Common use of Special Member Clause in Contracts

Special Member. 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, or (ii) the resignation of the Member and the admission of an additional member of the Company, (a “Member Cessation Event”)), Springing Member 1 shall, without any action of any Person and simultaneously with the Member Cessation 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 a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement. The Special Member shall automatically cease to be a member of the Company upon the admission to the Company of a substitute member. 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, 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 the Special Member, each 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, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx shall be a member of the Company. The Company shall at all times have a Springing Member 1 and Springing Member 2. No resignation or removal of either Springing Member 1 or Springing Member 2, 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 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.

Special Member. 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 (ia) upon an assignment by the Member of all of its limited liability company interest in the Company Percentage Interest and the admission of the transfereetransferee pursuant to Sections 7.3(a) and 7.3(c), or (iib) the resignation of the Member and the admission of an additional member of the Company, (a “Member Cessation Event”Company pursuant to Sections 7.3(b) and 7.3(c)), Springing Member 1 each person acting as an Independent Manager pursuant to Section 4.3 shall, without any action of any Person and simultaneously with the Member Cessation Eventceasing 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. The , and (ii) such successor has also accepted its appointment as Independent Manager pursuant to Section 4.2; provided, however, the Special Member shall automatically cease to be a member of the Company upon the admission to the Company of a substitute memberMember. The 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, a 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 the each Special Member, each of Springing Member 1 and Springing Member 2 Independent Manager shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx each Independent Manager shall not be a member of the Company. The Company shall at all times have a Springing Member 1 and Springing Member 2. No resignation or removal of either Springing Member 1 or Springing Member 2, 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 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.

Special Member. 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 (ia) upon an assignment by the Member of all of its limited liability company interest in the Company Percentage Interest and the admission of the transfereetransferee pursuant to Sections 7.3(a) and 7.3(c), or (iib) the resignation of the Member and the admission of an additional member of the Company, (a “Member Cessation Event”Company pursuant to Sections 7.3(b) and 7.3(c)), Springing Member 1 each person acting as an Independent Manager pursuant to Section 4.3 shall, without any action of any Person and simultaneously with the Member Cessation Eventceasing 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. The , and (ii) such successor has also accepted its appointment as Independent Manager pursuant to Section 4.2; provided, however, the Special Member shall automatically cease to be a member of the Company upon the admission to the Company of a substitute memberMember. The 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, a 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 the each Special Member, each of Springing Member 1 and Springing Member 2 Person acting as an Independent Manager pursuant to Section 4.3 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx each Person acting as an Independent Manager pursuant to Section 4.3 shall not be a member of the Company. The Company shall at all times have a Springing Member 1 and Springing Member 2. No resignation or removal of either Springing Member 1 or Springing Member 2, 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 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.

Special Member. Upon On the occurrence of any event that causes the Member to cease to be a member of the Company (other than (ia) upon on an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee, assignee under Section 3.5 or (iib) the resignation of the Member and the admission of an additional member of the Company, (a “Member Cessation Event”)Company under Section 3.5), Springing Member 1 shall, without any action of any Person and simultaneously with the Member Cessation Event, each Independent Manager will automatically be admitted to the Company as a Special Member and shall will 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 a Special Member. Each Special Member unless a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement. The Special Member shall will automatically cease to be a member of the Company upon the admission to the Company of a Substitute Member, but will continue to be an Independent Manager. On the occurrence of any event that causes the last remaining Member to cease to be a member of the Company, the personal representative of the Member is authorized to, and will, within 90 days after the occurrence of the event that terminated the continued membership of the Member in the Company, appoint a Person as a substitute membermember of the Company (a “Substitute Member”). The Each Special Member shall will 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 the Company’s assets. Pursuant to Under Section 18-301 of the Act, a Special Member shall will not be required to make any capital contributions to the Company and shall will not receive a limited liability company interest in the Company. A Special Member, in its capacity as a Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, a Special Member, in its capacity as a Special Member, shall have has 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 To implement the admission to the Company of the each Special Member, each of Springing Member 1 and Springing Member 2 shall Independent Manager will execute a counterpart to this Agreement. Prior to Before its admission to the Company as Special Member, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx shall no Independent Manager will be a member of the Company. The Company shall at all times have a Springing Member 1 and Springing Member 2. No resignation or removal of either Springing Member 1 or Springing Member 2, 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 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.

Special Member. 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 in the Company and the admission of the transferee, transferee or (ii) the resignation of the such Member and the admission of an additional member of the Company, (a “Member Cessation Event”)), Springing Member 1 each Person acting as an Independent Manager pursuant to Section 3.3(b) shall, without any action of any Person and simultaneously with such Member ceasing to be a member of the Member Cessation EventCompany, 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. The , and (ii) such successor has also accepted its appointment as Independent Manager pursuant to Section 3.3(b); provided, however, a Special Member shall automatically cease to be a member of the Company upon the admission to the Company of a substitute memberMember. The Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company or any Series and has no right to receive any distributions of Company or Series assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company or any Series and shall not receive a limited liability company interest in the CompanyCompany or any Series. A Special Member, in its capacity as Special Member, may not bind the CompanyCompany or any Series. Except as required by any mandatory provision of the Act, a 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 CompanyCompany or any Series, including, without limitation, the merger, consolidation consolidation, division or conversion of the Company. In order to implement the admission to the Company of the each Special Member, each of Springing Member 1 and Springing Member 2 Person acting as an Independent Manager pursuant to Section 3.3(b) shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx each Person acting as an Independent Manager pursuant to Section 3.3(b) shall not be a member of the Company. The Company shall at all times have a Springing Member 1 and Springing Member 2. No resignation or removal For the avoidance of either Springing Member 1 or Springing Member 2doubt, 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 Member shall, any Independent Manager that is admitted 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 MemberMember shall also continue in his or her role as Independent Manager.

Special Member. 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, or (ii) the resignation of the Member and the admission of an additional member of the Company, (a “Member Cessation Event”)transferee pursuant to Section 7.01), Springing Member 1 the Independent Manager shall, without any action of any Person and simultaneously with the Member Cessation Eventceasing 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. The , and (ii) such successor has also accepted its appointment as the Independent Manager, provided, however, the Special Member Members shall automatically cease to be a member members of the Company upon the admission to the Company of a substitute memberMember (who may be approved by the personal representative of the last Member that ceased to be a member of the Company). The 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 18-301 301(d) 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, 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 the each Special Member, each of Springing Member 1 and Springing Member 2 the Independent Manager shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx the Independent Manager shall not be a member of the Company. The Company shall at all times have a Springing Member 1 and Springing Member 2. No resignation or removal of either Springing Member 1 or Springing Member 2, 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 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.

Special Member. Upon the occurrence of any event that causes the a Member to cease to be a member Member of the Company (other than (i) upon an the assignment by the a Member of all of its limited liability company interest in the Company and the admission of the transferee, transferee pursuant to Section 5.1 or (ii) the resignation of the a Member and the admission of an additional member Member of the Company, (a “Member Cessation Event”)Company pursuant to Section 5.4), Springing Member 1 one person acting as an Independent Manager, who shall be specified from time to time by resolution of the Board of Managers and shall have executed a signature page to this Agreement and who shall initially be Xxxxxxx X. Xxxxxxx, shall, without any action of any Person and simultaneously with the Initial Member Cessation Eventceasing 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 unless: (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement. The Agreement and (ii) such successor has also accepted its appointment as Independent Manager pursuant to Section 4.2; provided, however, the Special Member shall automatically cease to be a member of the Company upon the admission to the Company of a substitute memberMember. The 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, 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 the each Special Member, each of Springing Person acting as an Independent Manager and who is designated to be a Special Member 1 and Springing Member 2 in accordance with this Section 1.7, shall execute a counterpart to this Agreement. Prior to its admission to the Company as a Special Member, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx each person acting as an Independent Manager shall not be a member of the Company. The Company shall at all times have a Springing Member 1 and Springing Member 2. No resignation or removal of either Springing Member 1 or Springing Member 2, 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 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.

