Limited Liability Company Agreement

　　7.6 quorum. members holding at least a majority interest, represented in person or by proxy, shall constitute a quorum at any meeting of members. in the absence of a quorum at any such meeting, a majority of the voting interests so represented may adjourn the meeting from time to time for a period not to exceed 60 days without further notice. however, if the adjournment is for more than 60 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each member of record entitled to vote at the meeting. at such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. the members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal during such meeting of that number of voting interests whose absence would cause less than a quorum.

　　7.7 manner of acting. if a quorum is present, the affirmative vote of members holding a twothirds interest shall be the act of the members, unless the vote of a greater or lesser proportion or number is otherwise required by the act or by this agreement. unless otherwise expressly provided herein, members who have an interest (economic or otherwise) in the outcome of any particular matter upon which the members vote or consent may vote or consent upon any such matter and their voting interest, vote or consent, as the case may be, shall be counted in the determination of whether the requisite matter is approved by the members.

　　7.8 proxies. at all meetings of members, a member who is qualified to vote may vote in person or by proxy executed in writing by the member or by a duly authorized attorneyinfact. such proxy shall be filed with the manager before or at the time of the meeting. no proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

　　7.9 action by members without a meeting. action required or permitted to be taken at a meeting of members may be taken without a meeting if the action is evidenced by one or more written consents or approvals describing the action taken and signed by members holding sufficient voting interests, as the case may be, to approve such action had such action been properly voted on at a duly called meeting of the members. action taken under this section 7.9 is effective when members with the requisite interests or voting interests, as the case may be, have signed the consent or approval, unless the consent specifies a different effective date. the record date for determining members entitled to take action without a meeting shall be the date the first member signs a written consent.