Form 6-5

Unanimous Consent of Managers in Lieu of Meeting of Managers of [name of LLC]

The undersigned, being all of the Managers of [name of LLC] (the “Company”), do hereby consent to the waiver of all notices required for a meeting of the Managers and, pursu­ant to the provisions of section [applicable section number] of the Company Agreement of the Company and section 101.359 of the Texas Business Organizations Code, take the following actions and adopt the following resolutions in lieu of a meeting of the Managers:

Ratification of Past Acts

RESOLVED, that the acts and transactions that have been validly taken or made by the officers of the Company, the Managers, and the Members (other than any actions that may have been illegal, tortious, or ultra vires) since the date of the last meeting of the Managers, or a consent in lieu of a meeting, and before the date of this consent, are hereby ratified in all respects.

Actions Taken

Further Instructions to Officers

RESOLVED, that the secretary of the Company is directed to file this consent in the minute book of the Company, and, further, that the officers, Managers, and Members of the Company are hereby authorized and directed to execute and deliver all documents, to waive all conditions, and to do all things necessary or helpful to carry out the purposes of the forego­ing resolutions. All acts of the officers, Managers, and Members of the Company that are con­sistent with the intent of the above resolutions are hereby ratified and adopted in all respects as the acts of the Company.

IN WITNESS WHEREOF, the undersigned have executed this consent of Managers effective as of the ____ day of ______________________________, 20____.

MANAGERS:

   
[Name of manager]