Special Member. 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 Percentage Interest in the Company and the admission of the transfereeassignee pursuant to Sections 7.03(a) and (c), or (ii) the resignation of the Member and the admission of an additional member of the Company, Company pursuant to Sections 7.03(b) and (a “Member Cessation Event”c)), Springing Member 1 shalleach individual acting as an Independent Manager pursuant to Section 4.03 will, without any action of any Person and simultaneously with the Member Cessation Eventceasing to be a member of the Company, automatically be admitted to the Company as a Special Member (a “Special Member”) and shall will 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 a Special Member. However, (a) each Special Member unless a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement. The Special Member shall will automatically cease to be a member of the Company upon the admission to the Company of a substitute member. The Substitute Member and (b) such admission of a Substitute Member will not, in and of itself, cause a Special Member shall to cease to be an Independent Manager. Notwithstanding any provision in this Agreement to the contrary, upon the occurrence of any event that causes the Member to cease to be a member of the Company, the personal representative of such Member is hereby authorized to, and will, within 90 days after the occurrence of the event that terminated the continued membership of such Member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company (in such capacity, the “Substitute Member”) effective as of the occurrences of the event that terminated the continued membership of such Member in the Company. Each Special Member will 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 assetsthe assets of the Company. Pursuant to Section 18-301 of the Act, a Special Member shall will not be required to make any capital contributions to the Company and shall will not receive a limited liability company interest in the Company. A Special Member, in its capacity as a Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, a Special Member, in its capacity as a Special Member, shall will 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 the each Special Member, each of Springing Member 1 and Springing Member 2 shall person acting as an Independent Manager pursuant to Section 4.03 will execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx shall each person acting as an Independent Manager pursuant to Section 4.03 will not be a member of the Company. The Company shall at all times A Special Member will only have a Springing Member 1 the rights and Springing Member 2. No resignation or removal of either Springing Member 1 or Springing Member 2, and no appointment of a successor Springing Member, shall be effective unless and until such successor shall have executed a counterpart to duties expressly set forth in this Agreement. 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 Special Member.ARTICLE FOUR MANAGEMENT OF COMPANY; THE BOARD; OFFICERS

Special Member. Upon the occurrence of any event that causes the Sole Member to cease to be a member of the Company (other than (i) upon an assignment by the Sole Member of all of its limited liability company interest in the Company and the admission of the transfereetransferee pursuant to Article VIII, or (ii) the resignation of the Member and the admission of an additional member of the Company, (a “Member Cessation Event”)Company pursuant to Article VIII), Springing Member 1 the Person acting as the Manager pursuant to Section 5.1 shall, without any action of any Person and simultaneously with the Member Cessation EventSole Member's 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 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. The , and (ii) such successor has also accepted its appointment as Manager pursuant to Section 5.1; provided, however, the Special Member shall automatically cease to be a member of the Company upon the admission to the Company of a substitute memberSole Member appointed by the personal representative of the Person that was the last Sole Member. 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, a 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 the Special Member, each of Springing Member 1 and Springing Member 2 the Person acting as the Manager pursuant to Section 5.1 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx the Person acting as the Manager pursuant to Section 5.1 shall not be a member of the Company. The Company shall at all times have a Springing Member 1 and Springing Member 2. No resignation or removal of either Springing Member 1 or Springing Member 2, 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 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.

Special Member. 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, or (ii) the resignation of the Member and the admission of an additional member of the Company, (a “Member Cessation Event”)), Springing Member 1 each person acting as an Independent Manager pursuant to Section 3.04 shall, without any action of any Person and simultaneously with the Member Cessation Eventceasing to be a member of the Company, automatically be admitted to the Company as a special member (a "Special Member 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 (a) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement. The , and (b) such successor has also accepted its appointment as Independent Manager, provided, however, the Special Member Members shall automatically cease to be a member members of the Company upon the admission to the Company of a substitute memberMember. The 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, a 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, including without limitation, limitation the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of the each Special MemberMember pursuant to this Section 5.05, each of Springing Member 1 and Springing Member 2 person acting as an Independent Manager pursuant to Section 3.04 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx each person acting as an Independent Manager pursuant to Section 3.04 shall not be a member of the Company. The Company shall at all times have a Springing Member 1 and Springing Member 2. No resignation or removal of either Springing Member 1 or Springing Member 2, 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 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.

Special Member. 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, transferee pursuant to Sections 19(a) and 19(c) or (ii) the resignation of the Member and the admission of an additional member of the Company, (a “Member Cessation Event”Company pursuant to Sections 19(b) and 19(c)), Springing Member 1 the person acting as an Independent Director pursuant to Section 12 shall, without any action of any Person and simultaneously with the Member Cessation Eventceasing 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. 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 The Special Member may not resign from the Company or transfer its rights as Limited Liability Company Agreement Energy XXI GIGS Services, LLC Special Member unless (A) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement. The Agreement and (A) such successor has also accepted its appointment as Independent Director pursuant to Section 12; provided, however, that upon the death or legal incapacity of a Special Member the personal representative of such Special Member shall automatically and without any further action on the part of any Person be admitted as a Special Member of the Company, and provided further each Person acting as a Special Member shall automatically cease to be a member Special Member of the Company upon the admission to the Company of a substitute memberMember appointed by the personal representative of the Member who last ceased to be a member of the Company. The Except as provided in the next succeeding sentence, 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 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, a including without limitation, Section 18-301(b)(i), 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; provided, however, such prohibitions shall not limit the obligations of a Special Member in such Person’s capacity as an Independent Director to vote on any Material Action. In order to To implement the admission to the Company of the Special Member, each of Springing Member 1 and Springing Member 2 the person acting as an Independent Director pursuant to Section 12 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx the person acting as an Independent Director pursuant to Section 12 shall not be a member of the Company. The Company shall at all times have a Springing Member 1 and Springing Member 2. No resignation or removal of either Springing Member 1 or Springing Member 2, 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 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.

Special Member. 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, transferee pursuant to Section 8.3 or (ii) the resignation of the Member and the admission of an additional member of the Company, (a “Member Cessation Event”)Company pursuant to Section 8.4), Springing Member 1 each Person acting as an Independent Director pursuant to Section 4.10 shall, without any action of any Person and simultaneously with the Member Cessation Eventceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall Limited Liability Company Agreement 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. The Agreement and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 4.10; provided, however, the Special Member Members shall automatically cease to be a member members of the Company upon the admission to the Company of a substitute memberMember. 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, solely in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, a 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 the Special Member, each of Springing Member 1 and Springing Member 2 Person acting as an Independent Director pursuant to Section 4.10 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special MemberMember pursuant to this Section 3.2, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx each Person acting as an Independent Director pursuant to Section 4.10 shall not be a member of the Company. The Company shall at all times have a Springing Member 1 and Springing Member 2. No resignation or removal of either Springing Member 1 or Springing Member 2, 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 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.

Special Member. 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 (ia) upon an assignment by the Member of all of its limited liability company interest in the Company Membership Interest and the admission of the transfereetransferee pursuant to Section 8.01 below, or (iib) the resignation of the Member and the admission of an additional member of the Company, (a “Member Cessation Event”)Company pursuant to Section 8.01 below), Springing BAM as the Special Member 1 shall, without any action of any such Person and simultaneously with the Member Cessation Eventceasing 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. 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 a successor Special Member has been approved in writing by Lender and has been admitted to the Company as Special Member by executing a counterpart to this Agreement. The ; provided, however, a Special Member shall automatically cease to be a member of the Company upon the admission to the Company of a substitute member. The 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 Membership 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, 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 the each Special Member, each of Springing the Person acting as a Special Member 1 and Springing Member 2 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx no Person executing this Agreement as a Special Member shall be a member of the Company. The Company shall at all times have a Springing Member 1 and Springing Member 2. No resignation or removal of either Springing Member 1 or Springing Member 2, 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 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.

