member” means (x) a natural person selected by the Special General Partner at its sole discretion, who shall not have been at the time of such individual’s appointment as an Independent Member of the Company, does not thereafter become while serving as an Independent Member (except pursuant to this Section), and shall not have been at any time during the preceding five (5) years (i) a member of, or an officer or employee of, the Company or any of its members, subsidiaries or Affiliates, (ii) a member (other than as an Independent Member) of any member, subsidiary or Affiliate of the Company, (iii) a customer of, or supplier to, the Company or any of its members, subsidiaries or Affiliates, (iv) a Person who Controls any such member, supplier or customer, or (v) a member of the immediate family of any such member, officer, employee, supplier or customer or of any member of the Company (other than as an Independent Member). A natural person who otherwise satisfies the foregoing definition (other than clause (iii) of subsection (x) above) shall not be disqualified from serving as an Independent Member of the Company because such person is an independent member or manager of a “single purpose entity” affiliated with the Company that does not own a direct or indirect equity interest in the Company or any entity that is a co-borrower with the Company if such individual is an independent member or manager provided by a nationally-recognized company that provides professional independent members or managers. For purposes of this paragraph, a “single purpose entity” is an entity whose organizational documents contain restrictions on its activities substantially similar to those set forth in the definition of “Special Purpose Bankruptcy Remote Entity” in the Limited Partnership Agreement. As long as the Master Agreement remains in effect or any of the Obligations is outstanding, the Sole Member shall cause the Company to at all times have at least one (1) Independent Member who will be designated by the Special General Partner at its sole discretion and appointed by Sole Member. As of the Amendment Effective Date, the Independent Member shall be ___________________. The Independent Member shall execute a counterpart to this Agreement. To the fullest extent permitted by law, including Section 18-1101(c) of the Act and Section 17-1101(d) of the Delaware Revised Uniform Limited Partnership Act, the Independent Member shall consider only the interests of the Company or the Partnership, as applicable, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 7(c). Subject to this Section 9(j4(b), the an Independent Member may act only be removed, with or without cause, by the sole determination of the Special General Partner and notification of the Sole Member by the Special General Partner of such determination, whereupon the Sole Member shall remove the Independent Member. For the avoidance of doubt, neither the Sole Member nor any other member of the Company shall remove the Independent Member without the prior written consent. (c) consent of the Special General Partner. Upon the occurrence of any event that causes the any Independent Member to cease to be a member of the Company (other than (i) upon an assignment Company, a new Independent Member shall be designated by the Special General Partner at its sole discretion and appointed forthwith by Sole Member, and no decision stated in this Agreement as requiring the consent of an Independent Member of all of its limited liability company interest shall be taken in the Company and the admission of the transferee pursuant to Sections 21 and 23, interim period until a new Independent Member is so appointed. No resignation or (ii) the resignation of the Member and the admission removal of an additional member Independent Member, and no appointment of the Company pursuant to Sections 22 and 23)a successor Independent Member, each person acting shall be effective until such successor shall have been admitted as an Independent Director pursuant to Section 10 shallMember and accepted his or her appointment as Independent Member by a written instrument, without any action of any Person and simultaneously with the Member ceasing to which may be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart signature page to this Agreement, and (ii) such successor has also accepted its appointment as Independent Director pursuant to Section 10; provided, however, the Special Members shall automatically cease in which he or she agrees to be members bound by all of the Company upon the admission terms and conditions of this Agreement applicable to the Company of a substitute Independent Member. Each Special All right, power and authority of the Independent Member shall be a member limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement as being the responsibility of the Company that has Independent Member and no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Independent Member shall not be required have authority to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not otherwise bind the Company. Except as required by any mandatory provision provided in the seventh sentence of this Section 4(b), in exercising its rights and performing its duties under this Agreement, the Independent Member shall have fiduciary duties identical to those of a director of a business corporation organized under the General Corporation Law of the Act, each Special Member, State of Delaware. No Independent Member shall at any time serve as trustee in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to bankruptcy for any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person acting as an Independent Director pursuant to Section 10 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member Affiliate of the Company. (d) The Member intends that the Company will be a disregarded entity for federal tax purposes.