Special Member. 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 transfereetransferee pursuant to Section 8.3, or (ii) the resignation of the Member and the admission of an additional member of the Company, (a “Member Cessation Event”)Company pursuant to Section 8.4), Springing Member 1 each Person acting as an Independent Director shall, without any action of any Person and simultaneously with the Member Cessation Eventceasing 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. The , and (ii) such successor has also accepted its appointment as Independent Director; provided, however, the Special Member Members shall automatically cease to be a member members of the Company upon the admission to the Company of a substitute memberMember. The 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, a 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 the each Special Member, each of Springing Member 1 and Springing Member 2 Person acting as an Independent Director shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx each Person acting as an Independent Director shall not be a member of the Company. The Company shall at all times have a Springing Member 1 and Springing Member 2. No resignation or removal of either Springing Member 1 or Springing Member 2, 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 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.

Special Member. 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, or (ii) the resignation of the Member and the admission of an additional member of the Company, (a “Member Cessation Event”)), Springing Member 1 the person acting as the Independent Manager pursuant to Section 3.4 shall, without any action of any Person and simultaneously with the Member Cessation Eventceasing to be a member of the Company, automatically be admitted to the Company as a the special member (the "Special Member 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 The Special Member may not resign from the Company or nor transfer its rights as Special Member unless (a) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement. The , and (b) such successor has also accepted its appointment as Independent Manager, provided, however, the Special Member shall automatically cease to be a member of the Company upon the admission to the Company of a substitute memberMember. 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, a 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 the Special MemberMember pursuant to this Section 5.5, each of Springing Member 1 and Springing Member 2 the person acting as an Independent Manager pursuant to Section 3.4 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx the person acting as an Independent Manager pursuant to Section 3.4 shall not be a member of the Company. The Company shall at all times have a Springing Member 1 and Springing Member 2. No resignation or removal of either Springing Member 1 or Springing Member 2, 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 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.

Special Member. 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, transferee pursuant to Section 8.2 or (ii) the resignation of the Member and the admission of an additional member of the Company, (a “Member Cessation Event”)Company pursuant to Section 8.3), Springing Member 1 each Person acting as an Independent Director pursuant to Section 4.10 shall, without any action of any Person and simultaneously with the Member Cessation Eventceasing 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. The Agreement and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 4.10; provided, however, the Special Member Members shall automatically cease to be a member members of the Company upon the admission to the Company of a substitute memberMember. 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 ActAs a noneconomic member, 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, solely in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the LLC Act, a 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, including the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of the Special Member, each of Springing Member 1 and Springing Member 2 Person acting as an Independent Director pursuant to Section 4.10 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special MemberMember pursuant to this Section 3.2, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx each Person acting as an Independent Director pursuant to Section 4.10 shall not be a member of the Company. The Company shall at all times have a Springing Member 1 and Springing Member 2. No resignation or removal of either Springing Member 1 or Springing Member 2, 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 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.

Special Member. 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, transferee pursuant to Section 8.3 or (ii) the resignation of the Member and the admission of an additional member of the Company, (a “Member Cessation Event”)Company pursuant to Section 8.4), Springing Member 1 each Person acting as an Independent Director pursuant to Section 4.10 shall, without any action of any Person and simultaneously with the Member Cessation Eventceasing 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. The Agreement and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 4.10; provided, however, the Special Member Members shall automatically cease to be a member members of the Company upon the admission to the Company of a substitute memberMember. 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, solely in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, a 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 the Special Member, each of Springing Member 1 and Springing Member 2 Person acting as an Independent Director pursuant to Section 4.10 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special MemberMember pursuant to this Section 3.2, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx each Person acting as an Independent Director pursuant to Section 4.10 shall not be a member of the Company. The Company shall at all times have a Springing Member 1 and Springing Member 2. No resignation or removal of either Springing Member 1 or Springing Member 2, 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 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.

Special Member. 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 Percentage Interest and the admission of the transfereeassignee pursuant to Section 8.3, or (ii) the resignation of the Member and the admission of an additional member of the Company, (a “Member Cessation Event”)Company pursuant to Section 8.3), Springing Member 1 each individual acting as an Independent Manager pursuant to Section 4.3 shall, without any action of any Person and simultaneously with the Member Cessation Eventceasing 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 a Special Member unless a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement. The Member; provided, however, each Special Member shall automatically cease to be a member of the Company upon the admission to the Company of a Substitute Member; provided, further, such admission of a Substitute Member shall not, in and of itself, cause a Special Member to cease to be an Independent Manager. Notwithstanding any provision in this Agreement to the contrary, upon the occurrence of any event that causes the last remaining Member to cease to be a member of the Company, the personal representative of such Member is hereby authorized to, and shall, 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 membermember of the Company (the "Substitute Member"). The 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 assetsAssets. 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 a Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, 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 the each Special Member, each of Springing Member 1 and Springing Member 2 person acting as an Independent Manager pursuant to Section 4.3 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx each person acting as an Independent Manager pursuant to Section 4.3 shall not be a member of the Company. The Company shall at all times have a Springing Member 1 and Springing Member 2. No resignation or removal of either Springing Member 1 or Springing Member 2, 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 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.

Special Member. Upon the occurrence of any event that causes the Sole Member to cease to be a member of the Company (other than (i) upon an assignment by the Sole Member of all of its limited liability company interest in the Company and the admission of the transfereetransferee pursuant to Article VIII, or (ii) the resignation of the Member member and the admission of an additional member of the Company, (a “Member Cessation Event”)Company pursuant to Article VIII), Springing Member 1 the Person acting as the Manager pursuant to Section 5.1 shall, without any action of any Person and simultaneously with the Member Cessation EventSole Member's 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 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. The Special Member shall automatically cease , and (ii) such successor has also accepted its appointment as Manager pursuant to be a member of the Company upon the admission to the Company of a substitute memberSection 5.1. 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, a 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 the Special Member, each of Springing Member 1 and Springing Member 2 the Person acting as the Manager pursuant to Section 5.1 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx the Person acting as the Manager pursuant to Section 5.1 shall not be a member of the Company. The Company shall at all times have a Springing Member 1 and Springing Member 2. No resignation or removal of either Springing Member 1 or Springing Member 2, 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 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.

Special Member. 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, or (ii) the resignation of the Member and the admission of an additional member of the Company, (a “Member Cessation Event”)), Springing Member 1 each person acting as an Independent Manager pursuant to Section 3.04 shall, without any action of any Person and simultaneously with the Member Cessation Eventceasing to be a member of the Company, automatically be admitted to the Company as a special member (a "Special Member 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 (a) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement. The , and (b) such successor has also accepted its appointment as Independent Manager, provided, however, the Special Member Members shall automatically cease to be a member members of the Company upon the admission to the Company of a substitute memberMember. The 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, a 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 the each Special MemberMember pursuant to this Section 5.05, each of Springing Member 1 and Springing Member 2 person acting as an Independent Manager pursuant to Section 3.04 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx each person acting as an Independent Manager pursuant to Section 3.04 shall not be a member of the Company. The Company shall at all times have a Springing Member 1 and Springing Member 2. No resignation or removal of either Springing Member 1 or Springing Member 2, 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 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.

Special Member. Upon Notwithstanding any provision in this Agreement to the contrary, upon the occurrence of any event that causes the Member to cease to be a the member of the Company LLC (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company LLC and the admission of the transfereetransferee pursuant to Section 14, or (ii) the resignation of the Member and the admission of an additional member of the Company, (a “Member Cessation Event”)LLC pursuant to Section 14), Springing Member 1 shallthe person identified on the signature page of this Agreement as an Independent Manager or, if such person is unable to serve, Xxxxx X. Xxxxxxx, without any action of any Person person or entity and simultaneously with the Member Cessation EventMember’s ceasing to be a member of the LLC, shall automatically be admitted to the Company LLC as a Special Member Member, and shall continue the Company LLC 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 The Special Member may not resign from the Company LLC or transfer its rights as Special Member unless a successor Special Member has been admitted to the Company LLC as Special Member by executing a counterpart to this Agreement. The ; provided, however, the Special Member shall automatically cease to be a member of the Company LLC upon the admission to the Company LLC of a substitute memberSubstitute Member. The Special Member shall be a member of the Company LLC that has no interest in the profits, losses and capital of the Company LLC and has no right to receive any distributions of Company LLC 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 LLC 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 CompanyLLC. Except as required by any mandatory provision of the Act, a Special Member, in its capacity as Special Member, shall not have no the right to vote on, approve or otherwise consent to any action by, or matter relating to, the CompanyLLC, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement LLC; provided, however, such prohibition shall not limit the admission to the Company obligations of the Special Member, each of Springing Member 1 and Springing Member 2 shall execute a counterpart in its capacity as Independent Manager, to vote on such matters required by this Agreement. Prior to its admission to For purposes of this Agreement, the Company as Special Member, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx Member shall be a member of the Company. The Company LLC that becomes a member in accordance with this Article 9 and shall at all times only have a Springing Member 1 the rights and Springing Member 2. No resignation or removal of either Springing Member 1 or Springing Member 2, 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 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.duties

Special Member. Upon the occurrence of any event that causes the last remaining Member to cease to be a member 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 transfereeSubstituted Member pursuant to Section 11.2, or (ii) the resignation of the Member and the admission of an additional member of the Company, (a “Member Cessation Event”)Company pursuant to Section 13.3), Springing the Person executing this Agreement as the Special Member 1 shall, without any action of any such Person and simultaneously with the last remaining Member Cessation Eventceasing 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 The Special Member may not resign from the Company or transfer its rights as Special Member unless a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement. The ; provided, however, the Special Member shall automatically cease to be a member of the Company upon the admission to the Company of a substitute memberMember. 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, a 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 the each Special Member, each of Springing the person acting as the Special Member 1 and Springing Member 2 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx the Person executing this Agreement as the Special Member shall not be a member of the Company. The Company shall at all times have a Springing Member 1 and Springing Member 2. No resignation or removal of either Springing Member 1 or Springing Member 2, 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 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 Member9.

Special Member. 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 Percentage Interest in the Company and the admission of the transfereeassignee pursuant to Sections 7.03(a) and (c), or (ii) the resignation of the Member and the admission of an additional member of the Company, Company pursuant to Sections 7.03(b) and (a “Member Cessation Event”c)), Springing Member 1 shalleach individual acting as an Independent Manager pursuant to Section 4.03 will, without any action of any Person and simultaneously with the Member Cessation Eventceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall will 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 a Special Member 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 Manager pursuant to Section 4.03. The However, (a) each Special Member shall will automatically cease to be a member of the Company upon the admission to the Company of a substitute member. The Substitute Member and (b) such admission of a Substitute Member will not, in and of itself, cause a Special Member shall to cease to be an Independent Manager. Notwithstanding any provision in this Agreement to the contrary, upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company or that causes the Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) an assignment by the Member of all of its Percentage Interest in the Company and the admission of the assignee pursuant to Sections 7.03(a) and (c), or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 7.03(b) and (c)), to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and will, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company (in such capacity, the “Substitute Member”) effective as of the occurrence of the event that terminated the continued membership of such member in the Company. Each Special Member will 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 assetsthe assets of the Company. Pursuant to Section 18-301 of the Act, a Special Member shall will not be required to make any capital contributions to the Company and shall will not receive a limited liability company interest in the Company. A Special Member, in its capacity as a Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, a Special Member, in its capacity as a Special Member, shall will 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 the each Special Member, each of Springing Member 1 and Springing Member 2 shall person acting as an Independent Manager pursuant to Section 4.03 will execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx shall each person acting as an Independent Manager pursuant to Section 4.03 will not be a member of the Company. The Company shall at all times A Special Member will only have a Springing Member 1 the rights and Springing Member 2. No resignation or removal of either Springing Member 1 or Springing Member 2, and no appointment of a successor Springing Member, shall be effective unless and until such successor shall have executed a counterpart to duties expressly set forth in this Agreement. 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 Special Member.

Special Member. 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, or (ii) the resignation of the Member and the admission of an additional member of the Company, (a “Member Cessation Event”)transferee pursuant to Section 7.01), Springing Member 1 each person acting as an Independent Manager pursuant to Section 4.04 shall, without any action of any Person and simultaneously with the Member Cessation Eventceasing 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. The , and (ii) such successor has also accepted its appointment as Independent Manager, provided, however, the Special Member Members shall automatically cease to be a member members of the Company upon the admission to the Company of a substitute memberMember (who may be approved by the personal representative of the last Member that ceased to be a member of the Company). The 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 18-301 301(d) 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, a 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 the each Special Member, each of Springing Member 1 and Springing Member 2 person acting as an Independent Manager pursuant to Section 4.04 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx each person acting as an Independent Manager pursuant to Section 4.04 shall not be a member of the Company. The Company shall at all times have a Springing Member 1 and Springing Member 2. No resignation or removal of either Springing Member 1 or Springing Member 2, 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 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.

Special Member. 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 Percentage Interest and the admission of the transfereeassignee pursuant to Section 8.3, or (ii) the resignation of the Member and the admission of an additional member of the Company, (a “Member Cessation Event”)Company pursuant to Section 8.3), Springing Member 1 shalleach individual acting as an Independent Manager pursuant to Section 4.3 will, without any action of any Person and simultaneously with the Member Cessation Eventceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall will 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 a Special Member; provided, however, that such Special Member unless a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement. The Special Member shall will automatically cease to be a member of the Company upon the admission to the Company of a substitute member. The Substitute Member; and provided, further, that such admission of a Substitute Member will not, in and of itself, cause a Special Member shall to cease to be an Independent Manager. Notwithstanding any provision in this Agreement to the contrary, upon the occurrence of any event that causes the last remaining Member to cease to be a member of the Company, the personal representative of such Member is hereby authorized to, and will, 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 of the Company (the "Substitute Member"). Each Special Member will 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 assetsAssets. Pursuant to Section 18-301 of the Act, a Special Member shall is not be required to make any capital contributions to the Company and shall will not receive a limited liability company interest in the Company. A Special Member, in its capacity as a Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, a Special Member, in its capacity as a Special Member, shall have has 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 the each Special Member, each of Springing Member 1 and Springing Member 2 shall individual acting as an Independent Manager pursuant to Section 4.3 is to execute a counterpart to this Agreement. Prior to its his or her admission to the Company as a Special Member, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx shall each individual acting as an Independent Manager pursuant to Section 4.3 will not be a member of the Company. The Company shall at all times have a Springing Member 1 and Springing Member 2. No resignation or removal of either Springing Member 1 or Springing Member 2, 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 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.