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

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

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

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

Members. (a) The mailing address A Person shall be admitted as a Member and shall become bound by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share and becomes the Record Holder of such Share in accordance with the provisions of Article III, Article IV and Article IX hereof. A Person may become a Record Holder without the consent or approval of any of the Members. A Person may not become a Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as without acquiring a member of the Company upon its execution of a counterpart signature page to this AgreementShare. (b) Subject The name and mailing address of each Member shall be listed on the books and records of the Company maintained for such purpose by the Company (or the Transfer Agent, if any). The Directors shall update the books and records of the Company from time to Section 9(jtime as necessary to reflect accurately the information therein (or shall cause the Investment Manager or the Transfer Agent to do so, as applicable), the Member may act by written consent. (c) Upon Except as otherwise provided in the occurrence Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort, or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member shall be obligated personally for any event such debt, obligation, or liability of the Company solely by reason of being a Member. Members shall have the same limitation of personal liability as is extended to shareholders of a private corporation for profit incorporated in the State of Delaware, to the extent that causes such limitation of liability is greater than the limitation of liability specifically provided herein. (d) Unless otherwise provided herein (including in connection with any redemption or repurchase pursuant to Article IV), Members may not be expelled from or removed as Members of the Company. Except in connection with any repurchase offer pursuant to Section 4.5, Members shall not have any right to resign or withdraw from the Company; provided, that when a transferee of a Member’s Shares becomes a Record Holder of such Shares, such transferring Member to shall cease to be a member Member of the Company with respect to the Shares so transferred. (other than e) Except to the extent expressly provided in this Agreement (including any Share Designation): (i) upon an assignment by no Member shall be entitled to the Member of all withdrawal or return of its limited liability company interest in Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution or termination of the Company may be considered as such by law and then only to the admission of the transferee pursuant to Sections 21 and 23, or extent provided for in this Agreement; (ii) the resignation no Member holding any Class or series, of the Member and the admission of an additional member any Shares of the Company pursuant shall have priority over any other Member holding the same Class or series of Shares either as to Sections 22 and 23)the return of Capital Contributions or as to distributions, each person acting subject to the distinctions permitted among Classes of the same series as an Independent Director pursuant to Section 10 shallestablished by the Board, without any action of any Person and simultaneously consistent with the Member ceasing to be a member requirements of the Company, automatically Investment Company Act; (iii) no interest shall be admitted to paid by the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless on Capital Contributions; and (iiv) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement, and (ii) such successor has also accepted its appointment as Independent Director pursuant to Section 10; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special such, shall participate in the management or operation the Company or its business, transact any business in the Company’s name or on behalf of the Company, or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (f) Except as may be otherwise agreed in writing between the Company, on the one hand, and such Member, on the other hand, a Member shall be entitled to and may not bind have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Except as required by Neither the Company nor any mandatory provision of the Act, each Special Member, in its capacity as Special Member, other Members shall have no right to vote on, approve any rights by virtue of this Agreement in any such business interests or otherwise consent to activities of any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person acting as an Independent Director pursuant to Section 10 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company. (d) The Member intends that the Company will be a disregarded entity for federal tax purposes.