Special Member. Upon the occurrence of any event that causes the last remaining Member of the Company to cease to be a member Member of the Company (other than (iA) upon an assignment by the last remaining Member of all of its limited liability company interest in the Company and the admission of the transfereetransferee in accordance with the Note Documents and the Agreement, or (iiB) the resignation of the last remaining Member and the admission of an additional member Member of the Company, (a “Member Cessation Event”)Company in accordance with the terms of the Note Documents and the Agreement), Springing Member 1 any Person acting as Independent Manager of the Company shall, without any action of any other Person and simultaneously with the Member Cessation Eventceasing to be the last remaining Member of the Company, automatically be admitted to the Company as a Member with a zero percent (0%) economic interest (the “Special Member Member”) and shall continue the Company without dissolution. If, however, at dissolution and (ii) 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 not resign from the Company or transfer its rights as the Special Member unless (A) a successor Special Member has been admitted to the Company as a Special Member by executing a counterpart in accordance with requirements of Delaware law and (B) after giving effect to this Agreementsuch resignation or transfer, there remains at least one Independent Manager of the Company. The Further, (i) the Special Member shall automatically cease to be a member Member of the Company upon the admission to the Company of a the first substitute member. The Member, (ii) 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 the assets of the Company, (iii) 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 , (iv) the Special Member, in its capacity as Special Member, may not bind the Company. Except Company and (v) except as required by any mandatory provision of the Act, a 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, Company including, without limitation, the merger, consolidation or conversion of the Company; provided, however, such prohibition shall not limit the obligations of the Special Member, in its capacity as Independent Manager, to vote on such matters required by the Note Documents or the Agreement. In order to implement the admission to the Company of the Special Member, each of Springing the Special Member 1 and Springing Member 2 shall execute a counterpart to this the Agreement. Prior to its admission to the Company as the Special Member, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx the Special Member shall not be a member Member of the Company, but the Special Member may serve as an Independent Manger of the Company. The Upon the occurrence of any event that causes a Member to cease to be a Member of the Company shall at all times have a Springing Member 1 and Springing Member 2. No resignation or removal of either Springing Member 1 or Springing Member 2, 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 2fullest extent permitted by law, the personal representative of that Member shall, within ninety (90) days after the occurrence of the event that terminated the continued membership of that Member in the Company agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as soon the case may be, as practicablea substitute Member of the Company effective as of the occurrence of the event that terminated the continued membership of the Member in the Company. Any action initiated by or brought against the Members or the Special Member under any federal or state bankruptcy, appoint a successor Springing insolvency, reorganization or other creditors rights laws or regulations shall not cause any Member or the Special Member to fill cease to be a Member of the Company and upon the occurrence of such vacancyan event, the business of the Company shall continue without dissolution. By signing this AgreementEach of the Members and the Special Member waives any right it might have to agree in writing to dissolve the Company upon the occurrence of any action initiated by or brought against the Members or the Special Member under any federal or state bankruptcy, insolvency, reorganization or other creditors rights laws or regulations, or the occurrence of an event that causes any Member or the Special Member to cease to be a springing member agrees that, should such Springing Member become a Special Member, such springing member will be subject to and bound by of the provisions of this Agreement applicable to a Special MemberCompany.

Special Member. 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 Percentage Interest in the Company and the admission of the transfereeassignee pursuant to Sections 7.03(a) and (c), or (ii) the resignation of the Member and the admission of an additional member of the Company, Company pursuant to Sections 7.03(b) and (a “Member Cessation Event”c)), Springing Member 1 shalleach individual acting as an Independent Manager pursuant to Section 4.03 will, without any action of any Person and simultaneously with the Member Cessation Eventceasing to be a member of the Company, automatically be admitted to the Company as a Special Member (a “Special Member”) and shall will 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 a Special Member. However, (a) each Special Member unless a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement. The Special Member shall will automatically cease to be a member of the Company upon the admission to the Company of a substitute member. The Substitute Member and (b) such admission of a Substitute Member will not, in and of itself, cause a Special Member shall to cease to be an Independent Manager. Notwithstanding any provision in this Agreement to the contrary, upon the occurrence of any event that causes the Member to cease to be a member of the Company, the personal representative of such Member is hereby authorized to, and will, within 90 days after the occurrence of the event that terminated the continued membership of such Member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company (in such capacity, the “Substitute Member”) effective as of the occurrences of the event that terminated the continued membership of such Member in the Company. Each Special Member will 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 assetsthe assets of the Company. Pursuant to Section 18-301 of the Act, a Special Member shall will not be required to make any capital contributions to the Company and shall will not receive a limited liability company interest in the Company. A Special Member, in its capacity as a Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, a Special Member, in its capacity as a Special Member, shall will 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 the each Special Member, each of Springing Member 1 and Springing Member 2 shall person acting as an Independent Manager pursuant to Section 4.03 will execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx shall each person acting as an Independent Manager pursuant to Section 4.03 will not be a member of the Company. The Company shall at all times A Special Member will only have a Springing Member 1 the rights and Springing Member 2. No resignation or removal of either Springing Member 1 or Springing Member 2, and no appointment of a successor Springing Member, shall be effective unless and until such successor shall have executed a counterpart to duties expressly set forth in this Agreement. 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 Special Member.

Special Member. 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, or (ii) the resignation of the Member and the admission of an additional member of the Company, (a “Member Cessation Event”)), Springing Member 1 shall, without any action of any Person and simultaneously with the Member Cessation 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 a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement. The Special Member shall automatically cease to be a member of the Company upon the admission to the Company of a substitute member. 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, 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 the Special Member, each 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, neither Mxxxxxx Xxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxxx X. Xxxxx shall be a member of the Company. The Company shall at all times have a Springing Member 1 and Springing Member 2. No resignation or removal of either Springing Member 1 or Springing Member 2, 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 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.

Special Member. Upon Notwithstanding any other provision of this Agreement to the contrary, 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 transfereetransferee pursuant to Section 19, or (ii) the resignation of the Member and the admission of an additional member of the Company, (a “Member Cessation Event”)Company pursuant to Section 20), Springing Member 1 each Person acting as an Independent Manager pursuant to Section 8 shall, without any action of any Person and simultaneously with the Member Cessation Eventceasing 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. The , and (ii) such successor has also accepted its appointment as Independent Manager pursuant to Section 8; provided, however, the Special Member Members shall automatically cease to be a member members of the Company upon the admission to the Company of a substitute memberMember. The 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, a 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 the each Special Member, each of Springing Member 1 and Springing Member 2 Person acting as an Independent Manager pursuant to Section 8 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx each Person acting as an Independent Manager pursuant to Section 8 shall not be a member of the Company. The Company shall at all times have a Springing Member 1 and Springing Member 2. No resignation or removal of either Springing Member 1 or Springing Member 2, 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 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.

Special Member. Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon continuation of the Company without dissolution upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee, or (ii) the resignation of the Member and the admission of an additional member of the Company, (a “Member Cessation Event”)transferee pursuant to Section 6.1), Springing Member 1 the Person acting as the Independent Manager pursuant to Section 3.4 shall, without any action of any Person and simultaneously with the Member Cessation Eventceasing 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. 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 The Special Member may not resign from the Company or nor transfer its rights as Special Member unless (a) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement. The , and (b) such successor has also accepted its appointment as Independent Manager, provided, however, the Special Member shall automatically cease to be a member of the Company upon the admission to the Company of a substitute memberMember. 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, a 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, including the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of the Special MemberMember pursuant to this Section 5.5, each of Springing Member 1 and Springing Member 2 the Person acting as an Independent Manager pursuant to Section 3.4 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx the Person acting as an Independent Manager pursuant to Section 3.4 shall not be a member of the Company. The Company shall at all times have a Springing Member 1 and Springing Member 2. No resignation or removal of either Springing Member 1 or Springing Member 2, 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 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.

Special Member. 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 (ia) upon an assignment by the Member of all of its limited liability company interest in the Company Membership Interest and the admission of the transfereetransferee pursuant to Section 8.01, or (iib) the resignation of the Member and the admission of an additional member of the Company, (a “Member Cessation Event”)Company pursuant to Section 8.01), Springing Hxxxx or, if Hxxxx is unable to so perform for any reason, Rxxxx as the Special Member 1 shall, without any action of any such Person and simultaneously with the Member Cessation Eventceasing 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. 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 a successor Special Member has been approved in writing by Lender and has been admitted to the Company as Special Member by executing a counterpart to this Agreement. The ; provided, however, a Special Member shall automatically cease to be a member of the Company upon the admission to the Company of a substitute memberMember. The 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 Membership 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, 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 the each Special Member, each of Springing the Persons acting as a Special Member 1 and Springing Member 2 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx no Person executing this Agreement as a Special Member shall be a member of the Company. The Company shall at all times have a Springing Member 1 and Springing Member 2. No resignation or removal of either Springing Member 1 or Springing Member 2, 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 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.

Special Member. 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 in the Company and the admission of the transferee, transferee pursuant to Article 12) or (ii) the resignation of the such Member and the admission of an additional member of the CompanyCompany in accordance with Article 12, (a “each person acting as an Independent Board Member Cessation Event”)), Springing Member 1 shall, without any action of any Person and simultaneously with the last remaining Member Cessation Eventceasing 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. The , and (ii) such successor has also accepted its appointment as an Independent Board Member pursuant to Section 8.03; provided, however, a Special Member shall automatically cease to be a member of the Company upon the admission to the Company of a substitute memberMember. The 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 Delaware 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 Delaware Act, a 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 the each Special Member, each of Springing person acting as an Independent Board Member 1 and Springing Member 2 pursuant to Section 8.03 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx each person acting as an Independent Board Member pursuant to Section 8.03 shall not be a member of the Company. The Company shall at all times have a Springing Member 1 and Springing Member 2. No resignation or removal of either Springing Member 1 or Springing Member 2, 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 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.

Special Member. 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 (ia) upon an assignment by the Member of all of its limited liability company interest in the Company Membership Interest and the admission of the transfereetransferee pursuant to Section 8.1 below, or (iib) the resignation of the Member and the admission of an additional member of the Company, (a “Member Cessation Event”)Company pursuant to Section 8.1 below), Springing BAM as the Special Member 1 shall, without any action of any such Person and simultaneously with the Member Cessation Eventceasing 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. 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 a successor Special Member has been approved in writing by Lender and has been admitted to the Company as Special Member by executing a counterpart to this Agreement. The ; provided, however, a Special Member shall automatically cease to be a member of the Company upon the admission to the Company of a substitute member. The 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 Membership 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, 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 the each Special Member, each of Springing the Person acting as a Special Member 1 and Springing Member 2 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx no Person executing this Agreement as a Special Member shall be a member of the Company. The Company shall at all times have a Springing Member 1 and Springing Member 2. No resignation or removal of either Springing Member 1 or Springing Member 2, 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 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.

Special Member. Upon the occurrence of any event that causes the Managing 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 Managing Member of all of its limited liability company interest interests in the Company and the admission of the transfereetransferee pursuant to Sections 6.8, 6.9 and 6.10, or (ii) the resignation of the Managing Member and the admission of an additional member of the CompanyCompany pursuant to Sections 6.8, (a “Member Cessation Event”)6.9 and 6.10), Springing Member 1 the Independent Manager shall, without any action of any Person and simultaneously with the Managing Member Cessation Eventceasing to be a member of the Company, automatically be admitted to the Company as a the Special Member (the “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 The Special Member may not resign from the Company or transfer its rights as the Special Member unless (i) a successor Special Member has been admitted admitted, with the consent of the Special Member, to the Company as Special Member by executing a counterpart to this Agreement. The , and (ii) such successor has also accepted its appointment by the Special Member as an Independent Manager pursuant to Section 2.1(b); provided, however, the Special Member shall automatically cease to be a member (but not an Independent Manager) of the Company upon the admission to the Company of a substitute memberMember. 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 have any 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 ActAct (and other than with respect to the admission of a substitute Member or successor Special Member and the appointment of an Independent Manager pursuant to this Section 2.13), a 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 the Special Member, each of Springing Member 1 and Springing Member 2 the person acting as an Independent Manager pursuant to Section 2.1(b) shall execute a counterpart to this Agreement. Prior to its admission to the Company as the Special Member, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx the person acting as an Independent Manager pursuant to Section 2.1(b) shall not be a member of the Company. The Company shall at all times have a Springing Member 1 and Springing Member 2. No resignation or removal of either Springing Member 1 or Springing Member 2, 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 Member shall, as soon as practicable, appoint a successor Springing Member to fill such vacancy. By signing this Agreement, a springing member the Independent Manager agrees that, that should such Springing Member the Independent Manager become a Special Member, such springing member Member he will be subject to and bound by the provisions of this Agreement applicable to a the Special Member.

Special Member. 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, or (ii) the resignation of the Member and the admission of an additional member of the Company, (a “Member Cessation Event”)), Springing Member 1 each person acting as an Independent Manager pursuant to Section 3.04 shall, without any action of any Person and simultaneously with the Member Cessation Eventceasing to be a member of the Company, automatically be admitted to the Company as a special member (a "Special Member 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 (a) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement. The , and (b) such successor has also accepted its appoint ment as Independent Manager, provided, however, the Special Member Members shall automatically cease to be a member members of the Company upon the admission to the Company of a substitute memberMember. The 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, a 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 the each Special MemberMember pursuant to this Section 5.05, each of Springing Member 1 and Springing Member 2 person acting as an Independent Manager pursuant to Section 3.04 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx each person acting as an Independent Manager pursuant to Section 3.04 shall not be a member of the Company. The Company shall at all times have a Springing Member 1 and Springing Member 2. No resignation or removal of either Springing Member 1 or Springing Member 2, 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 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.

Special Member. Upon the occurrence of any event that causes the Initial Member to cease to be a member Member of the Company (other than (i) upon an the assignment by the Initial Member of all of its limited liability company interest in the Company and the admission of the transferee, transferee pursuant to Section 5.1 or (ii) the resignation of the Initial Member and the admission of an additional member Member of the Company, (a “Member Cessation Event”)Company pursuant to Section 5.4), Springing Member 1 one person acting as an Independent Manager, who shall be specified from time to time by resolution of the Board of Managers and shall have executed a signature page to this Agreement and who shall initially be Xxxxxxx X. Xxxxxxx, shall, without any action of any Person and simultaneously with the Initial Member Cessation Eventceasing 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. The Agreement and (ii) such successor has also accepted its appointment as Independent Manager pursuant to Section 4.2; provided, however, the Special Member shall automatically cease to be a member of the Company upon the admission to the Company of a substitute memberMember. The 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, 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 the each Special Member, each of Springing Member 1 and Springing Member 2 Person acting as an Independent Manager shall execute a counterpart to this Agreement. Prior to its admission to the Company as a Special Member, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx each person acting as an Independent Manager shall not be a member of the Company. The Company shall at all times have a Springing Member 1 and Springing Member 2. No resignation or removal of either Springing Member 1 or Springing Member 2, 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 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.

Special Member. 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, or (ii) the resignation of the Member and the admission of an additional member of the Company, (a “Member Cessation Event”)), the Springing Member 1 shall, without any action of any Person and simultaneously with the Member Cessation 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 a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement. The Special Member shall automatically cease to be a member of the Company upon the admission to the Company of a substitute member. 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, 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 the Special Member, each of the Springing Member 1 and Springing Member 2 shall execute a counterpart to this Agreement. Prior to its his admission to the Company as Special Member, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx shall not be a member of the Company. The Company shall at all times have a Springing Member 1 and Springing Member 2Member. No resignation or removal of either the Springing Member 1 or Springing Member 2Member, 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 the Springing Member 1 or Springing Member 2Member, the Member shall, as soon as practicable, appoint a successor Springing Member to fill such vacancy. By signing this Agreement, a springing member the Springing Member agrees that, should such Springing Member become a Special Member, such springing member Springing Member will be subject to and bound by the provisions of this Agreement applicable to a Special Member.