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

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

Members. (a) The mailing address of the Member is Members are set forth on Schedule B attached hereto. The Member was Members were admitted to the Company as a member members of the Company upon its their execution of a counterpart signature page to this Agreement. (b) Subject to Section 9(j), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member The membership interests of the Company (other than shall be represented by two classes of securities, which shall consist of: (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person acting as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this AgreementClass A Interests, and (ii) such successor has also accepted its appointment Class B Interests. The Class A Interests and the Class B Interests are collectively referred to as Independent Director pursuant the “Interests.” The number of each class of Interests outstanding as of the date hereof after giving effect to Section 10; provided, however, the Special Members shall automatically cease Capital Contributions to be members of the Company upon the admission to the Company made on this date (if any) are set forth on Schedule B. Any holder of a substitute Class A Interest becomes a Class A Member upon its admission as a Member. Each Special Any holder of a Class B Interest becomes a Class B Member upon its admission as a Member. The Class B Member shall be a member Member of the Company that has no interest in the profits, losses losses, and capital of the Company Company, and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 301(d) of the Act, a Special the Class B Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the ActAct and as specifically provided in this Agreement, each Special the Class B Member, in its capacity as Special Class B Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order . (c) Subject to implement Section 9(e), the Members may act by written consent. (d) Upon the occurrence of any event that causes the Class A Member to cease to be a Member of the Company (other than (i) upon an assignment by the Class A Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Class A Member and the admission of an additional member of the Company of each Special Member, each person acting as an Independent Director pursuant to Section 10 Sections 22 and 23), the Class B Member shall execute a counterpart to this Agreement. Prior to its admission to continue the Company without dissolution. (e) The Members, in their capacity as Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company, may not bind the Company. (d) The Member intends that the Company will be a disregarded entity for federal tax purposes.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to this Agreement8▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇-▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇. (b) Subject to Section 9(j), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person acting as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement, and (ii) such successor has also accepted its appointment as Independent Director pursuant to Section 10; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person acting as an Independent Director pursuant to Section 10 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company. (d) The Member intends that the Company will be a disregarded entity for federal tax purposes.

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

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

Members. (a) The mailing address A Person shall be admitted as a Member and shall become bound by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share and becomes the Record Holder of such Share in accordance with the provisions of Article III, Article IV and Article XIII hereof. A Person may become a Record Holder without the consent or approval of any of the Members. A Person may not become a Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as without acquiring a member of the Company upon its execution of a counterpart signature page to this AgreementShare. (b) Subject The name and mailing address of each Member shall be listed on the books and records of the Company maintained for such purpose by the Company (or the Transfer Agent, if any). The Manager shall update the books and records of the Company from time to Section 9(jtime as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable), the Member may act by written consent. (c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest Except as otherwise provided in the Company Delaware Act, the debts, obligations and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each person acting as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member liabilities of the Company, automatically whether arising in contract, tort or otherwise, shall be admitted to solely the Company as a Special Member debts, obligations and shall continue liabilities of the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this AgreementCompany, and (ii) neither the Members nor the Manager shall be obligated personally for any such successor has also accepted its appointment as Independent Director pursuant to Section 10; provideddebt, however, the Special Members shall automatically cease to be members obligation or liability of the Company upon the admission to the Company solely by reason of a substitute Member. Each Special Member shall be being a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person acting as an Independent Director pursuant to Section 10 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member manager of the Company. (d) The Unless otherwise provided herein (including, without limitation, in connection with any redemption or repurchase pursuant to Article IV or enforcement of the transfer and ownership restrictions contained in Article XIII), Members may not be expelled from or removed as Members of the Company. Except in connection with any Redemption Plan established pursuant to Section 4.6, Members shall not have any right to resign from the Company; provided, that when a transferee of a Member’s Shares becomes a Record Holder of such Shares, such transferring Member intends that shall cease to be a Member of the Company with respect to the Shares so transferred. (e) Except to the extent expressly provided in this Agreement (including any Share Designation): (i) no Member shall be entitled to the withdrawal or return of its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution or termination of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member holding any class or series, if any, of any Shares of the Company shall have priority over any other Member holding the same class or series of Shares either as to the return of Capital Contributions or as to distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the business of the Company, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (f) Except as may be otherwise agreed between the Company, on the one hand, and a Member, on the other hand, any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member. (g) For the avoidance of doubt, the Manager is not a Member of the Company by virtue of its position as “Manager” of the Company. The Manager will generally not be a disregarded entity for federal tax purposesentitled to vote on matters submitted to the Members, and will not have any distribution, redemption, conversion or liquidation rights by virtue of its status as Manager.

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