Special Member. 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 (ia) upon an assignment by the Member of all of its limited liability company interest in the Company Membership Interest and the admission of the transfereetransferee pursuant to Section 8.01 below, or (iib) the resignation of the Member and the admission of an additional member of the Company, (a “Member Cessation Event”)Company pursuant to Section 8.01 below), Springing BAM as the Special Member 1 shall, without any action of any such Person and simultaneously with the Member Cessation Eventceasing 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. 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 a successor Special Member has been approved in writing by Lender and has been admitted to the Company as Special Member by executing a counterpart to this Agreement. The ; provided, however, a Special Member shall automatically cease to be a member of the Company upon the admission to the Company of a substitute member. The 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 Membership 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, 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 the each Special Member, each of Springing the Person acting as a Special Member 1 and Springing Member 2 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx no Person executing this Agreement as a Special Member shall be a member of the Company. The Company shall at all times have a Springing Member 1 and Springing Member 2. No resignation or removal of either Springing Member 1 or Springing Member 2, 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 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.

Special Member. Upon the occurrence of If at 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, or (ii) the resignation of the Member and the admission of an additional member time there are no Members of the Company, (a “Member Cessation Event”)), Springing Member 1 any person acting as an Independent Manager pursuant to Sections 1.19 and 5.01(c) of this Agreement shall, without any action of any Person and simultaneously with the Member Cessation Eventtime at which the Company ceased to have any Members, 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. The , and (ii) such successor has also accepted its appointment as Independent Manager; provided, however, the Special Member Members shall automatically cease to be a member Members of the Company upon the admission to the Company of a substitute memberMember. The Each Special Member shall be a member Member of the Company that has no interest in the profits, losses losses, and capital of the Company and that 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 Capital Contributions to the Company and shall not receive a limited liability company interest any Membership 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, a each Special Member, in its capacity as Special Member, shall have no right to vote on, approve approve, or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation consolidation, or conversion of the Company. In order to implement the admission to the Company of the each Special Member, each of Springing Member 1 and Springing Member 2 person acting as an Independent Manager shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx each person acting as an Independent Manager shall not be a member Member of the Company. The Company shall at all times have a Springing Member 1 and Springing Member 2. No resignation or removal of either Springing Member 1 or Springing Member 2, 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 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.

Special Member. 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 transfereetransferee pursuant to SECTIONS 21 AND 23, or (ii) the resignation of the Member and the admission of an additional member of the Company, (a “Member Cessation Event”)Company pursuant to SECTIONS 21 AND 23), Springing Member 1 each person acting as an Independent Director pursuant to SECTION 11 shall, without any action of any Person and simultaneously with the Member Cessation Eventceasing 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. The , and (ii) such successor has also accepted its appointment as Independent Director pursuant to SECTION 11; PROVIDED, HOWEVER, the Special Member shall automatically cease to be a member of the Company upon the admission to the Company of a substitute memberMember. The 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 the 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, a 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 the each Special Member, each of Springing Member 1 and Springing Member 2 person acting as an Independent Director pursuant to SECTION 11 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx each person acting as an Independent Director pursuant to SECTION 11 shall not be a member of the Company. The Company shall at all times have a Springing Member 1 and Springing Member 2. No resignation or removal of either Springing Member 1 or Springing Member 2, 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 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.[signature page follows]

Special Member. Upon So long as the Loan remains outstanding, (i) upon the occurrence of any event that causes the Member LM to cease to be a the member of the Company (other than upon (iA) upon an assignment by the Member LM of all of its limited liability company interest in the Company and the admission of the transferee, or (iiB) the resignation of the Member LM and the admission of an additional member member, in either case in accordance with the terms of the Company, (a “Member Cessation Event”)Basic Documents and this Agreement), Springing Member 1 the Person acting as the Independent Manager of the Company shall, without any action of any other Person and simultaneously with LM ceasing to be the Member Cessation Eventmember 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 dissolution and (ii) 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 a Special Member unless (A) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreementand (B) such successor Special Member has also accepted its appointment as an Independent Manager. The In addition, (i) the Special Member shall automatically cease to be a member of the Company upon the admission to the Company of a substitute member. The Managing Member, (ii) 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 the Company’s assets. Pursuant , (iii) pursuant to Section 18-301 of the LLC 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 , (iv) a Special Member, in its capacity as Special Member, may not bind the Company. Except , and (v) except as required by any mandatory provision of the LLC Act, a Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to to, any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company; provided, however; such prohibition shall not limit the obligations of a Special Member, in its capacity as an Independent Manager, to vote on such matters required by the Basic Documents or this Agreement. In order to implement the admission to the Company of the Special Member, each of Springing Member 1 and Springing Member 2 the Person acting as the Independent Manager shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx the Person acting as the Independent Manager shall not be a member of the Company. The Company shall at all times have a Springing Member 1 and Springing Member 2. No resignation or removal of either Springing Member 1 or Springing Member 2, 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 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.

Special Member. Upon the occurrence of any event that causes the Managing 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 Managing Member of all of its limited liability company interest interests in the Company and the admission of the transfereetransferee pursuant to Sections 6.8, 6.9 and 6.10, or (ii) the resignation of the Managing Member and the admission of an additional member of the CompanyCompany pursuant to Sections 6.8, (a “Member Cessation Event”)6.9 and 6.10), Springing Member 1 each Independent Manager shall, without any action of any Person and simultaneously with the Managing Member Cessation Eventceasing to be a member of the Company, automatically be admitted to the Company as a Special Member (each, 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 A Special Member may not resign from the Company or transfer its rights as the Special Member unless (i) after giving effect to such resignation at least one Special Member remains or (ii) a successor Special Member has been admitted admitted, with the consent of such resigning Special Member, to the Company as Special Member by executing a counterpart to this Agreement. The , and such successor has also accepted its appointment by such resigning Special Member as an Independent Manager pursuant to Section 2.1(b); provided, however, each Special Member shall automatically cease to be a member (but not an Independent Manager) of the Company upon the admission to the Company of a substitute memberMember. The 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 each Special Member shall not be required to make any capital contributions to the Company and shall not receive a have any limited liability company interest in the Company. A Special Member, in its capacity as a Special Member, may not bind the Company. Except as required by any mandatory provision of the ActAct (and other than with respect to the admission of a substitute Member or successor Special Member and the appointment of an Independent Manager pursuant to this Section 2.13), a the Special MemberMembers, in its capacity as Special MemberMembers, 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 the Special MemberMembers, each of Springing Member 1 and Springing Member 2 a person acting as an Independent Manager pursuant to Section 2.1(b) shall execute a counterpart to this Agreement. Prior to its admission to the Company as a Special Member, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx a person acting as an Independent Manager pursuant to Section 2.1(b) shall not be a member of the Company. The Company shall at all times have a Springing Member 1 and Springing Member 2. No resignation or removal of either Springing Member 1 or Springing Member 2, 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 Member shall, as soon as practicable, appoint a successor Springing Member to fill such vacancy. By signing this Agreement, a springing member each Independent Manager agrees that, that should such Springing Member Independent Manager become a Special Member, such springing member Member he will be subject to and bound by the provisions of this Agreement applicable to a the Special MemberMembers.

Special Member. 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 Percentage Interest and the admission of the transfereeassignee pursuant to Section 8.3, or (ii) the resignation of the Member and the admission of an additional member of the Company, (a “Member Cessation Event”)Company pursuant to Section 8.3), Springing Member 1 shalleach individual acting as an Independent Manager pursuant to Section 4.3 will, without any action of any Person and simultaneously with the Member Cessation Eventceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall will 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 a Special Member; provided, however, that such Special Member unless a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement. The Special Member shall will automatically cease to be a member of the Company upon the admission to the Company of a substitute member. The Substitute Member; and provided, further, that such admission of a Substitute Member will not, in and of itself, cause a Special Member shall to cease to be an Independent Manager. Notwithstanding any provision in this Agreement to the contrary, upon the occurrence of any event that causes the last remaining Member to cease to be a member of the Company, the personal representative of such Member is hereby authorized to, and will, 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 of the Company (the “Substitute Member”). Each Special Member will 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 assetsAssets. Pursuant to Section 18-301 of the Act, a Special Member shall is not be required to make any capital contributions to the Company and shall will not receive a limited liability company interest in the Company. A Special Member, in its capacity as a Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, a Special Member, in its capacity as a Special Member, shall have has 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 the each Special Member, each of Springing Member 1 and Springing Member 2 shall individual acting as an Independent Manager pursuant to Section 4.3 is to execute a counterpart to this Agreement. Prior to its his or her admission to the Company as a Special Member, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx shall each individual acting as an Independent Manager pursuant to Section 4.3 will not be a member of the Company. The Company shall at all times have a Springing Member 1 and Springing Member 2. No resignation or removal of either Springing Member 1 or Springing Member 2, 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 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.

Special Member. 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, transferee pursuant to Sections 17 and 17(c) or (ii) the resignation of the Member and the admission of an additional member of the Company, (a “Member Cessation Event”Company pursuant to Sections 17(b) and 17(c)), Springing Member 1 the person acting as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member Cessation Eventceasing 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. 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 The Special Member may not resign from the Company or transfer its rights as Special Member unless (A) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement. The Agreement and (B) such successor has also accepted its appointment as Independent Director pursuant to Section 10; provided, however, that upon the death or legal incapacity of a Special Member the personal representative of such Special Member shall automatically and without any further action on the part of any Person be admitted as a Special Member of the Company, and provided further each Person acting as a Special Member shall automatically cease to be a member Special Member of the Company upon the admission to the Company of a substitute memberMember appointed by the personal representative of the Member who last ceased to be a member of the Company. The Except as provided in the next succeeding sentence, 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, a including without limitation, Section 18-301(b)(i), 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; provided, however, such prohibitions shall not limit the obligations of a Special Member in such Person’s capacity as an Independent Director to vote on any Material Action. In order to To implement the admission to the Company of the Special Member, each of Springing Member 1 and Springing Member 2 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, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx the person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company. The Company shall at all times have a Springing Member 1 and Springing Member 2. No resignation or removal of either Springing Member 1 or Springing Member 2, 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 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.

Special Member. 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, or (ii) the resignation of the Member and the admission of an additional member of the Company, (a “Member Cessation Event”)), Springing Member 1 each person acting as an Independent Manager pursuant to Section 3.04 shall, without any action of any Person and simultaneously with the Member Cessation Eventceasing to be a member of the Company, automatically be admitted to the Company as a special member (a "Special Member 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 (a) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement. The , and (b) such successor has also accepted its appointment as Independent Manager, provided, however, the Special Member Members shall automatically auto matically cease to be a member members of the Company upon the admission to the Company of a substitute memberMember. The 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, a 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 the each Special MemberMember pursuant to this Section 5.05, each of Springing Member 1 and Springing Member 2 person acting as an Independent Manager pursuant to Section 3.04 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx each person acting as an Independent Manager pursuant to Section 3.04 shall not be a member of the Company. The Company shall at all times have a Springing Member 1 and Springing Member 2. No resignation or removal of either Springing Member 1 or Springing Member 2, 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 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.

Special Member. Upon the occurrence of any event that causes the Member Members to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (ia) upon an assignment by the each Member of all of its limited liability company interest in the Company and the admission of the transfereetransferee pursuant to Article VI, or (iib) the resignation of the each Member and the admission of an additional member of the Company, (a “Member Cessation Event”)Company as set forth herein), Springing Member 1 each person acting as an Independent Manager pursuant to Section 5.11 shall, without any action of any Person person and simultaneously with the Member Cessation EventMembers ceasing to be members 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. The , and (ii) such successor has also accepted its appointment as Independent Manager pursuant to Section 5.11; provided, however, the Special Member Members shall automatically cease to be a member members of the Company upon the admission to the Company of a substitute memberMember. The 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 ActLimited Liability Company Law, 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 ActLimited Liability Company Law, a 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; provided, however, the forgoing prohibition shall not limit the obligations of the Special Member, in its capacity as Independent Manager, to vote on such matters required under this Agreement. In order to implement the admission to the Company of the each Special Member, each of Springing Member 1 and Springing Member 2 person acting as an Independent Manager pursuant to Section 5.11 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx each Person acting as an Independent Manager pursuant to Section 5.11 shall not be a member of the Company. The Company shall at all times have a Springing Member 1 and Springing Member 2. No resignation or removal of either Springing Member 1 or Springing Member 2, 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 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.

Special Member. 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, transferee pursuant to Section 8.2 or (ii) the resignation of the Member and the admission of an additional member of the Company, (a “Member Cessation Event”)Company pursuant to Section 8.3), Springing Member 1 each Person acting as an Independent Director pursuant to Section 4.10 shall, without any action of any Person and simultaneously with the Member Cessation Eventceasing 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. The Agreement and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 4.10; provided the Special Member Members shall automatically cease to be a member members of the Company upon the admission to the Company of a substitute memberMember. 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 LLC 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, solely in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the LLC Act, a 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, including the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of the Special Member, each of Springing Member 1 and Springing Member 2 Person acting as an Independent Director pursuant to Section 4.10 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special MemberMember pursuant to this Section 3.2, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx each Person acting as an Independent Director pursuant to Section 4.10 shall not be a member of the Company. The Company shall at all times have a Springing Member 1 and Springing Member 2. No resignation or removal of either Springing Member 1 or Springing Member 2, 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 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.

Special Member. Upon the occurrence of any event that causes the last Member to cease to be a member of the Company (other than (i) upon an assignment by the last Member of all of its limited liability company interest in the Company and the admission of a transferee pursuant to the transfereeterms of this Agreement, or Xxxxxxx Capital Securities, Inc., a California corporation (ii“GSI”) the resignation of the Member and the admission of an additional member of the Company, (a “Member Cessation Event”)), Springing Member 1 shall, without any action of any Person and simultaneously with the last Member Cessation Eventceasing 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. 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 a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement. The ; provided, however, the Special Member shall automatically cease to be a member of the Company upon the admission to the Company of a substitute memberMember. The 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 CompanyCompany except with respect to the admission of a substitute Member in accordance with the provisions of this Agreement. Except as required by any mandatory provision of the Act, a 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 the Special Member, each of Springing the Special Member 1 and Springing Member 2 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx the Special Member shall not be a member of the Company. The Company shall at all times have a Springing Member 1 and Springing may replace the entity designated herein to serve as the Special Member 2. No resignation or removal of either Springing Member 1 or Springing Member 2, and no appointment of from time to time so long as a successor Springing Member, shall be effective unless party has been designated and until such successor shall have has executed a counterpart to this Agreement. 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 Special Member.

Special Member. 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, transferee pursuant to Section 8.3 or (ii) the resignation of the Member and the admission of an additional member of the Company, (a “Member Cessation Event”)Company pursuant to Section 8.4), Springing Member 1 each Person acting as an Independent Director pursuant to Section 4.10 shall, without any action of any Person and simultaneously with the Member Cessation Eventceasing 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. The Agreement and (ii) such successor has also accepted its appointment as an Independent Director pursuant to Section 4.10; provided, however, the Special Member Members shall automatically cease to be a member members of the Company upon the admission to the Company of a substitute memberMember. The Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Limited Liability Company Agreement 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, solely in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, a 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 the Special Member, each of Springing Member 1 and Springing Member 2 Person acting as an Independent Director pursuant to Section 4.10 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special MemberMember pursuant to this Section 3.2, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx each Person acting as an Independent Director pursuant to Section 4.10 shall not be a member of the Company. The Company shall at all times have a Springing Member 1 and Springing Member 2. No resignation or removal of either Springing Member 1 or Springing Member 2, 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 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.